BofA Funds Series Trust, et al., Notice of Application, 41443-41446 [2013-16536]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 78, Number 132 (Wednesday, July 10, 2013)]
[Notices]
[Pages 41443-41446]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2013-16536]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 30590; 812-14096]


BofA Funds Series Trust, et al., Notice of Application

July 3, 2013.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application for an order under sections 6(c) and 
17(b) of the Investment Company Act of 1940 (the ``Act'') for an 
exemption from section 17(a) of the Act.

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APPLICANTS:  BofA Advisors, LLC (together with any successor,\1\ the 
``Advisor''),\2\ BofA Funds Series Trust (``Trust'' and each series of 
the Trust, a ``Current Fund,'' and collectively, the ``Current 
Funds''),\3\ any existing or future registered management investment 
companies and their series that are advised or subadvised by the 
Advisor (``Future Funds,'' Future Funds and Current Funds are 
collectively the ``Funds''),\4\ and Merrill Lynch, Pierce, Fenner & 
Smith Incorporated (together with any successor, ``MLPF&S''). All the 
Funds are money market funds subject to rule 2a-7 under the Act.
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    \1\ The term ``successor'' is limited to an entity that results 
from a reorganization into another jurisdiction, a change in the 
type of business organization or a combination, consolidation or 
reorganization of any of the entities referred to above, including 
any such combination, consolidation or reorganization effected 
through the use of a ``shell'' entity controlled by any of the 
foregoing entities, provided that such combination, consolidation or 
reorganization does not result in a change of direct or indirect 
control of such entity.
    \2\ For purposes of the relief sought by the Applicants, the 
term ``Advisor'' also includes any other existing or future 
investment adviser registered under the Investment Advisers Act of 
1940 (``Advisers Act'') which controls, is controlled by, or is 
under common control with (as defined in Section 2(a)(9) of the Act) 
the Advisor. Any Advisor that currently intends to rely on the 
requested order is named as an Applicant in this Application. Any 
other Advisor that relies on the order in the future will comply 
with the terms and conditions of the application.
    \3\ The Trust offers eleven series: BofA Cash Reserves, BofA 
Money Market Reserves, BofA Treasury Reserves, BofA Government 
Reserves, BofA Government Plus Reserves, BofA Tax-Exempt Reserves, 
BofA Municipal Reserves, BofA California Tax-Exempt Reserves, BofA 
New York Tax-Exempt Reserves, BofA Connecticut Municipal Reserves 
and BofA Massachusetts Municipal Reserves.
    \4\ Any Fund that currently intends to rely on the requested 
order is named as an applicant in the application. Any Future Fund 
that relies on the order in the future will comply with the terms 
and conditions of the application.

SUMMARY OF APPLICATION:  Applicants request an order to permit the 
Funds to engage in principal transactions in certain tax-exempt money 
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market instruments with MLPF&S.

FILING DATES:  The application was filed on November 19, 2012, and 
amended on May 14, 2013.

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 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 July 29, 2013, and should be accompanied by proof of service on 
the 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 may request notification of a hearing by writing to 
the Commission's Secretary.

ADDRESSES: Elizabeth M. Murphy, Secretary, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants: c/
o Robert M. Kurucza, Esq., Goodwin Procter LLP, 901 New York Avenue 
NW., Washington, DC 20001.

FOR FURTHER INFORMATION CONTACT: Emerson S. Davis, Senior Counsel, 
(202) 551-6868 or Daniele Marchesani, Branch Chief, (202) 551-6821 
(Division of Investment Management, Exemptive Applications Office).

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 https://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. The Trust, an open-end management company registered under the 
Act, is organized as a Delaware statutory trust and is comprised of 
eleven series that are Funds. The Advisor, an investment adviser 
registered under the Advisers Act, is a direct wholly-owned subsidiary 
of BofA Global Capital Management Group, LLC, which is a direct wholly-
owned subsidiary of Bank of America, which in turn is an indirect, 
wholly-owned banking subsidiary of Bank of America Corporation 
(``BAC''). Each Fund has an investment advisory agreement with the 
Advisor pursuant to which the Advisor provides investment advisory and 
management services. MLPF&S, a broker-dealer registered under the 
Securities Exchange Act of 1934, provides retail brokerage customer 
services and operates as a full service investment banking firm with a 
broad range of investment banking services, among which are the public 
underwriting and private placement of equity and debt securities, 
including a wide variety of Tax-Exempt Money Market Instruments (as 
defined below). MLPF&S is a wholly-owned subsidiary of Merrill Lynch & 
Co. (``ML&Co''), which is a wholly-owned subsidiary of BAC.
    2. Applicants state that the Advisor and MLPF&S are functionally 
independent of each other and operate as completely separate entities. 
While MLPF&S and the Advisor could be deemed second-tier affiliates 
through their relationship with BAC, each entity has its own separate 
directors, officers and employees, is separately capitalized, maintains 
its own books and records and operates on different sides of walls of 
separation with respect to the Funds and Tax-Exempt Money Market 
Instruments. The Advisor also maintains offices physically separate 
from MLPF&S.
    3. Investment decisions for the Funds are determined solely by the 
Advisor. The portfolio managers and other employees that are 
responsible for the investment of the Funds are employed solely by the 
Advisor, and not MLPF&S, and have lines of reporting responsibility 
solely within the Advisor. The compensation of persons employed by the 
Advisor will not depend on the volume or nature of trades with MLPF&S, 
except to the extent that such trades may affect the profits and losses 
of BAC and its affiliates as a whole and such trades affect the 
investment performance of a Fund.
    4. As used in the application, the term ``Tax-Exempt Money Market 
Instruments'' refers to tax-exempt securities which are eligible for 
purchase by money market funds under rule 2a-7, including conventional 
municipal notes, tax-exempt commercial paper, and variable rate demand 
bonds. The term ``Tax-Exempt Money Market Instruments'' does not 
include ``Government Securities'' as defined under Section 2(a)(16) of 
the Investment Company Act. Each Fund is

[[Page 41444]]

able to invest in Tax-Exempt Money Market Instruments under its 
investment objectives and policies.
    5. Trading in Tax-Exempt Money Market Instruments generally takes 
place in over-the-counter markets consisting of groups of dealers who 
are primarily major securities firms or large banks. The tax-exempt 
money market consists of an extensive telephonic and electronic 
communications network among buyers and sellers, which generally 
precludes being able to obtain a single market price for a given 
instrument at any given time. Applicants state that the money market 
for Tax-Exempt Money Market Instruments tends to be somewhat segmented. 
The markets for the different types of instruments will vary in terms 
of price, volatility, liquidity and availability. With respect to any 
given type of security or instrument, there may be only a few dealers 
who can be expected to have the security in inventory and be in a 
position to quote a purchase and sale price that is the best price. 
Applicants also state that different dealers may quote different prices 
with respect to the same type of instrument because of differing 
outlooks on future yields, to adjust their inventory or because of 
competitive pressure to meet other dealers' quotes.
    6. MLPF&S is one of the world's largest dealers in Tax-Exempt Money 
Market Instruments, being a major participant in both the primary new 
issue, and in the secondary dealer, tax-exempt money markets. During 
the period January 1, 2013, to April 6, 2013, MLPF&S underwrote 
approximately $547 million in new issues of municipal notes, acting as 
senior manager, and its market share in the municipal 2013 new issue 
note market as of April 6, 2013, was estimated to be approximately 
11.4%, acting as lead manager. At April 10, 2013, MLPF&S acted as 
dealer for tax-exempt commercial papers programs in an authorized 
amount of approximately $20.5 billion. MLPF&S's market share in the 
tax-exempt commercial paper market was estimated by the Advisor to be 
18.4% as of December 31, 2012. MLPF&S estimates that its market share 
in the new issue market for variable rate demand bonds was 16.5% for 
the period January 1, 2013, through April 6, 2013. During the period 
January 1, 2013, to April 11, 2013, MLPF&S underwrote approximately 
$265.1 million in new issues of variable rate demand bonds as senior 
manager. MLPF&S acted as remarketing agent for approximately $43.4 
billion of variable rate demand bonds as of March 31, 2013, with a 
market share of approximately 18.8%. MLPF&S is the remarketing agent 
for approximately $3.5 billion of put bonds outstanding as of April 11, 
2013.
    7. Subject to the general supervision of the board of trustees of 
the Funds (``Board''), the Advisor is responsible for portfolio 
investment decisions and for the placement of portfolio transactions. 
The Funds have no obligation to deal with any dealer or group of 
dealers in the execution of their portfolio transactions. When placing 
orders, the Advisor must attempt to obtain the best net price and the 
most favorable execution of its orders. In doing so, it takes into 
account such factors as price, the size, type and difficulty of the 
transaction involved and the dealer's general execution and operational 
facilities. The transaction costs of the Funds with respect to Tax-
Exempt Money Market Instruments consist primarily of dealer or 
underwriter spreads. Spreads for Tax-Exempt Money Market Instruments 
typically are not greater than 5 basis points (0.05%), but are subject 
to variations based on the type of instruments or the occurrence of 
turbulent market conditions.

Applicants' Legal Analysis

    1. Applicants request an order pursuant to sections 6(c) and 17(b) 
of the Act exempting certain transactions from the provisions of 
section 17(a) of the Act to permit MLPF&S, acting as principal, to sell 
or purchase Tax-Exempt Money Market Instruments to or from the Funds, 
subject to the conditions set forth below.
    2. Section 17(a) of the Act generally prohibits an affiliated 
person or principal underwriter of a registered investment company, or 
any affiliated person of that person (``second-tier affiliate''), 
acting as principal, from selling to or purchasing from the registered 
company, or any company controlled by the registered company, any 
security or other property. Because BAC owns ML&Co, which in turn, owns 
MLPF&S, ML&Co and MLPF&S could both be deemed to be ``affiliated 
persons'' of the Advisor, in which case the Funds and MLPF&S could be 
deemed second-tier affiliates, and the Funds could be prohibited from 
conducting portfolio transactions with MLPF&S in transactions in which 
MLPF&S acts as principal.
    3. Section 17(b) of the Act provides that the Commission, upon 
application, may exempt a transaction from the provisions of section 
17(a) if evidence establishes that the terms of the proposed 
transaction, including the consideration to be paid, are reasonable and 
fair, and do not involve overreaching on the part of any person 
concerned, and that the proposed transaction is consistent with the 
policy of the registered investment company concerned and with the 
general purposes of the Act. Section 6(c) provides that the Commission 
may conditionally or unconditionally exempt any person, security, or 
transaction, or any class or classes of persons, securities, or 
transactions, from any provision or provisions of the Act or of any 
rule or regulation thereunder, 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.
    4. Applicants note the following in support of the requested 
relief:
    (a) With over $10.4 billion invested in Tax-Exempt Money Market 
Instruments, the Funds have an ongoing need for access to significant 
quantities of high quality Tax-Exempt Money Market Instruments. The 
Funds and the Advisor believe that access to a major dealer as MLPF&S 
in this market increases the Funds' ability to obtain suitable 
portfolio securities.
    (b) The policy of the Funds, which is to invest in securities with 
short maturities, combined with the active portfolio management 
techniques employed by the Advisor, results in a high level of 
portfolio activity and the need to make numerous purchases and sales of 
Tax-Exempt Money Market Instruments. This high level of portfolio 
activity emphasizes the importance of increasing opportunities to 
obtain suitable portfolio securities and best price and execution.
    (c) The tax-exempt money market is highly competitive and 
maintaining a dealer as prominent as MLPF&S in the pool of dealers with 
which the Funds could conduct principal transactions may provide the 
Funds with improved opportunities to purchase and sell Tax-Exempt Money 
Market Instruments, including those not available from any other 
source.
    (d) MLPF&S is such a major participant in the tax-exempt money 
market that removing constraints on the ability of the Funds to conduct 
principal transactions with MLPF&S would enhance the Funds' ability to 
obtain best price and execution even when the Funds trade with 
unaffiliated dealers.
    5. Applicants believe that the requested order will provide the 
Funds with fuller access to the primary and secondary market for Tax-
Exempt Money Market Instruments to better ensure the availability of 
suitable portfolio securities and best price and execution of portfolio 
trades. The Funds

[[Page 41445]]

submit that such transactions are consistent with the policies of the 
Funds as recited in their registration statements and reports filed 
under the Investment Company Act. The Applicants also submit that the 
procedures to be followed with respect to principal transactions with 
MLPF&S are structured in such a way as to ensure that the terms of such 
transactions will be in all instances reasonable and fair and will not 
involve overreaching on the part of any person concerned and that such 
exemption is 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.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:\5\
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    \5\ Italicized terms are defined as set forth in paragraph (a) 
of rule 2a-7 under the Act.
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    1. The exemption shall be applicable to principal transactions in 
the secondary market and primary or secondary fixed and variable rate 
dealer offerings not made pursuant to underwriting syndicates. 
Principal purchase or sale transactions pursuant to the requested order 
will be conducted only in Tax-Exempt Money Market Instruments that are 
First Tier Securities. Notwithstanding the foregoing, if a Fund 
purchases a Tax-Exempt Money Market Instrument meeting the above 
requirements from MLPF&S and, subsequent to such purchase, the security 
becomes no longer a First Tier Security, the Fund may sell the security 
to MLPF&S in a manner consistent with the requirements of Rule 2a-
7(c)(7)(i)(B). Additionally:
    (a) The exemption shall not apply to an Unrated Security.
    (b) The exemption shall not apply to any purchase or sale of any 
security issued by ML&Co., BAC or any affiliated person of ML&Co. or 
BAC or to any security subject to a Demand Feature or Guarantee issued 
by ML&Co., BAC or any affiliated person of ML&Co. or BAC. For purposes 
of this requirement, ML&Co., BAC or any affiliated person of ML&Co. or 
BAC will not be considered to be the issuer of a Demand Feature or 
Guarantee solely by reason of the fact that MLPF&S or an affiliate 
thereof serves as a remarketing agent for a Tax-Exempt Money Market 
Instrument.
    2. The Advisor (unless the Board decides that the Fund should make 
these determinations) will determine with respect to each principal 
transaction conducted by a Fund pursuant to the order, based upon the 
information reasonably available to the Funds and the Advisor, that the 
price available from MLPF&S for each Tax-Exempt Money Market Instrument 
other than a variable rate demand bond is at least as favorable to the 
Fund as the prices obtained from two other dealers in connection with 
securities falling within the same category of instrument, quality and 
maturity (but not necessarily the identical security or issuer) 
(``price test''). In the case of variable rate demand bonds, for which 
dealer prices are not ordinarily available, the Funds will only 
undertake purchases and sales where the rate of interest to be earned 
from the variable rate demand bond in a purchase, or price to be 
received in a sale, is at least equal to that of variable rate demand 
bonds of comparable quality from other dealers. Neither ML&Co., BAC nor 
any other affiliate thereof (other than the Advisor) will have any 
involvement with respect to proposed transactions between the Funds and 
MLPF&S and, except to the extent set forth in Condition 6(e) below, 
will not attempt to influence or control in any way the placing by the 
Funds or the Advisor of orders with MLPF&S.
    3. Before any principal transaction may be conducted pursuant to 
the order, the Advisor or a Fund must obtain such information as it 
deems reasonably necessary to determine that the price test (as defined 
in Condition (2) above) has been satisfied. In the case of each 
purchase or sale of a Tax-Exempt Money Market Instrument other than a 
variable rate demand bond, the Advisor or a Fund must make and document 
a good faith determination with respect to compliance with the price 
test based on current price information obtained through the 
contemporaneous solicitation of bona fide prices in connection with 
securities falling within the same category of instrument, quality and 
maturity (but not necessarily the identical security or issuer). With 
respect to variable rate demand bonds, information on the rate of 
interest or price of bonds of comparable quality shall be solicited 
during the same trading day. With respect to prospective purchases of 
securities by a Fund, the dealer firms from which prices or interest 
rates are solicited must be those who have securities of the categories 
and the types desired in their inventories, or who otherwise have 
access to Tax-Exempt Money Market Instruments of the categories and 
types desired, and who are in a position to quote favorable prices or 
interest rates with respect thereto. With respect to the prospective 
sale of securities by a Fund, these dealer firms must be those who, in 
the experience of the Funds and the Advisor, are in a position to quote 
favorable prices.
    4. Principal transactions in Tax-Exempt Money Market Instruments 
conducted by a Fund pursuant to the order, and principal transactions 
in taxable money market instruments other than repurchase agreements 
conducted by a Fund pursuant to the Taxable Order, shall be limited to 
no more than (a) 25% of the direct or indirect purchases or 25% of the 
direct or indirect sales, as the case may be, conducted by that Fund of 
Eligible Securities other than repurchase agreements and (b) 25% of the 
purchases or sales, as the case may be, by MLPF&S of Eligible 
Securities other than repurchase agreements. Principal transactions in 
Tax-Exempt Money Market Instruments conducted by each Fund pursuant to 
the order, shall be limited to no more than an aggregate of 20% of the 
direct or indirect purchases and 20% of the direct or indirect sales of 
Tax-Exempt Money Market Instruments by that Fund. These limits shall be 
measured on an annual basis (the fiscal year of each Fund) and shall be 
computed using the dollar volume of transactions.
    5. MLPF&S's dealer spread regarding any transaction with the Funds 
pursuant to the order will be no greater than its customary dealer 
spread on similar transactions (with unaffiliated parties) of a similar 
size during a comparable time period. Its customary dealer spread also 
will be consistent with the average or standard spread charged by 
dealers in Tax-Exempt Money Market Instruments of a similar type and 
transaction size.
    6. The Advisor, on the one hand, and MLPF&S, on the other, will 
operate on different sides of appropriate walls of separation with 
respect to the Funds and the Tax-Exempt Money Market Instruments. The 
walls of separation will include all of the following characteristics, 
and such others that MLPF&S and the Advisor consider reasonable to 
facilitate the factual independence of the Advisor from MLPF&S:
    (a) The Advisor will maintain offices physically separate from 
those of MLPF&S.
    (b) The compensation of persons assigned to the Advisor (i.e., 
executive, administrative or investment personnel) will not depend on 
the volume or nature of trades effected by the Advisor for the Funds 
with MLPF&S under the

[[Page 41446]]

exemption, except to the extent that such trades may affect the profits 
and losses of BAC and its affiliates as a whole or to the extent that 
such trades affect the investment performance of a Fund.
    (c) MLPF&S will not compensate the Advisor based upon its profits 
or losses on transactions conducted pursuant to the exemption, provided 
that the allocation of the profits by BAC to its shareholders and the 
determination of general firm-wide compensation of officers and 
employees, will be unaffected by this undertaking.
    (d) Personnel employed by the Advisor's investment advisory 
operations on behalf of the Funds will be exclusively devoted to the 
investment advisory businesses and affairs of the Advisor and the 
businesses of its affiliates (other than MLPF&S), and have lines of 
reporting solely within the Advisor or its affiliates (other than 
MLPF&S). The personnel assigned to the Advisor's investment advisory 
operations that are also involved with the business of other affiliates 
have absolutely no function or responsibility with respect to MLPF&S.
    (e) Personnel assigned to MLPF&S will not participate in the 
decision-making process for or otherwise seek to influence the Advisor 
other than in the normal course of sales and dealer activities of the 
same nature as are simultaneously being carried out with respect to 
nonaffiliated institutional clients. The Advisor, on the one hand, and 
MLPF&S, on the other, may nonetheless maintain affiliations other than 
with respect to the Funds, and in addition with respect to the Funds as 
follows:
    (i) The Advisor's personnel may rely on research, including credit 
analysis and reports prepared internally by various subsidiaries and 
divisions of MLPF&S.
    (ii) Certain senior executives of BAC with responsibility for 
overseeing operations of various divisions, subsidiaries and affiliates 
of BAC are not precluded from exercising those functions over the 
Advisor because they oversee MLPF&S, as well; provided that such 
persons shall not have any involvement with respect to proposed 
transactions pursuant to the exemption and will not in any way attempt 
to influence or control the placing by the Funds or the Advisor of 
orders in respect of Eligible Securities with MLPF&S.
    7. The Funds and the Advisor will maintain such records with 
respect to those transactions conducted pursuant to the exemption as 
may be necessary to confirm compliance with the conditions to the 
requested relief. To this end, each Fund shall maintain the following:
    (a) An itemized daily record of all purchases and sales of 
securities pursuant to the exemption, showing for each transaction the 
following: (i) the name and quantity of securities; (ii) the unit 
purchase or sale price; (iii) the time and date of the transaction; and 
(iv) whether the security was a First Tier Security. For each 
transaction (other than variable rate demand bonds), these records 
shall document two quotations received from other dealers for 
securities falling within the same category of instrument, quality and 
maturity; including the following: (i) the names of the dealers; (ii) 
the names of the securities; (iii) the prices quoted; (iv) the times 
and dates the quotations were received; and (v) whether such securities 
were First Tier Securities. In the case of variable rate demand bonds, 
the Fund shall maintain the same records except that the rates of 
return quoted will be substituted for the prices quoted.
    (b) Records sufficient to verify compliance with the volume 
limitations contained in Condition (4) above. MLPF&S will provide the 
Funds with all records and information necessary to implement this 
requirement.

The records required by this Condition (7) will be maintained and 
preserved in the same manner as records required under Rule 31a-1(b)(1) 
under the Investment Company Act.
    8. The compliance departments of MLPF&S and the Advisor will 
prepare and administer guidelines, which will be reviewed by the legal 
departments of MLPF&S and the Advisor, for personnel of MLPF&S and the 
Advisor, respectively, to make certain that transactions conducted 
pursuant to the order comply with the conditions set forth in the order 
and that the parties generally maintain arm's-length relationships. In 
the training of MLPF&S's personnel, particular emphasis will be placed 
upon the fact that the Funds are to receive rates as favorable as other 
institutional purchasers buying the same quantities. The compliance 
departments will periodically monitor the activities of MLPF&S and the 
Advisor to make certain that the conditions set forth in the order are 
adhered to.
    9. The audit committee of the Funds or another committee, which is 
comprised of Independent Trustees (as defined below) (the ``Audit 
Committee''), will approve, periodically review, and update as 
necessary, guidelines for the Funds and the Advisor that are reasonably 
designed to make certain that the transactions conducted pursuant to 
the exemption comply with the conditions set forth herein and that the 
above procedures are followed in all respects. The Audit Committee will 
periodically monitor the activities of the Funds and the Advisor in 
this regard to ensure that these goals are being accomplished.
    10. The Board, including a majority of the members of the Board 
that are not ``interested persons'' as defined in section 2(a)(9) of 
the Act (``Independent Trustees''), will have approved each Fund's 
participation in transactions conducted pursuant to the exemption and 
determined that such participation by the Fund is in the best interests 
of the Fund and its shareholders. The minutes of the meeting of the 
Board at which this approval was given must reflect in detail the 
reasons for the Board's determination. The Board will review no less 
frequently than annually each Fund's participation in transactions 
conducted pursuant to the exemption during the prior year and determine 
whether the Fund's participation in such transactions continues to be 
in the best interests of the Fund and its shareholders. Such review 
will include (but not be limited to) (a) a comparison of the volume of 
transactions in each type of security conducted pursuant to the 
exemption to the market presence of MLPF&S in the market for that type 
of security, which market data may be based on good faith estimates to 
the extent that current formal data is not reasonably available, and 
(b) a determination that the Funds are maintaining appropriate trading 
relationships with other sources for each type of security to ensure 
that there are appropriate sources for the quotations required by 
Condition 3. The minutes of the meetings of the Board at which these 
determinations are made will reflect in detail the reasons for the 
Board's determinations.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2013-16536 Filed 7-9-13; 8:45 am]
BILLING CODE 8011-01-P