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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18884 Federal Register / Vol. 80, No. 67 / Wednesday, April 8, 2015 / Notices 

1All 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. 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

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. 

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 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74636; File No. SR– 

NYSEMKT–2015–17] 

Self-Regulatory Organizations; NYSE 

MKT LLC; Notice of Filing of Proposed 

Rule Change Amending Rule 923NY To 

Refine the Appointment Process 

Utilized by the Exchange 

April 2, 2015. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on March 

20, 2015, NYSE MKT LLC (the 

‘‘Exchange’’ or ‘‘NYSE MKT’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory organization. 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 the Substance 

of the Proposed Rule Change 

The Exchange proposes to amend 

Rule 923NY (Appointment of Market 

Makers) to refine the appointment 

process utilized by the Exchange. The 

text of the proposed rule change is 

available on the Exchange’s Web site at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 


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