139On the application of an interested person, the Commission may, subject to such terms and conditions as it considers appropriate, order that section 137 or 138 does not apply to a class of investment, a particular investment, a contract or other arrangement, as the case may be, if the Commission is satisfied
(a)
that the class of investment or the particular investment, contract or other arrangement represents the business judgment of responsible persons uninfluenced by considerations other than the best interests of a mutual fund, or
(b)
that the particular investment, contract or other arrangement is in fact in the best interests of a mutual fund.