78112 Federal Register / Vol. 79, No. 248 / Monday, December 29, 2014 / Notices 

SEC orders a hearing. Interested persons 

may request a hearing on any 

application by writing to the SEC’s 

Secretary at the address below and 

serving the relevant applicant with a 

copy of the request, personally or by 

mail. Hearing requests should be 

received by the SEC by 5:30 p.m. on 

January 13, 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: The Commission: Brent J. 

Fields, Secretary, U.S. Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

FOR FURTHER INFORMATION CONTACT: 

Diane L. Titus at (202) 551–6810, SEC, 

Division of Investment Management, 

Chief Counsel’s Office, 100 F Street NE., 

Washington, DC 20549–8010. 

Morgan Creek Global Equity Long/Short 

Fund [File No. 811–22460] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. On June 30, 2012, 

applicant made a liquidating 

distribution to its shareholders, based 

on net asset value. Applicant incurred 

no expenses in connection with the 

liquidation. 

Filing Date: The application was filed 

on December 10, 2014. 

Applicant’s Address: 301 West Barbee 

Chapel Rd., Suite 200, Chapel Hill, NC 

27517. 

WY Funds [File No. 811–21675] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On September 26, 

2014, applicant made a liquidating 

distribution to its shareholders, based 

on net asset value. Expenses of $2,400 

incurred in connection with the 

liquidation were paid by Wertz York 

Capital Management Group, LLC, 

applicant’s investment adviser. 

Filing Date: The application was filed 

on December 5, 2014. 

Applicant’s Address: 5502 N. 

Nebraska Ave., Tampa, FL 33604. 

Pax World Funds Trust II [File No. 811– 

22187] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. Applicant 

transferred its assets to Pax World 

Funds Series Trust I, and on March 31, 

2014, made a distribution to its 

shareholders based on net asset value. 

Expenses of approximately $419,000 

incurred in connection with the 

reorganization were paid by the 

acquiring fund and Pax World 

Management LLC, applicant’s 

investment adviser. 

Filing Date: The application was filed 

on December 2, 2014. 

Applicant’s Address: 30 Penhallow 

Street, Suite 400, Portsmouth, NH 

03801. 

COUNTRY Mutual Funds Trust [File 

No. 811–10475] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. On October 31, 

2013, applicant made a liquidating 

distribution to its shareholders, based 

on net asset value. Expenses of $57,097 

incurred in connection with the 

liquidation were paid by applicant and 

COUNTRY Fund Management, 

applicant’s investment adviser. 

Filing Date: The application was filed 

on November 25, 2014. 

Applicant’s Address: 1705 North 

Towanda Ave., Bloomington, IL 61702. 

BlackRock Income Opportunity Trust, 

Inc. [File No. 811–6443] 

Summary: Applicant, a closed-end 

investment company, seeks an order 

declaring that it has ceased to be an 

investment company. Applicant 

transferred its assets to BlackRock Core 

Bond Trust, and on November 10, 2014, 

made a distribution to its shareholders 

based on net asset value. Expenses of 

approximately $409,641 incurred in 

connection with the reorganization were 

paid by applicant and BlackRock 

Advisors, LLC, applicant’s investment 

adviser. 

Filing Date: The application was filed 

on November 21, 2014. 

Applicant’s Address: 100 Bellevue 

Pkwy., Wilmington, DE 19809. 

J.P. Morgan Series Trust II [File No. 

811–8212] 

Summary: Applicant seeks an order 

declaring that it has ceased to be an 

investment company. Applicant 

transferred its assets to JPMorgan 

Insurance Trust, and on April 24, 2009, 

made distributions to its shareholders 

based on net asset value. Expenses of 

$676,471 incurred in connection with 

the reorganization were paid by J.P. 

Morgan Investment Management Inc. 

and JPMorgan Funds Management, Inc., 

applicant’s investment adviser and 

administrator, and JPMorgan Investment 

Advisors Inc., investment adviser to the 

acquiring fund. 

Filing Dates: The application was 

filed on July 3, 2012, and amended on 

September 13, 2012 and November 7, 

2014. 

Applicant’s Address: 270 Park Ave., 

New York, NY 10017. 

For the Commission, by the Division of 

Investment Management, pursuant to 

delegated authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–30278 Filed 12–24–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IA–3987/803–00217] 

Crestview Advisors, L.L.C.; Notice of 

Application 

December 19, 2014. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application for an 

exemptive order under Section 206A of 

the Investment Advisers Act of 1940 

(the ‘‘Advisers Act’’) and Rule 206(4)– 

5(e). 

Applicant: Crestview Advisors, L.L.C. 

(‘‘Applicant’’). 

Relevant Advisers Act Sections: 

Exemption requested under section 

206A of the Advisers Act and rule 

206(4)–5(e) from rule 206(4)–5(a)(1) 

under the Advisers Act. 

Summary of Application: Applicant 

requests that the Commission issue an 

order under section 206A of the 

Advisers Act and rule 206(4)–5(e) 

exempting it from rule 206(4)–5(a)(1) 

under the Advisers Act to permit 

Applicant to receive compensation for 

investment advisory services provided 

to a government entity within the twoyear period following a contribution by 

a covered associate of Applicant to an 

official of the government entity. 

Filing Dates: The application was 

filed on November 14, 2012, and 

amended and restated applications were 

filed on March 26, 2014, July 11, 2014 

and November 13, 2014. 

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 

Applicant with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on January 13, 2015, and 

should be accompanied by proof of 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 79, No. 248 / Monday, December 29, 2014 / Notices 78113 

service on Applicant, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Advisers 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 may request notification of a 

hearing by writing to the Commission’s 

Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicant, Crestview Advisors, L.L.C., 

667 Madison Avenue, 10th Floor, New 

York, NY 10065. 

FOR FURTHER INFORMATION CONTACT: 

Aaron T. Gilbride, Senior Counsel, at 

(202) 551–6906, or Melissa R. Harke, 

Branch Chief, at (202) 551–6722 

(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 either at http://www.sec.gov/

rules/iareleases.shtml or 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. 

Applicant’s Representations 

1. Applicant is a limited liability 

company organized in Delaware and 

registered with the Commission as an 

investment adviser under the Advisers 

Act. Applicant serves as investment 

adviser to a private equity fund (the 

‘‘Fund’’) that is a ‘‘covered investment 

pool,’’ as defined in rule 206(4)-5 under 

the Advisers Act. One of the investors 

in the Fund is a public pension plan 

identified as a government entity with 

respect to the State of Texas (the 

‘‘Investor’’). The investment decisions 

for the Investor are overseen by a board 

of trustees composed of nine members, 

all of whom are appointed by the 

Governor of Texas. 

2. On August 29, 2011, Jeffrey A. 

Marcus, a senior investment 

professional of the Applicant (the 

‘‘Contributor’’), made a $2,500 campaign 

contribution (the ‘‘Contribution’’) to the 

campaign of James Richard ‘‘Rick’’ Perry 

(the ‘‘Official’’), the Governor of Texas. 

The Contribution was given in 

connection with a fundraiser held in 

Colorado for the Official’s Presidential 

campaign on or about August 25, 2011, 

which the Contributor attended (the 

‘‘Fundraiser’’). At the time of the 

Contribution, the Official was a 

candidate for the federal office of 

President of the United States. 

3. Applicant represents that the 

amount of the Contribution, profile of 

the candidate, and characteristics of the 

campaign fall generally within the 

pattern of the Contributor’s other 

political donations. 

4. Applicant represents that the 

Contributor has confirmed that he has 

not, at any time, had any contact with 

the Official regarding the Investor’s 

investment activities with the 

Applicant. 

5. Applicant represents that since the 

date of the Contribution through the 

two-year period ended August 29, 2013, 

the Contributor’s role with the Investor 

was limited to making a presentation to 

the Investor’s representatives regarding 

the Applicant’s media and 

communication portfolio companies. 

Applicant represents that the 

Contributor had no contact with any 

representative of the Investor outside of 

such presentation and no contact with 

any member of the board of trustees 

which oversees the investment 

decisions of the Investor. Applicant 

represents that since August 29, 2013, 

the Contributor has had similarly 

limited interaction with the Investor. 

Applicant represents that the 

Contributor was not involved in any 

discussions with the Investor regarding 

the Investor’s decision to invest in the 

Fund. 

6. Applicant represents that the 

Investor made its first investment in the 

Fund in December 2007, and made its 

most recent investment in a successor 

fund complex in November 2013 (with 

an additional commitment in June 

2014). 

7. Applicant represents that the 

Contributor did not solicit any other 

persons to make contributions to the 

Official’s campaign and did not arrange 

any introductions to potential 

supporters. 

8. Applicant represents that the 

Contribution was discovered by 

Crestview’s Compliance Department 

through the Contributor’s voluntary 

disclosure in response to an annual 

certification, and that the Contributor 

obtained a full refund of the 

Contribution within one week after the 

Contribution was discovered. Applicant 

established an escrow account for the 

benefit of the Investor and deposited an 

amount equal to the sum of carried 

interest and management fees payable 

for the two years from the date of the 

Contribution. 

9. Applicant represents that it has 

taken steps designed to limit the 

Contributor’s contact with 

representatives of the Investor following 

the Contribution for the duration of the 

two-year period beginning August 29, 

2011. Applicant represents that the 

Contributor completed quarterly 

certifications beginning the quarter 

ended December 31, 2012 through the 

quarter ended September 30, 2013 and 

has kept a log of any interactions with 

the investor. 

10. Applicant represents that while it 

is possible that the Contributor 

mentioned the Fundraiser in passing to 

a principal of the Applicant who also 

has a home in Colorado, neither the 

Contributor nor such principal recalls 

any such conversation. Applicant 

represents that such principal did not 

attend the Fundraiser and did not make 

any contribution to the Official. 

Applicant represents that at no time did 

any other of Applicant’s officers, 

principals and employees have any 

knowledge that the Contribution had 

been made prior to its discovery by 

Crestview’s Compliance Department in 

January 2012. 

11. Applicant represents that at all 

relevant times it had compliance 

procedures that have been more 

restrictive than is required under rule 

206(4)–5. Applicant represents that its 

compliance procedures prohibit 

contributions, with no exceptions for de 

minimis contributions, to: (i) Politically 

connected individuals or entities with 

the intention of influencing such 

individuals or entities for business 

purposes; (ii) state, local or foreign 

government entities, officials, 

candidates, political parties or political 

action committees; and (iii) any national 

political candidates who hold a state or 

local office. Applicant represents that its 

compliance procedures also require preclearance of contributions to any 

national political candidate, party or 

action committee. Applicant represents 

that its compliance procedures apply to 

all of Applicant’s officers, principals 

and employees and their covered family 

members. Applicant represents that all 

employees are required to certify their 

compliance on a periodic basis. 

Applicant represents that the 

Contributor failed to appreciate that 

contributions to federal candidates who 

held state or local office would trigger 

the prohibition on compensation under 

rule 206(4)–5 and were prohibited by 

the Applicant’s policies. 

Applicant’s Legal Analysis 

1. Rule 206(4)–5(a)(1) under the 

Advisers Act prohibits a registered 

investment adviser from providing 

investment advisory services for 

compensation to a government entity 

within two years after a contribution to 

an official of the government entity is 

made by the investment adviser or any 

covered associate of the investment 


tkelley on DSK3SPTVN1PROD with NOTICES
78114 Federal Register / Vol. 79, No. 248 / Monday, December 29, 2014 / Notices 

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

2 17 CFR 240.19b–4. 

adviser. The Investor is a ‘‘government 

entity,’’ as defined in rule 206(4)–5(f)(5), 

the Contributor is a ‘‘covered associate’’ 

as defined in rule 206(4)-5(f)(2), and the 

Official is an ‘‘official’’ as defined in 

rule 206(4)–5(f)(6). Rule 206(4)–5(c) 

provides that when a government entity 

invests in a covered investment pool, 

the investment adviser to that covered 

investment pool is treated as providing 

advisory services directly to the 

government entity. The Fund is a 

‘‘covered investment pool,’’ as defined 

in rule 206(4)–5(f)(3)(ii). 

2. Section 206A of the Advisers Act 

grants the Commission the authority to 

‘‘conditionally or unconditionally 

exempt any person or transaction . . . 

from any provision or provisions of [the 

Advisers Act] or of any rule or 

regulation thereunder, if and to the 

extent that 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 Advisers Act].’’ 

3. Rule 206(4)–5(e) provides that the 

Commission may exempt an investment 

adviser from the prohibition under rule 

206(4)–5(a)(1) upon consideration of the 

factors listed below, among others: 

(1) Whether the 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 Advisers Act; 

(2) Whether the investment adviser: 

(i) Before the contribution resulting in 

the prohibition was made, adopted and 

implemented policies and procedures 

reasonably designed to prevent 

violations of the rule; and (ii) prior to or 

at the time the contribution which 

resulted in such prohibition was made, 

had no actual knowledge of the 

contribution; and (iii) after learning of 

the contribution: (A) Has taken all 

available steps to cause the contributor 

involved in making the contribution 

which resulted in such prohibition to 

obtain a return of the contribution; and 

(B) has taken such other remedial or 

preventive measures as may be 

appropriate under the circumstances; 

(3) Whether, at the time of the 

contribution, the contributor was a 

covered associate or otherwise an 

employee of the investment adviser, or 

was seeking such employment; 

(4) The timing and amount of the 

contribution which resulted in the 

prohibition; 

(5) The nature of the election (e.g., 

federal, state or local); and 

(6) The contributor’s apparent intent 

or motive in making the contribution 

which resulted in the prohibition, as 

evidenced by the facts and 

circumstances surrounding such 

contribution. 

4. Applicant requests an order 

pursuant to section 206A and rule 

206(4)–5(e), exempting it from the twoyear prohibition on compensation 

imposed by rule 206(4)–5(a)(1) with 

respect to investment advisory services 

provided to the Investor within the twoyear period following the Contribution. 

5. Applicant submits that the 

exemption is necessary and appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Advisers Act. 

Applicant further submits that the other 

factors set forth in rule 206(4)–5(e) 

similarly weigh in favor of granting an 

exemption to the Applicant to avoid 

consequences disproportionate to the 

violation. 

6. Applicant states that the 

relationship with the Investor pre-dates 

the Contribution and that the Investor 

did not make an additional commitment 

to the Fund subsequent to the 

Contribution (although the Applicant 

notes that the Investor made an 

investment in a successor fund managed 

by the Applicant 22 months following 

the return of the Contribution). 

Applicant states that the Contribution 

was made three and a half years after 

the Investor’s investment in the Fund 

and at a time when the Investor was not 

contemplating any investment-related 

decisions with respect to the Applicant. 

Applicant notes that it established and 

maintains its relationships with the 

Applicant on an arms’-length basis free 

from any improper influence as a result 

of the Contribution. 

7. Applicant states that at all relevant 

times it had policies which were fully 

compliant with, and more rigorous than, 

rule 206(4)–5’s requirements at the time 

of the Contribution. Applicant further 

states that at no time did Applicant or 

any employees of Applicant, other than 

the Contributor, have any knowledge 

that the Contribution had been made 

prior to its discovery by Crestview’s 

Compliance Department in January 

2012. After learning of the Contribution, 

Applicant and the Contributor took all 

available steps to obtain a return of the 

Contribution, which was returned 

within one week of discovery, and an 

escrow account was set up for the 

Investor and a sum equal to the carried 

interest and all fees charged to the 

Investor’s capital account in the Fund 

since the date of the Contribution were 

deposited by Applicant in the escrow 

account for immediate return to the 

Investor should an exemptive order not 

be granted. 

8. Applicant states that the 

Contributor’s apparent intent in making 

the Contribution was not to influence 

the selection or retention of the 

Applicant. Applicant states that the 

Contributor has a long-standing history 

of supporting the Official. The amount 

of the Contribution, profile of the 

candidate, and characteristics of the 

campaign fall generally within the 

pattern of the Contributor’s other 

political donations. Applicant further 

states, as discussed above, that the 

Contributor has confirmed that he has 

not, at any time, had any contact with 

the Official regarding the Investor’s 

investment activities with the 

Applicant, and apart from requesting in 

January 2012 that his Contribution be 

returned, the Contributor’s contact with 

the Official concerning campaign 

contributions was limited to the 

fundraising event at which the 

Contribution was made. Applicant 

further states that since the date of the 

Contribution, the Contributor’s role with 

the Investor was limited to making a 

presentation to the Investor’s 

representatives regarding the 

Applicant’s media and communication 

portfolio companies. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–30277 Filed 12–24–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–73888; File No. SR–BATS– 

2014–070] 

Self-Regulatory Organizations; BATS 

Exchange, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Extend the Penny 

Pilot Program 

December 19, 2014. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

17, 2014, BATS Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BATS’’) filed with the 

Securities and Exchange Commission 

(the ‘‘SEC’’ or ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. The 


tkelley on DSK3SPTVN1PROD with NOTICES