Notice2026-01691
WisdomTree Digital Trust, WisdomTree Securities, Inc., WisdomTree Digital Management, Inc., and WisdomTree Transfers, Inc.; Notice of Application
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
January 28, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 18 (Wednesday, January 28, 2026)</title>
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[Federal Register Volume 91, Number 18 (Wednesday, January 28, 2026)]
[Notices]
[Pages 3757-3761]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-01691]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 35912; 812-15788]
WisdomTree Digital Trust, WisdomTree Securities, Inc., WisdomTree
Digital Management, Inc., and WisdomTree Transfers, Inc.; Notice of
Application
January 26, 2026.
AGENCY: Securities and Exchange Commission (the ``Commission'').
ACTION: Notice.
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Notice of an application under: (i) section 6(c) of the Investment
Company Act of 1940 (the ``Investment Company Act'') for an exemption
from section 22(d) and rule 22c-1 under the Investment Company Act; and
(ii) section 17(d) of the Investment Company Act and rule 17d-1 under
the Investment Company Act for an order permitting certain joint
arrangements.
SUMMARY OF APPLICATION: Applicants request an order that would permit
a broker-dealer to purchase and sell to individual and institutional
investors, on a principal basis, shares of a government money market
fund subject to rule 2a-7 under the Investment Company Act (a ``MMF'')
that seeks to maintain a stable net asset value (``NAV'') per share at
a price of $1.00 per share, plus or minus dealer compensation.
Applicants also request an order pursuant to section 17(d) of the
Investment Company Act and rule 17d-1 under the Investment Company Act
authorizing affiliated dealers to enter into an arrangement with an MMF
to trade the MMF's shares as described above.
APPLICANTS: WisdomTree Digital Trust (the ``Applicant Trust''),
WisdomTree Securities Inc. (the ``Affiliated Dealer''), WisdomTree
Digital Management, Inc. (the ``Adviser''), and WisdomTree Transfers,
Inc. (the ``Affiliated Transfer Agent'' and, collectively with the
Trust, the Affiliated Dealer, and the Adviser, ``Applicants'').
FILING DATES: The application was filed on May 8, 2025 and amended on
January 16, 2026.
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 on any application by emailing
the Commission's Secretary at <a href="/cdn-cgi/l/email-protection#fcaf999f8e99889d8e858fd1b39a9a959f99bc8f999fd29b938a"><span class="__cf_email__" data-cfemail="386b5d5b4a5d4c594a414b15775e5e515b5d784b5d5b165f574e">[email protected]</span></a> and serving
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 February
20, 2026, 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 Investment Company 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
at <a href="/cdn-cgi/l/email-protection#0556606677607164777c76284a63636c6660457660662b626a73"><span class="__cf_email__" data-cfemail="0b586e68796e7f6a79727826446d6d62686e4b786e68256c647d">[email protected]</span></a>.
ADDRESSES: The Commission: <a href="/cdn-cgi/l/email-protection#70231513021504110209035d3f1616191315300315135e171f06"><span class="__cf_email__" data-cfemail="5e0d3b3d2c3b2a3f2c272d73113838373d3b1e2d3b3d70393128">[email protected]</span></a>. Applicants: Ryan
M. Louvar, WisdomTree Digital Trust and WisdomTree Securities Inc., 250
West 34th Street, 3rd Floor New
[[Page 3758]]
York, New York 10119; Todd P. Zerega, Morgan, Lewis & Bockius LLP,
<a href="/cdn-cgi/l/email-protection#88fce7ececa6f2edfaedefe9c8e5e7faefe9e6e4edffe1fba6ebe7e5"><span class="__cf_email__" data-cfemail="90e4fff4f4beeaf5e2f5f7f1d0fdffe2f7f1fefcf5e7f9e3bef3fffd">[email protected]</span></a>.
FOR FURTHER INFORMATION CONTACT: Christopher D. Carlson, Senior
Counsel, Thomas Ahmadifar, Branch Chief, or Daniele Marchesani,
Assistant Chief Counsel, at (202) 551-6825 (Division of Investment
Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: For Applicants' representations, legal
analysis, and conditions, please refer to Applicants' amended
application, dated January 16, 2026, 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
<a href="https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html">https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html</a>. You
may also call the SEC's Office of Investor Education and Advocacy at
(202) 551-8090.
Applicants' Representations
Applicants
1. The Trust is organized as a Delaware statutory trust and
registered under the Investment Company Act as an open-end management
investment company. The Trust offers shares of multiple series, each
with its own distinct investment objectives, policies, and
restrictions.
2. WisdomTree Government Money Market Digital Fund (the ``Applicant
Fund''), a series of the Trust, is a MMF with an investment objective
to seek to provide investors with a high level of current income
consistent with preservation of capital and liquidity and the
maintenance of a stable NAV. The NAV of the Applicant Fund's shares is
calculated each day the New York Stock Exchange (the ``NYSE'') is open
for trading at the close of regular trading on such exchange, generally
4:00 p.m. (Eastern Time), except when certain holidays are observed.
The Applicant Fund uses the amortized cost method to value its
portfolio securities and seeks to maintain a stable NAV of $1.00 per
share. The amortized cost method involves valuing a security at its
cost and amortizing any discount or premium over the period until
maturity, regardless of the impact of fluctuating interest rates or the
market value of the security. In addition, as required under rule 2a-7,
the Applicant Fund calculates a market-based (or so-called ``shadow'')
NAV per share on each day the NYSE is open for trading for purposes of
confirming that its NAV continues to approximate fair value. Neither
the Applicant Fund nor any other Covered Funds (defined below) will
charge a sales load or rule 12b-1 fee on any of their shares that will
be available for investors to purchase from or sell to a Covered Dealer
(defined below).
3. The Affiliated Dealer is a broker-dealer registered under the
Securities Exchange Act of 1934 (the ``Exchange Act'') and is a member
of the Financial Industry Regulatory Authority, Inc. (``FINRA'').\1\
The Affiliated Dealer is an affiliated person of the Applicant Fund
under the Investment Company Act.
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\1\ Applicants request that the following entities that would
comply with any representations and conditions in the application
that apply to the Affiliated Dealer be permitted to rely on the
relief in the future: any entity registered as a broker-dealer with
the Commission that has entered into a dealer agreement with the
Trust or the Trust's distributor that is an ``affiliated person''
(as such term is defined in section 2(a)(3) of the Act) of the
Adviser or any affiliated person of such a person.
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4. The Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 and serves as the investment adviser to
the Applicant Fund.\2\
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\2\ Applicants request that any of the following entities that
is a registered investment adviser with the Commission be permitted
to rely on the relief in the future that would comply with any
representations and conditions in the application that apply to the
Adviser: (i) the Adviser's successors, and (ii) any entity
controlling, controlled by, or under common control with, the
Adviser or its successors. For the purposes of the requested order,
``successor'' is limited to an entity resulting from a
reorganization into another jurisdiction or a change in the type of
business organization.
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5. The Affiliated Transfer Agent is a transfer agent registered
with the Commission and serves as the Applicant Fund's transfer agent.
6. Applicants request an order exempting them from section 22(d) of
the Investment Company Act and rule 22c-1 under the Investment Company
Act to permit the Affiliated Dealer and any other entity registered as
a broker-dealer with the Commission that has entered into a dealer
agreement with a Covered Fund (defined below) or the Covered Fund's
distributor (each, a ``Covered Dealer'') to purchase and sell shares of
a Covered Fund on a principal basis from and to individual and
institutional investors at a price of $1.00 per share (plus or minus
dealer compensation), rather than at the Covered Fund's next-calculated
net asset value (``NAV'') per share (the ``Pricing Relief''). The
Pricing Relief would not apply to transactions directly or indirectly
between a Covered Dealer and a Covered Fund. Applicants also request an
order pursuant to section 17(d) of the Investment Company Act and rule
17d-1 thereunder authorizing the Affiliated Dealer to enter into an
arrangement with a Covered Fund to trade a Covered Fund's Shares in
reliance on the Pricing Relief (the ``Rule 17d-1 Relief'' and,
collectively with the Pricing Relief, the ``Relief'').
7. The Applicants request that the Relief apply with respect to any
series of the Applicant Trust or any other registered open-end
management investment company or series thereof (i) that is a
government MMF and seeks to maintain a stable NAV of $1.00 per share by
using the amortized cost or penny rounding method of valuation and (ii)
for which the Adviser (or the Adviser's successors or any entity
controlling, controlled by, or under common control with the Adviser or
its successors) \3\ serves as investment adviser (referred to
collectively herein as ``Covered Funds''). Any entity relying on this
Relief will do so in compliance with the terms and conditions of the
Application. Applicants represent that each entity presently intending
to rely on the requested Relief is listed as an Applicant.
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\3\ See footnote 2, above.
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Applicants' Proposal
8. Shares of the Applicant Fund are available for purchase by
individual and institutional investors. Individual investors may invest
in the Applicant Fund by setting up an account through WisdomTree Prime
(the ``App''), a mobile application made available through certain app
stores such as the Apple App Store and Google Play. Institutional
investors may invest in the Applicant Fund through WisdomTree Connect
(the ``Portal''). The Portal may be accessed by institutional investors
through a web-based portal or an application programming interface.
9. A Covered Fund is expected to use blockchain technology to
maintain a record of its shares and permit peer-to-peer transfers of
its shares between permissioned investors, which is described in its
prospectus.\4\ Investors that have been registered with the Affiliated
Transfer Agent can elect, in their sole discretion, to submit purchase
and sale or redemption orders to either a Covered Dealer \5\ (in the
case of
[[Page 3759]]
purchases or sales) or a Covered Fund (in the case of purchases and
redemptions). If such an order is submitted to a Covered Dealer, and
the Covered Dealer accepts the order, the Covered Dealer will sell out
of its own inventory of shares, with respect to a purchase request, or
buy, with respect to a sale request, shares of a Covered Fund to or
from the requesting investor on a principal basis.
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\4\ Applicants are not seeking exemptive relief with respect to
whether or how blockchain technology is used by a Fund to maintain a
record of its shareholders.
\5\ It is anticipated that Covered Dealers (in addition to the
Affiliated Dealer) may utilize the relief granted pursuant to the
order requested hereunder to transact in shares of a Covered Fund.
The participation of multiple Covered Dealers could provide benefits
to investors such as the broadening of a Covered Fund's investor
base and distribution channels, and increased liquidity options for
investors. Prior to the addition of any Covered Dealer, the Covered
Fund's registration statement would be supplemented to account for
the Covered Fund being available for transactions on multiple
platforms.
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10. As discussed in the Application, a Covered Dealer will have
sole discretion as whether to accept a request for a purchase or sale
order from an investor, but will use such discretion equally and in a
non-discriminatory manner to all investors. If a Covered Dealer rejects
a request for a purchase or sale of shares of a Covered Fund, it will
promptly inform the investor and provide appropriate instructions for
the investor on how to correct and resubmit the request or instruct
them to place an order directly with a Covered Fund. Additionally, if
the deviation of the market-based (or shadow) NAV is 0.25% or greater
from a Covered Fund's amortized cost NAV of $1.00 per share, either:
(i) the option to transact with such Covered Dealer would be
temporarily suspended, effective upon a Covered Fund's filing of Form
N-CR with respect to such deviation, until the deviation has been
remedied, and investors would be required to transact directly with a
Covered Fund; or (ii) the Covered Dealer would process any transactions
at a Covered Fund's next calculated NAV in accordance with section
22(d) of and rule 22c-1 under the Investment Company Act.\6\ If a
Covered Dealer were to temporarily suspend trades with investors for
any reason, an announcement would be made in a manner that seeks to
ensure that all investors, whether institutional or retail,
contemporaneously have access to such information.
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\6\ For the avoidance of doubt, as is the case with other
representations or conditions that apply to Dealers, the
representation regarding suspension of trading in a Covered Fund's
shares in reliance on the Relief applies to both Affiliated Dealers
and Additional Dealers.
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11. All transactions in a Covered Fund's shares between an investor
and a Covered Dealer will be priced at $1.00, but a Covered Dealer may
receive dealer compensation as agreed upon by the Covered Dealer and
investor. Applicants represent that such dealer compensation will be
fair and reasonable and will be fully disclosed to the investor prior
to the transaction with the Covered Dealer. Any transaction-based
compensation will be itemized and included in the applicable
transaction confirmations along with any information that may be
required in such confirmations pursuant to Rule 10b-10 under the
Exchange Act. No Covered Fund will be involved in determining which
situations such transaction-based compensation will be required or what
the level will be and will not receive any part of it.
12. Applicants anticipate that the ability of investors to purchase
or sell shares of a Covered Fund with a Covered Dealer will provide
meaningful benefits, including faster settlement, continuous access to
liquidity, and greater operational flexibility. Specifically:
<bullet> Faster Transaction Settlement: Upon receipt of
consideration from the investor, it is anticipated that a Covered
Dealer will generally be able to deliver the corresponding Covered Fund
shares to the investor within minutes.
<bullet> No Conversion Delay: A Covered Dealer may offer a
conversion service to exchange an investor's stablecoins to U.S.
dollars, which are in turn invested in a Covered Fund. Where the
investor provides consideration to the Covered Dealer in stablecoins
using a conversion service offered by such Covered Dealer, it is
anticipated that such Covered Dealer will not need to wait to convert
the stablecoins to U.S. dollars before settling the transaction with
the investor. Instead, the Covered Dealer will proceed with share
delivery as soon as feasible after confirming receipt of the
stablecoins (i.e., within approximately one minute). The stablecoin to
U.S. dollar conversion will be handled separately by the Covered Dealer
as part of the maintenance of its own balance sheet and, therefore,
will not delay investor settlement. This contrasts with the current
process involving direct purchases and redemptions with a Covered Fund,
where the investor engages with either a third party or an affiliate of
the Adviser for stablecoin to U.S. dollar conversions, which, depending
on the stablecoin, could take significantly longer (i.e., hours) to
complete.
<bullet> 24/7 Availability: Investors may benefit from the ability
to transact at any time, including outside of traditional market hours.
This is particularly advantageous for institutional investors or those
managing liquidity across global time zones.
<bullet> Access to Regulated Liquidity: Investors can receive near
immediate exposure to a registered money market fund with operational
workflows that offer enhanced convenience compared to traditional
mutual fund platforms, which generally involve end-of-day NAV timing
and can involve multi-day settlement.
13. Applicants maintain that these features support a more
flexible, investor-friendly experience, particularly when compared to
traditional mutual fund channels that may involve end-of-day NAV
pricing, delayed confirmations, and/or longer operational settlement
windows.
14. Within the Portal or App, an investor will have the ability to
elect to transact with a Covered Dealer or directly with a Covered
Fund. Applicants will take such steps as may be necessary to clarify
for investors that shares being purchased or sold in connection with a
Covered Dealer's principal transaction service are being purchased or
sold from a Covered Dealer and are not being purchased or redeemed from
a Covered Fund.\7\ Disclosure in a Covered Fund's prospectus and
through App display features will be provided to inform investors prior
to submitting an order to a Covered Dealer: (i) of their right to
purchase and redeem shares from a Covered Fund directly without paying
dealer compensation; (ii) that they may pay dealer compensation when
they purchase and sell shares with the Covered Dealer; (iii) that the
Covered Dealer reserves the right to reject purchases or sales of
shares in its sole discretion; and (iv) that depending on when
dividends are declared and paid by a Covered Fund, an investor may not
receive a dividend payment on the date it purchases shares from or
sells shares to the Covered Dealer and the dividend will be paid to the
Covered Dealer or a former shareholder that sold its shares to the
Covered Dealer. Prior to when an investor indicates an intent to enter
into a transaction, the dealer compensation will be fully disclosed to
the investor and will be itemized on the transaction confirmation.
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\7\ It is expected that Covered Dealers other than the
Affiliated Dealer would have their own respective platforms with
their own customer base and that such platforms would contain
similar disclosure and display features as contemplated herein to
inform investors that the investors have the ability to elect to
transact with the Covered Dealer or directly with the Fund prior to
entering into an order with the Covered Dealer. The Affiliated
Dealer will provide disclosure on the App and Portal that other
Covered Dealers may provide transaction services at a lower cost or
dealer compensation than the Affiliated Dealer. It is possible that
the App or Portal could evolve to offer trading with Covered Dealers
and, in such a case, the App or Portal would contain additional
disclosure and display features to inform investors of their option
to transact directly with a Covered Fund, with the Affiliated Dealer
or with the Covered Dealer and the costs and fees associated with
each option.
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[[Page 3760]]
Applicants' Legal Analysis
Section 22(d) of the Investment Company Act and Rule 22c-1 Under the
Investment Company Act
15. Section 22(d) of the Investment Company Act and rule 22c-1
thereunder generally require a mutual fund, including a government MMF,
to sell its securities at the price based on the current NAV of such
security next computed after receipt of a purchase request. Section
22(d) of the Investment Company Act generally requires dealers to sell
shares of a mutual fund at the current public offering price described
in the prospectus. Similarly, under rule 22c-1, redemption or
repurchase requests to a fund or a dealer, respectively, must be
effected at the current NAV next computed after an order to redeem or
repurchase is received. Rule 2a-7 allows stable NAV MMFs to calculate
their NAV for purposes of distribution using the amortized cost or
penny-rounding method of valuation.\8\
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\8\ Rule 2a-7(c)(1)(i).
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16. Transactions in the shares between a Covered Dealer and
investors will be effected at a fixed price of $1.00 per share. While a
Covered Fund's next calculated NAV is anticipated to also always be
$1.00, the relief accounts for the scenario where a Fund would ``break
the buck'' so that a Covered Fund's next-calculated NAV would not be
$1.00.
17. Section 22(d), its provisions, as well as those of rule 22c-1,
appear to have been intended: (i) to prevent dilution caused by certain
riskless-trading schemes by principal underwriters and contract
dealers, (ii) to prevent unjust discrimination or preferential
treatment among buyers, and (iii) to ensure an orderly distribution
system of shares by contract dealers by eliminating price competition
from non-contract dealers who could offer investors shares at less than
the published sales price and who could pay investors a little more
than the published redemption price.\9\
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\9\ See Protecting Investors: A Half Century of Investment
Company Regulation (SEC Division of Investment Management, May 1992)
at 299-303.
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18. Applicants believe that none of these purposes will be
undermined or circumvented by permitting a Covered Dealer to transact
in the shares of Covered Funds on a continuous basis at a price of
$1.00 per share (plus or minus dealer compensation) with investors. The
first two purposes--preventing dilution caused by riskless-trading
schemes and preventing unjust discrimination among buyers--would not
seem to be relevant issues for trading by a Covered Dealer in shares of
a Covered Fund. For the first purpose, transactions between a Covered
Dealer and investors in the shares do not involve a Covered Fund as a
party and cannot result in dilution of an existing investor's interest
in a Covered Fund. A Covered Dealer would only be permitted to purchase
or redeem shares directly with a Covered Fund at the next calculated
NAV in accordance with section 22(d) and rule 22c-1. For the second
purpose, all investors will be able to transact in shares at a price of
$1.00 per share regardless of how they invest. Additionally, anyone may
sell shares of a Covered Fund and anyone may acquire such shares either
by transacting with a Covered Dealer or by transacting directly with a
Covered Fund. For the third purpose, the Applicants contend that the
proposed distribution system also will be orderly. Anyone may sell or
acquire shares either by selling or purchasing via from a Covered
Dealer or by transacting directly with a Covered Fund. The Applicants
acknowledge that an investor executing trades through a Covered Dealer
would not know at the time of such sale or purchase whether the price
paid would be higher or lower than the actual NAV next calculated by a
Covered Fund. However, historically money market funds have
infrequently fallen below a NAV of $1.00 per share and government money
market funds specifically are required to invest at least 99.5% of
their total assets in investments that are backed by the full faith and
credit of the U.S. government. There have been no recorded incidents of
a government MMF falling below a NAV of $1.00 per share but should such
instance occur certain corrective measures could be taken.
19. A Covered Dealer will be able to reject a purchase or sale
request in the circumstances described above and, in certain
circumstances described in the Application, an investor will be given
the opportunity to update or correct and resubmit their purchase or
sale request. Therefore, the Applicants believe that since the Covered
Dealer is being transparent with the circumstances in which a request
may be rejected and, in certain cases, giving the investor the
opportunity to resubmit the request, a rejection is unlikely to cause a
surge of redemptions from a Covered Fund.
20. While a Covered Dealer may receive dealer compensation as
agreed upon by the Covered Dealer and investor when transacting with
investors in shares of a Covered Fund at a price of $1.00 per share, as
noted above, Applicants represent that such dealer compensation will
be: (i) fair and reasonable; (ii) fully disclosed to the investor prior
to the transaction with the Covered Dealer; and (iii) itemized and
included in the applicable transaction confirmations along with any
information that may be required in such confirmations pursuant to Rule
10b-10 under the Exchange Act. Investors always remain eligible to
avoid paying dealer compensation charges by submitting purchase and
sale orders directly to a Covered Fund.
21. On the basis of the foregoing, Applicants believe: (i) that the
concerns intended to be addressed by section 22(d) and rule 22c-1 are
adequately addressed, and (ii) that the relief requested is
appropriate, in the public interest, and consistent with the protection
of investors and the purposes of section 1 of the Investment Company
Act. Based on the facts set forth in the application, the Applicants
respectfully request that the Commission enter an order under section
6(c) of the Investment Company Act exempting Applicants from the
provisions of section 22(d) and rule 22c-1 to the extent necessary to
permit the trading of shares of a Covered Fund on a continuous basis by
the Covered Dealer with investors at a fixed price of $1.00 per share
(plus or minus dealer compensation), rather than at the next calculated
NAV of a Covered Fund.
Section 17(d) of the Investment Company Act and Rule 17d-1 Under the
Investment Company Act
22. Section 17(d) states in part, that: ``[i]t shall be unlawful
for any affiliated person of or principal underwriter for a registered
investment company . . . acting as principal to effect any transaction
in which such registered company . . . is a joint or a joint and
several participant with such person, principal underwriter, or
affiliated person, in contravention of such rules and regulations as
the Commission may prescribe.'' Rule 17d-1 provides in part, that:
``[n]o affiliated person of or principal underwriter for any registered
investment company . . . and no affiliated person of such a person or
principal underwriter, acting as principal, shall participate in, or
effect any transaction in connection with, any joint enterprise or
other joint arrangement or profit-sharing plan in which any such
registered company . . . is a participant . . . unless an application
regarding such joint enterprise, arrangement or profit-sharing plan has
been filed with the Commission and has been granted by an order'' of
the Commission. When reviewing such applications, rule 17d-
[[Page 3761]]
1(b) provides that the Commission is required to consider ``whether the
participation of such registered or controlled company in such joint
enterprise, joint arrangement or profit-sharing plan on the basis
proposed is consistent with the provisions, policies and purposes of
the Investment Company Act and the extent to which such participation
is on a basis different from or less advantageous than that of other
participants.''
23. The Applicants believe that none of these purposes will be
undermined or circumvented by permitting the Affiliated Dealer to
transact in Shares of a Covered Fund held or to be held within its own
inventory with investors at a price other than NAV. First, the
Affiliated Dealer will transact with a Covered Fund on the same basis
as any other investor. Second, there are several safeguards designed to
ensure that the Affiliated Dealer is not able to act upon any material
non-public information (``MNPI'') with respect to a Covered Fund, such
as information about a Covered Fund's NAV or valuation decisions, prior
to publication of such information to all other investors. Such
safeguards include policies and procedures of a Covered Fund and the
Adviser designed to ensure that MNPI with respect to a Covered Fund is
not disclosed to the Affiliated Dealer unless it is necessary for the
conduct of its business. Similarly, the Affiliated Dealer will maintain
policies and procedures that seek to prevent the Affiliated Dealer from
obtaining and acting upon MNPI of a Covered Fund (unless as necessary
for the conduct of its business). The policies and procedures will also
prevent the sharing or overlap of common senior officers of a Covered
Fund and Adviser with senior officers of the Affiliated Dealer.
Additionally, the Trust and the Adviser have each adopted a Code of
Ethics pursuant to rule 17j-1 under the Investment Company Act and rule
204A-1 under the Investment Advisers Act of 1940, respectively. Each
Code of Ethics is designed, in part, to ensure that officers or
employees of the Trust and Adviser keep confidential and do not misuse
MNPI obtained by such persons in their capacity as an employee or
officer. Each Code of Ethics will supplement and reinforce the Trust's
and Adviser's policies and procedures that seek to ensure that the
Affiliated Dealer is not able to act upon any MNPI with respect to a
Covered Fund. If the Affiliated Dealer does receive MNPI about a
Covered Fund because it is necessary to conduct the Affiliated Dealer's
business, then such information will be subject to a confidentiality
agreement, which will restrict the Affiliated Dealer from using or
acting upon the MNPI, except as necessary to comply with the
representations or conditions of the Application, until it is disclosed
to all investors of a Covered Fund. Lastly, investors will need to
affirmatively elect to use the Affiliated Dealer's principal
transaction service, and investors will continue to be able to purchase
and redeem Shares directly from a Covered Fund.
24. On the basis of the foregoing, Applicants believe that the
protections intended to be afforded by section 17(d) and rule 17d-1 are
adequately addressed. Accordingly, Applicants hereby request that an
order be granted under section 17(d) and rule 17d-1 to permit the
arrangement described herein with respect to a Covered Fund's
engagement of the Affiliated Dealer.
Applicants' Conditions
Applicants agree that any order of the Commission granting the
requested relief will be subject to the following conditions:
1. The Relief will only apply with respect to a Covered Fund that
is organized as a government money market fund subject to the
provisions and restrictions of rule 2a-7 under the Investment Company
Act and whose shares are not listed on a national securities exchange.
In relying on the Relief, Applicants will not establish, operate or
otherwise make available any facility that would create a secondary
market for shares of a Covered Fund other than what is contemplated in
the Application.
2. A Covered Fund will not impose a sales charge or any rule 12b-1
fees.
3. Any investor has the option and remains eligible to purchase or
redeem shares directly from a Covered Fund.
4. Shares of a Covered Fund purchased or sold in reliance on the
Relief will only be purchased from or sold to an investor by a Covered
Dealer at a price of $1.00 per share (plus or minus any dealer
compensation). Shares of a Covered Fund will only be purchased from or
submitted for redemption to a Covered Fund by a Covered Dealer in cash
(U.S. dollars) at a Covered Fund's NAV per share next calculated after
a Covered Fund's receipt of a Covered Dealer's order for purchase or
redemption.
5. A Covered Dealer will not advertise or market that shares being
purchased or sold in connection with the principal transaction service
as being purchased or sold directly from a Covered Fund. A Covered
Dealer will provide appropriate disclosure to inform investors (i) that
they are purchasing from or selling their shares to a Covered Dealer,
and (ii) of the investors' right to purchase and redeem shares from a
Covered Fund directly.
6. A Covered Fund will calculate a market-based (or shadow) NAV per
share on each day the NYSE is open for trading for purposes of
confirming that its NAV continues to approximate fair value. If a
Covered Fund's market-based NAV per share deviates from the Covered
Fund's amortized-cost NAV per share by 0.25% or greater, the option to
transact with a Covered Dealer would be either: (i) temporarily
suspended, effective upon the Covered Fund's filing of Form N-CR with
respect to such deviation, until the deviation has been remedied, and
investors would be required to transact directly with the Covered Fund;
or (ii) a Covered Dealer would process any transactions at the Covered
Fund's next calculated NAV in accordance with section 22(d) of and rule
22c-1 under the Investment Company Act.
By the Commission,
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-01691 Filed 1-27-26; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on January 28, 2026.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.