[Federal Register Volume 80, Number 22 (Tuesday, February 3, 2015)]
[Notices]
[Pages 5851-5853]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-02065]


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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.

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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

[[Page 5852]]

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.
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    \1\ Applicants 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.
    \2\ Each 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.
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    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\
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    \3\ As 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.
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    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\
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    \4\ Shareholder 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.
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    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

[[Page 5853]]

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 
Multi-manager 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 Multi-manager 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.
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    \5\ A ``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.
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    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