15786 Federal Register / Vol. 74, No. 65 / Tuesday, April 7, 2009 / Notices 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice pursuant to 39 U.S.C. 

3641(c)(1) that it will begin a market test 

of Collaborative Logistics on May 6, 

2009. The Postal Service has filed the 

notice appearing below with the Postal 

Regulatory Commission; documents are 

available at http://www.prc.gov, Docket 

No. MT2009–1. 

Neva R. Watson, 

Attorney, Legislative. 

[FR Doc. E9–7765 Filed 4–6–09; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

28685; 812–13525] 

Bridgeway Capital Management, Inc.; 

Notice of Application 

April 1, 2009. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application for an 

order pursuant to section 2(a)(9) of the 

Investment Company Act of 1940 

(‘‘Act’’). 

SUMMARY OF APPLICATION: Bridgeway 

Capital Management, Inc. (‘‘Bridgeway 

Capital’’) requests an order declaring 

that Leonora R. Montgomery (‘‘Leonora 

Montgomery’’) does not control 

Bridgeway Capital. 

APPLICANT: Bridgeway Capital. 

FILING DATES: The application was filed 

on April 21, 2008 and amended on 

October 2, 2008. Applicant has 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 application will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicant with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on April 27, 2009, and 

should be accompanied by proof of 

service on applicant, 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, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–1090; 

Applicant, 5615 Kirby Drive, Suite 518, 

Houston, TX 77005–2448. 

FOR FURTHER INFORMATION CONTACT: 

Steven I. Amchan, Attorney Adviser, at 

(202) 551–6826, or Marilyn Mann, 

Branch Chief, 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 for a fee at the 

Commission’s Public Reference Room, 

100 F Street, NE., Washington, DC 

20549–1520 (telephone (202) 551–5850). 

Applicant’s Representations: 

1. Bridgeway Capital, a Texas 

corporation, is registered with the 

Commission as an investment adviser 

under the Investment Advisers Act of 

1940, and is engaged in the business of 

providing investment advisory services 

to investment companies registered 

under the Act (‘‘RICs’’), high net worth 

individuals, and institutional clients. As 

of the date of the application, Bridgeway 

Capital has investment advisory or 

subadvisory agreements with Bridgeway 

Funds, Inc., Calvert Large-Cap Growth 

Fund, Equitable Calvert Socially 

Responsible Portfolio, Valic I—Small 

Cap Fund, Valic II—Capital 

Appreciation Fund, State Farm Variable 

Small/Mid Cap Equity Fund, State Farm 

Retail Small/Mid Cap Equity Fund, and 

Calvert New Vision Small Cap-Fund, 

each of which is an open-end RIC. 

Bridgeway Capital was founded in 1993 

by John N.R. Montgomery (‘‘John 

Montgomery’’). John Montgomery has 

served as chairman and president of 

Bridgeway Capital since its inception. 

2. The capitalization of Bridgeway 

Capital currently consists of 3,000 

shares of authorized common stock, of 

which 1,175.877 shares are issued and 

outstanding (‘‘Bridgeway Capital 

Common Stock’’). As of December 31, 

2008, John Montgomery owned 766.800 

shares (65.21%), Leonora Montgomery, 

John Montgomery’s mother, owned 

359.545 shares (30.58%), Franklin J. 

Montgomery, John Montgomery’s 

brother, owned 4.714 shares (0.40%), 

Catherine A. Montgomery, Franklin J. 

Montgomery’s spouse, owned 0.560 

shares (0.05%), Bethany M. Hays and 

Catherine M. Tinsley, John 

Montgomery’s sisters, each owned 0.560 

shares (0.05%), Diana Ryan and Diane 

Matthes, friends of Leonora 

Montgomery, owned 0.780 shares 

(0.07%) and 0.280 shares (0.02%) 

respectively, and the Bridgeway Capital 

Employee Stock Ownership Program 

(‘‘ESOP’’) owned 42.078 shares (3.58%). 

3. Leonora Montgomery received her 

shares of Bridgeway Capital Common 

Stock in 1995 and 1996 in exchange for 

an investment in Bridgeway Capital. 

Leonora Montgomery does not currently 

have, nor has she ever had, any 

significant or material interactions with 

Bridgeway Capital other than her 

ownership of Bridgeway Capital 

Common Stock. She has never served as 

an officer or director of Bridgeway 

Capital or been involved in the 

operation of Bridgeway Capital, and her 

interest in Bridgeway Capital is purely 

that of a passive long-term shareholder. 

4. Leonora Montgomery executed her 

written last will and testament (‘‘Will’’) 

on April 19, 2007. The Will provides 

that at the time of her death, Leonora 

Montgomery’s Bridgeway Capital 

Common Stock will be transferred in 

equal amounts to each of her four 

children (i.e., 7.65% of outstanding 

Bridgeway Capital Common Stock to 

each of John Montgomery, Franklin J. 

Montgomery, Bethany M. Hays and 

Catherine M. Tinsley based on 

ownership data as of December 31, 

2008). Absent any ensuing issuance of 

Bridgeway Capital Common Stock, such 

future transfer of shares will result in 

the increase of John Montgomery’s 

aggregate share ownership in Bridgeway 

Capital Common Stock from 65.21% to 

72.86% (based on ownership data as of 

December 31, 2008). 

5. No changes are contemplated in the 

existing management or operations of 

Bridgeway Capital in connection with 

the future transfer of Bridgeway Capital 

Common Stock. John Montgomery will 

continue to serve as chairman and 

president of Bridgeway Capital. It is 

currently contemplated that no share 

transactions will be effected by 

Bridgeway Capital that would have the 

effect of materially reducing John 

Montgomery’s ownership of Bridgeway 

Capital Common Stock. 

Applicant’s Legal Analysis: 

1. Bridgeway Capital requests an 

order under section 2(a)(9) of the Act 

declaring that Leonora Montgomery 

does not control it. Section 2(a)(9) 

defines ‘‘control’’ as the power to 

exercise a controlling influence over the 

management or policies of a company. 

Section 2(a)(9) also provides that any 

person who owns beneficially, either 

directly or through one or more 

controlled companies, more than 25 

percent of the voting securities of a 

company shall be presumed to control 

the company. Section 2(a)(9) further 

provides that this presumption may be 

rebutted by evidence but continues until 

a determination to the contrary is made 

by the Commission. For the reasons set 

forth below, applicant believes that the 

Federal Register / Vol. 74, No. 65 / Tuesday, April 7, 2009 / Notices 15787 

1Bridgeway Capital’s Articles of Incorporation do 

include one provision requiring a three-fourths 

affirmative vote of creditors or shareholders, as the 

case may be, to agree to proposed compromises or 

arrangements (including a reorganization) between 

Bridgeway Capital and its creditors or shareholders, 

as the case may be, over which a court has 

jurisdiction. 

2Since April 1995, when Leonora Montgomery 

became a shareholder in Bridgeway Capital, 

Leonora Montgomery has voted on each matter that 

has required a shareholder vote (whether at a formal 

shareholder meeting or by written consent) in the 

same manner as John Montgomery. Additionally, 

even if Leonora Montgomery did attempt to exercise 

actual control, John Montgomery is the majority 

shareholder, and as such, Leonora Montgomery 

could only have a limited influence on the 

operations of Bridgeway Capital. 

evidence presented in the application 

rebuts the presumption that Leonora 

Montgomery controls Bridgeway Capital 

as a result of her ownership of more 

than 25 percent of Bridgeway Capital’s 

voting securities. 

2. If Leonora Montgomery were 

determined to control Bridgeway 

Capital, the future transfer of her 

Bridgeway Capital Common Stock could 

be deemed to result in the 

‘‘assignment,’’ as defined in section 

2(a)(4) of the Act, of Bridgeway Capital’s 

investment advisory or subadvisory 

agreement with each RIC advised or 

subadvised by Bridgeway Capital at the 

time of the transfer (‘‘Fund’’), resulting 

in the automatic termination of each 

investment advisory or subadvisory 

agreement in accordance with section 

15(a)(4) of the Act. If the investment 

advisory or subadvisory agreements 

were terminated, a new investment 

advisory or subadvisory agreement 

would have to be approved by each 

Fund’s board of directors and 

shareholders pursuant to section 15(a) 

of the Act, even though there would be 

no change to the terms of the investment 

advisory or subadvisory agreements, or 

to the investment policies, personnel, 

operations, or actual control of 

Bridgeway Capital as a result of the 

transfer of Bridgeway Capital Common 

Stock. Bridgeway Capital wants to 

eliminate the need for a special meeting 

of the shareholders of each Fund and to 

avoid the burden and expense of 

soliciting proxies merely for the purpose 

of approving an investment advisory or 

subadvisory agreement that would be 

identical to the existing investment 

advisory or subadvisory agreement, 

which already has been approved by 

each Fund’s board of directors and 

shareholders in accordance with section 

15(a) of the Act. 

3. Since Bridgeway Capital’s 

inception, John Montgomery has solely 

‘‘controlled’’ Bridgeway Capital, as that 

term is defined in section 2(a)(9) of the 

Act, and has been involved in the active 

management of all aspects of the 

operations and affairs of Bridgeway 

Capital in his capacity as chairman, 

president, and majority shareholder. 

Additionally, the shareholder voting 

provisions of Bridgeway Capital’s 

articles of incorporation and by-laws 

support the fact that only John 

Montgomery controls Bridgeway 

Capital. For purposes of any meeting of 

shareholders, a quorum consists of the 

holders of 50% of the issued and 

outstanding Bridgeway Capital Common 

Stock entitled to vote, present in person 

or by proxy. Furthermore, assuming a 

quorum is present, any matter to be 

voted upon must be approved by a vote 

of a majority of Bridgeway Capital 

Common Stock present in person or by 

proxy.1 Each shareholder is entitled to 

one vote for each share of Bridgeway 

Capital Common Stock owned by such 

shareholder. As a result of John 

Montgomery’s current 65.21% 

ownership of Bridgeway Capital 

Common Stock, a quorum cannot be 

reached without John Montgomery’s 

shares of Bridgeway Capital Common 

Stock. Moreover, John Montgomery has 

sufficient voting power to control the 

election of directors as well as any other 

matter to be voted upon at a shareholder 

meeting.2

4. Applicant represents that Leonora 

Montgomery has never exercised, and 

will not exercise, a controlling influence 

over the management or policies of 

Bridgeway Capital and that John 

Montgomery does and will exercise 

control over its management. Applicant 

thus submits that the facts prescribed in 

the application rebut the presumption of 

control created by section 2(a)(9) of the 

Act. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7776 Filed 4–6–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

FEDERAL REGISTER CITATION OF PREVIOUS

ANNOUNCEMENT: [74 FR 14829, April 1, 

2009.] 

STATUS: Closed Meeting. 

PLACE: 100 F Street, NE., Washington, 

DC. 

DATE AND TIME OF PREVIOUSLY ANNOUNCED

MEETING: Thursday, April 2, 2009 at 2 

p.m. 

CHANGE IN THE MEETING: Time Change. 

The Closed Meeting scheduled for 

Thursday, April 2, 2009 at 2 p.m. has 

been changed to Thursday, April 2, 

2009 at 3 p.m. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. For further 

information and to ascertain what, if 

any, matters have been added, deleted 

or postponed, please contact the Office 

of the Secretary at (202) 551–5400. 

Dated: April 2, 2009. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–7848 Filed 4–6–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

In the Matter of Xino Corp. (n/k/a Asher 

Xino Corp.), Xstream Mobile Solutions 

Corp., Yellowbubble.com, Inc. (n/k/a 

Reality Racing, Inc.), Yes! 

Entertainment Corp., and Yifan 

Communications, Inc.; Order of 

Suspension of Trading 

April 3, 2009. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Xino Corp. 

(n/k/a Asher Xino Corp.) because it has 

not filed any periodic reports since it 

filed a Form 10–QSB for the period 

ended September 30, 2002. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Xstream 

Mobile Solutions Corp. because it has 

not filed any periodic reports since it 

filed a Form 10–KSB for the period 

ended September 30, 2006. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of 

Yellowbubble.com, Inc. (n/k/a Reality 

Racing, Inc.) because it has not filed any 

periodic reports since it filed a Form 

10–QSB for the period ended March 31, 

2001. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Yes! 

Entertainment Corp. because it has not 

filed any periodic reports since it filed 

a Form 10–Q for the period ended 

September 30, 1998. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Yifan