[Federal Register Volume 88, Number 113 (Tuesday, June 13, 2023)]
[Notices]
[Pages 38572-38576]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-12579]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-34941; File No. 812-15474]


Credit Suisse Asset Management, LLC., et al.; Notice of 
Application and Temporary Order

June 7, 2023.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Temporary order and notice of application for a permanent order 
under section 9(c) of the Investment Company Act of 1940 (``Act'').

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Summary of Application:  Applicants have applied for an order exempting 
them from section 9(a) of the Act with respect to the Injunction (as 
defined below) entered against Credit Suisse Securities (USA) LLC 
(``CSSU''), Credit Suisse First Boston Mortgage Securities Corp. 
(``CSFB''), and DLJ Mortgage Capital, Inc. (``DLJ'', and together with 
CSSU and CSFB, the ``Settling Entities'' and each a ``Settling 
Entity'') on October 24, 2022, by the Superior Court of New Jersey 
(``New Jersey Court''), in connection with a consent order between the 
Settling Entities and the Acting Attorney General of New Jersey, on 
behalf of the Acting Chief of the New Jersey Bureau of Securities 
(``Bureau'') until the Commission takes final action on an application 
for a time-limited order exempting them from section 9(a) of the Act 
(``Time-Limited Exemption''). Upon the expiration of the Time-Limited 
Exemption, Applicants will be disqualified from engaging in Fund 
Servicing Activities (defined below). Applicants, on behalf of UBS 
Covered Persons (defined below), also have applied for a temporary 
exemption from section 9(a) of the Act until the Commission takes final 
action on an application for a permanent order exempting them from 
section 9(a) of the Act (the ``Permanent Order''). The temporary order 
is set forth herein (the ``Temporary Order'' and, together with the 
Time-Limited Exemption and the Permanent Order, the ``Orders'').

Applicants:  Credit Suisse Securities (USA) LLC (``CSSU''), Credit 
Suisse First Boston Mortgage Securities Corp. (``CSFB''), DLJ Mortgage 
Capital, Inc. (``DLJ''), Credit Suisse Asset Management, LLC 
(``CSAM''), Credit Suisse Asset Management Limited (``CSAML'') and 
Credit Suisse AG (``CSAG'').\1\
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    \1\ CSAG is a party to the application solely for purposes of 
making the representations and agreeing to the conditions in the 
application that apply to it. For such purpose, it is included in 
the term ``Applicants'' solely with respect to such representations 
and conditions.

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[[Page 38573]]


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Filing Date:  The application was filed on June 7, 2023.

Hearing or Notification of Hearing:  The Temporary Order will be 
effective until such time as the Commission takes final action on the 
application (or, in the case of the Time-Limited Exemption, until it 
expires by its terms, if sooner) by issuing an order granting the 
requested relief, unless the Commission orders a hearing. Interested 
persons may request a hearing on any application by emailing the 
Commission's Secretary at [email protected] and serving the 
Applicants with a copy of the request by email, if an email address is 
listed for the relevant Applicant below, or personally or by mail, if a 
physical address is listed for the relevant Applicant below. Hearing 
requests should be received by the Commission by 5:30 p.m. on July 3, 
2023, 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 emailing the Commission's Secretary.

ADDRESSES: The Commission: [email protected]. Applicants: Neal 
Heble and Lou Anne McInnis, Credit Suisse Asset Management, LLC, Eleven 
Madison Avenue, New York, NY 10010; Barry P. Barbash, Justin L. 
Browder, and Bissie K. Bonner, Willkie Farr & Gallagher LLP, 787 
Seventh Avenue, New York, NY 10019.

FOR FURTHER INFORMATION CONTACT: Toyin Momoh, Senior Counsel, or Trace 
W. Rakestraw, Senior Special Counsel, at (202) 551-6825 (Division of 
Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a temporary order and a 
summary of the application. For Applicants' representations, legal 
analysis, and conditions, please refer to the application, dated June 
7, 2023, which may be obtained via the Commission's website by 
searching for the file number at the top of this document, or for an 
Applicant using the Company name search field, on the SEC's EDGAR 
system. The SEC's EDGAR system may be searched at https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You may also call the 
SEC's Office of Investor Education and Advocacy at (202) 551-8090.

Applicants' Representations

    1. DLJ, a corporation organized under the laws of Delaware, is 
licensed as a mortgage seller/servicer by the U.S. Department of 
Housing and Urban Development and Fannie Mae. DLJ is an indirect 
wholly-owned subsidiary of CSAG (defined below). Its principal activity 
is buying, selling and servicing residential mortgage whole loans.
    2. CSFB, a limited liability company organized under the laws of 
Delaware, was created to form trusts to issue and sell collateralized 
mortgage obligations and pass-through certificates collateralized by 
Government National Mortgage Association, Federal National Mortgage 
Association, Federal Home Loan Mortgage Association and conventional 
residential mortgage whole loans. CSFB is an indirect wholly-owned 
subsidiary of CSAG (defined below).
    3. CSAM, a limited liability company formed under Delaware law, is 
registered as an investment adviser under the Investment Advisers Act 
of 1940 (the ``Advisers Act''). CSAM serves as investment adviser 
(either as primary investment adviser or as investment sub-adviser) to 
each Fund \2\ listed in Part 1 of Appendix A of the application.
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    \2\ The term ``Fund'' as used herein refers to any investment 
company that is registered under the Act (``RIC''), employees' 
securities companies (``ESC''), or investment company that has 
elected to be treated as a business development company under the 
Act (``BDC''), for which a Fund Servicing Applicant currently 
provides Fund Servicing Activities, or for which a UBS Covered 
Person, subject to the terms and conditions of the Orders, may in 
the future provide Fund Servicing Activities.
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    4. CSAML, a corporation formed under the laws of the United 
Kingdom, is registered as an investment adviser under the Advisers Act. 
CSAML serves as investment sub-adviser to the Fund listed in Part 2 of 
Appendix A of the application.
    5. CSSU, a limited liability company formed under Delaware law, is 
registered as a broker-dealer under the Securities Exchange Act of 
1934, as amended (the ``Exchange Act''), and as an investment adviser 
under the Advisers Act. CSSU serves as principal underwriter to each 
Open-End Fund listed in Part 3 of Appendix A of the application.
    6. Each of the above Applicants is either a direct or indirect 
wholly owned subsidiary of CSAG (CSAG, together with its wholly-owned 
subsidiaries and affiliated entities, ``Credit Suisse''). CSAG is a 
wholly owned subsidiary, and the principal operating subsidiary, of 
Credit Suisse Group AG (``CS Group''), which operates as a holding 
company. Credit Suisse Holdings (USA), Inc. (``CS Holdings USA'') is a 
wholly owned subsidiary of CSAG, and serves as the holding company for 
Credit Suisse's U.S. entities, including Applicants. Both CS Group and 
CSAG are corporations organized under the laws of Switzerland. Upon the 
Transaction (as defined below), CS Group will merge with and into UBS 
Group AG (``UBS'') resulting in UBS remaining as the surviving company. 
Upon the Merger, UBS Covered Persons will become Affiliated Persons (as 
defined below) of the Settling Entities.
    7. Currently, CSAM, CSAML and CSSU (together, the ``Fund Servicing 
Applicants''), collectively serve as investment adviser or investment 
sub-adviser to RICs or series of such companies and ESCs and as 
principal underwriter to open-end management investment companies 
registered under the Act (``Open-End Funds'') (such activities, 
collectively, ``Fund Servicing Activities'').\3\ CSSU is a Settling 
Entity, and CSAM and CSAML are Affiliated Persons of the Settling 
Entities.
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    \3\ Other than the Fund Servicing Applicants, no existing 
company of which the Settling Entities are an ``affiliated person'' 
within the meaning of Section 2(a)(3) of the Act currently serves as 
an investment adviser or depositor of any RIC, ESC or BDC, or as 
principal underwriter for any Open-End Fund, registered unit 
investment trust (``UIT''), or registered face-amount certificate 
company (``FACC''). Section 2(a)(3) of the Act defines ``affiliated 
person'' to include, among others, any person directly or indirectly 
controlling, controlled by, or under common control with, the other 
person (``Affiliated Person''). The term ``Fund Servicing 
Activities,'' as it relates to the UBS Covered Persons (defined 
below), refers to each of the capacities identified in Section 9(a) 
of the Act in which a UBS Covered Person currently serves or may 
serve in the future.
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    8. Applicants request that any relief granted by the Commission 
pursuant to the application also apply to ``UBS Covered Persons'' which 
means: (i) any existing company of which an Applicant becomes an 
Affiliated Person upon the closing of the transactions (collectively, 
the ``Transaction'') contemplated under the merger agreement entered 
into by and among CS Group and UBS, dated as of March 19, 2023 (the 
``Merger Agreement'') (but excluding any company, any Affiliated Person 
of which is an Applicant as of the date of the application); and (ii) 
any company of which an Applicant becomes an Affiliated Person 
following the closing of the Transaction (but excluding any company, 
any Affiliated Person of which is an Applicant as of the date of the 
application).\4\
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    \4\ The term ``CS Covered Persons'' refers collectively to 
Applicants and their Affiliated Persons as of the date of the 
application (with the exception of CS Group). CSAG and CS Group do 
not and will not serve as investment adviser, depositor or principal 
underwriter to any RIC, ESC or BDC. UBS Covered Persons may, if the 
Order is granted, in the future act in any of the capacities 
contemplated by section 9(a) of the Act. Any existing or future 
entities that may rely on the Orders in the future will comply with 
the terms and conditions of the application.

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[[Page 38574]]

    9. On December 17, 2013, the Bureau filed a complaint in the New 
Jersey Court in the action captioned Ruotolo v. Credit Suisse 
Securities (USA) LLC, et al., Docket No. MER-C-137-13 (N.J. Sup. Ct.) 
alleging that CSSU, FBMSC and DLJ violated the New Jersey Uniform 
Securities Law (``New Jersey Securities Law'') in connection with the 
offer, sale, or purchase of residential mortgage-backed securities 
(``RMBS'') prior to the global financial crisis of 2008.
    10. On October 24, 2022, the New Jersey Court entered the Consent 
Order and Final Judgment (``Consent Judgment''), negotiated and 
submitted by the parties, which, in relevant part, ordered that, under 
N.J.S.A. 49:3-69, the Settling Entities ``shall not violate'' the New 
Jersey Securities Law (the ``Injunction''). On the following day, the 
Bureau entered a related Administrative Consent Order (``ACO'') which 
includes findings of fact by the Bureau, to which the Settling Entities 
neither admitted nor denied.

Applicants' Legal Analysis

    1. Section 9(a)(2) of the Act provides, in pertinent part, that a 
person may not serve or act as, among other things, an investment 
adviser or depositor of any registered investment company or as 
principal underwriter for any registered open-end investment company, 
UIT, or FACC, if such person ``. . . by reason of any misconduct, is 
permanently or temporarily enjoined by order, judgment, or decree of 
any court of competent jurisdiction from acting as an underwriter, 
broker, dealer, investment adviser, municipal securities dealer, 
government securities broker, government securities dealer, bank, 
transfer agent, credit rating agency or entity or person required to be 
registered under the Commodity Exchange Act, or as an affiliated 
person, salesman, or employee of any investment company, bank, 
insurance company, or entity or person required to be registered under 
the Commodity Exchange Act, or from engaging in or continuing any 
conduct or practice in connection with any such activity or in 
connection with the purchase or sale of any security.'' Section 9(a)(3) 
of the Act makes the prohibitions of section 9(a)(2) applicable to a 
company, any Affiliated Person of which has been disqualified under the 
provisions of section 9(a)(2). Applicants and, upon closing of the 
Transaction, UBS Covered Persons would be precluded pursuant to 
Sections 9(a)(2) and 9(a)(3) of the Act from acting in the capacities 
specified in Section 9(a).
    2. Section 9(c) of the Act provides that: ``[t]he Commission shall 
by order grant [an] application [for relief from the prohibitions of 
subsection 9(a)], either unconditionally or on an appropriate temporary 
or other conditional basis, if it is established [i] that the 
prohibitions of subsection 9(a), as applied to such person, are unduly 
or disproportionately severe or [ii] that the conduct of such person 
has been such as not to make it against the public interest or the 
protection of investors to grant such application.'' Applicants have 
filed an application pursuant to section 9(c) seeking a Temporary 
Order, a Time-Limited Exemption (with respect to Applicants) and a 
Permanent Order (with respect to UBS Covered Persons) exempting them 
from the disqualification provisions of section 9(a) of the Act.
    3. Applicants believe they meet the standards for exemption 
specified in section 9(c) for the Time-Limited Exemption. Applicants 
argue that the Time-Limited Exemption is necessary to complete the 
transition of Fund Servicing Activities to other service providers and/
or to restructure their businesses so they may provide Fund Servicing 
Activities without being subject to a section 9(a) disqualification 
(``CS Fund Servicing Restructuring'').
    4. Applicants assert that, absent the Time-Limited Exemption, the 
prohibitions of Section 9(a) would be unduly or disproportionately 
severe, and that the Conduct did not constitute conduct that would make 
it against the protection of investors or the public interest to grant 
the Time-Limited Exemption. Applicants point out that a continuing 
Disqualification would deprive the Funds they serve of the advisory or 
sub-advisory and underwriting services that shareholders expected the 
Funds would receive when they decided to invest in the Funds. 
Applicants also assert that the effects of a Disqualification prior to 
CS Fund Servicing Restructuring could operate to the financial 
detriment of the Funds and their shareholders, including by causing the 
Funds to spend time and resources to engage substitute advisers, 
subadvisers, and principal underwriters, which would be an unduly and 
disproportionately severe consequence given that it would result from 
Conduct which occurred over 15 years ago, and was unrelated to any 
Funds or to any Fund Servicing Activities provided by Fund Servicing 
Applicants, which occurred within a distinctly separate and currently 
inactive business operation of Credit Suisse.
    5. Applicants assert that if the Fund Servicing Applicants were not 
granted the Time-Limited Exemption, the effect on their businesses and 
employees would be severe. Applicants state that the Fund Servicing 
Applicants have committed substantial capital and other resources to 
establishing expertise in advising and sub-advising Funds with a view 
to continuing and expanding this business. Similarly, Applicants 
represent that if CSSU were unable to obtain the Time-Limited Exemption 
they have requested, the effect on its current business and employees 
would be significant. CSSU has committed substantial resources to 
establish expertise in underwriting the securities of the Funds that 
are Open-End Funds and to establish distribution arrangements for Open-
End Fund shares. Applicants further state that prohibiting the Fund 
Servicing Applicants from engaging in Fund Servicing Activities prior 
to the CS Fund Servicing Restructuring would not only adversely affect 
their business, but would also adversely affect their employees who are 
involved in these activities.
    6. In support of their application, Applicants assert that the 
Conduct did not involve any Fund Servicing Applicants in their 
performance of the Fund Servicing Activities.\5\ Instead, the 
Applicants state that the CSSU personnel involved in the Conduct were 
not associated or involved in any way with the business unit providing 
underwriting and distribution services to the Funds.
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    \5\ FBMSC and DLJ each does not and will not serve in any of the 
capacities described in Section 9(a) of the Act, and CSSU's Fund 
Servicing Activities will continue to be separate, during the 12 
months from the date of the closing of the Transaction, from its 
other internal business units.
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    7. Applicants represent that: (i) none of the current or former 
directors, officers or employees of Applicants (other than certain 
current and former personnel of the Settling Entities who were not and 
are not involved in Fund Servicing Activities) had any involvement in 
the Conduct; (ii) no current or former director, officer, or employee 
of the Settling Entities or any CS Covered Person who previously has 
been or who subsequently may be identified by the Settling Entities or 
any U.S. or non-U.S. regulatory or enforcement agencies as having been 
responsible for the Conduct will be an

[[Page 38575]]

officer, director, or employee of any Applicant, CSAG, and of any UBS 
Covered Person (except that any employees of CSSU involved in the 
Conduct may continue to be employed by CSSU prior to and following the 
closing of the Transaction but will not be allowed to participate in 
any Fund Servicing Activity of any Applicant); (iii) such directors, 
officers, and employees and any other persons who otherwise were 
involved in the Conduct have had no, and will not have any future, 
involvement in Applicants', CSAG or UBS Covered Persons' activities in 
any capacity described in Section 9(a) of the Act; and (iv) because the 
directors, officers and employees of Applicants (other than certain 
current and former personnel of the Settling Entities who were not 
involved in any Fund Servicing Activities) did not engage in the 
Conduct, shareholders of the Funds were not affected any differently 
than if those Funds had received services from any other non-affiliated 
investment adviser or principal underwriter.\6\
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    \6\ Applicants state that this representation with respect to 
the UBS Covered Persons is made based on the actual knowledge of UBS 
as of the date of the application. Within 180 days from the issuance 
of the Orders, UBS will conduct a review reasonably designed to 
ensure the accuracy of this representation with respect to the UBS 
Covered Persons.
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    8. In addition, each Settling Entity will comply in all material 
respects with the material terms and conditions of the Consent Judgment 
and ACO as such terms and conditions are applicable to it. In addition, 
Applicants will provide written notification to the Chief Counsel of 
the Commission's Division of Investment Management with a copy to the 
Chief Counsel of the Commission's Division of Enforcement of a material 
violation of the terms and conditions of the Orders, Consent Judgment 
and ACO within 30 days of discovery of the material violation.
    9. Applicants further state that Credit Suisse has undertaken 
certain other remedial measures, as described in greater detail in the 
application. These include three types of remedial measures: (i) 
selling a significant portion of its business engaged in sponsoring and 
underwriting RMBS to an entity that is not an Affiliated Person of 
Applicants or the CS Covered Persons; (ii) implementing a number of 
enhancements to the mortgage securitization process to incorporate 
stronger business practices; and (iii) industry-wide reforms designed 
to address the Conduct.
    10. Applicants represent that Credit Suisse has developed enhanced 
policies and procedures for considering potential collateral 
consequences associated with the settlement of matters involving 
regulators and law enforcement authorities. This process requires the 
engagement of outside counsel to complete a collateral consequences 
analysis in advance of all anticipated settlements with regulators and 
law enforcement authorities, regardless of the form of resolution, to 
ensure that any potential disqualifications are promptly identified and 
proactively addressed.
    11. Applicants represent that upon closing of the Transaction, 
section 9(a)(3) of the Act would make it unlawful for the UBS Covered 
Persons to conduct Fund Servicing Activities. Applicants argue that 
such an outcome would force UBS to incur significant damage to its 
existing business as a result of completing the merger, all based on 
conduct that was outside of UBS' control, that UBS entities and 
employees were not involved in, and long pre-dated the Transaction. 
Applicants assert that the prohibitions of section 9(a), as applied to 
UBS Covered Persons, are unduly or disproportionately severe.
    12. Applicants also have agreed that Applicants, CSAG and UBS 
Covered Persons (in the case of UBS Covered Persons, in respect of Fund 
Servicing Activities) will not employ any person that has been or 
subsequently may be identified by the Settling Entities or any U.S. or 
non-U.S. regulatory or enforcement agencies as having been responsible 
for the Conduct in any capacity without first making a further 
application to the Commission pursuant to Section 9(c).\7\
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    \7\ Applicants represent that any employees of CSSU involved in 
the Conduct may continue to be employed by CSSU prior to and 
following the closing of the Transaction but will not be allowed to 
participate in any Fund Servicing Activity of any Applicant.
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    13. Further, Applicants have agreed that each of the CS Covered 
Persons and UBS Covered Persons will adopt and implement policies and 
procedures reasonably designed to ensure that it will comply with the 
terms and conditions of the Orders granted under section 9(c).
    14. As a result of the foregoing, the Applicants submit that absent 
relief, the prohibitions of section 9(a) as applied to the UBS Covered 
Persons would be unduly or disproportionately severe, and that the 
Conduct did not constitute conduct that would make it against the 
public interest or protection of investors to grant the exemption to 
the UBS Covered Persons.
    15. Certain of the Applicants and their affiliates have previously 
applied for exemptive orders under section 9(c) of the Act, as 
described in greater detail in the application.

Applicants' Conditions

    Applicants agree that any order granted by the Commission pursuant 
to the application will be subject to the following conditions:
    1. Any Order, if granted, shall only become effective upon the 
closing of the Transaction.
    2. Any temporary exemption granted pursuant to the application will 
be without prejudice to, and will not limit the Commission's rights in 
any manner with respect to, any Commission investigation of, or 
administrative proceedings involving or against, CS Covered Persons or 
UBS Covered Persons, including, without limitation, the consideration 
by the Commission of a permanent exemption from Section 9(a) of the Act 
requested pursuant to the application or the revocation or removal of 
any temporary exemptions granted under the Act in connection with the 
application.
    3. Applicants, CSAG and UBS Covered Persons (in the case of UBS 
Covered Persons, in respect of Fund Servicing Activities) will not 
employ any person that has been or subsequently may be identified by 
the Settling Entities or any U.S. or non-U.S. regulatory or enforcement 
agencies as having been responsible for the Conduct in any capacity 
without first making a further application to the Commission pursuant 
to Section 9(c), except that any employees of CSSU involved in the 
Conduct may continue to be employed by CSSU prior to and following the 
closing of the Transaction but will not be allowed to participate in 
any Fund Servicing Activity of any Applicant.
    4. Each of the CS Covered Persons and UBS Covered Persons will 
adopt and implement policies and procedures reasonably designed to 
ensure that it will comply with the terms and conditions of the Orders 
applicable to it within 60 days of the date of the Permanent Order.
    5. Each Settling Entity will comply in all material respects with 
the material terms and conditions of the Consent Judgment and the ACO 
as such terms and conditions are applicable to it.
    6. Applicants will provide written notification to the Chief 
Counsel of the Commission's Division of Investment Management with a 
copy to the Chief Counsel of the Commission's Division of Enforcement 
of a material violation of the terms and conditions of the Orders, 
Consent Judgment, and ACO within 30

[[Page 38576]]

days of discovery of the material violation.
    7. The Time-Limited Exemption will remain in place for 12 months 
from the date of the closing of the Transaction.
    8. Within 30 days of the expiration of the Time-Limited Exemption, 
Applicants will submit a report, signed by the chief executive officer 
of CS Holdings USA, to the Chief Counsel of the Commission's Division 
of Investment Management, describing (i) the findings of the internal 
compliance review concerning the process for assessing collateral 
consequences described in Section IV.G of the application and any steps 
taken to address areas for improvement identified in those findings and 
(ii) the steps that the Fund Servicing Applicants have taken since the 
date of the Time-Limited Exemption to foster a culture of compliance, 
as further described in Section IV.G of the application.
    9. As a condition of the Temporary Order, Applicants will hold in a 
segregated account, amounts equal to all fees payable by the Funds to 
the Fund Servicing Applicants for the period from October 24, 2022 
through the date upon which the Commission grants the Temporary Order. 
Amounts placed in the segregated account will be released from the 
account after the Commission has acted on the application for the 
Permanent Order.

Temporary Order

    The Commission has considered the matter and finds that Applicants 
have made the necessary showing to justify granting a temporary 
exemption.
    Accordingly,
    It is hereby ordered, pursuant to section 9(c) of the Act, that the 
Applicants and UBS Covered Persons are granted a temporary exemption 
from the provisions of section 9(a), effective as of the date of the 
closing of the Transaction, solely with respect to the Injunction, 
subject to the representations and conditions in the application, until 
the Commission takes final action on their application (or, in the case 
of the Time-Limited Exemption, until it expires by its terms, if 
sooner).

    By the Commission.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-12579 Filed 6-12-23; 8:45 am]
BILLING CODE 8011-01-P