Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 17a-7 -- Exemption of Certain Purchase or Sale Transactions Between an Investment Company and Certain Affiliated Persons Thereof

---

1. The transaction is a purchase or sale, for no consideration other than cash payment against prompt delivery of a security for which market quotations are readily available;
   
   
2. The transaction is effected at the independent current market price of the security. For purposes of this paragraph the "current market price" shall be:
   
   
   1. If the security is an "NMS stock" as that term is defined in 17 CFR 242.600, the last sale price with respect to such security reported in the consolidated transaction reporting system ("consolidated system") or the average of the highest current independent bid and lowest current independent offer for such security (reported pursuant to 17 CFR 242.602) if there are no reported transactions in the consolidated system that day; or
      
      
   2. If the security is not a reported security, and the principal market for such security is an exchange, then the last sale on such exchange or the average of the highest current independent bid and lowest current independent offer on such exchange if there are no reported transactions on such exchange that day; or
      
      
   3. If the security is not a reported security and is quoted in the NASDAQ System, then the average of the highest current independent bid and lowest current independent offer reported on Level 1 of NASDAQ; or
      
      
   4. For all other securities, the average of the highest current independent bid and lowest current independent offer determined on the basis of reasonable inquiry;
      
      
3. The transaction is consistent with the policy of each registered investment company and separate series of a registered investment company participating in the transaction, as recited in its registration statement and reports filed under the Act;
   
   
4. No brokerage commission, fee (except for customary transfer fees), or other remuneration is paid in connection with the transaction;
   
   
5. The board of directors of the investment company, including a majority of the directors who are not interested persons of such investment company,
   
   
   1. Adopts procedures pursuant to which such purchase or sale transactions may be effected for the company, which are reasonably designed to provide that all of the conditions of this section in paragraphs (a) through (d) have been complied with,
      
      
   2. Makes and approves such changes as the board deems necessary, and
      
      
   3. Determines no less frequently than quarterly that all such purchases or sales made during the preceding quarter were effected in compliance with such procedures;
      
      
6. The board of directors of the investment company satisfies the fund governance standards defined in Rule 0-1(a)(7).
   
   
7. The investment company:
   
   
   1. maintains and preserves permanently in an easily accessible place a written copy of the procedures (and any modifications thereto) described in paragraph (e) of this section, and
      
      
   2. maintains and preserves for a period not less than six years from the end of the fiscal year in which any transactions occurred, 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, the identity of the person on the other side of the transaction, the terms of the purchase or sale transaction, and the information or materials upon which the determinations described in paragraph (e)(3) of this section were made.
      
      

	Notice to Users: The Deskbook is made available with the understanding that the University of Cincinnati College of Law is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional person should be sought. See Terms and Conditions of Use.   © Copyright 1998-2008, University of Cincinnati, All Rights Reserved  Contact: ronald.jones@uc.edu