
[Federal Register Volume 80, Number 67 (Wednesday, April 8, 2015)]
[Notices]
[Pages 18883-18884]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-07970]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31543; 812-14354]


Trust for Professional Managers and William Blair & Company, 
L.L.C.; Notice of Application

April 1, 2015.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from rule 12d1-2(a) 
under the Act.

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SUMMARY: Summary of Application: Applicants request an order to permit 
open-end management investment companies relying on rule 12d1-2 under 
the Act to invest in certain financial instruments.
    Applicants: Trust for Professional Managers (the ``Trust'') and 
William Blair & Company, L.L.C. (``William Blair'').

DATES: Filing Date: The application was filed on August 29, 2014, and 
amended on March 24, 2015.
    Hearing or Notification of Hearing: An order granting the 
application 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 April 27, 2015, 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 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, Securities and Exchange Commission, 100 F Street 
NE., Washington, DC 20549-1090; Applicants: Trust for Professional 
Managers, 615 East Michigan Street, Milwaukee, WI 53202; and William 
Blair & Company, L.L.C., 222 West Adams Street, Chicago, Illinois 
60606.

FOR FURTHER INFORMATION CONTACT: Steven I. Amchan, Senior Counsel, at 
(202) 551-6826, or Dalia Osman Blass, Assistant Chief Counsel, at (202) 
551-6821 (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 Web site 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.

Applicants' Representations

    1. The Trust was organized as a Delaware statutory trust on May 29, 
2001 and is registered under the Act as an open-end management 
investment company. William Blair, a Delaware limited liability 
company, is registered as an investment adviser under the Investment 
Advisers Act of 1940 (``Advisers Act''). Of the funds in the Trust, 
William Blair currently serves as investment adviser only to the 
William Blair Directional Multialternative Fund. William Blair also 
serves as the Funds' (as defined below) principal underwriter and 
distributor.
    2. Applicants request the exemption to the extent necessary to 
permit any existing or future series of the Trust and any other 
registered open-end management investment company or series thereof 
that (a) is advised by William Blair or any person controlling, 
controlled by or under common control with William Blair (any such 
adviser or William Blair, an ``Adviser''); (b) is in the same group of 
investment companies as defined in section 12(d)(1)(G) of the Act; (c) 
operates as a ``fund of funds'' and invests in other registered open-
end management investment companies (``Underlying Funds'') in reliance 
on section 12(d)(1)(G) of the Act; and (d) is also

[[Page 18884]]

eligible to invest in securities (as defined in section 2(a)(36) of the 
Act) in reliance on rule 12d1-2 under the Act (the ``Funds''), to also 
invest, to the extent consistent with its investment objectives, 
policies, strategies and limitations, in financial instruments that may 
not be securities within the meaning of section 2(a)(36) of the Act 
(``Other Investments'').\1\ Applicants also request that the order 
exempt any entity, including any entity controlled by or under common 
control with an Adviser, that now or in the future acts as principal 
underwriter, or broker or dealer (if registered under the Securities 
Exchange Act of 1934, as amended (the ``Exchange Act'')), with respect 
to the transactions described herein.
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    \1\ All entities that currently intend to rely on the requested 
order are named as applicants. Any other entity that relies on the 
order in the future will comply with the terms and condition of the 
application.
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    3. Consistent with its fiduciary obligations under the Act, each 
Fund's board of trustees will review the advisory fees charged by the 
Fund's Adviser to ensure that the fees are based on services provided 
that are in addition to, rather than duplicative of, services provided 
pursuant to the advisory agreement of any investment company in which 
the Fund may invest.

Applicants' Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company (``acquiring company'') may acquire securities of 
another investment company (``acquired company'') if such securities 
represent more than 3% of the acquired company's outstanding voting 
stock or more than 5% of the acquiring company's total assets, or if 
such securities, together with the securities of other investment 
companies, represent more than 10% of the acquiring company's total 
assets. Section 12(d)(1)(B) of the Act provides that no registered 
open-end investment company may sell its securities to another 
investment company if the sale will cause the acquiring company to own 
more than 3% of the acquired company's voting stock, or cause more than 
10% of the acquired company's voting stock to be owned by investment 
companies and companies controlled by them.
    2. Section 12(d)(1)(G) of the Act provides, in part, that section 
12(d)(1) will not apply to securities of an acquired company purchased 
by an acquiring company if: (i) The acquired company and acquiring 
company are part of the same group of investment companies; (ii) the 
acquiring company holds only securities of acquired companies that are 
part of the same group of investment companies, government securities, 
and short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not 
excessive under rules adopted pursuant to section 22(b) or section 
22(c) of the Act by a securities association registered under section 
15A of the Exchange Act or by the Commission; and (iv) the acquired 
company has a policy that prohibits it from acquiring securities of 
registered open-end investment companies or registered unit investment 
trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
    3. Rule 12d1-2 under the Act permits a registered open-end 
investment company or a registered unit investment trust that relies on 
section 12(d)(1)(G) of the Act to acquire, in addition to securities 
issued by another registered investment company in the same group of 
investment companies, government securities, and short-term paper: (i) 
Securities issued by an investment company that is not in the same 
group of investment companies, when the acquisition is in reliance on 
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (ii) securities (other 
than securities issued by an investment company); and (iii) securities 
issued by a money market fund, when the investment is in reliance on 
rule 12d1-1 under the Act. For the purposes of rule 12d1-2, 
``securities'' means any security as defined in section 2(a)(36) of the 
Act.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction from any provision of the Act, or 
from any rule under 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 policies and 
provisions of the Act. Applicants submit that their request for relief 
meets this standard.
    5. Applicants request an order under section 6(c) of the Act for an 
exemption from rule 12d1-2(a) to allow the Funds to invest in Other 
Investments while investing in Underlying Funds. Applicants state that 
the Funds will comply with rule 12d1-2 under the Act, but for the fact 
that the Funds may invest a portion of their assets in Other 
Investments. Applicants assert that permitting the Funds to invest in 
Other Investments as described in the application would not raise any 
of the concerns that the requirements of section 12(d)(1) were designed 
to address.

Applicants' Condition

    Applicants agree that any order granting the requested relief will 
be subject to the following condition:
    Applicants will comply with all provisions of rule 12d1-2 under the 
Act, except for paragraph (a)(2) to the extent that it restricts any 
Fund from investing in Other Investments as described in the 
application.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2015-07970 Filed 4-7-15; 8:45 am]
BILLING CODE 8011-01-P


