[Federal Register Volume 80, Number 115 (Tuesday, June 16, 2015)]
[Notices]
[Pages 34480-34483]
[FR Doc No: 2015-14669]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75140; File No. SR-MIAX-2015-37]

Self-Regulatory Organizations; Miami International Securities
Exchange LLC; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Amend Fee Schedule

June 10, 2015.
    Pursuant to the provisions of Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice
is hereby given that on May 29, 2015, Miami International Securities
Exchange LLC (``MIAX'' or ``Exchange'') filed with the Securities and
Exchange Commission (``Commission'') a proposed rule change as
described in Items I, II, and III below, which Items have been prepared
by the Exchange. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange is filing a proposal to amend the MIAX Options Fee
Schedule (the ``Fee Schedule'').
    The text of the proposed rule change is available on the Exchange's
Web site at http://www.miaxoptions.com/filter/wotitle/rule_filing, at
MIAX's principal office, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend the MIAX Options Fee Schedule (the
``Fee Schedule'') to modify the fees for MEI Ports to Market Makers.
Specifically, the Exchange proposes to adopt the following fees for MEI
Ports: (i) $5,000 for MM Assignments in up to 5 option classes or up to
10% of option classes by volume; (ii) $10,000 for MM Assignments in up
to 10 option classes or up to 20% of option classes by volume; (iii)
$14,000 for MM Assignments in up to 40 option classes or up to 35% of
option classes by volume; (iv) $17,500 for MM Assignments in up to 100
option classes or up to 50% of option classes by volume; and (v)
$20,500.00 for MM Assignments in over 100 option classes or over 50% of
option classes by volume up to all option classes listed on MIAX. In
each of the proposed categories above, the stated fee applies if the
lesser of the two applicable measurements is met.
    Currently, MIAX assesses monthly MEI Port Fees on Market Makers
based upon the number of MIAX matching engines \3\ used by the Market
Maker. MEI Port users are allocated two Full Service MEI Ports \4\ and
two Limited Service MEI Ports \5\ per matching engine to which they
connect. The Exchange currently assesses a fee of $2,500 per month on
Market Makers for the first matching engine they use; $1,200 per month
for each of matching engines 2 through 5; and $700 per month for each
of matching engines 6 and above. For example, a Market Maker that
wishes to make markets in just one symbol would require the two MEI
Ports in a single matching engine; a Market Maker wishing to make
markets in all symbols traded on MIAX would require the two MEI Ports
in each of the Exchange's matching engines. The Exchange also currently
charges $50 per month for each additional Limited Service MEI Port per
matching engine for Market Makers in addition to the two Limited
Service MEI Ports per matching engine that are allocated with the Full
Service MEI Ports. The Full Service MEI Ports, Limited Service MEI
Ports and the additional Limited Service MEI Ports all include access
to MIAX's primary and secondary data centers and its disaster recovery
center.
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    \3\ A ``matching engine'' is a part of the MIAX electronic
system that processes options quotes and trades on a symbol-by-
symbol basis. Some matching engines will process option classes with
multiple root symbols, and other matching engines will be dedicated
to one single option root symbol (for example, options on SPY will
be processed by one single matching engine that is dedicated only to
SPY). A particular root symbol may only be assigned to a single
designated matching engine. A particular root symbol may not be
assigned to multiple matching engines.
    \4\ Full Service MEI Ports provide Market Makers with the
ability to send Market Maker quotes, eQuotes, and quote purge
messages to the MIAX System. Full Service MEI Ports are also capable
of receiving administrative information. Market Makers are limited
to two Full Service MEI Ports per matching engine.
    \5\ Limited Service MEI Ports provide Market Makers with the
ability to send eQuotes and quote purge messages only, but not
Market Maker Quotes, to the MIAX System. Limited Service MEI Ports
are also capable of receiving administrative information. Market
Makers initially receive two Limited Service MEI Ports per matching
engine.
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    The Exchange notes that another competing exchange charges
substantially more [sic] for the use of similar ports.\6\ The Exchange
established the current rates in an effort to increase the Exchange's
revenues from non-transaction fee sources and also more closely align
the fees with the rates charged by another competing options
exchange.\7\ The Exchange now proposes to modify its fees charged to
Market Makers in order to provide objective criteria for MMs of
different sizes and business models to be assessed a MEI Port fee that
best matches their quoting activity on the Exchange. Accordingly, the
Exchange proposes to modify the fees charged to Market Makers for use
of MEI Ports. Specifically, the Exchange proposes to adopt the
following fees for MEI Ports: (i) $5,000 for MM Assignments in up to 5
option classes or up to 10% of option classes by volume; (ii) $10,000
for MM Assignments in up to 10 option classes or up to 20% of option
classes by volume; (iii) $14,000 for MM Assignments in up to 40 option
classes or up to 35% of option classes by volume; (iv) $17,500 for MM
Assignments in up to 100 option classes or up to 50% of option classes
by volume; and (v) $20,500.00 for MM Assignments in over 100 option
classes or over 50% of option classes by volume up to all option
classes listed on MIAX. For the calculation of the monthly MEI Port
fees that apply to MMs, the number of classes is defined as the
greatest number of classes the MM was assigned to quote in on any given
day within the calendar month and the class volume percentage is based
on the total national average daily volume in classes listed on MIAX in
the prior calendar quarter \8\. Newly listed option classes are
excluded from the calculation of the monthly MEI Port fee until the
calendar quarter following their listing, at which time the newly
listed option classes will be included in both the per class count and
the percentage of total national average daily volume. The Exchange
will assess MMs the monthly MEI Port fee based on the greatest number
of classes listed on MIAX that the MM was assigned to quote in on any
given day within a calendar month and the applicable fee rate that is
the lesser of either the per class basis or percentage of total
national average daily volume measurement. For example, if MM1 elects
to quote the top 40 option classes which consist of 58% of the total
national average daily volume in the prior quarter, the Exchange would
assess $14,000 to MM1 for the month which is the lesser of `up to 40
classes' and `above 50% of classes by volume up to all classes listed
on MIAX'. If the 40 option classes were located on 5 matching engines,
MM1 would receive two Full Service MEI Ports and two Limited Service
MEI Ports for each of the 5 matching engines for a total of ten Full
Service MEI Ports and ten Limited Service MEI Ports for $14,000 per
month.\9\ If MM2 elects to quote the bottom 1000 option classes which
consist of 10% of the total national average daily volume in the prior
quarter, the Exchange would assess $5,000 to MM2 for the month which is

the lesser of `above 100 classes' and `up to 10% of classes by volume'.
If the 1000 option classes were located on 15 matching engines, MM2
would receive two Full Service MEI Ports and two Limited Service MEI
Ports for each of the 15 matching engines for a total of thirty Full
Service MEI Ports and thirty Limited Service MEI Ports for $5,000 per
month.\10\ The Exchange will continue to charge $50 per month for each
additional Limited Service MEI Port per matching engine for Market
Makers in addition to the two Limited Service MEI Ports per matching
engine that are allocated with the Full Service MEI Ports. As
currently, the Full Service MEI Ports, Limited Service MEI Ports and
the additional Limited Service MEI Ports all include access to MIAX's
primary and secondary data centers and its disaster recovery center.
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    \6\ See NASDAQ OMX PHLX LLC (``PHLX'') Pricing Schedule, Section
VII. PHLX assesses specialists and market makers Active SQF Port Fee
of $1,250 per port per month. Active SQF Port Fees are capped at
$42,000 per month.
    \7\ See Securities Exchange Act Release No. 74633 (April 2,
2015), 80 FR 18894 (April 8, 2015) (SR-MIAX-2015-25).
    \8\ The Exchange will use the following formula to calculate the
percentage of total national average daily volume that the MM
assignment is for purposes of the MEI Port fee for a given month. MM
assignment percentage of national average daily volume = [total
volume during the prior calendar quarter in a class in which the MM
was assigned]/[total national volume in classes listed on MIAX in
the prior calendar quarter]
    \9\ The Exchange notes that, as currently, the MEI Port fee
would allow the MM to obtain access to MIAX's primary and secondary
data centers and its disaster recovery center.
    \10\ See id.
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    The purpose of the proposed fees is to incentivize market
participants to register as Market Makers on the Exchange, to provide
liquidity, and to attract order flow. To the extent that this purpose
is achieved, all the Exchange's market participants should benefit from
the improved market liquidity. The proposed fee levels and criteria are
based upon a business determination of current MM assignments and
trading volume. The Exchange notes that it determines the number of
options classes allocated to a matching engine, and as such chooses how
many MEI Ports are necessary to support MM assignments. The Exchange
notes that while MMs in general terms have control over the number of
MM assignments that they are assigned and quote, MMs do not have
control over the number of matching engines that those MM assignments
may be spread across. The Exchange believes that the proposal gives MMs
more freedom to focus on MM assignments in their determinations for
fees versus the number of matching engines. The Exchange believes that
the proposed fee rates and criteria provide an objective and flexible
framework that will encourage MMs to be assigned and quote in option
classes with lower total national average daily volume while also
equitably allocating the fees in a reasonable manner amongst MM
assignments to account for quoting and trading activity.
    The Exchange proposes to implement the fee changes beginning June
1, 2015.
2. Statutory Basis
    The Exchange believes that its proposal to amend its Fee Schedule
is consistent with Section 6(b) of the Act \11\ in general, and
furthers the objectives of Section 6(b)(4) of the Act \12\ in
particular, in that it is an equitable allocation of reasonable fees
and other charges.
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    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(4).
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    The Exchange believes that the proposed fees are reasonable,
equitable and not unfairly discriminatory. The proposed fees are
reasonable in that they are within the range of comparable fees at
other competing options exchanges.\13\ As such, the proposal is
reasonably designed to continue to compete with other options exchange
by incentivizing market participants to register as Market Makers on
the Exchange in a manner that enables the Exchange to improve its
overall competitiveness and strengthen its market quality for all
market participants. The proposed fees are fair and equitable and not
unreasonably discriminatory because they apply equally to all Market
Makers regardless of type and access to the Exchange is offered on
terms that are not unfairly discriminatory. The Exchange designed the
fee rates in order to provide objective criteria for MMs of different
sizes and business models to be assessed a MEI Port fee that best
matches their quoting activity on the Exchange. The Exchange notes that
trading volume and quoting activity in the options market tends to be
concentrated in the top ranked options classes; with the vast majority
of options classes being thinly quoted and traded. The Exchange
believes that the proposed fee rates and criteria provide an objective
and flexible framework that will encourage MMs to be assigned and quote
in option classes with lower total national average daily volume while
also equitably allocating the fees in a reasonable manner amongst MM
assignments to account for quoting and trading activity.
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    \13\ See supra note 6.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended. The
Exchange believes that the proposal increases both intermarket and
intramarket competition by enabling MMs to qualify for lower MEI Port
fees rates on the Exchange in a manner that is designed to provide
objective criteria for MMs of different sizes and business models to be
assessed a MEI Port fee that best matches their quoting activity on the
Exchange yet still be in the range of comparable fees on other
exchanges. The Exchange believes that the proposal will increase
competition amongst MMs of different sizes and business models by
encouraging MMs to be assigned and quote in option classes with lower
total national average daily volume. The Exchange notes that it
operates in a highly competitive market in which market participants
can readily favor competing venues if they deem fee levels at a
particular venue to be excessive. In such an environment, the Exchange
must continually adjust its fees to remain competitive with other
exchanges and in order to attract market participants to use its
services. The Exchange believes that the proposal reflects this
competitive environment because it increases the Exchange's fees in a
manner that continues to encourage market participants to register as
Market Makers on the Exchange, to provide liquidity, and to attract
order flow. To the extent that this purpose is achieved, all the
Exchange's market participants should benefit from the improved market
liquidity.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\14\ At any time within 60 days of the
filing of the proposed rule change, the Commission summarily may
temporarily suspend such rule change if it appears to the Commission
that such action is necessary or appropriate in the public interest,
for the protection of investors, or otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
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    \14\ 15 U.S.C. 78s(b)(3)(A)(ii).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-MIAX-2015-37 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-MIAX-2015-37. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing will also be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-MIAX-2015-37 and should be
submitted on or before July 7, 2015.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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    \15\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015-14669 Filed 6-15-15; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register Volume 81, Number 179 (Thursday, September 15, 2016)]
[Notices]
[Pages 63541-63543]
[FR Doc No: 2016-22126]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. IC-32256; 812-14659]

Foreside Advisor Services, LLC, et al.; Notice of Application

September 9, 2016.

AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application for an order under section 6(c) of the
Investment Company Act of 1940 (the ``Act'') for an exemption from
sections 2(a)(32), 5(a)(1), 22(d), and 22(e) of the Act and rule 22c-1
under the Act, 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) actively-
managed series of certain open-end management investment companies
(``Funds'') to issue shares redeemable in large aggregations only
(``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; (e) 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; and (f) certain Funds
(``Feeder Funds'') to create and redeem Creation Units in-kind in a
master-feeder structure.

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APPLICANTS:  Foreside Advisor Services, LLC (``FAS''), a Delaware
Corporation that will be registered as an investment adviser under the
Investment Advisers Act of 1940, Foreside ETF Trust (``Trust''), a
Delaware statutory trust registered under the Act as an open-end
management investment company with multiple series, and Foreside Fund
Services, LLC (``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 June 6, 2016, and amended on
August 26, 2016.

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 October 4, 2016, 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: Three Canal Plaza, Suite
100, Portland, ME 04101.

FOR FURTHER INFORMATION CONTACT: Elizabeth G. Miller, Senior Counsel,
at<PHONE_NUMBER>, or Holly Hunter-Ceci, Branch Chief, at (202) 551-
6825 (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 http://www.sec.gov/search/search.htm or by calling<PHONE_NUMBER>.

Summary of the Application

    1. Applicants request an order that would allow Funds to operate as
actively-managed exchange traded funds (``ETFs'').\1\ Fund shares will
be purchased and redeemed at their NAV in Creation Units only. 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. Certain
Funds may operate as Feeder Funds in a master-feeder structure. Any
order granting the requested relief would be subject to the terms and
conditions stated in the application.
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    \1\ Applicants request that the order apply to the new series of
the Trust as well as to additional series of the Trust and any other
open-end management investment company or series thereof that may be
created in the future (each, included in the term ``Fund''), each of
which will operate as an actively-managed ETF. Any Fund will (a) be
advised by FAS or an entity controlling, controlled by, or under
common control with FAS (each, an ``Adviser'') and (b) comply with
the terms and conditions of the application.
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    2. Each Fund will consist of a portfolio of securities and other
assets and investment positions (``Portfolio Instruments''). Each Fund
will disclose on its Web site the identities and quantities of the
Portfolio Instruments that will form the basis for the Fund's
calculation of NAV at the end of the day.
    3. Shares will be purchased and redeemed in Creation Units and
generally on an in-kind basis. Except where the purchase or redemption
will include cash under the limited circumstances specified in the
application, purchasers will be required to purchase Creation Units by
depositing specified 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 only.
    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 hold non-U.S. Portfolio Instruments
and that effect creations and redemptions of Creation Units in kind,
applicants request relief from the requirement imposed by section 22(e)
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(e) 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
Portfolio Instruments 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.\2\ 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.
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    \2\ 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, moreover, 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.
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    9. Applicants also request relief to permit a Feeder Fund to
acquire shares of another registered investment company managed by the
Adviser having substantially the same investment objectives as the
Feeder Fund (``Master Fund'') beyond the limitations in section
12(d)(1)(A) and permit the Master Fund, and any principal underwriter
for the Master Fund, to sell shares of the Master Fund to the Feeder
Fund beyond the limitations in section 12(d)(1)(B).
    10. 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.
Brent J. Fields,
Secretary.
[FR Doc. 2016-22126 Filed 9-14-16; 8:45 am]
 BILLING CODE 8011-01-P