[Federal Register: September 25, 2008 (Volume 73, Number 187)]
[Notices]
[Page 55568-55570]
[DOCID:fr25se08-86]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28382; 812-13514]

Trust for Professional Managers, et al.; Notice of Application

September 19, 2008.

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 of Application:  Applicants request an order that would permit
them to enter into and materially amend subadvisory agreements without
shareholder approval and would grant relief from certain disclosure
requirements.

Applicants:  Trust for Professional Managers (the ``Trust'') and
Ascentia Capital Partners, LLC (the ``Adviser'').

Filing Dates: The application was filed on March 31, 2008, and amended
on August 14, 2008. Applicants have agreed to file an amendment during
the notice period, the substance of which is reflected in this notice.

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 October 14, 2008, and should be accompanied by proof of service
on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, 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, 615 East Michigan
Street, Milwaukee, WI 53202.

FOR FURTHER INFORMATION CONTACT: Steven I. Amchan, Attorney Adviser, at
(202) 551-6826, or Mary Kay Frech, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Office of Investment Company
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
Commission's Public Reference Room, 100 F Street, NE, Washington, DC
20549-1520 (telephone<PHONE_NUMBER>).

Applicants' Representations

    1. The Trust, a Delaware statutory trust organized as a series
investment company, is registered under the Act as an open-end
management investment company and currently offers 22 series, one of
which, Ascentia Alternative Strategies Fund, is advised by the Adviser
(the ``Fund'').\1\ The Adviser, a limited liability company organized
under Nevada law, is registered as an investment adviser under the
Investment Advisers Act of 1940 (``Advisers Act''), and serves as
investment adviser to the Fund under an investment advisory agreement
with the Trust (``Advisory Agreement'') that has been approved by the
shareholders of the Fund and the Trust's board of trustees (``Board''),
including a majority of the trustees who are not ``interested
persons,'' as defined in section 2(a)(19) of the Act, of either the
Trust or the Adviser (``Independent Trustees'').
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    \1\ Applicants request relief with respect to existing and
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 the Adviser or a person controlling,
controlled by, or under common control with the Adviser or its
successors; (b) uses the management structure described in the
application; and (c) complies with the terms and conditions of the
application (collectively, the ``Funds''). For purposes of the
requested order, ``successor'' is limited to an entity or entities
that result from a reorganization into another jurisdiction or a
change in the type of business organization. The only existing
registered open-end management investment company that currently
intends to rely on the requested order is named as an applicant. If
the name of any Fund contains the name of a Subadviser (as defined
below), the name of the Adviser or the name of the entity
controlling, controlled by, or under common control with the Adviser
that serves as the primary adviser to the Fund will precede the name
of the Subadviser.
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    2. Under the terms of the Advisory Agreement, the Adviser provides
the Fund with overall management services and continuously reviews,
supervises and administers the Fund's investment program, subject to
the supervision of, and policies established by, the Board. For the
investment management services it provides to the Fund, the Adviser
receives the fee specified in the Advisory Agreement from the Fund. The
Advisory Agreement also permits the Adviser, subject to the approval of
the Board and Fund shareholders, to enter into investment subadvisory
agreements (``Subadvisory Agreements'') with one or more subadvisers
(``Subadvisers''). The Adviser has entered into Subadvisory Agreements
with various Subadvisers to provide investment advisory services to the
Fund. Each Subadviser is, and every future Subadviser will be,
registered as an investment adviser under the Advisers Act. The Adviser
monitors and evaluates the Subadvisers and recommends to the Board
their hiring, retention or termination. Subadvisers recommended to the
Board by the Adviser are selected and approved by the Board, including
a majority of the Independent Trustees. Each Subadviser has
discretionary authority to invest the assets or a portion of the assets
of a particular Fund. The Adviser compensates each Subadviser out of
the fees paid to the Adviser under the Advisory Agreement.
    3. Applicants request an order to permit the Adviser, subject to
Board approval, to enter into and materially amend Subadvisory
Agreements without obtaining shareholder approval. The requested relief
will not extend to any Subadviser who is an affiliated person, as
defined in section 2(a)(3) of the Act, of the Trust or of the Adviser,
other than by reason of serving as a Subadviser to one or more Funds
(``Affiliated Subadviser'').
    4. Applicants also request an exemption from the various disclosure
provisions described below that may require the Funds to disclose fees
paid by the Adviser to each Subadviser. An exemption is requested to
permit the Trust to disclose for each Fund (as both a dollar amount and
as a percentage of the Fund's net assets): (a) The aggregate fees paid
to the Adviser and any Affiliated Subadviser; and (b) the aggregate
fees paid to Subadvisers other than Affiliated Subadvisers (``Aggregate
Fee Disclosure''). Any Fund that employs an Affiliated Subadviser will
provide separate disclosure of any fees paid to the Affiliated
Subadviser.

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
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 14(a)(3) of Form N-1A requires disclosure of
the method and amount of the investment adviser's compensation.
    3. Rule 20a-1 under the Act requires proxies solicited with respect
to an investment company to comply with Schedule 14A under the
Securities Exchange Act of 1934 (``1934 Act''). 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.
    4. Form N-SAR is the semi-annual report filed with the Commission
by registered investment companies. Item 48 of Form N-SAR requires
investment companies to disclose the rate schedule for fees paid to
their investment advisers, including the Subadvisers.
    5. Regulation S-X sets forth the requirements for financial
statements required to be included as part of investment company
registration statements and shareholder reports filed with the
Commission. Sections 6-07(2)(a), (b), and (c) of Regulation S-X require
that investment companies include in their financial statements
information about investment advisory fees.
    6. 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 their requested relief meets this standard
for the reasons discussed below.
    7. Applicants assert that the shareholders rely on the Adviser's
experience to select one or more Subadvisers best suited to achieve the
Fund's investment objectives. Applicants assert that, from the
perspective of the investor, the role of the Subadvisers is comparable
to that of the individual portfolio managers employed by traditional
investment company advisory firms. 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 section
15(a) of the Act and rule 18f-2 under the Act.
    8. Applicants assert that many Subadvisers use a ``posted'' rate
schedule to set their fees. Applicants state that while Subadvisers are
willing to negotiate fees that are lower than those posted on the
schedule, they are reluctant to do so where the fees are disclosed to
other prospective and existing customers. Applicants submit that the
requested relief will encourage potential Subadvisers to negotiate
lower subadvisory fees with the Adviser.

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
management structure described in the application. 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. Within 90 days of the hiring of any new Subadviser, the affected
Fund's shareholders will be furnished all information about the new
Subadviser that would be included in a proxy statement, except as
modified to permit Aggregate Fee Disclosure. This information will
include Aggregate Fee Disclosure and any change in such disclosure
caused by the addition of the new Subadviser. To meet this obligation,
a Fund will provide shareholders within 90 days of the hiring of a new
Subadviser with an information statement meeting the requirements of
Regulation 14C, Schedule 14C, and Item 22 of Schedule 14A under the
1934 Act, except as modified by the order to permit Aggregate Fee
Disclosure.
    4. The Adviser will not enter into a Subadvisory Agreement with any
Affiliated Subadviser 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 of new or additional
Independent Trustees will be placed within the discretion of the then-
existing Independent Trustees.
    6. When 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. 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. The Adviser will provide the Board, no less frequently than
quarterly, with information about the profitability of the Adviser on a
per-Fund basis. The information will reflect the impact on
profitability of the hiring or termination of any Subadviser during the
applicable quarter.
    9. Whenever a Subadviser is hired or terminated, the Adviser will
provide the Board with information showing the expected impact on the
profitability of the Adviser.
    10. The Adviser 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: (a) Set each Fund's overall investment
strategies; (b) evaluate, select and recommend Subadvisers to manage
all or part of a

Fund's assets; (c) when appropriate, allocate and reallocate a Fund's
assets among multiple 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.
    11. No trustee or officer of the Trust, or director 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 a publicly
traded company that is either a Subadviser or an entity that controls,
is controlled by, or is under common control with a Subadviser.
    12. Each Fund will disclose in its registration statement the
Aggregate Fee Disclosure.
    13. The requested order will expire on the effective date of rule
15a-5 under the Act, if adopted.

    For the Commission, by the Division of Investment Management,
under delegated authority.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E8-22507 Filed 9-24-08; 8:45 am]

BILLING CODE 8010-01-P


[Federal Register: January 16, 2007 (Volume 72, Number 9)]
[
Notices]
[Page 1713-1714]
[DOCID:fr16ja07-38]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. RP97-81-030]

Kinder Morgan Interstate Gas Transmission LLC; Notice of
Compliance Filing

January 8, 2007.
    Take notice that on January 4, 2007 Kinder Morgan Interstate Gas
Transmission LLC (KMIGT) tendered for filing as part of its FERC Gas
Tariff, Fourth Revised Volume No. 1-A, the following tariff sheet, to
be effective January 5, 2007:

Eighth Revised Sheet No. 4H; Sixth Revised Sheet No. 4I.

    KMIGT states that the above-referenced tariff sheets reflect an
amendment to a previously approved

negotiated rate contract. The tariff sheets are being filed pursuant to
Section 36 of KMIGT's FERC Gas Tariff Fourth Revised Volume No. 1-B,
and the procedures prescribed by the Commission in its December 31,
1996 ``Order Accepting Tariff Filing Subject to Conditions'' in Docket
No. RP97-81 (77 FERC ] 61,350) and the Commission's Letter Orders dated
March 28, 1997 and November 30, 2000 in Docket Nos. RP97-81-001 and
RP01-70-000, respectively.
    KMIGT states that a copy of this filing has been served upon all
parties to this proceeding, KMIGT's customers and affected state
commissions.
    Any person desiring to protest this filing must file in accordance
with Rule 211 of the Commission's Rules of Practice and Procedure (18
CFR 385.211). Protests to this filing will be considered by the
Commission in determining the appropriate action to be taken, but will
not serve to make protestants parties to the proceeding. Such protests
must be filed in accordance with the provisions of Section 154.210 of
the Commission's regulations (18 CFR 154.210). Anyone filing a protest
must serve a copy of that document on all the parties to the
proceeding.
    The Commission encourages electronic submission of protests in lieu
of paper using the ``eFiling'' link at http://www.ferc.gov. Persons

unable to file electronically should submit an original and 14 copies
of the protest to the Federal Energy Regulatory Commission, 888 First
Street, NE., Washington, DC 20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive email
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail

<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.

Magalie R. Salas,
Secretary.
[FR Doc. E7-441 Filed 1-12-07; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 79, Number 227 (Tuesday, November 25, 2014)]
[Notices]
[Page 70172]
[FR Doc No: 2014-27905]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #2

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER13-97-005
    Applicants: Black Hills/Colorado Electric Utility Company, LP
    Description: Compliance filing per 35: Order No. 1000 OATT Third
Regional Compliance Filing to be effective 1/1/2015.
    Filed Date: 11/17/14
    Accession Number: 20141117-5257
    Comments Due: 5 p.m. ET 12/8/14

    Docket Numbers: ER14-1183-001
    Applicants: Southwestern Electric Power Company
    Description: Compliance filing per 35: SWEPCO-TexLa PSA Amendment
SPP IM Compliance to be effective 3/1/2014.
    Filed Date: 11/18/14
    Accession Number: 20141118-5146
    Comments Due: 5 p.m. ET 12/9/14

    Docket Numbers: ER14-1184-001
    Applicants: Southwestern Electric Power Company
    Description: Compliance filing per 35: SWEPCO-ETEC PSA Amendment
SPP IM Compliance to be effective 3/1/2014.
    Filed Date: 11/18/14
    Accession Number: 20141118-5147
    Comments Due: 5 p.m. ET 12/9/14

    Docket Numbers: ER14-1185-001
    Applicants: Southwestern Electric Power Company
    Description: Compliance filing per 35: SWEPCO-NTEC PSA Amendment
SPP IM Compliance to be effective 3/1/2014.
    Filed Date: 11/18/14
    Accession Number: 20141118-5148
    Comments Due: 5 p.m. ET 12/9/14

    Docket Numbers: ER14-1186-001
    Applicants: Southwestern Electric Power Company
    Description: Compliance filing per 35: SWEPCO-TexLa ERCOT PSA
Amendment SPP IM Compliance to be effective 3/1/2014.
    Filed Date: 11/18/14
    Accession Number: 20141118-5149
    Comments Due: 5 p.m. ET 12/9/14

    Docket Numbers: ER14-1187-001
    Applicants: Southwestern Electric Power Company
    Description: Compliance filing per 35: SWEPCO-ETC NTEC PSA
Amendment SPP IM Compliance to be effective 3/1/2014.
    Filed Date: 11/18/14
    Accession Number: 20141118-5150
    Comments Due: 5 p.m. ET 12/9/14

    Docket Numbers: ER14-1402-001
    Applicants: Southwestern Electric Power Company
    Description: Compliance filing per 35: SWEPCO-Rayburn PSA Amendment
SPP IM Compliance to be effective 3/1/2014.
    Filed Date: 11/18/14
    Accession Number: 20141118-5152
    Comments Due: 5 p.m. ET 12/9/14

    Docket Numbers: ER14-2137-001
    Applicants: Southwestern Electric Power Company
    Description: Compliance filing per 35: SWEPCO-Minden PSA Amendment
SPP IM Compliance to be effective 3/1/2014.
    Filed Date: 11/18/14
    Accession Number: 20141118-5151
    Comments Due: 5 p.m. ET 12/9/14

    Docket Numbers: ER14-2983-001
    Applicants: Idaho Power Company
    Description: Tariff Amendment per 35.17(b): Supplemental Filing to
First Revised BPA PF and OTEC NITSAs to be effective 10/1/2014.
    Filed Date: 11/18/14
    Accession Number: 20141118-5123
    Comments Due: 5 p.m. ET 12/9/14

    Docket Numbers: ER15-72-001
    Applicants: Southwest Power Pool, Inc.
    Description: Tariff Amendment per 35.17(b): 1976R3 Substitute Kaw
Valley Electric Cooperative, Inc. NITSA and NOA to be effective 8/1/
2014.
    Filed Date: 11/18/14
    Accession Number: 20141118-5088
    Comments Due: 5 p.m. ET 12/9/14

    Docket Numbers: ER15-77-001
    Applicants: Southwest Power Pool, Inc.
    Description: Tariff Amendment per 35.17(b): 2041R3 Substitute
Kansas City Board of Public Utilities PTP to be effective 8/1/2014.
    Filed Date: 11/18/14
    Accession Number: 20141118-5130
    Comments Due: 5 p.m. ET 12/9/14

    The filings are accessible in the Commission's eLibrary system by
clicking on the links or querying the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: November 18, 2014.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2014-27905 Filed 11-24-14; 8:45 am]
BILLING CODE 6717-01-P