O'Shaughnessy Asset Management, LLC, et al., 9575-9576 [2019-04804]
Download as PDF
<![CDATA[
Federal Register / Vol. 84, No. 51 / Friday, March 15, 2019 / Notices
For these reasons, the Commission
believes the proposed rule change is
consistent with the Act.
V. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,22 that the
proposed rule change (SR–FINRA–
2018–040) is approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.23
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019–04808 Filed 3–14–19; 8:45 am]
BILLING CODE 8011–01–P
The application was filed
on July 18, 2018, and amended on
November 19, 2018 and March 1, 2019.
FILING DATES:
SECURITIES AND EXCHANGE
COMMISSION
O’Shaughnessy Asset Management,
LLC, et al.
March 11, 2019.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
amozie on DSK9F9SC42PROD with NOTICES
AGENCY:
Notice of an application for an order
under section 6(c) of the Investment
Company Act of 1940 (the ‘‘Act’’) for an
exemption from sections 2(a)(32),
5(a)(1), 22(d), and 22(c) of the Act and
rule 22c-1 under the Act, under sections
6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and
17(a)(2) of the Act, and under section
12(d)(1)(J) for an exemption from
sections 12(d)(1)(A) and 12(d)(1)(B) of
the Act. The requested order would
permit (a) index-based series of certain
open-end management investment
companies (‘‘Funds’’) to issue shares
redeemable in large aggregations
(‘‘Creation Units’’); (b) secondary market
transactions in Fund shares to occur at
negotiated market prices rather than at
net asset value (‘‘NAV’’); (c) certain
Funds to pay redemption proceeds,
under certain circumstances, more than
seven days after the tender of shares for
redemption; (d) certain affiliated
persons of a Fund to deposit securities
into, and receive securities from, the
Fund in connection with the purchase
and redemption of Creation Units; and
© certain registered management
investment companies and unit
investment trusts outside of the same
group of investment companies as the
Funds (‘‘Funds of Funds’’) to acquire
shares of the Funds.
23 17
U.S. C. 78s(b)(2).
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
16:53 Mar 14, 2019
Jkt 247001
An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on April 5, 2019, 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.
HEARING OR NOTIFICATION OF HEARING:
[Investment Company Act Release No.
33395; 812–14929]
22 15
O’Shaughnessy Asset
Management, LLC (the ‘‘Initial
Adviser’’), a Delaware limited liability
company registered as an investment
adviser under the Investment Advisers
Act of 1940; Advisors Series Trust (the
‘‘Trust’’), a statutory trust created under
the Delaware Statutory Trust Act and
registered under the Act as an open-end
management investment company; and
Quasar Distributors, LLC (the ‘‘Initial
Distributor’’), a Delaware limited
liability company and broker-dealer
registered under the Securities
Exchange Act of 1934 (‘‘Exchange Act’’).
APPLICANTS:
Secretary, Securities and
Exchange Commission, 100 F Street NE,
Washington, DC 20549–1090;
Applicants: O’Shaughnessy Asset
Management, LLC, 6 Suburban Avenue,
Stamford, CT 06901; Advisors Series
Trust, 615 East Michigan Street,
Milwaukee, WI 53202; Quasar
Distributors, LLC, 777 East Wisconsin
Avenue, Milwaukee, Wisconsin 53202.
ADDRESSES:
FOR FURTHER INFORMATION CONTACT:
Thankam A. Varghese, AttorneyAdviser, at (202) 551–6446, or Parisa
Haghshenas, Branch Chief, at (202) 551–
6723 (Division of Investment
Management, Chief Counsel’s Office).
The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
website 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.
SUPPLEMENTARY INFORMATION:
PO 00000
Frm 00100
Fmt 4703
Sfmt 4703
9575
Summary of the Application
1. Applicants request an order that
would allow Funds to operate as index
exchange traded funds (‘‘ETFs’’).1 Fund
shares will be purchased and redeemed
at their NAV in Creation Units (other
than pursuant to a distribution
reinvestment program, as described in
the application). All orders to purchase
Creation Units and all redemption
requests will be placed by or through an
‘‘Authorized Participant,’’ which will
have signed a participant agreement
with the Distributor. Shares will be
listed and traded individually on a
national securities exchange, where
share prices will be based on the current
bid/offer market. Any order granting the
requested relief would be subject to the
terms and conditions stated in the
application.
2. Each Fund will hold investment
positions selected to correspond closely
to the performance of an Underlying
Index. In the case of Self-Indexing
Funds, an affiliated person, as defined
in section 2(a)(3) of the Act (‘‘Affiliated
Person’’), or an affiliated person of an
Affiliated Person (‘‘Second-Tier
Affiliate’’), of the Trust or a Fund, of the
Adviser, of any sub-adviser to or
promoter of a Fund, or of the Distributor
will compile, create, sponsor or
maintain the Underlying Index.2
3. Shares will be purchased and
redeemed in Creation Units and
generally on an in-kind basis, or issued
in less than Creation Unit size to
investors participating in a distribution
reinvestment program. Except where the
purchase or redemption will include
cash under the limited circumstances
specified in the application, purchasers
will be required to purchase Creation
Units by depositing specified
1 Applicants request that the order apply to the
initial fund and any additional series of the Trust
and any other existing or future open-end
management investment company or future series
thereof (each, included in the term ‘‘Fund’’), each
of which will operate as an ETF and will track a
specified index comprised of domestic and/or
foreign equity securities and/or domestic and/or
foreign fixed income securities (each, an
‘‘Underlying Index’’). Each Fund will (a) be advised
by the Initial Adviser or an entity controlling,
controlled by, or under common control with the
Initial Adviser (each such entity and any successor
thereto, an ‘‘Adviser’’) and (b) comply with the
terms and conditions of the application. For
purposes of the requested order, the term
‘‘successor’’ is limited to an entity or entities that
result from a reorganization into another
jurisdiction or a change in the type of business
organization.
2 Each Self-Indexing Fund will post on its website
the identities and quantities of the investment
positions that will form the basis for the Fund’s
calculation of its NAV at the end of the day.
Applicants believe that requiring Self-Indexing
Funds to maintain full portfolio transparency will
help address, together with other protections,
conflicts of interest with respect to such Funds.
E:\FR\FM\15MRN1.SGM
15MRN1
amozie on DSK9F9SC42PROD with NOTICES
9576
Federal Register / Vol. 84, No. 51 / Friday, March 15, 2019 / Notices
instruments (‘‘Deposit Instruments’’),
and shareholders redeeming their shares
will receive specified instruments
(‘‘Redemption Instruments’’). The
Deposit Instruments and the
Redemption Instruments will each
correspond pro rata to the positions in
the Fund’s portfolio (including cash
positions) except as specified in the
application.
4. Because shares will not be
individually redeemable, applicants
request an exemption from section
5(a)(1) and section 2(a)(32) of the Act
that would permit the Funds to register
as open-end management investment
companies and issue shares that are
redeemable in Creation Units.
5. Applicants also request an
exemption from section 22(d) of the Act
and rule 22c–1 under the Act as
secondary market trading in shares will
take place at negotiated prices, not at a
current offering price described in a
Fund’s prospectus, and not at a price
based on NAV. Applicants state that (a)
secondary market trading in shares does
not involve a Fund as a party and will
not result in dilution of an investment
in shares, and (b) to the extent different
prices exist during a given trading day,
or from day to day, such variances occur
as a result of third-party market forces,
such as supply and demand. Therefore,
applicants assert that secondary market
transactions in shares will not lead to
discrimination or preferential treatment
among purchasers. Finally, applicants
represent that share market prices will
be disciplined by arbitrage
opportunities, which should prevent
shares from trading at a material
discount or premium from NAV.
6. With respect to Funds that effect
creations and redemptions of Creation
Units in kind and that are based on
certain Underlying Indexes that include
foreign securities, applicants request
relief from the requirement imposed by
section 22(c) in order to allow such
Funds to pay redemption proceeds
within fifteen calendar days following
the tender of Creation Units for
redemption. Applicants assert that the
requested relief would not be
inconsistent with the spirit and intent of
section 22(c) to prevent unreasonable,
undisclosed or unforeseen delays in the
actual payment of redemption proceeds.
7. Applicants request an exemption to
permit Funds of Funds to acquire Fund
shares beyond the limits of section
12(d)(1)(A) of the Act; and the Funds,
and any principal underwriter for the
Funds, and/or any broker or dealer
registered under the Exchange Act, to
sell shares to Funds of Funds beyond
the limits of section 12(d)(1)(B) of the
Act. The application’s terms and
VerDate Sep<11>2014
16:53 Mar 14, 2019
Jkt 247001
conditions are designed to, among other
things, help prevent any potential (i)
undue influence over a Fund through
control or voting power, or in
connection with certain services,
transactions, and underwritings, (ii)
excessive layering of fees, and (iii)
overly complex fund structures, which
are the concerns underlying the limits
in sections 12(d)(1)(A) and (B) of the
Act.
8. Applicants request an exemption
from sections 17(a)(1) and 17(a)(2) of the
Act to permit persons that are Affiliated
Persons, or Second-Tier Affiliates, of the
Funds, solely by virtue of certain
ownership interests, to effectuate
purchases and redemptions in-kind. The
deposit procedures for in-kind
purchases of Creation Units and the
redemption procedures for in-kind
redemptions of Creation Units will be
the same for all purchases and
redemptions, and Deposit Instruments
and Redemption Instruments will be
valued in the same manner as those
investment positions currently held by
the Funds. Applicants also seek relief
from the prohibitions on affiliated
transactions in section 17(a) to permit a
Fund to sell its shares to and redeem its
shares from a Fund of Funds, and to
engage in the accompanying in-kind
transactions with the Fund of Funds.3
The purchase of Creation Units by a
Fund of Funds directly from a Fund will
be accomplished in accordance with the
policies of the Fund of Funds and will
be based on the NAVs of the Funds.
9. Section 6(c) of the Act permits the
Commission to exempt any persons or
transactions from any provision of the
Act if such exemption is necessary or
appropriate in the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act. Section 12(d)(1)(J) of the Act
provides that the Commission may
exempt any person, security, or
transaction, or any class or classes of
persons, securities, or transactions, from
any provision of section 12(d)(1) if the
exemption is consistent with the public
interest and the protection of investors.
Section 17(b) of the Act authorizes the
Commission to grant an order
permitting a transaction otherwise
prohibited by section 17(a) if it finds
that (a) the terms of the proposed
transaction are fair and reasonable and
do not involve overreaching on the part
of any person concerned; (b) the
proposed transaction is consistent with
the policies of each registered
investment company involved; and (c)
the proposed transaction is consistent
with the general purposes of the Act.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019–04804 Filed 3–14–19; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–85287/March 11, 2019]
Order Making Fiscal Year 2019 Annual
Adjustments to Transaction Fee Rates
I. Background
Section 31 of the Securities Exchange
Act of 1934 (‘‘Exchange Act’’) requires
each national securities exchange and
national securities association to pay
transaction fees to the Commission.1
Specifically, Section 31(b) requires each
national securities exchange to pay to
the Commission fees based on the
aggregate dollar amount of sales of
certain securities (‘‘covered sales’’)
transacted on the exchange.2 Section
31(c) requires each national securities
association to pay to the Commission
fees based on the aggregate dollar
amount of covered sales transacted by or
through any member of the association
other than on an exchange.3
Section 31 of the Exchange Act
requires the Commission to annually
adjust the fee rates applicable under
Sections 31(b) and (c) to a uniform
adjusted rate.4 Specifically, the
Commission must adjust the fee rates to
a uniform adjusted rate that is
reasonably likely to produce aggregate
fee collections (including assessments
on security futures transactions) equal
to the regular appropriation to the
Commission for the applicable fiscal
year.5
1 15
U.S.C. 78ee.
U.S.C. 78ee(b).
3 15 U.S.C. 78ee(c).
4 In some circumstances, the SEC also must make
a mid-year adjustment to the fee rates applicable
under Sections 31(b) and (c).
5 15 U.S.C. 78ee(j)(1) (the Commission must
adjust the rates under Sections 31(b) and (c) to a
‘‘uniform adjusted rate that, when applied to the
baseline estimate of the aggregate dollar amount of
sales for such fiscal year, is reasonably likely to
produce aggregate fee collections under [Section 31]
(including assessments collected under [Section
2 15
3 The requested relief would apply to direct sales
of shares in Creation Units by a Fund to a Fund of
Funds and redemptions of those shares. Applicants
are not seeking relief from section 17(a) for, and the
requested relief will not apply to, transactions
where a Fund could be deemed an Affiliated
Person, or a Second-Tier Affiliate, of a Fund of
Funds because an Adviser or an entity controlling,
controlled by or under common control with an
Adviser provides investment advisory services to
that Fund of Funds.
PO 00000
Frm 00101
Fmt 4703
Sfmt 4703
E:\FR\FM\15MRN1.SGM
15MRN1
]]>Agencies
[Federal Register Volume 84, Number 51 (Friday, March 15, 2019)]
[Notices]
[Pages 9575-9576]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-04804]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33395; 812-14929]
O'Shaughnessy Asset Management, LLC, et al.
March 11, 2019.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
-----------------------------------------------------------------------
Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (the ``Act'') for an exemption from
sections 2(a)(32), 5(a)(1), 22(d), and 22(c) of the Act and rule 22c-1
under the Act, under sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and 17(a)(2) of the Act, and under
section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and
12(d)(1)(B) of the Act. The requested order would permit (a) index-
based series of certain open-end management investment companies
(``Funds'') to issue shares redeemable in large aggregations
(``Creation Units''); (b) secondary market transactions in Fund shares
to occur at negotiated market prices rather than at net asset value
(``NAV''); (c) certain Funds to pay redemption proceeds, under certain
circumstances, more than seven days after the tender of shares for
redemption; (d) certain affiliated persons of a Fund to deposit
securities into, and receive securities from, the Fund in connection
with the purchase and redemption of Creation Units; and (copyright)
certain registered management investment companies and unit investment
trusts outside of the same group of investment companies as the Funds
(``Funds of Funds'') to acquire shares of the Funds.
Applicants: O'Shaughnessy Asset Management, LLC (the ``Initial
Adviser''), a Delaware limited liability company registered as an
investment adviser under the Investment Advisers Act of 1940; Advisors
Series Trust (the ``Trust''), a statutory trust created under the
Delaware Statutory Trust Act and registered under the Act as an open-
end management investment company; and Quasar Distributors, LLC (the
``Initial Distributor''), a Delaware limited liability company and
broker-dealer registered under the Securities Exchange Act of 1934
(``Exchange Act'').
Filing Dates: The application was filed on July 18, 2018, and amended
on November 19, 2018 and March 1, 2019.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on April 5, 2019, 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, Securities and Exchange Commission, 100 F Street
NE, Washington, DC 20549-1090; Applicants: O'Shaughnessy Asset
Management, LLC, 6 Suburban Avenue, Stamford, CT 06901; Advisors Series
Trust, 615 East Michigan Street, Milwaukee, WI 53202; Quasar
Distributors, LLC, 777 East Wisconsin Avenue, Milwaukee, Wisconsin
53202.
FOR FURTHER INFORMATION CONTACT: Thankam A. Varghese, Attorney-Adviser,
at (202) 551-6446, or Parisa Haghshenas, Branch Chief, at (202) 551-
6723 (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 website 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.
Summary of the Application
1. Applicants request an order that would allow Funds to operate as
index exchange traded funds (``ETFs'').\1\ Fund shares will be
purchased and redeemed at their NAV in Creation Units (other than
pursuant to a distribution reinvestment program, as described in the
application). All orders to purchase Creation Units and all redemption
requests will be placed by or through an ``Authorized Participant,''
which will have signed a participant agreement with the Distributor.
Shares will be listed and traded individually on a national securities
exchange, where share prices will be based on the current bid/offer
market. Any order granting the requested relief would be subject to the
terms and conditions stated in the application.
---------------------------------------------------------------------------
\1\ Applicants request that the order apply to the initial fund
and any additional series of the Trust and any other existing or
future open-end management investment company or future series
thereof (each, included in the term ``Fund''), each of which will
operate as an ETF and will track a specified index comprised of
domestic and/or foreign equity securities and/or domestic and/or
foreign fixed income securities (each, an ``Underlying Index'').
Each Fund will (a) be advised by the Initial Adviser or an entity
controlling, controlled by, or under common control with the Initial
Adviser (each such entity and any successor thereto, an ``Adviser'')
and (b) comply with the terms and conditions of the application. For
purposes of the requested order, the term ``successor'' is limited
to an entity or entities that result from a reorganization into
another jurisdiction or a change in the type of business
organization.
---------------------------------------------------------------------------
2. Each Fund will hold investment positions selected to correspond
closely to the performance of an Underlying Index. In the case of Self-
Indexing Funds, an affiliated person, as defined in section 2(a)(3) of
the Act (``Affiliated Person''), or an affiliated person of an
Affiliated Person (``Second-Tier Affiliate''), of the Trust or a Fund,
of the Adviser, of any sub-adviser to or promoter of a Fund, or of the
Distributor will compile, create, sponsor or maintain the Underlying
Index.\2\
---------------------------------------------------------------------------
\2\ Each Self-Indexing Fund will post on its website the
identities and quantities of the investment positions that will form
the basis for the Fund's calculation of its NAV at the end of the
day. Applicants believe that requiring Self-Indexing Funds to
maintain full portfolio transparency will help address, together
with other protections, conflicts of interest with respect to such
Funds.
---------------------------------------------------------------------------
3. Shares will be purchased and redeemed in Creation Units and
generally on an in-kind basis, or issued in less than Creation Unit
size to investors participating in a distribution reinvestment program.
Except where the purchase or redemption will include cash under the
limited circumstances specified in the application, purchasers will be
required to purchase Creation Units by depositing specified
[[Page 9576]]
instruments (``Deposit Instruments''), and shareholders redeeming their
shares will receive specified instruments (``Redemption Instruments'').
The Deposit Instruments and the Redemption Instruments will each
correspond pro rata to the positions in the Fund's portfolio (including
cash positions) except as specified in the application.
4. Because shares will not be individually redeemable, applicants
request an exemption from section 5(a)(1) and section 2(a)(32) of the
Act that would permit the Funds to register as open-end management
investment companies and issue shares that are redeemable in Creation
Units.
5. Applicants also request an exemption from section 22(d) of the
Act and rule 22c-1 under the Act as secondary market trading in shares
will take place at negotiated prices, not at a current offering price
described in a Fund's prospectus, and not at a price based on NAV.
Applicants state that (a) secondary market trading in shares does not
involve a Fund as a party and will not result in dilution of an
investment in shares, and (b) to the extent different prices exist
during a given trading day, or from day to day, such variances occur as
a result of third-party market forces, such as supply and demand.
Therefore, applicants assert that secondary market transactions in
shares will not lead to discrimination or preferential treatment among
purchasers. Finally, applicants represent that share market prices will
be disciplined by arbitrage opportunities, which should prevent shares
from trading at a material discount or premium from NAV.
6. With respect to Funds that effect creations and redemptions of
Creation Units in kind and that are based on certain Underlying Indexes
that include foreign securities, applicants request relief from the
requirement imposed by section 22(c) in order to allow such Funds to
pay redemption proceeds within fifteen calendar days following the
tender of Creation Units for redemption. Applicants assert that the
requested relief would not be inconsistent with the spirit and intent
of section 22(c) to prevent unreasonable, undisclosed or unforeseen
delays in the actual payment of redemption proceeds.
7. Applicants request an exemption to permit Funds of Funds to
acquire Fund shares beyond the limits of section 12(d)(1)(A) of the
Act; and the Funds, and any principal underwriter for the Funds, and/or
any broker or dealer registered under the Exchange Act, to sell shares
to Funds of Funds beyond the limits of section 12(d)(1)(B) of the Act.
The application's terms and conditions are designed to, among other
things, help prevent any potential (i) undue influence over a Fund
through control or voting power, or in connection with certain
services, transactions, and underwritings, (ii) excessive layering of
fees, and (iii) overly complex fund structures, which are the concerns
underlying the limits in sections 12(d)(1)(A) and (B) of the Act.
8. Applicants request an exemption from sections 17(a)(1) and
17(a)(2) of the Act to permit persons that are Affiliated Persons, or
Second-Tier Affiliates, of the Funds, solely by virtue of certain
ownership interests, to effectuate purchases and redemptions in-kind.
The deposit procedures for in-kind purchases of Creation Units and the
redemption procedures for in-kind redemptions of Creation Units will be
the same for all purchases and redemptions, and Deposit Instruments and
Redemption Instruments will be valued in the same manner as those
investment positions currently held by the Funds. Applicants also seek
relief from the prohibitions on affiliated transactions in section
17(a) to permit a Fund to sell its shares to and redeem its shares from
a Fund of Funds, and to engage in the accompanying in-kind transactions
with the Fund of Funds.\3\ The purchase of Creation Units by a Fund of
Funds directly from a Fund will be accomplished in accordance with the
policies of the Fund of Funds and will be based on the NAVs of the
Funds.
---------------------------------------------------------------------------
\3\ The requested relief would apply to direct sales of shares
in Creation Units by a Fund to a Fund of Funds and redemptions of
those shares. Applicants are not seeking relief from section 17(a)
for, and the requested relief will not apply to, transactions where
a Fund could be deemed an Affiliated Person, or a Second-Tier
Affiliate, of a Fund of Funds because an Adviser or an entity
controlling, controlled by or under common control with an Adviser
provides investment advisory services to that Fund of Funds.
---------------------------------------------------------------------------
9. Section 6(c) of the Act permits the Commission to exempt any
persons or transactions from any provision of the Act if such exemption
is necessary or appropriate in the public interest and consistent with
the protection of investors and the purposes fairly intended by the
policy and provisions of the Act. Section 12(d)(1)(J) of the Act
provides that the Commission may exempt any person, security, or
transaction, or any class or classes of persons, securities, or
transactions, from any provision of section 12(d)(1) if the exemption
is consistent with the public interest and the protection of investors.
Section 17(b) of the Act authorizes the Commission to grant an order
permitting a transaction otherwise prohibited by section 17(a) if it
finds that (a) the terms of the proposed transaction are fair and
reasonable and do not involve overreaching on the part of any person
concerned; (b) the proposed transaction is consistent with the policies
of each registered investment company involved; and (c) the proposed
transaction is consistent with the general purposes of the Act.
For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-04804 Filed 3-14-19; 8:45 am]
BILLING CODE 8011-01-P
