Cash Trust Series, Inc., et al.; Notice of Application, 37701-37704 [2015-16091]
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Federal Register / Vol. 80, No. 126 / Wednesday, July 1, 2015 / Notices
to promote just and equitable principles
of trade and remove impediments to and
perfect the mechanism of a free and
open market.
IV. Conclusion
IT IS THEREFORE ORDERED,
pursuant to Section 19(b)(2) of the Act,
that the proposed rule change (SR–
CBOE–2015–047) be, and hereby is,
approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–16087 Filed 6–30–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
31697; File No. 812–13875–47]
Cash Trust Series, Inc., et al.; Notice of
Application
June 24, 2015.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application for an
order pursuant to 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.
AGENCY:
Summary of the Application:
Applicants request an order (‘‘Order’’)
that would permit certain registered
management investment companies to
engage in certain primary and secondary
market transactions in fixed-income
securities (the ‘‘Securities
Transactions’’) on a principal basis with
certain broker-dealers and banks that are
affiliated persons of the registered
management investment companies
solely by virtue of non-controlling
ownership interests in such investment
companies.
Applicants: Cash Trust Series, Inc.,
Federated Adjustable Rate Securities
Fund, Federated Core Trust, Federated
Core Trust II, L.P., Federated Core Trust
III, Federated Enhanced Treasury
Income Fund, Federated Equity Funds,
Federated Equity Income Fund, Inc.,
Federated Fixed Income Securities, Inc.,
Federated Global Allocation Fund,
Federated Government Income
Securities, Inc., Federated Government
Income Trust, Federated High Income
Bond Fund, Inc., Federated High Yield
Trust, Federated Income Securities
Trust, Federated Index Trust, Federated
Institutional Trust, Federated Insurance
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SUMMARY:
11 17
CFR 200.30–3(a)(12).
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Series, Federated International Series,
Inc., Federated Investment Series
Funds, Inc., Federated MDT Series,
Federated MDT Stock Trust, Federated
Managed Pool Series, Federated
Municipal Securities Fund, Inc.,
Federated Municipal Securities Income
Trust, Federated Premier Intermediate
Municipal Income Fund, Federated
Premier Municipal Income Fund,
Federated Short-Intermediate Duration
Municipal Trust, Federated Total Return
Government Bond Fund, Federated
Total Return Series, Inc., Federated U.S.
Government Securities Fund: 1–3 Years,
Federated U.S. Government Securities
Fund: 2–5 Years, Federated World
Investment Series, Inc., Intermediate
Municipal Trust, Edward Jones Money
Market Fund, Money Market
Obligations Trust (each such registered
management investment company or
series thereof, a ‘‘Federated Fund’’);
Federated Advisory Services Company,
Federated Equity Management Company
of Pennsylvania, Federated Global
Investment Management Corp.,
Federated Investment Counseling,
Federated Investment Management
Company, Federated MDTA LLC,
Passport Research, Ltd., Federated
Securities Corp. (each, an Adviser, and
collectively, the ‘‘Advisers’’) and any
other registered management investment
company or series thereof for which a
person controlling, controlled by, or
under common control with Federated
Investors, Inc., a Pennsylvania
corporation (‘‘Federated’’), serves as
investment adviser (included in the
term ‘‘Adviser,’’ and any such company
or series thereof, together with the
Federated Funds, the ‘‘Funds,’’ and
individually, a ‘‘Fund’’).1
DATES: Filing Dates: The application was
filed on March 1, 2011 and amended on
August 29, 2011, July 3, 2012, December
7, 2012, August 29, 2013, June 15, 2015
and June 22, 2015.
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
1 All entities that currently intend to rely on the
requested Order are named as applicants. Any other
entity that relies on the Order in the future will
comply with the terms and conditions of the
application. No Fund may rely on the requested
Order unless the Adviser serves as the primary
investment adviser to such Fund. On October 27,
1993, the Commission issued an exemptive order
under section 17(b) of the Act permitting the Funds
to engage in transactions with certain affiliated
banks (A.T. Ohio Tax-Free Money Fund, et al.,
Investment Company Act Release Nos. 19737 (Sept.
28, 1993) (notice) and 19816 (Oct. 27, 1993) (order))
(‘‘1993 Order’’). The Order sought herein would not
supersede the 1993 Order.
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37701
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 17, 2015, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, 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 Peter Germain,
Federated Investors, Inc., Federated
Investors Tower, 1001 Liberty Avenue,
Pittsburgh, PA 15222–3779.
FOR FURTHER INFORMATION CONTACT:
Bruce R. MacNeil, Senior Counsel, at
(202) 551–6817 or Daniele Marchesani,
Branch Chief, at (202) 551–6821
(Division of Investment Management,
Chief Counsel’s 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 for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants’ Representations
1. Each Fund is an open-end or
closed-end management investment
company registered under the Act and
is organized as a statutory trust,
business trust, or corporation under the
laws of Delaware, Maryland, or
Massachusetts. The Funds have a
variety of investment objectives, but
each may invest a portion of its assets
in fixed-income securities. The fixedincome securities in which the Funds
may invest include, but are not limited
to, government securities, municipal
securities, tender option bonds, taxable
and tax-exempt money market
securities, repurchase agreements, assetand mortgage-backed securities,
corporate issues and syndicated loans,
as the Funds’ respective investment
objectives, policies and restrictions
allow.
2. The Advisers are direct or indirect
wholly-owned subsidiaries of
Federated. Each Adviser is registered as
an investment adviser under the
Investment Advisers Act of 1940. The
Advisers act as investment advisers to
the Funds and may supervise one or
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more sub-advisers with respect to
certain Funds.
3. Applicants state that, because of
consolidation in the financial services
industry, combined with an increase in
fund industry assets, a few major
broker-dealers account for a large
percentage of the market share in
trading in fixed-income securities.
Applicants state that the decline in the
number of broker-dealers and banks
trading in the fixed-income securities in
which the Funds seek to invest and the
increasing importance of the few
remaining institutions have increased
the importance to the Funds of their
relationships with such entities. For
example, applicants state that, for the
period January 1, 2014 through
December 31, 2014, there were eightysix underwriters in the U.S. high yield
bond market and that the applicants
currently trade with each of the top ten
underwriters in this market: JP Morgan,
Bank of America Merrill Lynch,
Citigroup, Goldman Sachs, Morgan
Stanley, Barclays, Wells Fargo, Credit
Suisse, RBC and Deutsche Bank. These
entities accounted for 80.2% of the
market share for this period. The Funds
also invest in money market
instruments issued by these dealers. For
example, during 2014, Federated
estimates that Barclays, Deutsche Bank,
JP Morgan, HSBC and RBC issued over
9% of the financial commercial paper.
In addition, as of January 30, 2015,
applicants stated that eleven banks or
broker-dealers that were part of
Federated’s top fifteen dealers in 2014
maintained customer accounts in one or
more of the Funds and that the
percentage of outstanding voting
securities held by each of these entities
could rise above 5% of a Fund’s
outstanding shares at any time.
Therefore, applicants state that the
Funds are constantly at risk of being
prevented from trading with the most
significant dealers in the fixed-income
markets due to circumstances that they
cannot effectively control.
4. Applicants assert that the inability
of the Funds to execute Securities
Transactions (as defined below) with
Affiliated Dealers (defined below)
would significantly limit the number of
broker-dealers and banks available to
the Funds, the universe of
underwritings in which the Funds may
participate, and the Securities
Transactions in which the Funds may
engage. Applicants state that the
inability to effect Securities
Transactions with Affiliated Dealers
would impair an Advisers’ flexibility in
portfolio management and the ability of
the Funds to purchase and sell portfolio
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securities, to the detriment of their
shareholders.
5. Therefore, applicants request the
Order pursuant to sections 6(c) and
17(b) of the Act exempting from section
17(a) of the Act 2 Securities Transactions
entered into in the ordinary course of
business by a Fund with an Affiliated
Dealer under the circumstances, terms
and conditions set forth in the
application. ‘‘Securities Transactions’’
for purposes of the Order are primary
and secondary market transactions in
fixed-income securities 3 executed on a
principal basis between the Funds and
Affiliated Dealers. An ‘‘Affiliated
Dealer’’ includes any person, or any
affiliated person of a person (‘‘secondtier affiliate’’), who is an affiliated
person of a Fund solely because such
person, directly or indirectly, owns,
controls or holds with power to vote
five percent (5%) or more of the
outstanding voting securities of a Fund
and such person or affiliated person
thereof is a (a) broker-dealer registered
under the Securities Exchange Act of
1934 (the ‘‘1934 Act’’) or (b) bank
excepted from the definition of broker
and dealer pursuant to Sections
3(a)(4)(B) and 3(a)(5)(C) of the 1934 Act
and therefore not required to register as
a broker or dealer under the 1934 Act.4
The requested relief would not extend
to primary market Securities
Transactions in fixed-income securities,
other than repurchase agreements and
other fixed-income securities that are
‘‘Eligible Securities’’ as defined in rule
2a–7 under the Act, of which the
Affiliated Dealer, or any entity
controlling, controlled by or under
common control with the Affiliated
Dealer (such entity, a ‘‘Control
Affiliate’’), is the primary obligor.
6. Applicants state that all Securities
Transactions will originate with the
purchasing Fund or its Adviser on
behalf of the Fund. No Affiliated Dealer
will seek to influence the choice of a
broker or dealer for any Securities
Transaction by a Fund. An Affiliated
Dealer’s participation in any Securities
Transaction will be limited to the
normal course of sales activities of the
2 Applicants are not seeking any relief from
section 10(f), 17(d) or 17(e) of the Act or rules 17d–
1 and 17e–1 thereunder.
3 Fixed-income securities for purposes of the
Order include interests in syndicated loans, as well
as convertible bonds and convertible preferred
stock.
4 No director, officer or employee of the Funds or
the Advisers is or will be a director, officer or
employee of an Affiliated Dealer. Additionally, the
Chairman of the Funds’ board of directors or
trustees (‘‘Board’’) is not an interested person of the
Funds, as defined in section 2(a)(19) of the Act, and
seven of the nine members of the Funds’ Board are
independent trustees or directors.
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same nature that are being carried out
during the same period with respect to
unaffiliated institutional clients of the
Affiliated Dealer.
7. Applicants represent that there is
not, and will not be, any express or
implied understanding between the
Advisers and any Affiliated Dealer that
will cause a Fund to enter into
Securities Transactions or give
preference to the Affiliated Dealer in
effecting such transactions between the
Funds and the Affiliated Dealer.
Applicants’ Legal Analysis
1. Section 17(a) of the Act, in relevant
part, prohibits an affiliated person of a
registered investment company, or an
affiliated person of such person, acting
as principal, from selling to or
purchasing from such company any
security or other property and from
borrowing money or other property from
such company. Section 17(b) of the Act
authorizes the Commission to exempt a
transaction from section 17(a) of the Act
if evidence establishes that the terms of
the proposed 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 policy of each
registered investment company
concerned and with the general
purposes of the Act.
2. Section 6(c) of the Act, in relevant
part, authorizes the Commission to
exempt any person or transaction, or
any class or classes of persons or
transactions, from any provision or
provisions 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.
3. Section 2(a)(3) of the Act, in
relevant part, defines ‘‘affiliated person’’
of another person to include: (a) Any
person directly or indirectly owning,
controlling, or holding with power to
vote, 5% or more of the outstanding
voting securities of such other person;
(b) any person 5% or more of whose
outstanding voting securities are
directly or indirectly owned by,
controlled, or held with power to vote,
by such person; and (c) any person
directly or indirectly controlling,
controlled by, or under common control
with, such other person.
4. Section 2(a)(9) of the Act, in
relevant part, defines ‘‘control’’ as ‘‘the
power to exercise a controlling
influence over the management or
policies of a company, unless such
power is solely the result of an official
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position with such 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% of the voting
securities of a company shall be
presumed to control such company, and
that any person who does not so own
more than 25% of the voting securities
of any company shall be presumed not
to control such company.
5. Applicants state that if a bank or
broker-dealer acquires five percent or
more of the outstanding voting
securities of a Fund, the bank or brokerdealer would become an affiliated
person of the Fund and a second-tier
affiliate of the other Funds within the
meaning of section 2(a)(3) of the Act (by
virtue of the Funds’ being under the
common control of the Advisers or
common directors or officers).
6. Applicants submit that the primary
purpose of section 17(a) is to prevent a
person with the power to control or
influence a registered investment
company from engaging in self-dealing
or overreaching, to the detriment of the
investment company’s shareholders.
Applicants submit that the policies
which section 17(a) of the Act was
meant to further are not implicated in
the context of the requested Order
because the Affiliated Dealers are not in
a position to cause a Fund to enter into
a Securities Transaction or otherwise
influence portfolio decisions by the
Advisers on behalf of the Funds.
Applicants state that, as a result, no
Affiliated Dealer is in a position to
cause a Fund to enter into Securities
Transactions that are not in the best
interests of the Fund and its
shareholders. Applicants also state that
there will be no conflict of interest
associated with an Adviser’s decision to
engage in a Securities Transaction with
an Affiliated Dealer on behalf of a Fund.
Applicants further submit that the
conditions to the requested Order
provide further protections against any
possibility of self-dealing or
overreaching by the Affiliated Dealers.
Therefore, applicants submit that the
requested Order satisfies the statutory
standards for relief.
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Applicants’ Conditions
Applicants agree that the Order
granting the requested relief will be
subject to the following conditions:
A. Structural
1. No Fund will engage in Securities
Transactions in reliance on the
requested Order with any Affiliated
Dealer which controls any Fund, within
the meaning of section 2(a)(9) of the Act,
or with any Affiliated Dealer that is an
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affiliated person of such Affiliated
Dealer.
2. An Affiliated Dealer’s participation
in any Securities Transaction will be
limited to the normal course of sales
activities of the same nature that are
being carried out during the same
period with respect to unaffiliated
institutional customers of the Affiliated
Dealer. In particular, no Adviser will
directly or indirectly consult with any
Affiliated Dealer concerning Securities
Transactions, or the selection of a broker
or dealer for any Securities Transaction
placed or to be placed on behalf of a
Fund. No Affiliated Dealer will seek to
influence the choice of broker or dealer
for any Securities Transaction by a
Fund.
3. The Compliance Department of the
Advisers will prepare guidelines for
their respective personnel to make
certain that Securities Transactions
effected pursuant to the Order comply
with its terms and conditions, and that
the Advisers maintain an arm’s-length
relationship with the Affiliated Dealers.
The Compliance Department of the
Advisers will monitor periodically the
activities of the Advisers to make
certain that the terms and conditions of
the Order are met.
4. Each Fund’s Board will annually
determine whether the level of
Securities Transactions executed with
Affiliated Dealers is appropriate based
upon its review, without limitation, of
the following materials to be prepared
by the Advisers:
(a) a report on the Affiliated Dealers’
market share in fixed-income securities
for the previous twelve (12) months; and
(b) a memorandum explaining why
continued reliance on the Order is in
the best interests of the Funds. Such
memorandum will discuss the findings
of the Fixed Income Brokerage Practices
Committee which reviews broker
performance and execution on a
quarterly basis. Such memorandum will
also include an analysis of the current
fixed-income securities markets and
such other materials as the Board may
request in order to aid it in its review,
including, but not limited to, data
showing that the exclusion of the
Affiliated Dealers would deny the
Funds opportunities for investment and
improved execution.
Based on such report and
memorandum, without limitation, the
Board will further, in a separate
determination, consider annually
whether continued reliance by the
Funds on the Order is appropriate for
each category of fixed-income securities
(such categories to be reasonably
defined by the Advisers), as evidenced
by the aggregate market share of the
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37703
Affiliated Dealers in each such category,
among other things.
B. Transactional
With respect to each Securities
Transaction entered into or effected
pursuant to the Order:
5. Each Fund’s Board, including a
majority of the disinterested Board
members (‘‘Necessary Majority’’), will
approve, and the Fund will implement,
procedures governing all Securities
Transactions pursuant to the Order and
the Fund’s Board will no less frequently
than quarterly review all such Securities
Transactions and receive and review a
report (the ‘‘Report’’) of those Securities
Transactions. The Report will be
prepared by the Fund’s Adviser, and
reviewed and approved by the Fund’s
Chief Compliance Officer, will indicate
for each Securities Transaction that the
terms and conditions of the Order have
been satisfied, and will include a
discussion of any significant changes in
the volume, type or terms of Securities
Transactions between the relevant Fund
and the Affiliated Dealer, the reasons for
these changes, and a determination that
such changes are legitimate.
6. For each Securities Transaction, the
Advisers will adhere to a ‘‘best
execution’’ standard, will consider only
the interests of the Fund, and will not
take into account the impact of the
Fund’s investment decision on the
Affiliated Dealer. Before entering into
any Securities Transaction, the Adviser
will determine that the transaction is
consistent with the investment
objectives and policies of the Fund and
is in the best interests of the Fund and
its shareholders.
7. A primary market Securities
Transaction will not involve the
purchase of a fixed-income security of
which the Affiliated Dealer to the
transaction, or one of its Control
Affiliates, is the primary obligor, unless
the transaction is for repurchase
agreements or Eligible Securities, and
such Affiliated Dealer, and any of its
Control Affiliates, does not hold 5% or
more of the outstanding voting
securities of a Fund defined as a
‘‘Money Market Fund’’ in the General
Instructions to Form N–1A, which holds
itself out as a money market fund and
meets the maturity, quality, and
diversification requirements of rule 2a–
7 under the Act.
8. The Advisers to the Funds will
maintain a credit committee for Eligible
Securities and an execution assessment
committee for trading in fixed-income
securities. A Fund may purchase from
an Affiliated Dealer an Eligible Security
for which the Affiliated Dealer or a
Control Affiliate is the primary obligor
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only if (a) the credit committee has
determined that the Affiliated Dealer’s
or the Control Affiliate’s primary
obligations, or if the Eligible Security is
guaranteed by another entity, the other
entity’s obligations, present minimal
credit risks, as currently required by
rule 2a–7(c) under the Act and (b) the
execution assessment committee
reviews the terms of the purchase at its
next regular meeting and addresses any
concerns regarding the terms of
purchase, including whether the Funds
may engage in future Eligible Securities
transactions with such Affiliated Dealer.
The Advisers’ Compliance Department
will monitor the meetings of the credit
and execution assessment committees
and will include the committees’
determinations in the Report provided
to the Board.
9. Each Fund will (a) for so long as the
Order is relied upon, maintain and
preserve in an easily accessible place a
written copy of the procedures and
conditions (and any modifications
thereto) that are described herein, and
(b) maintain and preserve for a period
of not less than six years from the end
of the fiscal year in which any
Securities Transaction in which the
Fund’s Adviser knows that both an
Affiliated Dealer and the Fund directly
or indirectly have an interest occurs, the
first two years in an easily accessible
place, a written record of each such
transaction setting forth a description of
the security purchased or sold by the
Fund, a description of the Affiliated
Dealer’s, or the Affiliated Dealer’s
affiliated person’s, interest or role in the
transaction, the terms of the transaction,
and the information or materials upon
which the determination was made that
such transaction was made in
accordance with the procedures set
forth above and conditions in the
application.
10. Except as otherwise provided
below, before any secondary market
principal transaction is entered into
between a Fund and an Affiliated
Dealer, the Fund’s Adviser will obtain a
competitive quotation for the same
securities (or in the case of securities for
which quotations for the same securities
are not available, a competitive
quotation for Comparable Securities 5)
from at least two dealers that are not
affiliated persons of the Affiliated
Dealer or the Adviser and that are in a
position to quote favorable market
5 The
term ‘‘Comparable Securities’’ refers to
securities with substantially identical maturities,
credit risk and repayment terms (including floating
or fixed-rate coupons, attached options, or any
other provisions that affect the expected size or
timing of the payments from the securities) as the
securities to be purchased or sold.
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prices, except that if, after reasonable
efforts, quotations are unavailable from
two such dealers, only one other
competitive quotation is required. For
each such transaction, the Adviser will
determine, based upon the quotations
and such other relevant information
(such as available transaction prices and
any other information regarding the
value of the securities) as is reasonably
available to the Adviser, that the price
available from the Affiliated Dealer is at
least as favorable as that available from
other sources.
(a) With respect to each such
transaction involving repurchase
agreements, a Fund will enter into such
agreements only where the Adviser has
determined, based upon relevant
information reasonably available to the
Adviser, that the income to be earned
from the repurchase agreement is at
least equal to that available from other
sources. Before any repurchase
agreements are entered into pursuant to
the exemption, the Fund or the Adviser
will obtain competitive quotations with
respect to repurchase agreements
comparable to the type of repurchase
agreement involved from at least two
dealers that are not affiliated persons of
the Affiliated Dealer or the Adviser,
except that if, after reasonable efforts,
quotations are unavailable from two
such dealers, only one other competitive
quotation is required.
(b) With respect to each such
transaction involving variable rate
demand notes for which dealer quotes
are not ordinarily available, a Fund will
only undertake purchases and sales
where the Adviser has determined,
based on relevant information
reasonably available to the Adviser, that
the income earned from the variable rate
demand note is at least equal to that of
variable rate demand notes of
comparable quality that are available
from other sources.
11. Except as otherwise provided
below, with respect to securities offered
in a primary market underwritten
transaction a Fund will undertake such
purchase from the Affiliated Dealer only
where the Adviser has determined,
based upon relevant information
reasonably available to the Adviser, that
the securities were purchased at a price
that is no more than the price paid by
each other purchaser of securities from
the Affiliated Dealer or other members
of the underwriting syndicate in that
offering or in any concurrent offering of
the securities, and on the same terms as
such other purchasers (except in the
case of an offering conducted under the
laws of a country other than the United
States, for any rights to purchase that
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are required by law to be granted to
existing securities holders of the issuer).
12. With respect to a primary market
transaction in which an Affiliated
Dealer offers as principal fixed-income
securities on a continuing, rather than a
fixed, basis a Fund will enter into such
transactions only where the Adviser has
determined, based upon relevant
information reasonably available to the
Adviser, that the yield on such fixedincome securities is at least equal to the
yield of Comparable Securities at that
time. Before any such fixed-income
securities are purchased pursuant to the
Order, the Fund or the Adviser will
obtain competitive quotations with
respect to yields on fixed-income
securities comparable to the type of
fixed-income securities involved from at
least two dealers that are not affiliated
persons of the Affiliated Dealer or the
Adviser, and that are in a position to
quote favorable market yields, except
that if, after reasonable efforts,
quotations are unavailable from two
such dealers, only one other competitive
quotation is required.
13. Prior to entering into a Securities
Transaction with an Affiliated Dealer,
the Fund’s Adviser will determine that
the Fund needs the ability to transact
with the Affiliated Dealer based upon a
reasonable determination:
(a) that the Fund could not obtain as
favorable an execution for the Security
Transaction by trading with an
unaffiliated dealer; and
(b) that there is no similar investment
opportunity suitable for and more
advantageous to the Fund that could be
obtained from an unaffiliated dealer.
14. The commission, fee, spread, or
other remuneration to be received by an
Affiliated Dealer will be reasonable and
fair compared to the commission, fee,
spread, or other remuneration received
by other persons in connection with
comparable transactions involving
similar securities being purchased and
sold during a comparable period of
time.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–16091 Filed 6–30–15; 8:45 am]
BILLING CODE 8011–01–P
E:\FR\FM\01JYN1.SGM
01JYN1
Agencies
[Federal Register Volume 80, Number 126 (Wednesday, July 1, 2015)]
[Notices]
[Pages 37701-37704]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-16091]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 31697; File No. 812-13875-47]
Cash Trust Series, Inc., et al.; Notice of Application
June 24, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice of an application for an order pursuant to 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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SUMMARY: Summary of the Application: Applicants request an order
(``Order'') that would permit certain registered management investment
companies to engage in certain primary and secondary market
transactions in fixed-income securities (the ``Securities
Transactions'') on a principal basis with certain broker-dealers and
banks that are affiliated persons of the registered management
investment companies solely by virtue of non-controlling ownership
interests in such investment companies.
Applicants: Cash Trust Series, Inc., Federated Adjustable Rate
Securities Fund, Federated Core Trust, Federated Core Trust II, L.P.,
Federated Core Trust III, Federated Enhanced Treasury Income Fund,
Federated Equity Funds, Federated Equity Income Fund, Inc., Federated
Fixed Income Securities, Inc., Federated Global Allocation Fund,
Federated Government Income Securities, Inc., Federated Government
Income Trust, Federated High Income Bond Fund, Inc., Federated High
Yield Trust, Federated Income Securities Trust, Federated Index Trust,
Federated Institutional Trust, Federated Insurance Series, Federated
International Series, Inc., Federated Investment Series Funds, Inc.,
Federated MDT Series, Federated MDT Stock Trust, Federated Managed Pool
Series, Federated Municipal Securities Fund, Inc., Federated Municipal
Securities Income Trust, Federated Premier Intermediate Municipal
Income Fund, Federated Premier Municipal Income Fund, Federated Short-
Intermediate Duration Municipal Trust, Federated Total Return
Government Bond Fund, Federated Total Return Series, Inc., Federated
U.S. Government Securities Fund: 1-3 Years, Federated U.S. Government
Securities Fund: 2-5 Years, Federated World Investment Series, Inc.,
Intermediate Municipal Trust, Edward Jones Money Market Fund, Money
Market Obligations Trust (each such registered management investment
company or series thereof, a ``Federated Fund''); Federated Advisory
Services Company, Federated Equity Management Company of Pennsylvania,
Federated Global Investment Management Corp., Federated Investment
Counseling, Federated Investment Management Company, Federated MDTA
LLC, Passport Research, Ltd., Federated Securities Corp. (each, an
Adviser, and collectively, the ``Advisers'') and any other registered
management investment company or series thereof for which a person
controlling, controlled by, or under common control with Federated
Investors, Inc., a Pennsylvania corporation (``Federated''), serves as
investment adviser (included in the term ``Adviser,'' and any such
company or series thereof, together with the Federated Funds, the
``Funds,'' and individually, a ``Fund'').\1\
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\1\ All entities that currently intend to rely on the requested
Order are named as applicants. Any other entity that relies on the
Order in the future will comply with the terms and conditions of the
application. No Fund may rely on the requested Order unless the
Adviser serves as the primary investment adviser to such Fund. On
October 27, 1993, the Commission issued an exemptive order under
section 17(b) of the Act permitting the Funds to engage in
transactions with certain affiliated banks (A.T. Ohio Tax-Free Money
Fund, et al., Investment Company Act Release Nos. 19737 (Sept. 28,
1993) (notice) and 19816 (Oct. 27, 1993) (order)) (``1993 Order'').
The Order sought herein would not supersede the 1993 Order.
DATES: Filing Dates: The application was filed on March 1, 2011 and
amended on August 29, 2011, July 3, 2012, December 7, 2012, August 29,
2013, June 15, 2015 and June 22, 2015.
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 17, 2015, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Pursuant to rule 0-5 under the Act, hearing
requests should state the nature of the writer's interest, any facts
bearing upon the desirability of a hearing on the matter, 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 Peter Germain,
Federated Investors, Inc., Federated Investors Tower, 1001 Liberty
Avenue, Pittsburgh, PA 15222-3779.
FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at
(202) 551-6817 or Daniele Marchesani, Branch Chief, at (202) 551-6821
(Division of Investment Management, Chief Counsel's 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 for an
applicant using the Company name box, at https://www.sec.gov/search/search.htm or by calling (202) 551-8090.
Applicants' Representations
1. Each Fund is an open-end or closed-end management investment
company registered under the Act and is organized as a statutory trust,
business trust, or corporation under the laws of Delaware, Maryland, or
Massachusetts. The Funds have a variety of investment objectives, but
each may invest a portion of its assets in fixed-income securities. The
fixed-income securities in which the Funds may invest include, but are
not limited to, government securities, municipal securities, tender
option bonds, taxable and tax-exempt money market securities,
repurchase agreements, asset- and mortgage-backed securities, corporate
issues and syndicated loans, as the Funds' respective investment
objectives, policies and restrictions allow.
2. The Advisers are direct or indirect wholly-owned subsidiaries of
Federated. Each Adviser is registered as an investment adviser under
the Investment Advisers Act of 1940. The Advisers act as investment
advisers to the Funds and may supervise one or
[[Page 37702]]
more sub-advisers with respect to certain Funds.
3. Applicants state that, because of consolidation in the financial
services industry, combined with an increase in fund industry assets, a
few major broker-dealers account for a large percentage of the market
share in trading in fixed-income securities. Applicants state that the
decline in the number of broker-dealers and banks trading in the fixed-
income securities in which the Funds seek to invest and the increasing
importance of the few remaining institutions have increased the
importance to the Funds of their relationships with such entities. For
example, applicants state that, for the period January 1, 2014 through
December 31, 2014, there were eighty-six underwriters in the U.S. high
yield bond market and that the applicants currently trade with each of
the top ten underwriters in this market: JP Morgan, Bank of America
Merrill Lynch, Citigroup, Goldman Sachs, Morgan Stanley, Barclays,
Wells Fargo, Credit Suisse, RBC and Deutsche Bank. These entities
accounted for 80.2% of the market share for this period. The Funds also
invest in money market instruments issued by these dealers. For
example, during 2014, Federated estimates that Barclays, Deutsche Bank,
JP Morgan, HSBC and RBC issued over 9% of the financial commercial
paper. In addition, as of January 30, 2015, applicants stated that
eleven banks or broker-dealers that were part of Federated's top
fifteen dealers in 2014 maintained customer accounts in one or more of
the Funds and that the percentage of outstanding voting securities held
by each of these entities could rise above 5% of a Fund's outstanding
shares at any time. Therefore, applicants state that the Funds are
constantly at risk of being prevented from trading with the most
significant dealers in the fixed-income markets due to circumstances
that they cannot effectively control.
4. Applicants assert that the inability of the Funds to execute
Securities Transactions (as defined below) with Affiliated Dealers
(defined below) would significantly limit the number of broker-dealers
and banks available to the Funds, the universe of underwritings in
which the Funds may participate, and the Securities Transactions in
which the Funds may engage. Applicants state that the inability to
effect Securities Transactions with Affiliated Dealers would impair an
Advisers' flexibility in portfolio management and the ability of the
Funds to purchase and sell portfolio securities, to the detriment of
their shareholders.
5. Therefore, applicants request the Order pursuant to sections
6(c) and 17(b) of the Act exempting from section 17(a) of the Act \2\
Securities Transactions entered into in the ordinary course of business
by a Fund with an Affiliated Dealer under the circumstances, terms and
conditions set forth in the application. ``Securities Transactions''
for purposes of the Order are primary and secondary market transactions
in fixed-income securities \3\ executed on a principal basis between
the Funds and Affiliated Dealers. An ``Affiliated Dealer'' includes any
person, or any affiliated person of a person (``second-tier
affiliate''), who is an affiliated person of a Fund solely because such
person, directly or indirectly, owns, controls or holds with power to
vote five percent (5%) or more of the outstanding voting securities of
a Fund and such person or affiliated person thereof is a (a) broker-
dealer registered under the Securities Exchange Act of 1934 (the ``1934
Act'') or (b) bank excepted from the definition of broker and dealer
pursuant to Sections 3(a)(4)(B) and 3(a)(5)(C) of the 1934 Act and
therefore not required to register as a broker or dealer under the 1934
Act.\4\ The requested relief would not extend to primary market
Securities Transactions in fixed-income securities, other than
repurchase agreements and other fixed-income securities that are
``Eligible Securities'' as defined in rule 2a-7 under the Act, of which
the Affiliated Dealer, or any entity controlling, controlled by or
under common control with the Affiliated Dealer (such entity, a
``Control Affiliate''), is the primary obligor.
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\2\ Applicants are not seeking any relief from section 10(f),
17(d) or 17(e) of the Act or rules 17d-1 and 17e-1 thereunder.
\3\ Fixed-income securities for purposes of the Order include
interests in syndicated loans, as well as convertible bonds and
convertible preferred stock.
\4\ No director, officer or employee of the Funds or the
Advisers is or will be a director, officer or employee of an
Affiliated Dealer. Additionally, the Chairman of the Funds' board of
directors or trustees (``Board'') is not an interested person of the
Funds, as defined in section 2(a)(19) of the Act, and seven of the
nine members of the Funds' Board are independent trustees or
directors.
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6. Applicants state that all Securities Transactions will originate
with the purchasing Fund or its Adviser on behalf of the Fund. No
Affiliated Dealer will seek to influence the choice of a broker or
dealer for any Securities Transaction by a Fund. An Affiliated Dealer's
participation in any Securities Transaction will be limited to the
normal course of sales activities of the same nature that are being
carried out during the same period with respect to unaffiliated
institutional clients of the Affiliated Dealer.
7. Applicants represent that there is not, and will not be, any
express or implied understanding between the Advisers and any
Affiliated Dealer that will cause a Fund to enter into Securities
Transactions or give preference to the Affiliated Dealer in effecting
such transactions between the Funds and the Affiliated Dealer.
Applicants' Legal Analysis
1. Section 17(a) of the Act, in relevant part, prohibits an
affiliated person of a registered investment company, or an affiliated
person of such person, acting as principal, from selling to or
purchasing from such company any security or other property and from
borrowing money or other property from such company. Section 17(b) of
the Act authorizes the Commission to exempt a transaction from section
17(a) of the Act if evidence establishes that the terms of the proposed
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
policy of each registered investment company concerned and with the
general purposes of the Act.
2. Section 6(c) of the Act, in relevant part, authorizes the
Commission to exempt any person or transaction, or any class or classes
of persons or transactions, from any provision or provisions 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.
3. Section 2(a)(3) of the Act, in relevant part, defines
``affiliated person'' of another person to include: (a) Any person
directly or indirectly owning, controlling, or holding with power to
vote, 5% or more of the outstanding voting securities of such other
person; (b) any person 5% or more of whose outstanding voting
securities are directly or indirectly owned by, controlled, or held
with power to vote, by such person; and (c) any person directly or
indirectly controlling, controlled by, or under common control with,
such other person.
4. Section 2(a)(9) of the Act, in relevant part, defines
``control'' as ``the power to exercise a controlling influence over the
management or policies of a company, unless such power is solely the
result of an official
[[Page 37703]]
position with such 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% of the voting securities of a
company shall be presumed to control such company, and that any person
who does not so own more than 25% of the voting securities of any
company shall be presumed not to control such company.
5. Applicants state that if a bank or broker-dealer acquires five
percent or more of the outstanding voting securities of a Fund, the
bank or broker-dealer would become an affiliated person of the Fund and
a second-tier affiliate of the other Funds within the meaning of
section 2(a)(3) of the Act (by virtue of the Funds' being under the
common control of the Advisers or common directors or officers).
6. Applicants submit that the primary purpose of section 17(a) is
to prevent a person with the power to control or influence a registered
investment company from engaging in self-dealing or overreaching, to
the detriment of the investment company's shareholders. Applicants
submit that the policies which section 17(a) of the Act was meant to
further are not implicated in the context of the requested Order
because the Affiliated Dealers are not in a position to cause a Fund to
enter into a Securities Transaction or otherwise influence portfolio
decisions by the Advisers on behalf of the Funds. Applicants state
that, as a result, no Affiliated Dealer is in a position to cause a
Fund to enter into Securities Transactions that are not in the best
interests of the Fund and its shareholders. Applicants also state that
there will be no conflict of interest associated with an Adviser's
decision to engage in a Securities Transaction with an Affiliated
Dealer on behalf of a Fund. Applicants further submit that the
conditions to the requested Order provide further protections against
any possibility of self-dealing or overreaching by the Affiliated
Dealers. Therefore, applicants submit that the requested Order
satisfies the statutory standards for relief.
Applicants' Conditions
Applicants agree that the Order granting the requested relief will
be subject to the following conditions:
A. Structural
1. No Fund will engage in Securities Transactions in reliance on
the requested Order with any Affiliated Dealer which controls any Fund,
within the meaning of section 2(a)(9) of the Act, or with any
Affiliated Dealer that is an affiliated person of such Affiliated
Dealer.
2. An Affiliated Dealer's participation in any Securities
Transaction will be limited to the normal course of sales activities of
the same nature that are being carried out during the same period with
respect to unaffiliated institutional customers of the Affiliated
Dealer. In particular, no Adviser will directly or indirectly consult
with any Affiliated Dealer concerning Securities Transactions, or the
selection of a broker or dealer for any Securities Transaction placed
or to be placed on behalf of a Fund. No Affiliated Dealer will seek to
influence the choice of broker or dealer for any Securities Transaction
by a Fund.
3. The Compliance Department of the Advisers will prepare
guidelines for their respective personnel to make certain that
Securities Transactions effected pursuant to the Order comply with its
terms and conditions, and that the Advisers maintain an arm's-length
relationship with the Affiliated Dealers. The Compliance Department of
the Advisers will monitor periodically the activities of the Advisers
to make certain that the terms and conditions of the Order are met.
4. Each Fund's Board will annually determine whether the level of
Securities Transactions executed with Affiliated Dealers is appropriate
based upon its review, without limitation, of the following materials
to be prepared by the Advisers:
(a) a report on the Affiliated Dealers' market share in fixed-
income securities for the previous twelve (12) months; and
(b) a memorandum explaining why continued reliance on the Order is
in the best interests of the Funds. Such memorandum will discuss the
findings of the Fixed Income Brokerage Practices Committee which
reviews broker performance and execution on a quarterly basis. Such
memorandum will also include an analysis of the current fixed-income
securities markets and such other materials as the Board may request in
order to aid it in its review, including, but not limited to, data
showing that the exclusion of the Affiliated Dealers would deny the
Funds opportunities for investment and improved execution.
Based on such report and memorandum, without limitation, the Board
will further, in a separate determination, consider annually whether
continued reliance by the Funds on the Order is appropriate for each
category of fixed-income securities (such categories to be reasonably
defined by the Advisers), as evidenced by the aggregate market share of
the Affiliated Dealers in each such category, among other things.
B. Transactional
With respect to each Securities Transaction entered into or
effected pursuant to the Order:
5. Each Fund's Board, including a majority of the disinterested
Board members (``Necessary Majority''), will approve, and the Fund will
implement, procedures governing all Securities Transactions pursuant to
the Order and the Fund's Board will no less frequently than quarterly
review all such Securities Transactions and receive and review a report
(the ``Report'') of those Securities Transactions. The Report will be
prepared by the Fund's Adviser, and reviewed and approved by the Fund's
Chief Compliance Officer, will indicate for each Securities Transaction
that the terms and conditions of the Order have been satisfied, and
will include a discussion of any significant changes in the volume,
type or terms of Securities Transactions between the relevant Fund and
the Affiliated Dealer, the reasons for these changes, and a
determination that such changes are legitimate.
6. For each Securities Transaction, the Advisers will adhere to a
``best execution'' standard, will consider only the interests of the
Fund, and will not take into account the impact of the Fund's
investment decision on the Affiliated Dealer. Before entering into any
Securities Transaction, the Adviser will determine that the transaction
is consistent with the investment objectives and policies of the Fund
and is in the best interests of the Fund and its shareholders.
7. A primary market Securities Transaction will not involve the
purchase of a fixed-income security of which the Affiliated Dealer to
the transaction, or one of its Control Affiliates, is the primary
obligor, unless the transaction is for repurchase agreements or
Eligible Securities, and such Affiliated Dealer, and any of its Control
Affiliates, does not hold 5% or more of the outstanding voting
securities of a Fund defined as a ``Money Market Fund'' in the General
Instructions to Form N-1A, which holds itself out as a money market
fund and meets the maturity, quality, and diversification requirements
of rule 2a-7 under the Act.
8. The Advisers to the Funds will maintain a credit committee for
Eligible Securities and an execution assessment committee for trading
in fixed-income securities. A Fund may purchase from an Affiliated
Dealer an Eligible Security for which the Affiliated Dealer or a
Control Affiliate is the primary obligor
[[Page 37704]]
only if (a) the credit committee has determined that the Affiliated
Dealer's or the Control Affiliate's primary obligations, or if the
Eligible Security is guaranteed by another entity, the other entity's
obligations, present minimal credit risks, as currently required by
rule 2a-7(c) under the Act and (b) the execution assessment committee
reviews the terms of the purchase at its next regular meeting and
addresses any concerns regarding the terms of purchase, including
whether the Funds may engage in future Eligible Securities transactions
with such Affiliated Dealer. The Advisers' Compliance Department will
monitor the meetings of the credit and execution assessment committees
and will include the committees' determinations in the Report provided
to the Board.
9. Each Fund will (a) for so long as the Order is relied upon,
maintain and preserve in an easily accessible place a written copy of
the procedures and conditions (and any modifications thereto) that are
described herein, and (b) maintain and preserve for a period of not
less than six years from the end of the fiscal year in which any
Securities Transaction in which the Fund's Adviser knows that both an
Affiliated Dealer and the Fund directly or indirectly have an interest
occurs, the first two years in an easily accessible place, a written
record of each such transaction setting forth a description of the
security purchased or sold by the Fund, a description of the Affiliated
Dealer's, or the Affiliated Dealer's affiliated person's, interest or
role in the transaction, the terms of the transaction, and the
information or materials upon which the determination was made that
such transaction was made in accordance with the procedures set forth
above and conditions in the application.
10. Except as otherwise provided below, before any secondary market
principal transaction is entered into between a Fund and an Affiliated
Dealer, the Fund's Adviser will obtain a competitive quotation for the
same securities (or in the case of securities for which quotations for
the same securities are not available, a competitive quotation for
Comparable Securities \5\) from at least two dealers that are not
affiliated persons of the Affiliated Dealer or the Adviser and that are
in a position to quote favorable market prices, except that if, after
reasonable efforts, quotations are unavailable from two such dealers,
only one other competitive quotation is required. For each such
transaction, the Adviser will determine, based upon the quotations and
such other relevant information (such as available transaction prices
and any other information regarding the value of the securities) as is
reasonably available to the Adviser, that the price available from the
Affiliated Dealer is at least as favorable as that available from other
sources.
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\5\ The term ``Comparable Securities'' refers to securities with
substantially identical maturities, credit risk and repayment terms
(including floating or fixed-rate coupons, attached options, or any
other provisions that affect the expected size or timing of the
payments from the securities) as the securities to be purchased or
sold.
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(a) With respect to each such transaction involving repurchase
agreements, a Fund will enter into such agreements only where the
Adviser has determined, based upon relevant information reasonably
available to the Adviser, that the income to be earned from the
repurchase agreement is at least equal to that available from other
sources. Before any repurchase agreements are entered into pursuant to
the exemption, the Fund or the Adviser will obtain competitive
quotations with respect to repurchase agreements comparable to the type
of repurchase agreement involved from at least two dealers that are not
affiliated persons of the Affiliated Dealer or the Adviser, except that
if, after reasonable efforts, quotations are unavailable from two such
dealers, only one other competitive quotation is required.
(b) With respect to each such transaction involving variable rate
demand notes for which dealer quotes are not ordinarily available, a
Fund will only undertake purchases and sales where the Adviser has
determined, based on relevant information reasonably available to the
Adviser, that the income earned from the variable rate demand note is
at least equal to that of variable rate demand notes of comparable
quality that are available from other sources.
11. Except as otherwise provided below, with respect to securities
offered in a primary market underwritten transaction a Fund will
undertake such purchase from the Affiliated Dealer only where the
Adviser has determined, based upon relevant information reasonably
available to the Adviser, that the securities were purchased at a price
that is no more than the price paid by each other purchaser of
securities from the Affiliated Dealer or other members of the
underwriting syndicate in that offering or in any concurrent offering
of the securities, and on the same terms as such other purchasers
(except in the case of an offering conducted under the laws of a
country other than the United States, for any rights to purchase that
are required by law to be granted to existing securities holders of the
issuer).
12. With respect to a primary market transaction in which an
Affiliated Dealer offers as principal fixed-income securities on a
continuing, rather than a fixed, basis a Fund will enter into such
transactions only where the Adviser has determined, based upon relevant
information reasonably available to the Adviser, that the yield on such
fixed-income securities is at least equal to the yield of Comparable
Securities at that time. Before any such fixed-income securities are
purchased pursuant to the Order, the Fund or the Adviser will obtain
competitive quotations with respect to yields on fixed-income
securities comparable to the type of fixed-income securities involved
from at least two dealers that are not affiliated persons of the
Affiliated Dealer or the Adviser, and that are in a position to quote
favorable market yields, except that if, after reasonable efforts,
quotations are unavailable from two such dealers, only one other
competitive quotation is required.
13. Prior to entering into a Securities Transaction with an
Affiliated Dealer, the Fund's Adviser will determine that the Fund
needs the ability to transact with the Affiliated Dealer based upon a
reasonable determination:
(a) that the Fund could not obtain as favorable an execution for
the Security Transaction by trading with an unaffiliated dealer; and
(b) that there is no similar investment opportunity suitable for
and more advantageous to the Fund that could be obtained from an
unaffiliated dealer.
14. The commission, fee, spread, or other remuneration to be
received by an Affiliated Dealer will be reasonable and fair compared
to the commission, fee, spread, or other remuneration received by other
persons in connection with comparable transactions involving similar
securities being purchased and sold during a comparable period of time.
For the Commission, by the Division of Investment Management,
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-16091 Filed 6-30-15; 8:45 am]
BILLING CODE 8011-01-P