[Federal Register Volume 84, Number 158 (Thursday, August 15, 2019)]
[Notices]
[Pages 41760-41761]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-17557]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33587; File No. 812-15041]


Forum Funds, et al.

August 12, 2019.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application for an order under section 12(d)(1)(J) of 
the Investment Company Act of 1940 (the ``Act'') for an exemption from 
sections 12(d)(1)(A) and (B) of the Act and under sections 6(c) and 
17(b) of the Act for an exemption from sections 17(a)(1) and (2) of the 
Act.
    The requested order would permit certain registered open-end 
investment companies to acquire shares of certain registered open-end 
investment companies that are outside of the same group of investment 
companies as the acquiring investment companies, in excess of the 
limits in section 12(d)(1) of the Act.
    Applicants: Forum Funds (the ``Trust''), a Delaware statutory trust 
registered under the Act as an open-end investment company with 
multiple series; Absolute Investment Advisers LLC, a Massachusetts 
limited liability company registered as an investment adviser under the 
Investment Advisers Act of 1940 (the ``Initial Adviser,''), and 
Foreside Fund Services, LLC (the ``Distributor''), a Delaware limited 
liability company registered as a broker-dealer under the Securities 
Exchange Act of 1934 (``Exchange Act'').
    Filing Dates: The application was filed on June 17, 2019 and 
amended on July 26, 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 September 6, 2019, and should be accompanied by proof of 
service on the 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: Stacy L. Fuller, 
Esq., K&L Gates LLP, 1601 K Street NW, Washington, DC 20006; Zachary R. 
Tackett, Esq., Atlantic Fund Administration, LLC, Three Canal Plaza, 
Portland, ME 04101; and David Faherty, Esq., Absolute Investment 
Advisers LLC, 4 North Street, Suite 2, Hingham, MA 02043.

FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at 
(202) 551-6915, or Kaitlin C. Bottock, 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 website 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.

Summary of the Application

    1. Applicants request an order to permit (a) registered open-end 
management investment companies (the ``Investing Funds'') that are not 
part of the same ``group of investment companies,'' as defined in 
section 12(d)(1)(G)(ii) of the Act, as the Trust, to acquire shares in 
series of the Trust (the ``Funds'') \1\ in excess of the limits in 
section 12(d)(1)(A) of the Act \2\ and (b) the Funds, any principal 
underwriter for a Fund, and any broker or dealer registered under the 
Exchange Act (a ``Broker'') to sell shares of the Funds to the 
Investing Funds in excess of the limits of section 12(d)(1)(B) of the 
Act. Applicants also request an order under sections 6(c) and 17(b) of 
the Act to exempt applicants from section 17(a) to the extent necessary 
to permit a Fund to sell its shares to, and redeem its shares from, an 
Investing Fund.
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    \1\ Applicants request that the relief apply to: (1) Each 
registered, open-end management investment company or series thereof 
that currently or subsequently is part of the same `group of 
investment companies,' within the meaning of Section 12(d)(1)(G)(ii) 
of the Act, as the Trust and is advised by the Initial Adviser or 
its successor or any other investment adviser controlling, 
controlled by or under common control with the Initial Adviser or 
its successor (each, including the Initial Adviser, an ``Adviser'') 
(included in the term `Funds'); (2) each Investing Fund that enters 
into a Participation Agreement (as defined in the Application) with 
a Fund to purchase shares of the Fund; and (3) any principal 
underwriter to a Fund or Broker selling shares of a Fund. For 
purposes of the requested order, ``successor'' is limited to an 
entity that results from a reorganization into another jurisdiction 
or a change in the type of business organization.
    \2\ Certain of the Funds created in the future may be registered 
under the Act as open-end management investment companies and may 
have received exemptive relief to permit their shares to be listed 
and traded on a national securities exchange at negotiated prices.
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    2. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the Application. 
Such terms and conditions are designed to, among other things, help 
prevent any potential (i) undue influence over a Fund through control 
or in connection with certain services, transactions, and 
underwritings; (ii) excessive layering of fees; and (iii) overly 
complex fund structures, which are the concerns

[[Page 41761]]

underlying the limits in sections 12(d)(1)(A) and (B) of the Act.
    3. 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. 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.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2019-17557 Filed 8-14-19; 8:45 am]
 BILLING CODE 8011-01-P