Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 5851 

1Applicants are not requesting relief for any 

series other than those advised by the Advisor (as 

defined below). Applicants request relief with 

respect to any existing and any future series of the 

Trust or any other registered open-end management 

company that: (a) Is advised by the Initial Advisor 

or a person controlling, controlled by, or under 

common control with the Initial Advisor or its 

successor (each, an ‘‘Advisor’’); (b) uses the 

manager of managers structure (‘‘Manager of 

Managers Structure’’) described in the application; 

and (c) complies with the terms and conditions of 

the requested order (any such series, a ‘‘Fund’’ and 

collectively, the ‘‘Funds’’). The only existing 

registered open-end management investment 

company that currently intends to rely on the 

requested order is named as an applicant, and the 

only Fund that currently intends to rely on the 

requested order is the William Blair Directional 

Multialternative Fund. For purposes of the 

requested order, ‘‘successor’’ is limited to an entity 

that results from a reorganization into another 

jurisdiction or a change in the type of business 

organization. If the name of any Fund contains the 

name of a Subadvisor (as defined below), that name 

will be preceded by the name of the Advisor. 

Subadviser pursuant to the Modified 

Notice and Access Procedures. 

4. The Adviser will not enter into a 

subadvisory agreement with any 

Affiliated Subadviser without such 

agreement, including the compensation 

to be paid thereunder, being approved 

by the shareholders of the applicable 

Fund. 

5. At all times, at least a majority of 

the Board will be Independent Trustees, 

and the nomination of new or additional 

Independent Trustees will be placed 

within the discretion of the thenexisting Independent Trustees. 

6. Whenever a subadviser change is 

proposed for a Fund with an Affiliated 

Subadviser, the Board, including a 

majority of the Independent Trustees, 

will make a separate finding, reflected 

in the applicable Board minutes, that 

such change is in the best interests of 

the Fund and its shareholders, and does 

not involve a conflict of interest from 

which the Adviser or the Affiliated 

Subadviser derives an inappropriate 

advantage. 

7. The Adviser will provide general 

management services to each Fund, 

including overall supervisory 

responsibility for the general 

management and investment of each 

Fund’s assets and, subject to review and 

approval of the Board, will: (a) Set each 

Fund’s overall investment strategies; (b) 

evaluate, select and recommend 

Subadvisers to manage all or a part of 

each Fund’s assets; (c) allocate and, 

when appropriate, reallocate each 

Fund’s assets among one or more 

Subadvisers; (d) monitor and evaluate 

the performance of Subadvisers; and (e) 

implement procedures reasonably 

designed to ensure that the Subadvisers 

comply with each Fund’s investment 

objective, policies and restrictions. 

8. No trustee or officer of the Trust or 

a Fund, or director, manager, or officer 

of the Adviser, will own directly or 

indirectly (other than through a pooled 

investment vehicle that is not controlled 

by such person), any interest in a 

Subadviser, except for (a) ownership of 

interests in the Adviser or any entity 

that controls, is controlled by, or is 

under common control with the 

Adviser, or (b) ownership of less than 

1% of the outstanding securities of any 

class of equity or debt of any publicly 

traded company that is either a 

Subadviser or an entity that controls, is 

controlled by, or is under common 

control with a Subadviser. 

9. In the event the Commission adopts 

a rule under the Act providing 

substantially similar relief to that in the 

order requested in the application, the 

requested order will expire on the 

effective date of that rule. 

10. Any new sub-advisory agreement 

or any amendments to a Fund’s existing 

Advisory Agreement or sub-advisory 

agreement that directly or indirectly 

results in an increase in the aggregate 

advisory fee rate payable by the Fund 

will be submitted to the Fund’s 

Shareholders for approval. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–02019 Filed 2–2–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Investment Company Act Release No. 

31435; 812–14349 Trust for 

Professional Managers and William 

Blair & Company L.L.C.; Notice of 

Application 

January 28, 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 section 15(a) of the Act and rule 

18f–2 under the Act, as well as from 

certain disclosure requirements. 

SUMMARY: Summary of Application: 

Applicants request an order that would 

permit them to enter into and materially 

amend subadvisory agreements without 

shareholder approval and that would 

grant relief from certain disclosure 

requirements. 

APPLICANTS: Trust for Professional 

Managers (the ‘‘Trust’’) and William 

Blair & Company L.L.C. (the ‘‘Initial 

Advisor’’). 

DATES: Filing Dates: The application was 

filed August 18, 2014, and amended on 

November 18, 2014. 

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 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 February 23, 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, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090. 

Applicants: John P. Buckel, Trust for 

Professional Managers, 615 East 

Michigan Street, Milwaukee, WI 53202; 

Richard W. Smirl, William Blair & 

Company, L.L.C., 222 West Adams 

Street, Chicago, IL 60606. 

FOR FURTHER INFORMATION CONTACT: Jane 

H. Kim, at (202) 551–6791 or Melissa 

Harke, Branch Chief, at (202) 551–6722 

(Chief Counsel’s Office, Division of 

Investment Management). 

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, a Delaware statutory 

trust, is registered under the Act as an 

open-end management investment 

company. The Trust is organized as a 

series investment company and 

currently consists of 34 series, one of 

which is advised by the Initial Advisor.1

The Initial Advisor is a limited liability 

company organized under Delaware 

law. The Initial Advisor is, and any 

other Advisor will be, registered as an 

investment adviser under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’). The Advisor will 

serve as the investment adviser to each 

Fund pursuant to an investment 

advisory agreement with the Trust (each 


rljohnson on DSK3VPTVN1PROD with NOTICES
5852 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 

2Each future investment advisory agreement 

between an Advisor and a Fund is also included in 

the term ‘‘Advisory Agreement’’. The Initial 

Advisor currently serves as investment advisor only 

to the William Blair Directional Multialternative 

Fund, a series of the Trust, under the Advisory 

Agreement. 

3As of the date of the amended application, the 

Advisor has entered into subadvisory agreements 

(‘‘Subadvisory Agreements’’) with Buckingham 

Capital Management, Inc., Cube Capital LLP, FSI 

Group, LLC, Havens Advisors, L.L.C. None of the 

existing Subadvisors is affiliated with the Advisor. 

4Shareholder approval of a Subadvisory 

Agreement with an Affiliated Shareholder will be 

obtained. If a Subadvisor change is proposed for a 

fund with an Affiliated Subadvisor, the Board, 

including a majority of the Independent Trustees, 

will make a separate finding, reflected in the Trust’s 

Board minutes, that the change is in the best 

interests of the Fund and its shareholders and does 

not involve a conflict of interest from which the 

Advisor or the Affiliated Subadvisor derives an 

inappropriate advantage. The Initial Advisor 

currently intends to enter into Subadvisory 

Agreements only with non-affiliated Subadvisors. 

an ‘‘Advisory Agreement’’ and 

collectively, the ‘‘Advisory 

Agreements’’).2 Each Advisory 

Agreement was or will have been 

approved by each Fund’s respective 

shareholder(s) and the board of trustees 

of the Trust (‘‘Board’’), including a 

majority of the trustees who are not 

‘‘interested persons,’’ as defined in 

section 2(a)(19) of the Act, of the Trust, 

the Fund, or the Advisor (‘‘Independent 

Trustees’’) in the manner required by 

sections 15(a) and 15(c) of the Act and 

rule 18f–2 under the Act. 

2. Under the terms of each Advisory 

Agreement, the Advisor will provide 

each Fund with overall management 

services and, as it deems appropriate, 

will continuously review, supervise and 

administer each Fund’s investment 

program, subject to the supervision of, 

and policies established by, the Board. 

For the investment management 

services it will provide to each Fund, 

the Advisor will receive the fee 

specified in the Advisory Agreement 

from such Fund, payable monthly at an 

annual rate based on the average daily 

net assets of the Fund. The Advisory 

Agreement permits the Advisor to 

delegate certain responsibilities to one 

or more subadvisors (each a 

‘‘Subadvisor’’), subject to the approval 

of the Board.3

3. Each Subadvisor will be an 

investment adviser as defined in section 

2(a)(20) of the Act and will be registered 

with the Commission as an ‘‘investment 

adviser’’ under the Advisers Act. The 

Advisor will evaluate, allocate assets to 

and oversee the Subadvisors, and make 

recommendations about their hiring, 

termination, and replacement to the 

Board, at all times subject to the 

authority of the Board. The Advisor will 

compensate the Subadvisors out of the 

advisory fee paid by a Fund to the 

Advisor under the Advisory Agreement. 

4. Applicants request an order to 

permit the Advisor, subject to Board 

approval, to select certain Subadvisors 

to manage all or a portion of the assets 

of a Fund or Funds pursuant to a 

Subadvisory Agreement and materially 

amend Subadvisory Agreements 

without obtaining shareholder approval. 

The requested relief will not extend to 

any Subadvisor that is an affiliated 

person, as defined in section 2(a)(3) of 

the Act, of the Trust or of the Advisor, 

other than by reason of serving as a 

Subadvisor to one or more of the Funds 

(‘‘Affiliated Subadvisor’’).4

5. Applicants also request an order 

exempting the Funds from certain 

disclosure provisions described below 

that may require the applicants to 

disclose fees paid by the Advisor to 

each Subadvisor. Applicants seek an 

order to permit the Trust to disclose for 

a Fund (as both a dollar amount and as 

a percentage of the Fund’s net assets): 

(a) The aggregate fees paid to the 

Advisor and any Affiliated Subadvisor; 

and (b) the aggregate fees paid to 

Subadvisors other than Affiliated 

Subadvisors (collectively, ‘‘Aggregate 

Fee Disclosure’’). Any Fund that 

employs an Affiliated Subadvisor will 

provide separate disclosure of any fees 

paid to the Affiliated Subadvisor. 

Applicants’ Legal Analysis 

1. Section 15(a) of the Act provides, 

in relevant part, that is unlawful for any 

person to act as an investment adviser 

to a registered investment company 

except pursuant to a written contract 

that has been approved by a vote of a 

majority of the company’s outstanding 

voting securities. Rule 18f–2 under the 

Act provides that each series or class of 

stock in a series investment company 

affected by a matter must approve that 

matter if the Act requires shareholder 

approval. 

2. Form N–1A is the registration 

statement used by open-end investment 

companies. Item 19(a)(3) of Form N–1A 

requires disclosure of the method and 

amount of the investment adviser’s 

compensation. Applicants state that this 

provision may require a Fund to 

disclose the fees the Advisor pays to 

each Subadvisor. 

3. Rule 20a–1 under the Act requires 

proxies solicited with respect to a 

registered investment company to 

comply with Schedule 14A under the 

Securities Exchange Act of 1934. Items 

22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 

22(c)(9) of Schedule 14A, taken 

together, require a proxy statement for a 

shareholder meeting at which the 

advisory contract will be voted upon to 

include the rate of compensation of the 

investment adviser, the aggregate 

amount of the investment adviser’s fees, 

a description of the terms of the contract 

to be acted upon, and, if a change in the 

advisory fee is proposed, the existing 

and proposed fees and the difference 

between the two fees. Applicants 

believe that these provisions may 

require a Fund to disclose the fees the 

Advisor pays to each Subadvisor in 

proxy statements for shareholder 

meetings at which fees would be 

established, or action would be taken on 

an advisory contract. 

4. Regulation S–X sets forth the 

requirements for financial statements 

required to be included as part of a 

registered investment company’s 

registration statement and shareholder 

reports filed with the Commission. 

Sections 6–07(2)(a), (b), and (c) of 

Regulation S–X require a registered 

investment company to include in its 

financial statement information about 

investment advisory fees. Applicants 

state that these provisions may be 

deemed to require the Funds’ financial 

statements to include information 

concerning fees paid to the Subadvisors. 

5. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security, or transaction or any 

class or classes of persons, securities, or 

transactions from any provisions of the 

Act, or from any rule thereunder, 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 policy 

and provisions of the Act. Applicants 

state that the requested relief meets this 

standard for the reasons discussed 

below. 

6. Applicants state that, by investing 

in a Fund, shareholders will hire the 

Advisor to manage the Fund’s assets in 

conjunction with using its investment 

subadvisor selection and monitoring 

process. Applicants assert that, from the 

perspective of the shareholder, the role 

of the Subadvisors is substantially 

equivalent to that of the individual 

portfolio managers employed by 

traditional investment company 

advisory firms. Applicants believe that 

requiring shareholder approval of each 

Subadvisory Agreement would impose 

unnecessary delays and expenses on the 

Funds and may preclude the Funds 

from acting promptly when the Advisor 

and Board consider it appropriate to 

hire Subadvisors or amend Subadvisory 

Agreements. Applicants note that the 

Advisory Agreements and any 

Subadvisory Agreements with Affiliated 

Subadvisors will remain subject to the 

shareholder approval requirements of 


rljohnson on DSK3VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 5853 

5A ‘‘Multi-manager Notice’’ will be modeled on 

a Notice of Internet Availability as defined in rule 

14a–16 under the Exchange Act, and specifically 

will, among other things: (a) Summarize the 

relevant information regarding the new Subadvisor; 

(b) inform shareholders that the Multi-manager 

Information Statement is available on a Web site; 

(c) provide the Web site address; (d) state the time 

period during which the Multi-manager Information 

Statement will remain available on that Web site; 

(e) provide instructions for accessing and printing 

the Multi-manager Information Statement; and (f) 

instruct the shareholder that a paper or email copy 

of the Multi-manager Information Statement may be 

obtained, without charge, by contacting the Funds. 

A ‘‘Multi-manager Information Statement’’ will 

meet the requirements of Regulation 14C, Schedule 

14C and Item 22 of Schedule 14A under the 

Exchange Act for an information statement, except 

as modified by the requested order to permit 

Aggregate Fee Disclosure. Multi-manager 

Information Statements will be filed electronically 

with the Commission via the EDGAR system. 

section 15(a) of the Act and rule 18f–2 

under the Act. 

7. If a new Subadvisor is retained in 

reliance on the requested order, the 

Funds will inform shareholders of the 

hiring of a new Subadvisor pursuant to 

the following procedures (‘‘Modified 

Notice and Access Procedures’’): (a) 

Within 90 days after a new Subadvisor 

is hired for any Fund, that Fund will 

send its shareholders either a Multimanager Notice or a Multi-manager 

Notice and Multi-manager Information 

Statement; 5 and (b) the Fund will make 

the Multi-manager Information 

Statement available on the Web site 

identified in the Multi-manager Notice 

no later than when the Multi-manager 

Notice (or Multi-manager Notice and 

Multi-manager Information Statement) 

is first sent to shareholders, and will 

maintain it on that Web site for at least 

90 days. Applicants assert that a proxy 

solicitation to approve the appointment 

of new Subadvisors would provide no 

more meaningful information to 

shareholders than the proposed Multimanager Information Statement. 

Moreover, as indicated above, the 

applicable Board would comply with 

the requirements of sections 15(a) and 

15(c) of the Act before entering into or 

amending Subadvisory Agreements. 

8. Applicants assert that the requested 

disclosure relief will benefit 

shareholders of the Funds because it 

will improve the Advisor’s ability to 

negotiate the fees paid to Subadvisors. 

Applicants state that the Advisor may 

be able to negotiate rates that are below 

a Subadvisor’s ‘‘posted’’ amounts if the 

Advisor is not required to disclose the 

Subadvisors’ fees to the public. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 

1. Before a Fund may rely on the 

order requested in the application, the 

operation of the Fund in the manner 

described in the application will be 

approved by a majority of the Fund’s 

outstanding voting securities, as defined 

in the Act, or, in the case of a Fund 

whose public shareholders purchase 

shares on the basis of a prospectus 

containing the disclosure contemplated 

by condition 2 below, by the sole initial 

shareholder before offering the Fund’s 

shares to the public. 

2. The prospectus for each Fund will 

disclose the existence, substance, and 

effect of any order granted pursuant to 

the application. Each Fund will hold 

itself out to the public as employing the 

Manager of Managers Structure 

described in the application. The 

prospectus will prominently disclose 

that the Advisor has ultimate 

responsibility (subject to oversight by 

the Board) to oversee the Subadvisors 

and recommend their hiring, 

termination, and replacement. 

3. Funds will inform shareholders of 

the hiring of a new Subadvisor within 

90 days after the hiring of a new 

Subadvisor pursuant to the Modified 

Notice and Access Procedures. 

4. The Advisor will not enter into a 

Subadvisory Agreement with any 

Affiliated Subadvisor without that 

agreement, including the compensation 

to be paid thereunder, being approved 

by the shareholders of the applicable 

Fund. 

5. At all times, at least a majority of 

the Board will be Independent Trustees, 

and the nomination and selection of 

new or additional Independent Trustees 

will be placed within the discretion of 

the then-existing Independent Trustees. 

6. When a Subadvisor change is 

proposed for a Fund with an Affiliated 

Subadvisor, the Board, including a 

majority of the Independent Trustees, 

will make a separate finding, reflected 

in the applicable Board minutes, that 

such change is in the best interests of 

the Fund and its shareholders and does 

not involve a conflict of interest from 

which the Advisor or the Affiliated 

Subadvisor derives an inappropriate 

advantage. 

7. Independent legal counsel, as 

defined in rule 0–1(a)(6) under the Act, 

will be engaged to represent the 

Independent Trustees. The selection of 

such counsel will be within the 

discretion of the then existing 

Independent Trustees. 

8. Each Advisor will provide the 

Board, no less frequently than quarterly, 

with information about the profitability 

of the Advisor on a per-Fund basis. The 

information will reflect the impact on 

profitability of the hiring or termination 

of any Subadvisor during the applicable 

quarter. 

9. Whenever a Subadvisor is hired or 

terminated, the Advisor will provide the 

Board with information showing the 

expected impact on the profitability of 

the Advisor. 

10. The Advisor will provide general 

management services to each Fund, 

including overall supervisory 

responsibility for the general 

management and investment of the 

Fund’s assets and, subject to review and 

approval of the Board, will (i) set each 

Fund’s overall investment strategies; (ii) 

evaluate, select and recommend 

Subadvisors to manage all or part of a 

Fund’s assets; (iii) when appropriate, 

allocate and reallocate a Fund’s assets 

among multiple Subadvisors; (iv) 

monitor and evaluate the performance 

of Subadvisors; and (v) implement 

procedures reasonably designed to 

ensure that the Subadvisors comply 

with each Fund’s investment objective, 

policies and restrictions. 

11. No trustee or officer of the Trust, 

or of a Fund, or director or officer of the 

Advisor, will own directly or indirectly 

(other than through a pooled investment 

vehicle that is not controlled by such 

person) any interest in a Subadvisor, 

except for (a) ownership of interests in 

the Advisor or any entity that controls, 

is controlled by, or is under common 

control with the Advisor; or (b) 

ownership of less than 1% of the 

outstanding securities of any class of 

equity or debt of a publicly traded 

company that is either a Subadvisor or 

an entity that controls, is controlled by, 

or is under common control with a 

Subadvisor. 

12. Each Fund will disclose in its 

registration statement the Aggregate Fee 

Disclosure. 

13. In the event the Commission 

adopts a rule under the Act providing 

substantially similar relief to that in the 

order requested in the application, the 

requested order will expire on the 

effective date of that rule. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–02065 Filed 2–2–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Sunshine Act Meeting 

Notice is hereby given, pursuant to 

the provisions of the Government in the 

Sunshine Act, Public Law 94–409, that 


rljohnson on DSK3VPTVN1PROD with NOTICES