[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 http://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

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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 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

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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 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