Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 5849 

1Applicants also request relief with respect to 

any existing or future series of the Trust and any 

other existing or future registered open-end 

management investment company or series thereof 

that: (a) Is advised by Crow Point or any entity 

controlling, controlled by, or under common 

control with Crow Point or its successors (each an 

‘‘Adviser’’); (b) uses the manager of managers 

structure (the ‘‘Manager of Managers Structure’’) 

described in the application; and (c) complies with 

the terms and conditions of the application 

(together with the Crow Point Fund, the ‘‘Funds’’ 

and each, individually, a ‘‘Fund’’). The only 

existing investment company that currently intends 

to rely on the requested order is named as an 

Applicant, and the Crow Point Fund is the only 

Fund that currently intend to rely on the requested 

order. If the name of any Fund contains the name 

of a Subadviser, the name of the Adviser will 

precede the name of the Subadviser. For the 

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. 

written record of each purchase of 

securities in Affiliated Underwritings 

once an investment by a Fund of Funds 

in the securities of the Fund exceeds the 

limit of section 12(d)(1)(A)(i) of the Act, 

setting forth from whom the securities 

were acquired, the identity of the 

underwriting syndicate’s members, the 

terms of the purchase, and the 

information or materials upon which 

the Board’s determinations were made. 

9. Before investing in a Fund in 

excess of the limit in section 

12(d)(1)(A), a Fund of Funds and the 

Trust will execute a FOF Participation 

Agreement stating without limitation 

that their respective boards of directors 

or trustees and their investment 

advisers, or trustee and Sponsor, as 

applicable, understand the terms and 

conditions of the order, and agree to 

fulfill their responsibilities under the 

order. At the time of its investment in 

Shares of a Fund in excess of the limit 

in section 12(d)(1)(A)(i), a Fund of 

Funds will notify the Fund of the 

investment. At such time, the Fund of 

Funds will also transmit to the Fund a 

list of the names of each Fund of Funds 

Affiliate and Underwriting Affiliate. The 

Fund of Funds will notify the Fund of 

any changes to the list of the names as 

soon as reasonably practicable after a 

change occurs. The Fund and the Fund 

of Funds will maintain and preserve a 

copy of the order, the FOF Participation 

Agreement, and the list with any 

updated information for the duration of 

the investment and for a period of not 

less than six (6) years thereafter, the first 

two (2) years in an easily accessible 

place. 

10. Before approving any advisory 

contract under section 15 of the Act, the 

board of directors or trustees of each 

Investing Management Company, 

including a majority of the disinterested 

directors or trustees, will find that the 

advisory fees charged under such 

contract are based on services provided 

that will be in addition to, rather than 

duplicative of, the services provided 

under the advisory contract(s) of any 

Fund in which the Investing 

Management Company may invest. 

These findings and their basis will be 

fully recorded in the minute books of 

the appropriate Investing Management 

Company. 

11. Any sales charges and/or service 

fees charged with respect to shares of a 

Fund of Funds will not exceed the 

limits applicable to a fund of funds as 

set forth in NASD Conduct Rule 2830. 

12. No Fund will acquire securities of 

an investment company or company 

relying on section 3(c)(1) or 3(c)(7) of 

the Act in excess of the limits contained 

in section 12(d)(1)(A) of the Act, except 

to the extent the Fund acquires 

securities of another investment 

company pursuant to exemptive relief 

from the Commission permitting the 

Fund to acquire securities of one or 

more investment companies for shortterm cash management purposes. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–02020 Filed 2–2–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31431; 812–13858] 

Crow Point Partners, LLC and Northern 

Lights Fund Trust; Notice of 

Application 

January 28, 2015. 

AGENCY: Securities and Exchange 

Commission (the ‘‘Commission’’). 

ACTION: Notice of an application for an 

order under section 6(c) of the 

Investment Company Act of 1940, as 

amended (the ‘‘Act’’), for an exemption 

from section 15(a) of the Act and rule 

18f–2 under the Act. 

SUMMARY: Summary of Application: 

Applicants request an order that would 

permit them to enter into and materially 

amend subadvisory agreements without 

shareholder approval. 

APPLICANT: Crow Point Partners, LLC 

(‘‘Crow Point’’) and Northern Lights 

Fund Trust (the ‘‘Trust’’). 

DATES: Filing Dates: The application was 

filed on January 12, 2011 and amended 

on July 11, 2011, April 4, 2012, July 22, 

2014 and January 14, 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 February 23, 2015, and 

should be accompanied by proof of 

service on the 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: Crow Point Partners, LLC, 

25 Recreation Park Drive, Suite 110, 

Hingham, MA 02043–4256 and 

Northern Lights Fund Trust c/o Gemini 

Fund Services, LLC, 80 Arkay Drive, 

Suite 110, Hauppauge, New York 11788. 

FOR FURTHER INFORMATION CONTACT: Jaea 

F. Hahn, Senior Counsel, at (202) 551– 

6870, or David P. Bartels, Branch Chief, 

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 is organized as a 

Delaware statutory trust and is 

registered under the Act as an open-end 

management investment company. The 

Trust offers shares of approximately 92 

individual registered series, including 

the EAS Crow Point Alternatives Fund 

(‘‘Crow Point Fund’’). The Crow Point 

Fund does not currently employ 

unaffiliated investment subadvisers 

(each, a ‘‘Subadviser’’), but anticipates 

doing so in the future.1

2. Crow Point, a limited liability 

company organized under the laws of 

the State of Delaware, is, and each other 

Adviser will be, registered as an 

investment adviser under the 

Investment Advisers Act of 1940, as 

amended (the ‘‘Advisers Act’’). Crow 

Point serves as the investment adviser of 


rljohnson on DSK3VPTVN1PROD with NOTICES
5850 Federal Register / Vol. 80, No. 22 / Tuesday, February 3, 2015 / Notices 

2The Adviser will enter into substantially similar 

investment advisory agreements to provide 

investment management services to each future 

Fund (each future Advisory Agreement included in 

the term ‘‘Advisory Agreement’’). 

3The term ‘‘Board’’ also includes the board of 

trustees or directors of a future Fund. 

4A ‘‘Multi-manager Notice’’ will be modeled on 

a Notice of Internet Availability as defined in rule 

14a–16 under the Securities Exchange Act of 1934 

(‘‘Exchange Act’’), and specifically will, among 

other things: (a) Summarize the relevant 

information regarding the new Subadviser; (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. Multimanager Information Statements will be filed 

electronically with the Commission via the EDGAR 

system. 

the Crow Point Fund, and an Adviser 

will serve as investment adviser to the 

future Funds. The Crow Point Fund has 

entered into an investment advisory 

agreement with Crow Point (an 

‘‘Advisory Agreement’’),2 approved by 

the Trust’s board of trustees (the 

‘‘Board’’),3 including a majority of the 

trustees who are not ‘‘interested 

persons,’’ as defined in section 2(a)(19) 

of the Act, of the Trust or the Adviser 

(the ‘‘Independent Trustees’’), and by 

the Crow Point Fund’s shareholders. 

The terms of each Advisory Agreement 

comply or will comply with section 

15(a) of the Act. 

3. Under the terms of the Advisory 

Agreement, the Adviser is responsible 

for the overall management of the Crow 

Point Fund’s business affairs and 

selecting investments according to its 

investment objectives, policies and 

restrictions. For the investment 

management services that it provides to 

the Crow Point Fund, the Adviser 

receives the fee specified in the 

Advisory Agreement, based on the 

Fund’s average daily net assets. The 

Advisory Agreement also permits the 

Adviser to retain one or more 

subadvisers for the purpose of managing 

the investments of all or a portion of the 

assets of the Fund. Pursuant to this 

authority under the Advisory 

Agreement, the Adviser may enter into 

investment subadvisory agreements 

with Subadvisers to provide investment 

advisory services to the Funds (each, a 

‘‘Subadvisory Agreement’’ and together, 

the ‘‘Subadvisory Agreements’’). Each 

Subadviser will be registered as an 

investment adviser under the Advisers 

Act or exempt from registration under 

the Advisers Act. The Adviser will 

supervise, evaluate and allocate assets 

to the Subadvisers, and make 

recommendations to the Board about 

their hiring, retention or release, at all 

times subject to the authority of the 

Board. The Adviser will compensate 

each Subadviser out of the fees paid to 

the Adviser under the Advisory 

Agreement. 

4. Applicants request an order to 

permit the Adviser, subject to Board 

approval, to select Subadvisers and 

enter into and materially amend 

Subadvisory Agreements without 

obtaining shareholder approval. The 

terms of each Subadvisory Agreement 

will comply with the requirements of 

section 15(a) of the Act. Each 

Subadvisory Agreement will be 

approved by the Trust’s Board, 

including by a majority of the 

Independent Trustees, in accordance 

with section 15(a) and 15(c) of the Act. 

The requested relief will not extend to 

any subadviser that is an affiliated 

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

the Act, of the Trust, a Fund or the 

Adviser, other than by reason of serving 

as a subadviser to one or more of the 

Funds (an ‘‘Affiliated Subadviser’’). 

5. Funds will inform shareholders of 

the hiring of a new Subadviser pursuant 

to the following procedures (‘‘Modified 

Notice and Access Procedures’’): (a) 

Within 90 days after a new Subadviser 

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; 4 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’ Legal Analysis 

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

in relevant part, that it 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 the 

vote of a majority of the company’s 

outstanding voting securities. Rule 18f– 

2 under the Act provides that each 

series or class of securities in a series 

investment company affected by a 

matter must approve that matter if the 

Act requires shareholder approval. 

2. 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. 

3. Applicants assert that the 

shareholders expect the Adviser and the 

Board to select the Subadvisers for the 

Funds that are best suited to achieve 

each Fund’s investment objective. 

Applicants assert that, from the 

perspective of the investor, the role of 

the Subadvisers is substantially 

equivalent to that of the individual 

portfolio managers employed by the 

Adviser. Applicants state that requiring 

shareholder approval of each 

Subadvisory Agreement would impose 

costs and unnecessary delays on the 

Funds, and may preclude the Adviser 

from acting promptly in a manner 

considered advisable by the Board. 

Applicants note that the Advisory 

Agreement and any Subadvisory 

Agreement with an Affiliated 

Subadviser will remain subject to 

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

rule 18f–2 under the Act, including the 

requirement for shareholder voting. 

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 

requested order, 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 initial shareholder(s) 

before offering shares of that Fund to the 

public. 

2. Each Fund relying on the requested 

order will disclose in its prospectus the 

existence, substance, and effect of any 

order granted pursuant to the 

application. Each Fund will hold itself 

out to the public as utilizing the 

Manager of Managers Structure. The 

prospectus will prominently disclose 

that the Adviser has ultimate 

responsibility (subject to oversight by 

the Board) to oversee the Subadvisers 

and recommend their hiring, 

termination, and replacement. 

3. Funds will inform shareholders of 

the hiring of a new Subadviser within 

90 days after the hiring of the new 


rljohnson on DSK3VPTVN1PROD with NOTICES
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