22616 Federal Register / Vol. 77, No. 73 / Monday, April 16, 2012 / Notices 

1Any such advisory entity will be registered as 

an investment adviser under the Advisers Act. 

2All entities that currently intend to rely on the 

order are named as applicants. Any entity that 

relies on the order in the future will comply with 

the terms and conditions of the application. 

3 Depositary Receipts are typically issued by a 

financial institution (a ‘‘Depositary’’) and evidence 

ownership in a security or pool of securities that 

have been deposited by the Depositary. A Fund will 

not invest in any Depositary Receipts that the 

Adviser deems to be illiquid or for which pricing 

Shagufta_Ahmed@omb.eop.gov; and (ii) 

Thomas Bayer, Director/Chief 

Information Officer, Securities and 

Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way, 

Alexandria, VA 22312 or send an email 

to PRA_Mailbox@sec.gov. Comments 

must be submitted to OMB within 30 

days of this notice. 

Dated: April 10, 2012. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–9012 Filed 4–13–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

30032; 812–13785] 

Huntington Asset Advisors, Inc., et al.; 

Notice of Application 

April 10, 2012. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940 

(‘‘Act’’) for an exemption from sections 

2(a)(32), 5(a)(1), 22(d) and 22(e) of the 

Act and rule 22c–1 under the Act, and 

under sections 6(c) and 17(b) of the Act 

for an exemption from sections 17(a)(1) 

and (2) of the Act, and under section 

12(d)(1)(J) for an exemption from 

sections 12(d)(1)(A) and (B) of the Act. 

Applicants: Huntington Asset 

Advisors, Inc. (‘‘Adviser’’), Huntington 

Strategy Shares (‘‘Trust’’), and SEI 

Investments Distribution Co. 

Summary of Application: Applicants 

request an order that permits: 

(a) Actively-managed series of the Trust 

to issue shares (‘‘Shares’’) redeemable in 

large aggregations only (‘‘Creation 

Units’’); (b) secondary market 

transactions in Shares to occur at 

negotiated market prices; (c) certain 

series to pay redemption proceeds, 

under certain circumstances, more than 

seven days after the tender of Shares for 

redemption; (d) certain affiliated 

persons of the series to deposit 

securities into, and receive securities 

from, the series in connection with the 

purchase and redemption of Creation 

Units; and (e) certain registered 

management investment companies and 

unit investment trusts outside of the 

same group of investment companies as 

the series to acquire Shares. 

Filing Dates: The application was 

filed on June 17, 2010, and amended on 

October 10, 2010, June 10, 2011, 

February 24, 2012, and April 3, 2012. 

Applicants have agreed to file an 

amendment during the notice period, 

the substance of which is reflected in 

this notice. 

Hearing or Notification of Hearing: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on May 7, 2012, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants, c/o Leslie K. Klenk, 

Bernstein Shur, 100 Middle Street, P.O. 

Box 9729, Portland, ME 04104–5029. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, at (202) 

551–6876 or Dalia Osman Blass, 

Assistant Director, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Trust is registered as an openend management investment company 

under the Act and is organized as a 

Delaware statutory trust. The Trust will 

initially offer two series, Huntington 

U.S. Equity Rotation Strategy ETF and 

Huntington EcoLogical Strategy ETF 

(together, the ‘‘Initial Funds’’). The 

investment objective of both Initial 

Funds will be to seek capital 

appreciation. 

2. The Adviser, an Ohio corporation, 

is registered as an investment adviser 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’), and will serve as 

investment adviser to the Initial Funds. 

A Fund may engage one or more subadvisers (‘‘Sub-Advisers’’) to manage 

specific strategies suited to their 

expertise. Any Sub-Adviser will be 

registered under the Advisers Act. SEI 

Investments Distribution Co., a 

Pennsylvania corporation, is registered 

as a broker-dealer (‘‘Broker’’) under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) and will serve as the 

principal underwriter and distributor 

for each of the Funds (‘‘Distributor’’). 

3. Applicants request that the order 

apply to the Initial Funds, any future 

series of the Trust and to any other 

open-end investment company or series 

thereof that is an actively managed 

exchange-traded fund (‘‘ETF’’) and (a) is 

advised by the Adviser or any entity 

controlling, controlled by, or under 

common control with the Adviser 1 and 

(b) complies with the terms and 

conditions of the application 

(collectively, ‘‘Future Funds,’’ and 

together with the Initial Funds, the 

‘‘Funds’’).2 The Funds may invest in 

equity securities (‘‘Equity Funds’’) or 

fixed income securities (‘‘Fixed Income 

Funds’’) traded in the U.S. or non-U.S. 

markets. The Equity Funds that invest 

in equity securities traded in the U.S. 

market (‘‘Domestic Equity Funds’’), 

Fixed Income Funds that invest in fixed 

income securities traded in the U.S. 

market (‘‘Domestic Fixed Income 

Funds’’) and Funds that invest in equity 

and fixed income securities traded in 

the U.S. market (‘‘Domestic Blend 

Funds’’) together are ‘‘Domestic Funds.’’ 

Funds that invest in foreign and 

domestic equity securities are ‘‘Global 

Equity Funds.’’ Funds that invest in 

foreign and domestic fixed income 

securities are ‘‘Global Fixed Income 

Funds.’’ Funds that invest in equity 

securities and fixed income securities 

traded in the U.S. or non-U.S. markets 

are ‘‘Global Blend Funds’’ (and 

collectively with the Global Equity 

Funds and Global Fixed Income Funds, 

‘‘Global Funds’’). Funds that invest 

solely in foreign equity securities are 

‘‘Foreign Equity Funds’’, Funds that 

invest solely in foreign fixed income 

securities are ‘‘Foreign Fixed Income 

Funds’’ and Funds that invest solely in 

foreign equity and foreign fixed income 

securities are ‘‘Foreign Blend Funds’’ 

(and collectively with Foreign Equity 

Funds and Foreign Fixed Income Funds, 

‘‘Foreign Funds’’). The Funds may also 

invest in ‘‘Depositary Receipts.’’ 3 No 


emcdonald on DSK29S0YB1PROD with NOTICES
Federal Register / Vol. 77, No. 73 / Monday, April 16, 2012 / Notices 22617 

information is not readily available. No affiliated 

persons of applicants or any Sub-Adviser will serve 

as the Depositary for any Depositary Receipts held 

by a Fund. 

4An Investing Fund may rely on the order only 

to invest in a Fund and not in any other registered 

investment company. 

5The Funds must comply with the federal 

securities laws in accepting Deposit Instruments 

and satisfying redemptions with Redemption 

Instruments, including that the Deposit Instruments 

and Redemption Instruments are sold in 

transactions that would be exempt from registration 

under the Securities Act of 1933 (‘‘Securities Act’’). 

In accepting Deposit Instruments and satisfying 

redemptions with Redemption Instruments that are 

restricted securities eligible for resale pursuant to 

Rule 144A under the Securities Act, the Funds will 

comply with the conditions of Rule 144A. 

6Each Fund will sell and redeem Creation Units 

on any day the Fund is open, including as required 

by section 22(e) of the Act (each, a ‘‘Business Day’’). 

7The portfolio used for this purpose will be the 

same portfolio used to calculate the Fund’s NAV for 

that Business Day. 

8A tradeable round lot for a security will be the 

standard unit of trading in that particular type of 

security in its primary market. 

9A TBA Transaction is a method of trading 

mortgage-backed securities. In a TBA Transaction, 

the buyer and seller agree on general trade 

parameters such as agency, settlement date, par 

amount and price. 

10This includes instruments that can be 

transferred in kind only with the consent of the 

original counterparty to the extent the Fund does 

not intend to seek such consents. 

11Because these instruments will be excluded 

from the Creation Basket, their value will be 

reflected in the determination of the Cash Amount 

(defined below). 

12A ‘‘custom order’’ is any purchase or 

redemption of Shares made in whole or in part on 

a cash basis in reliance on clause (e)(i) or (e)(ii). 

Fund relying on the order will invest in 

options contracts, futures contracts or 

swap agreements. Each Fund will 

consist of a portfolio of securities 

(including equity and fixed income 

securities), currencies traded in the U.S. 

or in non-U.S. markets, and other assets 

(‘‘Portfolio Instruments’’). 

4. Applicants also request that any 

exemption under section 12(d)(1)(J) of 

the Act from sections 12(d)(1)(A) and 

(B) apply to: (i) Any Fund that is 

currently or subsequently part of the 

same ‘‘group of investment companies’’ 

as an Initial Fund within the meaning 

of section 12(d)(1)(G)(ii) of the Act; (ii) 

any principal underwriter for the Fund; 

(iii) any Brokers selling Shares of a 

Fund to an Investing Fund (defined 

below); and (iv) each management 

investment company or unit investment 

trust registered under the Act that is not 

part of the same ‘‘group of investment 

companies’’ as the Fund within the 

meaning of section 12(d)(1)(G)(ii) of the 

Act and that enters into a FOF 

Participation Agreement (defined 

below) with the Fund (such 

management investment companies, 

‘‘Investing Management Companies,’’ 

such unit investment trusts, ‘‘Investing 

Trusts,’’ and Investing Management 

Companies and Investing Trusts 

together are ‘‘Investing Funds’’). 

Investing Funds do not include the 

Funds.4

5. Applicants anticipate that a 

Creation Unit will consist of at least 

25,000 Shares and that the trading price 

of a Share will range from $20 to $200. 

All orders to purchase Creation Units 

must be placed with the Distributor by 

or through an ‘‘Authorized Participant,’’ 

which is either (a) a Broker or other 

participant in the Continuous Net 

Settlement System of the National 

Securities Clearing Corporation 

(‘‘NSCC,’’ and such process the ‘‘NSCC 

Process’’), or (b) a participant in the 

Depository Trust Company (‘‘DTC,’’ 

such participant ‘‘DTC Participant’’ and 

such process the ‘‘DTC Process’’), 

which, in either case, has executed an 

agreement with the Distributor with 

respect to the purchase and redemption 

of Creation Units. 

6. Shares will be purchased and 

redeemed in Creation Units and 

generally on an in-kind basis. Except 

where the purchase or redemption will 

include cash under the limited 

circumstances specified below, 

purchasers will be required to purchase 

Creation Units by making an in-kind 

deposit of specified instruments 

(‘‘Deposit Instruments’’), and 

shareholders redeeming their Shares 

will receive an in-kind transfer of 

specified instruments (‘‘Redemption 

Instruments’’).5 On any given Business 

Day 6 the names and quantities of the 

instruments that constitute the Deposit 

Instruments and the names and 

quantities of the instruments that 

constitute the Redemption Instruments 

will be identical, and these instruments 

may be referred to, in the case of either 

a purchase or a redemption, as the 

‘‘Creation Basket.’’ In addition, the 

Creation Basket will correspond pro rata 

to the positions in a Fund’s portfolio 

(including cash positions),7 except: (a) 

In the case of bonds, for minor 

differences when it is impossible to 

break up bonds beyond certain 

minimum sizes needed for transfer and 

settlement; (b) for minor differences 

when rounding is necessary to eliminate 

fractional shares or lots that are not 

tradeable round lots; 8 or (c) TBA 

Transactions 9 and other positions that 

cannot be transferred in kind 10 will be 

excluded from the Creation Basket.11 If 

there is a difference between the net 

asset value (‘‘NAV’’) attributable to a 

Creation Unit and the aggregate market 

value of the Creation Basket exchanged 

for the Creation Unit, the party 

conveying instruments with the lower 

value will also pay to the other an 

amount in cash equal to that difference 

(the ‘‘Cash Amount’’). 

7. Purchases and redemptions of 

Creation Units may be made in whole or 

in part on a cash basis, rather than in 

kind, solely under the following 

circumstances: (a) To the extent there is 

a Cash Amount, as described above; (b) 

if, on a given Business Day, a Fund 

announces before the open of trading 

that all purchases, all redemptions or all 

purchases and redemptions on that day 

will be made entirely in cash; (c) if, 

upon receiving a purchase or 

redemption order from an Authorized 

Participant, a Fund determines to 

require the purchase or redemption, as 

applicable, to be made entirely in cash; 

(d) if, on a given Business Day, a Fund 

requires all Authorized Participants 

purchasing or redeeming Shares on that 

day to deposit or receive (as applicable) 

cash in lieu of some or all of the Deposit 

Instruments or Redemption Instruments, 

respectively, solely because: (i) Such 

instruments are not eligible for transfer 

through either the NSCC Process or DTC 

Process; or (ii) in the case of Global 

Funds and Foreign Funds, such 

instruments are not eligible for trading 

due to local trading restrictions, local 

restrictions on securities transfers or 

other similar circumstances; or (e) if a 

Fund permits an Authorized Participant 

to deposit or receive (as applicable) cash 

in lieu of some or all of the Deposit 

Instruments or Redemption Instruments, 

respectively, solely because: (i) Such 

instruments are, in the case of the 

purchase of a Creation Unit, not 

available in sufficient quantity; (ii) such 

instruments are not eligible for trading 

by an Authorized Participant or the 

investor on whose behalf the 

Authorized Participant is acting; or (iii) 

a holder of Shares of a Global Fund or 

Foreign Fund would be subject to 

unfavorable income tax treatment if the 

holder receives redemption proceeds in 

kind.12

8. Each Business Day, before the open 

of trading on a national securities 

exchange, as defined in section 2(a)(26) 

of the Act (‘‘Listing Market’’), on which 

Shares are listed and traded, each Fund 

will cause to be published through the 

NSCC the names and quantities of the 

instruments comprising the Creation 

Basket, as well as the estimated Cash 

Amount (if any), for that day. The 

published Creation Basket will apply 

until a new Creation Basket is 

announced on the following Business 

Day, and there will be no intra-day 

changes to the Creation Basket except to 


emcdonald on DSK29S0YB1PROD with NOTICES
22618 Federal Register / Vol. 77, No. 73 / Monday, April 16, 2012 / Notices 

13Cash purchases and redemptions of Shares may 

involve a higher Transaction Fee to cover the costs 

of purchasing and selling the applicable Deposit 

and Redemption Instruments. In all cases, the 

Transaction Fee will be limited in accordance with 

requirements of the Commission applicable to 

management investment companies offering 

redeemable securities. 

14 If Shares are listed on The NASDAQ Stock 

Market LLC (‘‘Nasdaq’’) or a similar electronic 

Listing Market (including NYSE Arca), one or more 

member firms of that Listing Market will act as 

Market Maker and maintain a market for Shares 

trading on that Listing Market. On Nasdaq, no 

particular Market Maker would be contractually 

obligated to make a market in Shares. However, the 

listing requirements on Nasdaq stipulate that at 

least two Market Makers must be registered in 

Shares to maintain a listing. Registered Market 

Makers are required to make a continuous twosided market or subject themselves to regulatory 

sanctions. No Market Maker will be an affiliated 

person, or an affiliated person of an affiliated 

person, of the Funds, except within the meaning of 

section 2(a)(3)(A) or (C) of the Act due solely to 

ownership of Shares. 

15Shares will be registered in book-entry form 

only. DTC or its nominee will be the registered 

owner of all outstanding Shares. Beneficial 

ownership of Shares will be shown on the records 

of DTC or DTC Participants. 

16See supra note 11. 

17Under accounting procedures followed by each 

Fund, trades made on the prior Business Day (‘‘T’’) 

will be booked and reflected in NAV on the current 

Business Day (T+1). Accordingly, the Funds will be 

able to disclose at the beginning of the Business Day 

the portfolio that will form the basis for the NAV 

calculation at the end of the Business Day. 

correct errors in the published Creation 

Basket. A Listing Market will 

disseminate every 15 seconds 

throughout the trading day an amount 

representing, on a per Share basis, the 

sum of the current value of the Deposit 

Instruments and the estimated Cash 

Amount. 

9. An investor purchasing or 

redeeming a Creation Unit from a Fund 

will be charged a fee (‘‘Transaction 

Fee’’) to prevent the dilution of the 

interests of the remaining shareholders 

resulting from costs in connection with 

the purchase or sale of Creation Units.13

All orders to purchase Creation Units 

must be placed with the Distributor by 

or through an Authorized Participant 

and the Distributor will transmit such 

orders to the Funds. The Distributor will 

be responsible for maintaining records 

of both the orders placed with it and the 

confirmations of acceptance furnished 

by it. 

10. Purchasers of Shares in Creation 

Units may hold such Shares or may sell 

such Shares into the secondary market. 

Shares will be listed and traded at 

negotiated prices on a Listing Market. 

The principal secondary market for 

Shares will be the Listing Market on 

which the Shares are listed and traded 

(the ‘‘Primary Listing Exchange’’). When 

the NYSE Arca, Inc. (‘‘NYSE Arca’’) is 

the Primary Listing Exchange, it is 

expected that one or more NYSE Arca 

member firms will be designated by the 

Listing Market to act as a market maker 

(a ‘‘Market Maker’’).14 The price of 

Shares trading on a Listing Market will 

be based on a current bid-offer in the 

secondary market. Purchases and sales 

of Shares in the secondary market will 

not involve a Fund and will be subject 

to customary brokerage commissions 

and charges. 

11. Applicants expect that purchasers 

of Creation Units will include 

institutional investors and arbitrageurs. 

Market Makers, in providing a fair and 

orderly secondary market for Shares, 

also may purchase Creation Units for 

use in their own market making 

activities. Applicants expect that 

secondary market purchasers of Shares 

will include both institutional and retail 

investors.15 Applicants believe that the 

structure and operation of the Funds 

will be designed to enable efficient 

arbitrage and, thereby, minimize the 

probability that Shares will trade at a 

material premium or discount to a 

Fund’s NAV. 

12. Shares will not be individually 

redeemable and owners of Shares may 

acquire those Shares from a Fund, or 

tender such shares for redemption to the 

Fund, in Creation Units only. To 

redeem, an investor must accumulate 

enough Shares to constitute a Creation 

Unit. Redemption requests must be 

placed by or through an Authorized 

Participant. As discussed above, 

redemptions of Creation Units will 

generally be made on an in-kind basis, 

subject to certain specified exceptions 

under which redemptions may be made 

in whole or in part on a cash basis, and 

will be subject to a Transaction Fee.16

13. Neither the Trust nor any Fund 

will be advertised or marketed or 

otherwise held out as a traditional openend investment company or mutual 

fund. Instead, each Fund will be 

marketed as an ‘‘actively managed 

exchange-traded fund.’’ All marketing 

materials that describe the features or 

method of obtaining, buying, or selling 

Creation Units, or Shares traded on a 

Listing Market, or refer to redeemability, 

will prominently disclose that Shares 

are not individually redeemable and 

that the owners of Shares may acquire 

those Shares from a Fund or tender 

those Shares for redemption to the Fund 

in Creation Units only. 

14. The Trust’s Web site (‘‘Web site’’), 

which will be publicly available prior to 

the public offering of Shares, will 

include each Fund’s prospectus 

(‘‘Prospectus’’) and/or Summary 

Prospectus, and Statement of Additional 

Information (‘‘SAI’’). The Web site will 

contain, on a per Share basis for each 

Fund, the prior Business Day’s NAV and 

the market closing price or mid-point of 

the bid/ask spread at the time of 

calculation of such NAV (‘‘Bid/Ask 

Price’’), and a calculation of the 

premium or discount of the market 

closing price or the Bid/Ask Price 

against such NAV. On each Business 

Day, prior to the commencement of 

trading in Shares on a Listing Market, 

the Adviser shall post on the Web site 

the identities and quantities of the 

Portfolio Instruments held by each Fund 

that will form the basis for the 

calculation of the NAV at the end of that 

Business Day.17

Applicants’ Legal Analysis 

1. Applicants request an order under 

section 6(c) of the Act granting an 

exemption from sections 2(a)(32), 

5(a)(1), 22(d) and 22(e) of the Act and 

rule 22c–1 under the Act; and under 

sections 6(c) and 17(b) of the Act 

granting an exemption from sections 

17(a)(1) and (2) of the Act, and under 

section 12(d)(1)(J) for an exemption 

from sections 12(d)(1)(A) and (B) of the 

Act. 

2. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security or transaction, or any 

class of persons, securities or 

transactions, from any provision of the 

Act, if and to the extent that such 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. Section 17(b) 

of the Act authorizes the Commission to 

exempt a proposed transaction from 

section 17(a) of the Act if evidence 

establishes that the terms of the 

transaction, including the consideration 

to be paid or received, are reasonable 

and fair and do not involve 

overreaching on the part of any person 

concerned, and the proposed 

transaction is consistent with the 

policies of the registered investment 

company and the general provisions of 

the Act. Section 12(d)(1)(J) of the Act 

provides that the Commission may 

exempt any person, security, or 

transaction, or any class or classes of 

persons, securities or transactions, from 

any provision of section 12(d)(1) if the 

exemption is consistent with the public 

interest and the protection of investors. 

Sections 5(a)(1) and 2(a)(32) of the Act 

3. Section 5(a)(1) of the Act defines an 

‘‘open-end company’’ as a management 

investment company that is offering for 

sale or has outstanding any redeemable 

security of which it is the issuer. 


emcdonald on DSK29S0YB1PROD with NOTICES
Federal Register / Vol. 77, No. 73 / Monday, April 16, 2012 / Notices 22619 

18Rule 15c6–1 under the Exchange Act requires 

that most securities transactions be settled within 

three business days of the trade. Applicants 

acknowledge that no relief obtained from the 

requirements of section 22(e) will affect any 

obligations applicants may have under rule 

15c6–1. 

Section 2(a)(32) of the Act defines a 

redeemable security as any security, 

other than short-term paper, under the 

terms of which the holder, upon its 

presentation to the issuer, is entitled to 

receive approximately a proportionate 

share of the issuer’s current net assets, 

or the cash equivalent. Because Shares 

will not be individually redeemable, 

applicants request an order that would 

permit the Trust and each Fund to 

redeem Shares in Creation Units only. 

Applicants state that investors may 

purchase Shares in Creation Units from 

each Fund and that Creation Units will 

always be redeemable in accordance 

with the provisions of the Act. 

Applicants further state that because the 

market price of Shares will be 

disciplined by arbitrage opportunities, 

investors should be able to sell Shares 

in the secondary market at prices that 

do not vary substantially from their 

NAV. 

Section 22(d) of the Act and Rule 

22c–1 Under the Act 

4. Section 22(d) of the Act, among 

other things, prohibits a dealer from 

selling a redeemable security that is 

currently being offered to the public by 

or through a principal underwriter, 

except at a current public offering price 

described in the prospectus. Rule 22c– 

1 under the Act generally requires that 

a dealer selling, redeeming, or 

repurchasing a redeemable security do 

so only at a price based on its NAV. 

Applicants state that secondary market 

trading in Shares will take place at 

negotiated prices, not at a current 

offering price described in the 

Prospectus, and not at a price based on 

NAV. Thus, purchases and sales of 

Shares in the secondary market will not 

comply with section 22(d) of the Act 

and rule 22c–1 under the Act. 

Applicants request an exemption under 

section 6(c) from these provisions. 

5. Applicants assert that the concerns 

sought to be addressed by section 22(d) 

of the Act and rule 22c–1 under the Act 

with respect to pricing are equally 

satisfied by the proposed method of 

pricing Shares. Applicants maintain 

that, while there is little legislative 

history regarding section 22(d), its 

provisions, as well as those of rule 22c– 

1, appear to have been designed to (a) 

prevent dilution caused by certain 

riskless-trading schemes by principal 

underwriters and contract dealers, (b) 

prevent unjust discrimination or 

preferential treatment among buyers 

resulting from sales at different prices, 

and (c) assure an orderly distribution of 

investment company shares by 

eliminating price competition from 

brokers offering shares at less than the 

published sales price and repurchasing 

shares at more than the published 

redemption price. 

6. Applicants believe that none of 

these purposes will be thwarted by 

permitting Shares to trade in the 

secondary market at negotiated prices. 

Applicants state that (a) secondary 

market trading in Shares does not 

involve the Funds as parties and cannot 

result in dilution of an investment in 

Shares, and (b) to the extent different 

prices exist during a given trading day, 

or from day to day, such variances occur 

as a result of third-party market forces, 

such as supply and demand. Therefore, 

applicants assert that secondary market 

transactions in Shares will not lead to 

discrimination or preferential treatment 

among purchasers. Finally, applicants 

contend that the proposed distribution 

system will be orderly because arbitrage 

activity will ensure that the difference 

between the market price of Shares and 

their NAV remains narrow. 

Section 22(e) of the Act 

7. Section 22(e) generally prohibits a 

registered investment company from 

suspending the right of redemption or 

postponing the date of payment of 

redemption proceeds for more than 

seven days after the tender of a security 

for redemption. Applicants observe that 

the settlement of redemptions of 

Creation Units of the Foreign and Global 

Funds is contingent not only on the 

settlement cycle of the U.S. securities 

markets but also on the delivery cycles 

present in foreign markets for 

underlying foreign Portfolio Instruments 

in which those Funds invest. Applicants 

have been advised that, under certain 

circumstances, the delivery cycles for 

transferring Portfolio Instruments to 

redeeming investors, coupled with local 

market holiday schedules, will require a 

delivery process of up to fourteen (14) 

calendar days. Applicants therefore 

request relief from section 22(e) in order 

to provide payment or satisfaction of 

redemptions within a longer number of 

calendar days as required for such 

payment or satisfaction in the principal 

local markets where transactions in the 

Portfolio Instruments of each Foreign 

and Global Fund customarily clear and 

settle, but in all cases no later than 

fourteen (14) days following the tender 

of a Creation Unit.18

8. Applicants state that section 22(e) 

was designed to prevent unreasonable, 

undisclosed and unforeseen delays in 

the actual payment of redemption 

proceeds. Applicants assert that the 

requested relief will not lead to the 

problems that section 22(e) was 

designed to prevent. Applicants state 

that the Prospectus and/or SAI will 

identify those instances in a given year 

where, due to local holidays, more than 

seven calendar days, up to a maximum 

of fourteen calendar days, will be 

needed to deliver redemption proceeds 

and will list such holidays. Applicants 

are not seeking relief from section 22(e) 

for Foreign and Global Funds that do 

not effect redemptions of Creation Units 

in-kind. 

Section 12(d)(1) of the Act 

9. Section 12(d)(1)(A) of the Act 

prohibits a registered investment 

company from acquiring shares of an 

investment company if the securities 

represent more than 3% of the total 

outstanding voting stock of the acquired 

company, more than 5% of the total 

assets of the acquiring company, or, 

together with the securities of any other 

investment companies, more than 10% 

of the total assets of the acquiring 

company. Section 12(d)(1)(B) of the Act 

prohibits a registered open-end 

investment company, its principal 

underwriter, or any other broker or 

dealer from selling its shares to another 

investment company if the sale will 

cause the acquiring company to own 

more than 3% of the acquired 

company’s voting stock, or if the sale 

will cause more than 10% of the 

acquired company’s voting stock to be 

owned by investment companies 

generally. 

10. Applicants request relief to permit 

Investing Funds to acquire Shares in 

excess of the limits in section 

12(d)(1)(A) of the Act and to permit the 

Funds, their principal underwriters and 

any Broker to sell Shares to Investing 

Funds in excess of the limits in section 

12(d)(l)(B) of the Act. 

11. Applicants assert that the 

proposed transactions will not lead to 

any of the abuses that section 12(d)(1) 

was designed to prevent. Applicants 

submit that the proposed conditions to 

the requested relief address the 

concerns underlying the limits in 

section 12(d)(1), which include 

concerns about undue influence, 

excessive layering of fees and overly 

complex structures. 

12. Applicants submit that their 

proposed conditions address any 

concerns regarding the potential for 

undue influence. To limit the control 

that an Investing Fund may have over a 

Fund, applicants propose a condition 

prohibiting the adviser of an Investing 


emcdonald on DSK29S0YB1PROD with NOTICES
22620 Federal Register / Vol. 77, No. 73 / Monday, April 16, 2012 / Notices 

19An ‘‘Investing Fund Affiliate’’ is any Investing 

Fund Adviser, Investing Fund Sub-Adviser, 

Sponsor, promoter and principal underwriter of an 

Investing Fund, and any person controlling, 

controlled by or under common control with any 

of these entities. ‘‘Fund Affiliate’’ is an investment 

adviser, promoter, or principal underwriter of a 

Fund or any person controlling, controlled by or 

under common control with any of these entities. 

20Any reference to NASD Conduct Rule 2830 

includes any successor or replacement rule that 

may be adopted by the Financial Industry 

Regulatory Authority. 

21Applicants anticipate that most Investing 

Funds will purchase Shares in the secondary 

market and will not purchase or redeem Creation 

Units directly from a Fund. Relief from section 

17(a) is not required when an Investing Fund that 

is an affiliate or Second Tier Affiliate of a Fund 

purchases or sells Shares in the secondary market 

as such transactions are not principal transactions 

with the Fund. However, the requested relief would 

apply to direct sales of Shares in Creation Units by 

a Fund to an Investing Fund and redemptions of 

those Shares in Creation Units. The requested relief 

is intended to cover transactions that would 

accompany such sales and redemptions. Applicants 

are not seeking relief from section 17(a) for, and the 

requested relief will not apply to, transactions 

where a Fund could be deemed an affiliated person, 

or an affiliated person of an affiliated person of an 

Investing Fund because the Adviser or an entity 

controlling, controlled by or under common control 

with the Adviser is also an investment adviser to 

that Investing Fund. 

Management Company (‘‘Investing Fund 

Adviser’’), sponsor of an Investing Trust 

(‘‘Sponsor’’), any person controlling, 

controlled by, or under common control 

with the Investing Fund Adviser or 

Sponsor, and any investment company 

or issuer that would be an investment 

company but for sections 3(c)(1) or 

3(c)(7) of the Act that is advised or 

sponsored by the Investing Fund 

Adviser, the Sponsor, or any person 

controlling, controlled by, or under 

common control with the Investing 

Fund Adviser or Sponsor (‘‘Investing 

Fund’s Advisory Group’’) from 

controlling (individually or in the 

aggregate) a Fund within the meaning of 

section 2(a)(9) of the Act. The same 

prohibition would apply to any subadviser to an Investing Fund (‘‘Investing 

Fund Sub-Adviser’’), any person 

controlling, controlled by or under 

common control with the Investing 

Fund Sub-Adviser, and any investment 

company or issuer that would be an 

investment company but for sections 

3(c)(1) or 3(c)(7) of the Act (or portion 

of such investment company or issuer) 

advised or sponsored by the Investing 

Fund Sub-Adviser or any person 

controlling, controlled by or under 

common control with the Investing 

Fund Sub-Adviser (‘‘Investing Fund’s 

Sub-Advisory Group’’). 

13. Applicants propose a condition to 

ensure that no Investing Fund or 

Investing Fund Affiliate 19 (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 an 

offering of securities during the 

existence of an underwriting or selling 

syndicate of which a principal 

underwriter is an Underwriting Affiliate 

(‘‘Affiliated Underwriting’’). An 

‘‘Underwriting Affiliate’’ is a principal 

underwriter in any underwriting or 

selling syndicate that is an officer, 

director, member of an advisory board, 

Investing Fund Adviser, Investing Fund 

Sub-Adviser, employee or Sponsor of 

the Investing Fund, or a person of which 

any such officer, director, member of an 

advisory board, Investing Fund Adviser, 

Investing Fund Sub-Adviser, employee 

or Sponsor is an affiliated person 

(except any person whose relationship 

to the Fund is covered by section 10(f) 

of the Act is not an Underwriting 

Affiliate). 

14. Applicants propose several 

conditions to address the potential for 

layering of fees. Applicants note that the 

board of directors or trustees (‘‘Board’’) 

of any Investing Management Company, 

including a majority of the directors or 

trustees who are not ‘‘interested 

persons’’ within the meaning of section 

2(a)(19) of the Act (‘‘disinterested 

directors or trustees’’), will be required 

to find that the advisory fees charged 

under the contract are based on services 

provided that will be in addition to, 

rather than duplicative of, services 

provided under the advisory contract of 

any Fund in which the Investing 

Management Company may invest. 

Applicants also state that 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 2830.20

15. Applicants submit that the 

proposed arrangement will not create an 

overly complex fund structure. 

Applicants note that a Fund will be 

prohibited from acquiring 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. 

16. To ensure that an Investing Fund 

is aware of the terms and conditions of 

the requested order, the Investing Funds 

must enter into an agreement with the 

respective Funds (‘‘FOF Participation 

Agreement’’). The FOF Participation 

Agreement will include an 

acknowledgement from the Investing 

Fund that it may rely on the order only 

to invest in a Fund and not in any other 

investment company. 

Section 17(a) of the Act 

17. Section 17(a) of the Act generally 

prohibits an affiliated person of a 

registered investment company, or an 

affiliated person of such person 

(‘‘Second Tier Affiliates’’), from selling 

any security to or purchasing any 

security from the company. Section 

2(a)(3) of the Act defines ‘‘affiliated 

person’’ to include any person directly 

or indirectly owning, controlling, or 

holding with power to vote 5% or more 

of the outstanding voting securities of 

the other person and any person directly 

or indirectly controlling, controlled by, 

or under common control with, the 

other person. Section 2(a)(9) of the Act 

provides that a control relationship will 

be presumed where one person owns 

more than 25% of another person’s 

voting securities. The Funds may be 

deemed to be controlled by the Adviser 

or an entity controlling, controlled by or 

under common control with the Adviser 

and hence affiliated persons of each 

other. In addition, the Funds may be 

deemed to be under common control 

with any other registered investment 

company (or series thereof) advised by 

the Adviser or an entity controlling, 

controlled by or under common control 

with the Adviser (an ‘‘Affiliated Fund’’). 

18. Applicants request an exemption 

under sections 6(c) and 17(b) of the Act 

from sections 17(a)(1) and 17(a)(2) of the 

Act to permit in-kind purchases and 

redemptions of Creation Units from the 

Funds by persons that are affiliated 

persons or Second Tier Affiliates of the 

Funds solely by virtue of one or more 

of the following: (a) Holding 5% or 

more, or more than 25%, of the Shares 

of the Trust of one or more Funds; (b) 

having an affiliation with a person with 

an ownership interest described in (a); 

or (c) holding 5% or more, or more than 

25%, of the shares of one or more 

Affiliated Funds. Applicants also 

request an exemption in order to permit 

each Fund to sell Shares to and redeem 

Shares from, and engage in the 

transactions that would accompany 

such sales and redemptions with, any 

Investing Fund of which the Fund is an 

affiliated person or Second-Tier 

Affiliate.21

19. Applicants contend that no useful 

purpose would be served by prohibiting 

such affiliated persons or Second Tier 

Affiliates from acquiring or redeeming 

Creation Units through in-kind 

transactions. Both the deposit 

procedures for in-kind purchases of 


emcdonald on DSK29S0YB1PROD with NOTICES
Federal Register / Vol. 77, No. 73 / Monday, April 16, 2012 / Notices 22621 

22Applicants acknowledge that the receipt of 

compensation by (a) an affiliated person of an 

Investing Fund, or an affiliated person of such 

person, for the purchase by the Investing Fund of 

Shares of a Fund or (b) an affiliated person of a 

Fund, or an affiliated person of such person, for the 

sale by the Fund of its Shares to an Investing Fund, 

may be prohibited by section 17(e)(1) of the Act. 

The FOF Participation Agreement also will include 

this acknowledgment. 

Creation Units and the redemption 

procedures for in-kind redemptions will 

be the same for all purchases and 

redemptions. Deposit Instruments and 

Redemptions Instruments will be valued 

in the same manner as the Portfolio 

Instruments held by the relevant Fund. 

Applicants thus believe that in-kind 

purchases and redemptions will not 

result in self-dealing or overreaching of 

the Fund. 

20. Applicants also submit that the 

sale of Shares to and redemption of 

Shares from an Investing Fund satisfies 

the standards for relief under sections 

17(b) and 6(c) of the Act. Applicants 

note that any consideration paid for the 

purchase or redemption of Creation 

Units directly from a Fund will be based 

on the NAV of the Fund.22 The FOF 

Participation Agreement will require 

any Investing Fund that purchases 

Creation Units directly from a Fund to 

represent that the purchase will be in 

compliance with its investment 

restrictions and consistent with the 

investment policies set forth in its 

registration statement. Applicants also 

state that the proposed transactions are 

consistent with the general purposes of 

the Act and appropriate in the public 

interest. 

Applicants’ Conditions 

Applicants agree that any order of the 

Commission granting the requested 

relief will be subject to the following 

conditions: 

A. Actively Managed Exchange-Traded 

Fund Relief 

1. As long as a Fund operates in 

reliance on the requested Order, the 

Shares of the Fund will be listed on a 

Listing Market. 

2. Neither the Trust nor any Fund will 

be advertised or marketed as an openend investment company or a mutual 

fund. Any advertising material that 

describes the purchase or sale of 

Creation Units or refers to redeemability 

will prominently disclose that Shares 

are not individually redeemable and 

that owners of the Shares may acquire 

Shares from a Fund and tender Shares 

for redemption to the Fund in Creation 

Units only. 

3. The Web site, which is and will be 

publicly accessible at no charge, will 

contain, on a per Share basis for each 

Fund, the prior Business Day’s NAV, the 

market closing price or the Bid/Ask 

Price, and a calculation of the premium 

or discount of the market closing price 

or Bid/Ask Price against such NAV. 

4. On each Business Day, before 

commencement of trading in Shares on 

a Listing Market, each Fund will 

disclose on the Web site the identities 

and quantities of the Portfolio 

Instruments held by the Fund that will 

form the basis for the Fund’s calculation 

of NAV at the end of that Business Day. 

5. No Adviser or any Sub-Adviser, 

directly or indirectly, will cause any 

Authorized Participant (or any investor 

on whose behalf an Authorized 

Participant may transact with the Fund) 

to acquire any Deposit Instrument for a 

Fund through a transaction in which the 

Fund could not engage directly. 

6. The requested order will expire on 

the effective date of any Commission 

rule under the Act that provides relief 

permitting the operation of actively 

managed ETFs. 

B. Section 12(d)(1) Relief 

1. The members of the Investing 

Fund’s Advisory Group will not control 

(individually or in the aggregate) a Fund 

within the meaning of section 2(a)(9) of 

the Act. The members of the Investing 

Fund’s Sub-Advisory Group will not 

control (individually or in the aggregate) 

a Fund within the meaning of section 

2(a)(9) of the Act. If, as a result of a 

decrease in the outstanding voting 

securities of a Fund, the Investing 

Fund’s Advisory Group or the Investing 

Fund’s Sub-Advisory Group, each in the 

aggregate, becomes a holder of more 

than 25 percent of the outstanding 

voting securities of a Fund, it will vote 

its Shares in the same proportion as the 

vote of all other holders of the Fund’s 

Shares. This condition does not apply to 

the Investing Fund’s Sub-Advisory 

Group with respect to a Fund for which 

the Investing Fund Sub-Adviser or a 

person controlling, controlled by or 

under common control with the 

Investing Fund Sub-Adviser acts as the 

investment adviser within the meaning 

of section 2(a)(20)(A) of the Act. 

2. No Investing Fund or Investing 

Fund Affiliate will cause any existing or 

potential investment by the Investing 

Fund in a Fund to influence the terms 

of any services or transactions between 

the Investing Fund or an Investing Fund 

Affiliate and the Fund or a Fund 

Affiliate. 

3. The Board of an Investing 

Management Company, including a 

majority of the disinterested directors or 

trustees, will adopt procedures 

reasonably designed to ensure that the 

Investing Fund Adviser and any 

Investing Fund Sub-Adviser are 

conducting the investment program of 

the Investing Management Company 

without taking into account any 

consideration received by the Investing 

Management Company or an Investing 

Fund Affiliate from a Fund or a Fund 

Affiliate in connection with any services 

or transactions. 

4. Once an investment by an Investing 

Fund in the Shares of a Fund exceeds 

the limit in section l2(d)(1)(A)(i) of the 

Act, the board, including a majority of 

the disinterested board members, will 

determine that any consideration paid 

by the Fund to the Investing Fund or an 

Investing Fund Affiliate in connection 

with any services or transactions: (i) Is 

fair and reasonable in relation to the 

nature and quality of the services and 

benefits received by the Fund; (ii) is 

within the range of consideration that 

the Fund would be required to pay to 

another unaffiliated entity in connection 

with the same services or transactions; 

and (iii) does not involve overreaching 

on the part of any person concerned. 

This condition does not apply with 

respect to any services or transactions 

between a Fund and its investment 

adviser(s), or any person controlling, 

controlled by or under common control 

with such investment adviser(s). 

5. The Investing Fund Adviser, trustee 

or Sponsor, as applicable, will waive 

fees otherwise payable to it by the 

Investing Fund in an amount at least 

equal to any compensation (including 

fees received pursuant to any plan 

adopted under rule 12b–l under the Act) 

received from a Fund by the Investing 

Fund Adviser, trustee or Sponsor, or an 

affiliated person of the Investing Fund 

Adviser, trustee or Sponsor, other than 

any advisory fees paid to the Investing 

Fund Adviser, trustee or Sponsor, or its 

affiliated person by the Fund, in 

connection with the investment by the 

Investing Fund in the Fund. Any 

Investing Fund Sub-Adviser will waive 

fees otherwise payable to the Investing 

Fund Sub-Adviser, directly or 

indirectly, by the Investing Fund in an 

amount at least equal to any 

compensation received from a Fund by 

the Investing Fund Sub-Adviser, or an 

affiliated person of the Investing Fund 

Sub-Adviser, other than any advisory 

fees paid to the Investing Fund SubAdviser or its affiliated person by the 

Fund, in connection with any 

investment by the Investing Fund in the 

Fund made at the direction of the 

Investing Fund Sub-Adviser. In the 

event that the Investing Fund SubAdviser waives fees, the benefit of the 

waiver will be passed through to the 

Investing Fund. 


emcdonald on DSK29S0YB1PROD with NOTICES
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