William Blair & Company, L.L.C. and William Blair Funds.; Notice of Application, 72413-72416 [2012-29318]
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Federal Register / Vol. 77, No. 234 / Wednesday, December 5, 2012 / Notices
in Docket No. CP2010–95) as the
baseline agreement for purposes of
determining the functional equivalence
of the instant Agreement.3 Id. at 3. It
asserts that the instant Agreement fits
within applicable Mail Classification
Schedule language and addresses
functional equivalency with the
baseline agreement, including similarity
of cost characteristics. Id. at 3–7. The
Postal Service also identifies differences
between the two contracts, such as the
deletion of an article, the addition of an
article, revisions to articles as a result of
negotiations, and the term, but asserts
that these differences do not detract
from a finding of functional
equivalency. Id. at 5–6.
III. Commission Action
Notice of establishment of docket. The
Commission establishes Docket No.
CP2013–22 for consideration of matters
raised by the Notice. The Commission
appoints Allison J. Levy to serve as
Public Representative in this docket.
Interested persons may submit
comments on whether the Postal
Service’s filing in the captioned docket
is consistent with the policies of 39
U.S.C. 3632 and 3633 and the
requirements of 39 CFR part 3015.
Comments are due no later than
December 10, 2012. The public portions
of this filing can be accessed via the
Commission’s Web site (https://
www.prc.gov). Information on obtaining
access to sealed material appears in 39
CFR part 3007.
IV. Ordering Paragraphs
It is ordered:
1. The Commission establishes Docket
No. CP2013–22 for consideration of
matters raised by the Postal Service’s
November 28, 2012 Notice.
2. Pursuant to 39 U.S.C. 505, Allison
J. Levy is appointed to serve as an
officer of the Commission (Public
Representative) to represent the
interests of the general public in this
proceeding.
3. Comments by interested persons in
this proceeding are due no later than
December 10, 2012.
4. The Secretary shall arrange for
publication of this Order in the Federal
Register.
By the Commission.
Ruth Ann Abrams,
Acting Secretary.
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[FR Doc. 2012–29287 Filed 12–4–12; 8:45 am]
BILLING CODE 7710–FW–P
3 The Postal Service identifies Governors’
Decision No. 10–3 as the enabling Governors’
Decision. Id. at 5. The status of the TNT Agreement
as the baseline agreement was confirmed in Order
No. 840, issued September 7, 2011.
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SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
30285; 812–13871]
William Blair & Company, L.L.C. and
William Blair Funds.; Notice of
Application
November 29, 2012.
Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’).
ACTION: Notice of application for an
order under sections 6(c) and 17(b) of
the Investment Company Act of 1940
(‘‘Act’’) for exemptions from section
17(a) of the Act, and under section 17(d)
of the Act and rule 17d–1 thereunder to
permit certain joint transactions.
AGENCY:
Applicants
requests an order to permit certain
registered open-end management
investment companies or series thereof
that are advised by William Blair &
Company, L.L.C. (‘‘William Blair’’) to
invest in a private investment vehicle
established by William Blair to invest in
China A shares.
APPLICANTS: William Blair and William
Blair Funds (the ‘‘Trust’’).
FILING DATES: The application was filed
on February 22, 2011, and amended on
August 26, 2011, June 15, 2012, and
November 19, 2012. 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 December 20, 2012, 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: Elizabeth M. Murphy,
Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
Applicants: Richard W. Smirl, William
Blair & Company, L.L.C., 222 West
Adams Street, Chicago, IL 60606.
FOR FURTHER INFORMATION CONTACT: Jaea
F. Hahn, Senior Counsel, at (202) 942–
SUMMARY OF APPLICATION:
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72413
0614, or Jennifer L. Sawin, Branch
Chief, at (202) 551–6821 (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 via the Commission’s
Web site by searching for the file
number, or an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants’ Representations
1. The Trust, a Delaware statutory
trust, is registered under Act as an openend management investment company.
One existing series of the Trust, the
Emerging Markets Growth Fund (the
‘‘Initial Fund)’’ 1 currently desires to
purchase and redeem interests
(‘‘Interests’’) of separately identified
series of the William Blair China AShare Fund, which will rely on the
exemptions from registration under the
Act provided by section 3(c)(1) and/or
3(c)(7) of the Act (the ‘‘A Share Fund,’’
and each separate series of the A Share
Fund an ‘‘A Share Fund Series’’).2
2. William Blair is registered as an
investment adviser under the
Investment Advisers Act of 1940
(‘‘Advisers Act’’). William Blair serves
as investment adviser to the Initial Fund
pursuant to an investment advisory
agreement between William Blair and
the Trust, on behalf of the Initial Fund
(the ‘‘Advisory Agreement’’). As the
Initial Fund’s investment adviser,
William Blair is responsible for making
investment decisions for the Initial
Fund and administering the business
and affairs of the Initial Fund, subject to
the oversight of the Board of Trustees of
the Trust (‘‘Board’’), at least a majority
of whose members are not considered
‘‘interested persons’’ of the Initial Fund
1 The Initial Fund currently anticipates investing
in the A Share Fund Series, although final
investment decisions will be made in light of the
amount of quota available, account eligibility and
then-current market conditions at the time of
investment.
2 Each entity that currently intends to rely on the
requested relief has been named as an applicant.
Any current or future series of the Trust and any
other existing or future registered open-end
management investment company or series thereof
for which William Blair, or any person controlling,
controlled by, or under common control with
William Blair, or its or their successors (a ‘‘William
Blair Affiliate’’) acts as an investment adviser that
may rely on the requested relief in the future is a
‘‘Future Fund’’ (together with the Initial Fund, the
‘‘Funds’’). For purposes of the requested order,
‘‘successor’’ is limited to an entity that results from
reorganization into another jurisdiction or a change
in the type of business organization. Each Fund or
other entity that may rely on the requested relief in
the future will do so only in accordance with the
terms and conditions of the requested order.
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as defined in Section 2(a)(19)
(‘‘Independent Trustees’’). Under the
terms of the Advisory Agreement,
William Blair is entitled to receive
monthly management fees from the
Initial Fund at a specified annual rate.
William Blair also manages or will
manage separate accounts, collective
investment trusts and funds registered
in other jurisdictions, and may organize
private pooled investment vehicles in
the future (together, ‘‘Other Accounts’’).
These Other Accounts may have similar
investment objectives and strategies as
the Funds, and may invest in A Share
Fund Series along with one or more
Funds.
3. Applicants state that a significant
majority of publicly traded Chinese
companies list their shares on one or
more of three stock exchanges—the
Shanghai, Shenzhen and Hong Kong
Stock Exchanges. The Shanghai and
Shenzhen exchanges are located in
mainland China and there are two
categories of stock that are listed on
these exchanges: China ‘‘A Shares’’
which trade in the currency of China,
the renminbi, and ‘‘B Shares’’ which
trade in foreign currencies. ‘‘H Shares’’
and ‘‘red chip’’ shares are listed and
traded on the Hong Kong Stock
Exchange.3 Applicants state that far
fewer Chinese companies have listed
their shares as H Shares or red chips.
4. The Initial Fund currently invests
in China through ‘‘H Shares’’ or ‘‘red
chip’’ stocks. Applicants state that for a
variety of reasons, China A Shares are
a more attractive means to invest in
Chinese companies, than H Shares red
chip stocks or China B Shares.
Applicants state that, while it is not
practical or economical for Funds or
Other Accounts to invest directly in
China A Shares, a pooled investment
vehicle would allow the Funds and
Other Accounts to gain focused
exposure to China A Shares.4
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3H
Shares are shares of companies incorporated
in mainland China, listed on the Hong Kong Stock
Exchange and traded in Hong Kong dollars. ‘‘Red
chip’’ shares are listed and traded on the Hong
Kong Stock Exchange, issued by companies based
in mainland China but incorporated outside of
mainland China.
4 Applicants state that until 2002, the Chinese
government restricted investment in China A
Shares to domestic (i.e., Chinese) investors. Since
2002, the Chinese Government has permitted
certain non-Chinese investors to invest in China A
Shares, but to do so, a foreign investor must apply
for, and receive a license as a Qualified Foreign
Institutional Investor or ‘‘QFII’’ and be allotted a
quota, representing the amount in renminbi of
China A Shares that the investor may purchase.
William Blair has received a QFII license and was
granted a quota of US$100 million so that it can
invest in China A Shares on behalf of the Funds and
Other Accounts. As described more fully in the
application, individual applications on behalf of
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Applicants represent that the A Share
Fund will be the entity that invests in
and holds China A Shares; the A Share
Fund was named as the investing
vehicle in William Blair’s application to
obtain a license to invest in China.
Interests in the A Share Fund will be
sold only to the Funds and the Other
Accounts.
5. The A Share Fund has filed a
Certificate of Formation, to be effective
as of December 17, 2012, and will be
organized as a Delaware limited liability
company, with William Blair, or a
William Blair Affiliate, as its managing
member. The A Share Fund will not
have a board of directors or trustees.
The A Share Fund may establish one or
more separately identified A Share
Fund Series, and a Fund or Other
Account may invest in some or all of the
different A Share Fund Series.5 Each A
Share Fund Series will have its own
portfolio manager or portfolio
management team at William Blair who
will be responsible for selecting
particular China A Shares for
investment by that A Share Fund Series.
Each Fund or Other Account investing
in an A Share Fund Series will hold
Interests which will represent a
proportionate share of the A Share Fund
Series’ net assets and a proportionate
claim on the A Share Fund Series’ net
income. Interests in an A Share Fund
Series used by the Funds will be valued
daily in accordance with the Funds’
valuation procedures and in accordance
with section 2(a)(41) of the Act. Each
Interest would have the same rights as
any other Interest, and the A Share
Fund Series would not issue preferred
interests.
6. William Blair will not charge
advisory fees to A Share Fund Series
used by the Funds. William Blair will,
however be entitled to receive
applicable advisory fees from the Funds
or Other Accounts. Expenses of the A
Share Fund Series will be charged to the
A Share Fund Series as a whole and
accrue on a daily basis.6 The A Share
Fund’s books and those of the A Share
Fund Series will be accounted for under
standard accounting principles and in
accordance with U.S. Generally
Accepted Accounting Principles
(‘‘GAAP’’), and they will be audited
each Fund or Other Account would generally not
be practical or feasible.
5 Applicants state that initially, one A Share Fund
Series is contemplated but in the future, additional
A Share Fund Series may be established for
different types of investors or to invest in different
companies based generally on the particular
characteristics of those companies.
6 Expenses of the A Share Fund Series will
include basic fees and expenses of service
providers, such as the administrator, accountant,
local custodian and legal counsel.
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annually by a nationally recognized and
PCAOB-registered audit firm in
accordance with U.S. Generally
Accepted Auditing Standards
(‘‘GAAS’’).7 The A Share Fund Series
used by the Funds will not lever
themselves through borrowing, but A
Share Fund Series used exclusively by
Other Accounts may use leverage.
7. A Fund’s decision to invest in an
A Share Fund Series will be made by a
Fund’s portfolio manager(s). Because of
the repatriation restrictions, investments
in China A Shares would be deemed
illiquid investments. Each Fund will, at
all times, limit its holdings in the A
Share Fund to no more than 15% of its
net assets. Applicants state that access
by the Funds and Other Accounts to the
quota (i.e., to China A Shares) through
the A Share Fund Series is a limited
opportunity and will be allocated in
accordance with William Blair’s Trade
Allocation Policy. Under William Blair’s
Trade Allocation Policy, if fewer
Interests are available than requested by
the portfolio managers of the Funds and
Other Accounts, Interests will generally
be allocated across participating
accounts on a pro rata basis according
to requested order size. Similarly, if
more than one Fund or Other Account
seeks to repatriate proceeds at or about
the same time, and Chinese regulations
limit the aggregate amount of proceeds
that may be repatriated at any given
time to a level below the aggregate
amount sought to be repatriated, the
requests by the applicable portfolio
manager(s) will be aggregated, if
received at or about the same time, and
proceeds available for repatriation will
be allocated pro rata among requesting
Funds and Other Accounts.8 William
Blair will not consider the potential
impact on the A Shares quota when
making investment decisions for the
Funds or Other Accounts.9
7 Applicants state that the GAAS standards
applicable to the audit of the A Share Fund would
be the same standards as those applicable to a
registered investment company. Further, applicants
state that GAAP would apply to both the A Share
Fund audit and a registered investment company
audit. Thus, applicants assert that critical
accounting policies governing security valuation,
accounting for investment transactions, recognition
of investment income and of expenses, and accrual
of expenses, which are often the critical policies
applicable to investment companies, would apply
in substantially the same manner for the audit of
the A Share Fund.
8 Applicants are not seeking comfort nor is the
Commission providing any opinion on whether the
Trade Allocation Policy meets the standards
applicable under the Act or the Advisers Act.
9 Applicants state that the Chinese authorities
may reduce or revoke a QFII’s quota if the QFII does
not invest the full amount of its quota over a phasein period, or, in certain cases, if it repatriates its
investments below the quota amount.
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8. Applicants request an order
pursuant to sections 6(c) and 17(b) of
the Act and pursuant to section 17(d) of
the Act and rule 17d-1 under the Act
solely to the extent necessary to permit:
(a) The Funds to purchase Interests of
the A Share Fund Series; (b) the A Share
Fund to sell Interests in its Series to the
Funds, and to redeem such shares held
by the Funds upon the demand of the
Funds; and (c) William Blair (or an
William Blair Affiliate) to provide
investment management services to the
Funds and A Share Fund.
Applicants’ Legal Analysis
1. Section 17(a) generally provides, in
part, that it is unlawful for any affiliated
person of a registered investment
company (‘‘first-tier affiliate’’), or any
affiliated person of such person
(‘‘second tier affiliate’’), acting as
principal, to sell or purchase any
security or other property to or from
such investment company. Section
2(a)(3) of the Act defines an ‘‘affiliated
person’’ of another person to include (a)
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; (b) any person 5% or more
of whose outstanding voting securities
are directly or indirectly owned,
controlled, or held with the power to
vote by the other person; and (c) any
person directly or indirectly controlling,
controlled by, or under common control
with the other person. Section 2(a)(9)
defines ‘‘control’’ to mean ‘‘the power to
exercise a controlling influence over the
management or policies of a company,
unless such power is solely the result of
an official position with such
company.’’
2. Applicants state that the Funds and
the A Share Fund are expected to be
affiliated persons under section 2(a)(3)
of the Act, because it is expected that
one or more Funds and Other Accounts
will own at least 5%, and potentially,
more than 25% of the Interests of the A
Share Fund or an A Share Fund Series.
While Interests of the A Share Fund
(and A Share Fund Series) will be nonvoting interests, a Fund or Other
Account could have power to exercise a
controlling influence over the
management or policies of the A Share
Fund or Series and be deemed an
affiliated person of the A Share Fund or
A Share Fund Series under section
2(a)(3)(C). In addition, William Blair is
the investment adviser to the Initial
Fund (and William Blair or a William
Blair Affiliate will be the investment
adviser to any Future Funds), and
William Blair or a William Blair
Affiliate will be the managing member
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of the A Share Fund. As a result, the A
Share Fund or A Share Fund Series may
be deemed to be under William Blair’s
control under section 2(a)(3)(C), such
that the A Share Fund may be deemed
an affiliated person of an affiliated
person of the Funds. If a Fund and the
A Share Fund are deemed affiliates of
each other, or even second-tier affiliates,
the sale of Interests of the A Share Fund
to the Fund, and the redemption of such
Interests by the Fund, would be
prohibited under section 17(a) of the
Act.
3. Section 17(b) of the Act authorizes
the Commission to grant an order
permitting a transaction otherwise
prohibited by section 17(a) if the terms
of the proposed transaction, including
the consideration to be paid or received,
are fair and reasonable and do not
involve overreaching on the part of any
person concerned, and the proposed
transaction is consistent with the
policies of each registered investment
company involved and with the general
purposes of the Act. Section 6(c) of the
Act permits the Commission to exempt
any person or transactions from any
provisions of 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 policy and
provisions of the Act.
4. Applicants submit that the
proposed arrangement satisfies the
standards for relief under sections 17(b)
and 6(c) of the Act. For the reasons
discussed below, Applicants submit that
the terms of the arrangement, including
the consideration to be paid, are fair and
reasonable and do not involve
overreaching on the part of any person
concerned, and that the proposed
transactions are consistent with the
policy of each registered investment
company concerned and with the
general purposes of the Act. Applicants
further submit that the Funds’
participation in the A Share Fund Series
will be 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.
5. Applicants state that each Fund
and Other Account will be treated
identically as a holder of Interest in the
A Share Fund Series, and each Fund
and Other Account will purchase and
sell Interests of a China A Share Fund
Series on the same terms and on the
same basis as each other Fund and
Other Account that invests in that A
Share Fund Series. Applicants note that
neither William Blair, nor a William
Blair Affiliate, will receive a fee for
advising any A Share Fund Series used
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by a Fund. The Funds, as holders of
Interests of the A Share Fund, will not
be subject to any sales load, redemption
fee, distribution fee or service fee.
Moreover, administrative fees will be
paid by the A Share Fund Series used
by the Funds to William Blair only upon
the determination by each Fund’s
Board, including a majority of
Independent Trustees, that the fees are
(i) for services in addition to, rather than
duplicative of, services rendered to the
Funds directly and (ii) fair and
reasonable in light of the usual and
customary charges imposed by others
for services of the same nature and
quality. Applicants argue that the fees
payable to the A Share Fund’s service
providers will be for distinct services,
and the costs of such fees will be
outweighed by opportunity to invest in
China A Shares.
6. Applicants propose that the Funds
be permitted to continue to engage in
certain purchase and sale cross
transactions in securities (‘‘Cross
Transactions’’) between a Fund or Other
Account seeking to implement a
portfolio strategy and another Fund or
Account seeking to raise or invest cash.
The Funds currently rely on rule 17a–
7 to engage in such Cross Transactions;
however, if one or more Funds or Other
Accounts were deemed to be second-tier
affiliates of each other by virtue of their
ownership or control affiliations with
the A Share Fund or an A Share Fund
Series, the Funds may not be entitled to
rely on rule 17a–7 because they would
no longer be affiliated solely for the
reasons permitted by the Rule.
7. Applicants assert that the potential
affiliations created by the A Share Fund
Series structure do not affect the other
protections provided by the rule,
including the integrity of the pricing
mechanism employed, and oversight by
each Fund’s Board. Applicants
represent that the Funds and Other
Accounts will comply with the
requirements set forth in rule 17a–(7)(a)
through (g). Applicants thus believe that
Cross Transactions will be reasonable
and fair, and will not involve
overreaching, and will be consistent
with the purposes of the Act and the
investment policy of each Fund.
8. Section 17(d) of the Act and rule
17d–1 under the Act generally prohibit
joint transactions involving registered
investment companies and their
affiliates unless the Commission has
approved the transaction. In considering
whether to approve a joint transaction
under rule 17d–1, the Commission
considers whether the proposed
transaction is consistent with the
provisions, policies, and purposes of the
Act, and the extent to which the
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participation of the investment
companies is on a basis different from
or less advantageous than that of the
other participants. Applicant states that
the Funds and the Other Accounts (by
purchasing Interests of the A Share
Funds), William Blair (by managing the
portfolio securities of the A Share Fund
and the Funds at the same time that the
Funds are invested in Interests of the A
Share Fund), and the A Share Fund (by
selling its Interests to, and redeeming its
Interests from, the Funds), could be
deemed to be participants in a joint
enterprise or arrangement within the
meaning of section 17(d) and rule 17d–
1.
9. Applicants request an order
pursuant to section 17(d) and rule 17d–
1 to permit the proposed transactions
with the A Share Fund. Applicants
submit that the investment by the Funds
in the A Share Fund on the basis
proposed is consistent with the
provisions, policies and purposes of the
Act, and that each Fund will invest in
Interests of the A Share Fund on the
same basis as any other shareholder (i.e.,
the other Funds and Other Accounts).
Applicants further state that William
Blair will take reasonable steps to make
sure that allocations among the Funds
and Other Accounts are fair and
equitable. Allocations of China A Shares
to different A Share Fund Series, and
allocations of opportunities to invest in
the A Share Fund Series, by Funds and
Other Accounts, will be subject to
William Blair’s Trade Allocation Policy,
under the supervision of William Blair’s
and the Funds’ CCO, and compliance
with William Blair’s Trade Allocation
Policy will be overseen by the Funds’
Board.
Applicants’ Conditions
Applicants agree that any order
granting the requested relief shall be
subject to the following conditions:
1. The Funds’ investment in Interests
of the A Share Fund will be undertaken
only in accordance with the Funds’
stated investment restrictions and will
be consistent with their stated
investment policies.
2. William Blair and its affiliated
persons will receive no advisory fee
from the A Share Fund in connection
with the Funds’ investment in the A
Share Fund. William Blair and its
affiliated persons will receive no
commissions, fees, or other
compensation from a Fund or the A
Share Fund in connection with the
purchase or redemption by the Funds of
shares in the A Share Fund. Interests of
the A Share Fund will not be subject to
a sales load, redemption fee,
distribution fee or service fee.
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3. Administrative fees will be paid by
the A Share Fund Series used by the
Funds to William Blair or a William
Blair Affiliate only upon a
determination by each Fund’s Board,
including a majority of its Independent
Trustees, that the fees are (i) for services
in addition to, rather than duplicative
of, services rendered to the Funds
directly, and (ii) fair and reasonable in
light of the usual and customary charges
imposed by others for services of the
same nature and quality. If such
determination is not made by a Fund’s
Board, William Blair will reimburse to
that Fund the amount of any
administrative fee borne by that Fund as
an investor in the A Share Fund.
4. Each Fund will, at all times, limit
its holdings in the A Share Fund to no
more than 15% of its assets.
5. Each Fund’s Board, including a
majority of the Independent Trustees,
will determine initially and no less
frequently than annually that the Fund’s
investments in the A Share Fund are,
and continue to be, in the best interests
of the Fund and the Fund’s
shareholders.
6. William Blair will make the
accounts, books and other records of the
A Share Fund available for inspection
by the Commission staff and, if
requested, to furnish copies of those
records to the Commission staff.
7. The A Share Fund will comply
with the requirements of the following
sections of the Act, except as noted
below: Sections 9, 12, 13, 17(a) (except
insofar as relief is provided by the
Order), 17(d) (except insofar as relief is
provided by the Order), 17(e), 17(f),
17(h), 18, 21 and 36–53 of the Act and
rule 22c–1 under the Act as if the A
Share Fund were an open-end
management investment company
registered under the Act. In addition,
the A Share Fund will comply with the
requirements of the rules under section
17(f) and 17(g) of the Act. This
condition 7 will apply only to A Share
Fund Series in which a Fund has
invested; this condition 7 will not apply
to A Share Fund Series invested in
exclusively by Other Accounts except
insofar as necessary for the A Share
Fund Series invested in by a Fund to
comply with this condition. William
Blair will adopt procedures designed to
ensure that the A Share Fund complies
with the aforementioned sections of the
Act and rules under the Act. William
Blair will periodically review and
periodically update as appropriate such
procedures and will maintain books and
records describing such procedures, and
maintain the records required by rules
31a–1(b)(1), 31a–1(b)(2)(ii) and 31a–
1(b)(9) under the Act. In addition, in
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connection with the review required by
condition 5 above, William Blair will
provide annually to each Fund’s Board
a written report about William Blair’s
and the A Share Fund’s compliance
with this condition. All books and
records required to be made pursuant to
this condition will be maintained and
preserved for a period of not less than
six years from the end of the fiscal year
in which any transaction occurred, the
first two years in an easily accessible
place, and will be subject to
examination by the SEC and its staff.
8. To engage in Cross Transactions,
the Funds will comply with rule 17a–
7 under the Act in all respects other
than the requirement that the parties to
the transaction be affiliated persons (or
affiliated persons of affiliated persons)
of each other solely by reason of having
a common investment adviser or
investment advisers which are affiliated
persons of each other, common officers,
and/or common directors, solely
because a Fund and Other Account
might become affiliated persons within
the meaning of section 2(a)(3)(A), (B) or
(C) of the Act because of their
investments in the A Share Fund.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–29318 Filed 12–4–12; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
30284; 812–14023]
Foreside Advisor Services, LLC, et al.;
Notice of Application
November 29, 2012.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice of an application for an
order under section 6(c) of the
Investment Company Act of 1940
(‘‘Act’’) for an exemption from sections
2(a)(32), 5(a)(1), 22(d) and 22(e) of the
Act and rule 22c–1 under the Act, and
under sections 6(c) and 17(b) of the Act
for an exemption from sections 17(a)(1)
and (2) of the Act, and under section
12(d)(1)(J) for an exemption from
sections 12(d)(1)(A) and (B) of the Act.
AGENCY:
Foreside Advisor Services,
LLC (‘‘FAS’’), Foreside ETF Trust (the
‘‘Trust’’) and Foreside Fund Services,
LLC (‘‘Distributor’’).
SUMMARY OF APPLICATION: Applicants
request an order that permits: (a) Certain
APPLICANTS:
E:\FR\FM\05DEN1.SGM
05DEN1
]]>Agencies
[Federal Register Volume 77, Number 234 (Wednesday, December 5, 2012)]
[Notices]
[Pages 72413-72416]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-29318]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 30285; 812-13871]
William Blair & Company, L.L.C. and William Blair Funds.; Notice
of Application
November 29, 2012.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').
ACTION: Notice of application for an order under sections 6(c) and
17(b) of the Investment Company Act of 1940 (``Act'') for exemptions
from section 17(a) of the Act, and under section 17(d) of the Act and
rule 17d-1 thereunder to permit certain joint transactions.
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Summary of Application: Applicants requests an order to permit certain
registered open-end management investment companies or series thereof
that are advised by William Blair & Company, L.L.C. (``William Blair'')
to invest in a private investment vehicle established by William Blair
to invest in China A shares.
Applicants: William Blair and William Blair Funds (the ``Trust'').
Filing Dates: The application was filed on February 22, 2011, and
amended on August 26, 2011, June 15, 2012, and November 19, 2012.
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 December 20, 2012, 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: Elizabeth M. Murphy, Secretary, U.S. Securities and Exchange
Commission, 100 F Street NE., Washington, DC 20549-1090. Applicants:
Richard W. Smirl, William Blair & Company, L.L.C., 222 West Adams
Street, Chicago, IL 60606.
FOR FURTHER INFORMATION CONTACT: Jaea F. Hahn, Senior Counsel, at (202)
942-0614, or Jennifer L. Sawin, Branch Chief, at (202) 551-6821
(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 via the
Commission's Web site by searching for the file number, or an applicant
using the Company name box, at https://www.sec.gov/search/search.htm or
by calling (202) 551-8090.
Applicants' Representations
1. The Trust, a Delaware statutory trust, is registered under Act
as an open-end management investment company. One existing series of
the Trust, the Emerging Markets Growth Fund (the ``Initial Fund)'' \1\
currently desires to purchase and redeem interests (``Interests'') of
separately identified series of the William Blair China A-Share Fund,
which will rely on the exemptions from registration under the Act
provided by section 3(c)(1) and/or 3(c)(7) of the Act (the ``A Share
Fund,'' and each separate series of the A Share Fund an ``A Share Fund
Series'').\2\
---------------------------------------------------------------------------
\1\ The Initial Fund currently anticipates investing in the A
Share Fund Series, although final investment decisions will be made
in light of the amount of quota available, account eligibility and
then-current market conditions at the time of investment.
\2\ Each entity that currently intends to rely on the requested
relief has been named as an applicant. Any current or future series
of the Trust and any other existing or future registered open-end
management investment company or series thereof for which William
Blair, or any person controlling, controlled by, or under common
control with William Blair, or its or their successors (a ``William
Blair Affiliate'') acts as an investment adviser that may rely on
the requested relief in the future is a ``Future Fund'' (together
with the Initial Fund, the ``Funds''). For purposes of the requested
order, ``successor'' is limited to an entity that results from
reorganization into another jurisdiction or a change in the type of
business organization. Each Fund or other entity that may rely on
the requested relief in the future will do so only in accordance
with the terms and conditions of the requested order.
---------------------------------------------------------------------------
2. William Blair is registered as an investment adviser under the
Investment Advisers Act of 1940 (``Advisers Act''). William Blair
serves as investment adviser to the Initial Fund pursuant to an
investment advisory agreement between William Blair and the Trust, on
behalf of the Initial Fund (the ``Advisory Agreement''). As the Initial
Fund's investment adviser, William Blair is responsible for making
investment decisions for the Initial Fund and administering the
business and affairs of the Initial Fund, subject to the oversight of
the Board of Trustees of the Trust (``Board''), at least a majority of
whose members are not considered ``interested persons'' of the Initial
Fund
[[Page 72414]]
as defined in Section 2(a)(19) (``Independent Trustees''). Under the
terms of the Advisory Agreement, William Blair is entitled to receive
monthly management fees from the Initial Fund at a specified annual
rate. William Blair also manages or will manage separate accounts,
collective investment trusts and funds registered in other
jurisdictions, and may organize private pooled investment vehicles in
the future (together, ``Other Accounts''). These Other Accounts may
have similar investment objectives and strategies as the Funds, and may
invest in A Share Fund Series along with one or more Funds.
3. Applicants state that a significant majority of publicly traded
Chinese companies list their shares on one or more of three stock
exchanges--the Shanghai, Shenzhen and Hong Kong Stock Exchanges. The
Shanghai and Shenzhen exchanges are located in mainland China and there
are two categories of stock that are listed on these exchanges: China
``A Shares'' which trade in the currency of China, the renminbi, and
``B Shares'' which trade in foreign currencies. ``H Shares'' and ``red
chip'' shares are listed and traded on the Hong Kong Stock Exchange.\3\
Applicants state that far fewer Chinese companies have listed their
shares as H Shares or red chips.
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\3\ H Shares are shares of companies incorporated in mainland
China, listed on the Hong Kong Stock Exchange and traded in Hong
Kong dollars. ``Red chip'' shares are listed and traded on the Hong
Kong Stock Exchange, issued by companies based in mainland China but
incorporated outside of mainland China.
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4. The Initial Fund currently invests in China through ``H Shares''
or ``red chip'' stocks. Applicants state that for a variety of reasons,
China A Shares are a more attractive means to invest in Chinese
companies, than H Shares red chip stocks or China B Shares. Applicants
state that, while it is not practical or economical for Funds or Other
Accounts to invest directly in China A Shares, a pooled investment
vehicle would allow the Funds and Other Accounts to gain focused
exposure to China A Shares.\4\ Applicants represent that the A Share
Fund will be the entity that invests in and holds China A Shares; the A
Share Fund was named as the investing vehicle in William Blair's
application to obtain a license to invest in China. Interests in the A
Share Fund will be sold only to the Funds and the Other Accounts.
---------------------------------------------------------------------------
\4\ Applicants state that until 2002, the Chinese government
restricted investment in China A Shares to domestic (i.e., Chinese)
investors. Since 2002, the Chinese Government has permitted certain
non-Chinese investors to invest in China A Shares, but to do so, a
foreign investor must apply for, and receive a license as a
Qualified Foreign Institutional Investor or ``QFII'' and be allotted
a quota, representing the amount in renminbi of China A Shares that
the investor may purchase. William Blair has received a QFII license
and was granted a quota of US$100 million so that it can invest in
China A Shares on behalf of the Funds and Other Accounts. As
described more fully in the application, individual applications on
behalf of each Fund or Other Account would generally not be
practical or feasible.
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5. The A Share Fund has filed a Certificate of Formation, to be
effective as of December 17, 2012, and will be organized as a Delaware
limited liability company, with William Blair, or a William Blair
Affiliate, as its managing member. The A Share Fund will not have a
board of directors or trustees. The A Share Fund may establish one or
more separately identified A Share Fund Series, and a Fund or Other
Account may invest in some or all of the different A Share Fund
Series.\5\ Each A Share Fund Series will have its own portfolio manager
or portfolio management team at William Blair who will be responsible
for selecting particular China A Shares for investment by that A Share
Fund Series. Each Fund or Other Account investing in an A Share Fund
Series will hold Interests which will represent a proportionate share
of the A Share Fund Series' net assets and a proportionate claim on the
A Share Fund Series' net income. Interests in an A Share Fund Series
used by the Funds will be valued daily in accordance with the Funds'
valuation procedures and in accordance with section 2(a)(41) of the
Act. Each Interest would have the same rights as any other Interest,
and the A Share Fund Series would not issue preferred interests.
---------------------------------------------------------------------------
\5\ Applicants state that initially, one A Share Fund Series is
contemplated but in the future, additional A Share Fund Series may
be established for different types of investors or to invest in
different companies based generally on the particular
characteristics of those companies.
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6. William Blair will not charge advisory fees to A Share Fund
Series used by the Funds. William Blair will, however be entitled to
receive applicable advisory fees from the Funds or Other Accounts.
Expenses of the A Share Fund Series will be charged to the A Share Fund
Series as a whole and accrue on a daily basis.\6\ The A Share Fund's
books and those of the A Share Fund Series will be accounted for under
standard accounting principles and in accordance with U.S. Generally
Accepted Accounting Principles (``GAAP''), and they will be audited
annually by a nationally recognized and PCAOB-registered audit firm in
accordance with U.S. Generally Accepted Auditing Standards
(``GAAS'').\7\ The A Share Fund Series used by the Funds will not lever
themselves through borrowing, but A Share Fund Series used exclusively
by Other Accounts may use leverage.
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\6\ Expenses of the A Share Fund Series will include basic fees
and expenses of service providers, such as the administrator,
accountant, local custodian and legal counsel.
\7\ Applicants state that the GAAS standards applicable to the
audit of the A Share Fund would be the same standards as those
applicable to a registered investment company. Further, applicants
state that GAAP would apply to both the A Share Fund audit and a
registered investment company audit. Thus, applicants assert that
critical accounting policies governing security valuation,
accounting for investment transactions, recognition of investment
income and of expenses, and accrual of expenses, which are often the
critical policies applicable to investment companies, would apply in
substantially the same manner for the audit of the A Share Fund.
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7. A Fund's decision to invest in an A Share Fund Series will be
made by a Fund's portfolio manager(s). Because of the repatriation
restrictions, investments in China A Shares would be deemed illiquid
investments. Each Fund will, at all times, limit its holdings in the A
Share Fund to no more than 15% of its net assets. Applicants state that
access by the Funds and Other Accounts to the quota (i.e., to China A
Shares) through the A Share Fund Series is a limited opportunity and
will be allocated in accordance with William Blair's Trade Allocation
Policy. Under William Blair's Trade Allocation Policy, if fewer
Interests are available than requested by the portfolio managers of the
Funds and Other Accounts, Interests will generally be allocated across
participating accounts on a pro rata basis according to requested order
size. Similarly, if more than one Fund or Other Account seeks to
repatriate proceeds at or about the same time, and Chinese regulations
limit the aggregate amount of proceeds that may be repatriated at any
given time to a level below the aggregate amount sought to be
repatriated, the requests by the applicable portfolio manager(s) will
be aggregated, if received at or about the same time, and proceeds
available for repatriation will be allocated pro rata among requesting
Funds and Other Accounts.\8\ William Blair will not consider the
potential impact on the A Shares quota when making investment decisions
for the Funds or Other Accounts.\9\
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\8\ Applicants are not seeking comfort nor is the Commission
providing any opinion on whether the Trade Allocation Policy meets
the standards applicable under the Act or the Advisers Act.
\9\ Applicants state that the Chinese authorities may reduce or
revoke a QFII's quota if the QFII does not invest the full amount of
its quota over a phase-in period, or, in certain cases, if it
repatriates its investments below the quota amount.
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[[Page 72415]]
8. Applicants request an order pursuant to sections 6(c) and 17(b)
of the Act and pursuant to section 17(d) of the Act and rule 17d-1
under the Act solely to the extent necessary to permit: (a) The Funds
to purchase Interests of the A Share Fund Series; (b) the A Share Fund
to sell Interests in its Series to the Funds, and to redeem such shares
held by the Funds upon the demand of the Funds; and (c) William Blair
(or an William Blair Affiliate) to provide investment management
services to the Funds and A Share Fund.
Applicants' Legal Analysis
1. Section 17(a) generally provides, in part, that it is unlawful
for any affiliated person of a registered investment company (``first-
tier affiliate''), or any affiliated person of such person (``second
tier affiliate''), acting as principal, to sell or purchase any
security or other property to or from such investment company. Section
2(a)(3) of the Act defines an ``affiliated person'' of another person
to include (a) 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; (b) any person 5% or more of whose
outstanding voting securities are directly or indirectly owned,
controlled, or held with the power to vote by the other person; and (c)
any person directly or indirectly controlling, controlled by, or under
common control with the other person. Section 2(a)(9) defines
``control'' to mean ``the power to exercise a controlling influence
over the management or policies of a company, unless such power is
solely the result of an official position with such company.''
2. Applicants state that the Funds and the A Share Fund are
expected to be affiliated persons under section 2(a)(3) of the Act,
because it is expected that one or more Funds and Other Accounts will
own at least 5%, and potentially, more than 25% of the Interests of the
A Share Fund or an A Share Fund Series. While Interests of the A Share
Fund (and A Share Fund Series) will be non-voting interests, a Fund or
Other Account could have power to exercise a controlling influence over
the management or policies of the A Share Fund or Series and be deemed
an affiliated person of the A Share Fund or A Share Fund Series under
section 2(a)(3)(C). In addition, William Blair is the investment
adviser to the Initial Fund (and William Blair or a William Blair
Affiliate will be the investment adviser to any Future Funds), and
William Blair or a William Blair Affiliate will be the managing member
of the A Share Fund. As a result, the A Share Fund or A Share Fund
Series may be deemed to be under William Blair's control under section
2(a)(3)(C), such that the A Share Fund may be deemed an affiliated
person of an affiliated person of the Funds. If a Fund and the A Share
Fund are deemed affiliates of each other, or even second-tier
affiliates, the sale of Interests of the A Share Fund to the Fund, and
the redemption of such Interests by the Fund, would be prohibited under
section 17(a) of the Act.
3. Section 17(b) of the Act authorizes the Commission to grant an
order permitting a transaction otherwise prohibited by section 17(a) if
the terms of the proposed transaction, including the consideration to
be paid or received, are fair and reasonable and do not involve
overreaching on the part of any person concerned, and the proposed
transaction is consistent with the policies of each registered
investment company involved and with the general purposes of the Act.
Section 6(c) of the Act permits the Commission to exempt any person or
transactions from any provisions of 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 policy
and provisions of the Act.
4. Applicants submit that the proposed arrangement satisfies the
standards for relief under sections 17(b) and 6(c) of the Act. For the
reasons discussed below, Applicants submit that the terms of the
arrangement, including the consideration to be paid, are fair and
reasonable and do not involve overreaching on the part of any person
concerned, and that the proposed transactions are consistent with the
policy of each registered investment company concerned and with the
general purposes of the Act. Applicants further submit that the Funds'
participation in the A Share Fund Series will be 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.
5. Applicants state that each Fund and Other Account will be
treated identically as a holder of Interest in the A Share Fund Series,
and each Fund and Other Account will purchase and sell Interests of a
China A Share Fund Series on the same terms and on the same basis as
each other Fund and Other Account that invests in that A Share Fund
Series. Applicants note that neither William Blair, nor a William Blair
Affiliate, will receive a fee for advising any A Share Fund Series used
by a Fund. The Funds, as holders of Interests of the A Share Fund, will
not be subject to any sales load, redemption fee, distribution fee or
service fee. Moreover, administrative fees will be paid by the A Share
Fund Series used by the Funds to William Blair only upon the
determination by each Fund's Board, including a majority of Independent
Trustees, that the fees are (i) for services in addition to, rather
than duplicative of, services rendered to the Funds directly and (ii)
fair and reasonable in light of the usual and customary charges imposed
by others for services of the same nature and quality. Applicants argue
that the fees payable to the A Share Fund's service providers will be
for distinct services, and the costs of such fees will be outweighed by
opportunity to invest in China A Shares.
6. Applicants propose that the Funds be permitted to continue to
engage in certain purchase and sale cross transactions in securities
(``Cross Transactions'') between a Fund or Other Account seeking to
implement a portfolio strategy and another Fund or Account seeking to
raise or invest cash. The Funds currently rely on rule 17a-7 to engage
in such Cross Transactions; however, if one or more Funds or Other
Accounts were deemed to be second-tier affiliates of each other by
virtue of their ownership or control affiliations with the A Share Fund
or an A Share Fund Series, the Funds may not be entitled to rely on
rule 17a-7 because they would no longer be affiliated solely for the
reasons permitted by the Rule.
7. Applicants assert that the potential affiliations created by the
A Share Fund Series structure do not affect the other protections
provided by the rule, including the integrity of the pricing mechanism
employed, and oversight by each Fund's Board. Applicants represent that
the Funds and Other Accounts will comply with the requirements set
forth in rule 17a-(7)(a) through (g). Applicants thus believe that
Cross Transactions will be reasonable and fair, and will not involve
overreaching, and will be consistent with the purposes of the Act and
the investment policy of each Fund.
8. Section 17(d) of the Act and rule 17d-1 under the Act generally
prohibit joint transactions involving registered investment companies
and their affiliates unless the Commission has approved the
transaction. In considering whether to approve a joint transaction
under rule 17d-1, the Commission considers whether the proposed
transaction is consistent with the provisions, policies, and purposes
of the Act, and the extent to which the
[[Page 72416]]
participation of the investment companies is on a basis different from
or less advantageous than that of the other participants. Applicant
states that the Funds and the Other Accounts (by purchasing Interests
of the A Share Funds), William Blair (by managing the portfolio
securities of the A Share Fund and the Funds at the same time that the
Funds are invested in Interests of the A Share Fund), and the A Share
Fund (by selling its Interests to, and redeeming its Interests from,
the Funds), could be deemed to be participants in a joint enterprise or
arrangement within the meaning of section 17(d) and rule 17d-1.
9. Applicants request an order pursuant to section 17(d) and rule
17d-1 to permit the proposed transactions with the A Share Fund.
Applicants submit that the investment by the Funds in the A Share Fund
on the basis proposed is consistent with the provisions, policies and
purposes of the Act, and that each Fund will invest in Interests of the
A Share Fund on the same basis as any other shareholder (i.e., the
other Funds and Other Accounts). Applicants further state that William
Blair will take reasonable steps to make sure that allocations among
the Funds and Other Accounts are fair and equitable. Allocations of
China A Shares to different A Share Fund Series, and allocations of
opportunities to invest in the A Share Fund Series, by Funds and Other
Accounts, will be subject to William Blair's Trade Allocation Policy,
under the supervision of William Blair's and the Funds' CCO, and
compliance with William Blair's Trade Allocation Policy will be
overseen by the Funds' Board.
Applicants' Conditions
Applicants agree that any order granting the requested relief shall
be subject to the following conditions:
1. The Funds' investment in Interests of the A Share Fund will be
undertaken only in accordance with the Funds' stated investment
restrictions and will be consistent with their stated investment
policies.
2. William Blair and its affiliated persons will receive no
advisory fee from the A Share Fund in connection with the Funds'
investment in the A Share Fund. William Blair and its affiliated
persons will receive no commissions, fees, or other compensation from a
Fund or the A Share Fund in connection with the purchase or redemption
by the Funds of shares in the A Share Fund. Interests of the A Share
Fund will not be subject to a sales load, redemption fee, distribution
fee or service fee.
3. Administrative fees will be paid by the A Share Fund Series used
by the Funds to William Blair or a William Blair Affiliate only upon a
determination by each Fund's Board, including a majority of its
Independent Trustees, that the fees are (i) for services in addition
to, rather than duplicative of, services rendered to the Funds
directly, and (ii) fair and reasonable in light of the usual and
customary charges imposed by others for services of the same nature and
quality. If such determination is not made by a Fund's Board, William
Blair will reimburse to that Fund the amount of any administrative fee
borne by that Fund as an investor in the A Share Fund.
4. Each Fund will, at all times, limit its holdings in the A Share
Fund to no more than 15% of its assets.
5. Each Fund's Board, including a majority of the Independent
Trustees, will determine initially and no less frequently than annually
that the Fund's investments in the A Share Fund are, and continue to
be, in the best interests of the Fund and the Fund's shareholders.
6. William Blair will make the accounts, books and other records of
the A Share Fund available for inspection by the Commission staff and,
if requested, to furnish copies of those records to the Commission
staff.
7. The A Share Fund will comply with the requirements of the
following sections of the Act, except as noted below: Sections 9, 12,
13, 17(a) (except insofar as relief is provided by the Order), 17(d)
(except insofar as relief is provided by the Order), 17(e), 17(f),
17(h), 18, 21 and 36-53 of the Act and rule 22c-1 under the Act as if
the A Share Fund were an open-end management investment company
registered under the Act. In addition, the A Share Fund will comply
with the requirements of the rules under section 17(f) and 17(g) of the
Act. This condition 7 will apply only to A Share Fund Series in which a
Fund has invested; this condition 7 will not apply to A Share Fund
Series invested in exclusively by Other Accounts except insofar as
necessary for the A Share Fund Series invested in by a Fund to comply
with this condition. William Blair will adopt procedures designed to
ensure that the A Share Fund complies with the aforementioned sections
of the Act and rules under the Act. William Blair will periodically
review and periodically update as appropriate such procedures and will
maintain books and records describing such procedures, and maintain the
records required by rules 31a-1(b)(1), 31a-1(b)(2)(ii) and 31a-1(b)(9)
under the Act. In addition, in connection with the review required by
condition 5 above, William Blair will provide annually to each Fund's
Board a written report about William Blair's and the A Share Fund's
compliance with this condition. All books and records required to be
made pursuant to this condition will be maintained and preserved for a
period of not less than six years from the end of the fiscal year in
which any transaction occurred, the first two years in an easily
accessible place, and will be subject to examination by the SEC and its
staff.
8. To engage in Cross Transactions, the Funds will comply with rule
17a-7 under the Act in all respects other than the requirement that the
parties to the transaction be affiliated persons (or affiliated persons
of affiliated persons) of each other solely by reason of having a
common investment adviser or investment advisers which are affiliated
persons of each other, common officers, and/or common directors, solely
because a Fund and Other Account might become affiliated persons within
the meaning of section 2(a)(3)(A), (B) or (C) of the Act because of
their investments in the A Share Fund.
For the Commission, by the Division of Investment Management,
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-29318 Filed 12-4-12; 8:45 am]
BILLING CODE 8011-01-P
