Federal Register / Vol. 80, No. 67 / Wednesday, April 8, 2015 / Notices 18881 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(ii). 

4 17 CFR 240.19b–4(f)(4)(ii). 

relief from section 22(e) with respect to 

Global Funds that do not effect 

redemptions of Creation Units in kind. 

Sections 17(a)(1) and (2) of the Act 

9. Section 17(a)(1) and (2) of the Act 

generally prohibit an affiliated person of 

a registered investment company, or an 

affiliated person of such a person 

(‘‘second tier affiliate’’), from selling any 

security to or purchasing any security 

from the company. Section 2(a)(3) of the 

Act defines ‘‘affiliated person’’ to 

include any person directly or indirectly 

owning, controlling, or holding with 

power to vote 5% or more of the 

outstanding voting securities of the 

other person and any person directly or 

indirectly controlling, controlled by, or 

under common control with, the other 

person. Section 2(a)(9) of the Act 

defines ‘‘control’’ of a fund as ‘‘the 

power to exercise a controlling 

influence over the management or 

policies’’ of the fund and provides that 

a control relationship will be presumed 

where one person owns more than 25% 

of another person’s voting securities. 

The Funds may be deemed to be 

controlled by an Adviser and hence 

affiliated persons of each other. In 

addition, the Funds may be deemed to 

be under common control with any 

other registered investment company (or 

series thereof) advised by an Adviser (an 

‘‘Affiliated Fund’’). 

10. Applicants request an exemption 

from section 17(a) under sections 6(c) 

and 17(b) to permit in-kind purchases 

and redemptions of Creation Units from 

the Funds by persons that are affiliated 

persons or second tier affiliates of the 

Funds solely by virtue of one or more 

of the following: (a) Holding 5% or 

more, or more than 25%, of the 

outstanding Shares of one or more 

Funds; (b) an affiliation with a person 

with an ownership interest described in 

(a); or (c) holding 5% or more, or more 

than 25%, of the shares of one or more 

Affiliated Funds. 

11. Applicants assert that no useful 

purpose would be served by prohibiting 

the affiliated persons described above 

from making in-kind purchases or inkind redemptions of Shares of a Fund in 

Creation Units. Both the deposit 

procedures for in-kind purchases of 

Creation Units and the redemption 

procedures for in-kind redemptions will 

be effected in exactly the same manner 

for all purchases and redemptions. The 

valuation of the Deposit Instruments 

and Redemption Instruments will be 

made in the same manner, and in the 

same manner as the Fund’s Portfolio 

Positions, regardless of the identity of 

the purchaser or redeemer. Except with 

respect to cash determined in 

accordance with the procedures 

described in section I.G.1. of the 

application, Deposit Instruments and 

Redemption Instruments will be the 

same for all purchasers and redeemers. 

Therefore, applicants state that the inkind purchases and redemptions will 

afford no opportunity for the specified 

affiliated persons of a Fund to effect a 

transaction detrimental to other holders 

of Shares of that Fund. Applicants do 

not believe that in-kind purchases and 

redemptions will result in abusive selfdealing or overreaching of the Fund. 

Applicant’s Conditions 

Applicants agree that any order of the 

Commission granting the requested 

relief will be subject to the following 

conditions: 

1. As long as the Funds operate in 

reliance on the requested order, the 

Shares of the Funds will be listed on a 

Listing Exchange. 

2. Neither the Trust nor any Fund will 

be advertised or marketed as an openend investment company or a mutual 

fund. Any advertising material that 

describes the purchase or sale of 

Creation Units or refers to redeemability 

will prominently disclose that the 

Shares are not individually redeemable 

and that owners of the Shares may 

acquire those Shares from the Fund and 

tender those Shares for redemption to 

the Fund in Creation Units only. 

3. The Web site for the Funds, which 

is and will be publicly accessible at no 

charge, will contain on a per Share 

basis, for each Fund, the prior Business 

Day’s NAV and the market closing price 

or Bid/Ask Price, and a calculation of 

the premium or discount of the market 

closing price or Bid/Ask Price against 

such NAV. 

4. On each Business Day, before 

commencement of trading in Shares on 

the Listing Exchange, the Fund will 

disclose on its Web site the identities 

and quantities of the Portfolio Positions 

held by the Fund that will form the 

basis for the Fund’s calculation of NAV 

at the end of the Business Day. 

5. The Adviser or any Fund SubAdviser, directly or indirectly, will not 

cause any Authorized Participant (or 

any investor on whose behalf an 

Authorized Participant may transact 

with the Fund) to acquire any Deposit 

Instrument for the Fund through a 

transaction in which the Fund could not 

engage directly. 

6. The requested relief to permit ETF 

operations will expire on the effective 

date of any Commission rule under the 

1940 Act that provides relief permitting 

the operation of actively managed 

exchange-traded funds. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–08022 Filed 4–7–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74634; File No. SR–CME– 

2015–004] 

Self-Regulatory Organizations; 

Chicago Mercantile Exchange Inc.; 

Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change To Amend Rulebook 

Provisions Establishing DecisionMaking and Emergency Authority Over 

Clearing House Matters 

April 2, 2015. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’),1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on March 30, 2015, Chicago Mercantile 

Exchange Inc. (‘‘CME’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II and III, 

below, which Items have been prepared 

primarily by CME. CME filed the 

proposal pursuant to Section 

19(b)(3)(A)(ii) 3 of the Act, and Rule 

19b–4(f)(4)(ii) 4 thereunder, so that the 

proposal was effective upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

CME is filing a proposed rule change 

that is limited to its business as a 

derivatives clearing organization. More 

specifically, the proposed rule change 

would make amendments to rulebook 

provisions establishing decision-making 

and emergency authority over clearing 

house matters. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

CME included statements concerning 

the purpose and basis for the proposed 

rule change and discussed any 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
18882 Federal Register / Vol. 80, No. 67 / Wednesday, April 8, 2015 / Notices 

5 15 U.S.C. 78q–1. 

6 15 U.S.C. 78q–1(b)(3)(F). 

7 15 U.S.C. 78q–1. 

8 15 U.S.C. 78s(b)(3)(A). 

9 17 CFR 240.19b–4(f)(4)(ii). 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 

in Item IV below. CME has prepared 

summaries, set forth in sections A, B, 

and C below, of the most significant 

aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

CME is registered as a derivatives 

clearing organization with the 

Commodity Futures Trading 

Commission (‘‘CFTC’’) and currently 

offers clearing services for many 

different futures and swaps products. 

With this filing, CME proposes to make 

rulebook changes that are limited to its 

business clearing futures and swaps 

under the exclusive jurisdiction of the 

CFTC. More specifically, the proposed 

rule change would make amendments to 

rulebook provisions establishing 

decision-making and emergency 

authority over clearing house matters. 

The proposed rule change relates to 

recent management structure and 

reporting line changes at CME. Current 

CME rules do not include any reference 

to or establishment of authority in the 

newly created role of President of 

Global Operations, Technology & Risk 

(‘‘President GOTR’’). The proposed rule 

change referenced in this submission is 

designed to ensure the President GOTR 

is authorized to undertake certain 

actions related to clearing house 

operations and emergency financial 

conditions. In light of the Chief 

Operating Officer‘s (‘‘COO’’) newly 

established reporting line to the 

President GOTR, authority regarding 

certain clearing house matters and 

emergency financial conditions will be 

conferred from the COO to the President 

GOTR with these changes. The 

proposed rule revisions are designed to 

clearly specify the roles and 

responsibilities of management during 

extraordinary circumstances that impact 

the clearing house. 

The proposed rule change adds 

references to or establishes authority for 

the President GOTR in the following 

CME rules: Rule 257 (Exchange Physical 

Emergencies); Rule 403 (Clearing House 

Risk Committee); Rule 701 (Declarations 

of Force Majeure); Rule 744 (Failsafe 

Currency Availability Procedures for 

Physical Delivery); Rule 812 (Final 

Settlement Price); Rule 824 (Additional 

Performance Bond); Rule 8G25 (IRS 

Default Management Committee); Rule 

8G824 (Additional IRS Performance 

Bond); Rule 8G975 (IRS Emergency 

Financial Conditions); Rule 8H26 (CDS 

Default Management Committee); Rule 

8H27 (CDS Risk Committee); Rule 

8H824 (Additional CDS Performance 

Bond); Rule 8H975 (CDS Emergency 

Financial Conditions); Rule 974 

(Suspension of Member Firm 

Privileges); Rule 975 (Emergency 

Financial Conditions); Rule 976 

(Suspension of Clearing Members); Rule 

978 (Open Trades of Suspended 

Clearing Members); and Rule 979 

(Suspended or Expelled Clearing 

Members). 

The proposed rule change that is 

described in this filing is limited to its 

business as a derivatives clearing 

organization clearing products under 

the exclusive jurisdiction of the CFTC. 

CME has not cleared security based 

swaps and does not plan to and 

therefore the proposed rule change does 

not impact CME’s security-based swap 

clearing business in any way. The 

proposed rule change would become 

effective immediately. CME notes that it 

has also submitted the proposed rule 

change that is the subject of this filing 

to its primary regulator, the CFTC, in 

CME Submission 15–047. 

CME believes the proposed rule 

change is consistent with the 

requirements of the Exchange Act 

including Section 17A of the Exchange 

Act.5 The proposed rule revisions are 

designed to clearly specify the roles and 

responsibilities of management during 

extraordinary circumstances that impact 

the clearing house. The changes would 

help ensure that all appropriate officers 

of CME have the ability to exercise 

decision-making and emergency 

authority in relation to matters 

impacting the clearing house, thereby 

enhancing the overall safety of the 

clearing house and the efficiency with 

which such actions may be taken. As 

such, the proposed rule change should 

be seen to be designed to promote the 

prompt and accurate clearance and 

settlement of securities transactions 

and, to the extent applicable, derivatives 

agreements, contracts, and transactions, 

to assure the safeguarding of securities 

and funds which are in the custody or 

control of the clearing agency or for 

which it is responsible, and, in general, 

to protect investors and the public 

interest consistent with Section 

17A(b)(3)(F) of the Exchange Act.6

Furthermore, the proposed rule 

change is limited to CME’s futures and 

swaps clearing businesses, which mean 

they are limited in their effect to 

products that are under the exclusive 

jurisdiction of the CFTC. As such, the 

changes are limited to CME’s activities 

as a DCO clearing futures that are not 

security futures and swaps that are not 

security-based swaps. CME notes that 

the policies of the CFTC with respect to 

administering the Commodity Exchange 

Act are comparable to a number of the 

policies underlying the Exchange Act, 

such as promoting market transparency 

for over-the-counter derivatives markets, 

promoting the prompt and accurate 

clearance of transactions and protecting 

investors and the public interest. 

Because the proposed rule change is 

limited in its effect to CME’s futures and 

swaps clearing businesses, the changes 

are properly classified as effecting a 

change in an existing service of CME 

that: 

(a) Primarily affects the clearing 

operations of CME with respect to 

products that are not securities, 

including futures that are not security 

futures, swaps that are not securitybased swaps or mixed swaps; and 

forwards that are not security forwards; 

and 

(b) does not significantly affect any 

securities clearing operations of CME or 

any rights or obligations of CME with 

respect to securities clearing or persons 

using such securities-clearing service. 

As such, the changes are therefore 

consistent with the requirements of 

Section 17A of the Exchange Act 7 and 

are properly filed under Section 

19(b)(3)(A) 8 and Rule 19b–4(f)(4)(ii) 9

thereunder. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

CME does not believe that the 

proposed rule change will have any 

impact, or impose any burden, on 

competition. The proposed rule 

revisions simply specify the roles and 

responsibilities of management during 

extraordinary circumstances that impact 

the clearing house. Further, the changes 

are limited to CME’s futures and swaps 

clearing businesses and, as such, do not 

affect the security-based swap clearing 

activities of CME in any way and 

therefore do not impose any burden on 

competition that is inappropriate in 

furtherance of the purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

CME has not solicited, and does not 

intend to solicit, comments regarding 

this proposed rule change. CME has not 

received any unsolicited written 

comments from interested parties. 


asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 67 / Wednesday, April 8, 2015 / Notices 18883 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(4)(ii). 12 17 CFR 200.30–3(a)(12). 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective upon filing pursuant to Section 

19(b)(3)(A) 10 of the Act and Rule 19b– 

4(f)(4)(ii) 11 thereunder. At any time 

within 60 days of the filing of the 

proposed rule change, the Commission 

summarily may temporarily suspend 

such rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/

rules/sro.shtml), or 

• Send an email to rule-comments@

sec.gov. Please include File No. SR– 

CME–2015–004 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC, 20549–1090. 

All submissions should refer to File 

Number SR–CME–2015–004. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

filing also will be available for 

inspection and copying at the principal 

office of CME and on CME’s Web site at 

http://www.cmegroup.com/marketregulation/rule-filings.html. 

All comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. 

All submissions should refer to File 

Number SR–CME–2015–004 and should 

be submitted on or before April 29, 

2015. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.12

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–07962 Filed 4–7–15; 8:45 am] 

BILLING CODE 8011–01–P 

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. 

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 


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