81 FR 2273 - Investment Managers Series Trust, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 10 (January 15, 2016)

Page Range		2273-2275
FR Document		2016-00662

Federal Register, Volume 81 Issue 10 (Friday, January 15, 2016)

[Federal Register Volume 81, Number 10 (Friday, January 15, 2016)]
[Notices]
[Pages 2273-2275]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-00662]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31954; 812-14478]


Investment Managers Series Trust, et al.; Notice of Application

January 11, 2016.
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 in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and Sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief

[[Page 2274]]

from the Disclosure Requirements as they relate to fees paid to the 
sub-advisers.

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Applicants: Investment Managers Series Trust (the ``Trust''), a 
Delaware statutory trust registered under the Act as an open-end 
management investment company with multiple series, on behalf of its 
series, the State Street/Ramius Managed Futures Strategy Fund (the 
``SS/R Fund''), Ramius Trading Strategies MF Ltd., a Cayman Islands 
corporation wholly owned by the SS/R Fund (the ``SS/R Subsidiary''), 
and Ramius Trading Strategies LLC, a Delaware limited liability company 
registered as an investment adviser under the Investment Advisers Act 
of 1940 (``Ramius'' or the ``Advisor,'' and, collectively with the 
Trust and the SS/R Subsidiary, the ``Applicants'').

DATES: Filing Dates: The application was filed June 3, 2015, and 
amended on September 10, 2015, November 3, 2015, December 18, 2015 and 
January 8, 2016.

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 February 5, 2016, and should be accompanied by proof of service 
on the applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Applicants: Gregory S. Rowland, 
Esq., Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 
10017.

FOR FURTHER INFORMATION CONTACT: Robert Shapiro, Senior Counsel, at 
(202) 551-7758, or Mary Kay Frech, Branch Chief, at (202) 551-6821 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Summary of the Application

    1. The Advisor will serve as the investment adviser to the Funds 
pursuant to an investment advisory agreement with the Trust (the 
``Advisory Agreement'').\1\ The Advisor will provide the Funds with 
continuous and comprehensive investment management services subject to 
the supervision of, and policies established by, each Fund's board of 
trustees (``Board''). The Advisory Agreement permits the Advisor, 
subject to the approval of the Board, to delegate to one or more sub-
advisers (each, a ``Subadvisor'' and collectively, the ``Subadvisors'') 
the responsibility to provide the day-to-day portfolio investment 
management of each Fund (either directly or through such Fund's direct 
or indirect wholly-owned subsidiary), subject to the supervision and 
direction of the Advisor. The primary responsibility for managing the 
Funds will remain vested in the Advisor. The Advisor will hire, 
evaluate, allocate assets to and oversee the Subadvisors, including 
determining whether a Subadvisor should be terminated, at all times 
subject to the authority of the Board.
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    \1\ Applicants request relief with respect to any existing and 
any future series of the Trust and any other registered open-end 
management company or series thereof that: (a) Is advised by Ramius 
or its successor or by a person controlling, controlled by, or under 
common control with Ramius or its successor (each, also an 
``Advisor''); (b) uses the manager of managers structure described 
in the application; and (c) complies with the terms and conditions 
of the application (any such series, including the SS/R Fund, a 
``Fund'' and collectively, the ``Funds''). For purposes of the 
requested order, ``successor'' is limited to an entity that results 
from a reorganization into another jurisdiction or a change in the 
type of business organization.
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    2. Each Fund may pursue its investment strategies by investing 
through a direct wholly-owned subsidiary (each such subsidiary, 
including the SS/R Subsidiary, a ``Subsidiary'') or an indirect wholly-
owned subsidiary (each, a ``Trading Entity'').\2\ Ramius has entered 
into an investment advisory agreement with the SS/R Subsidiary (the 
``SS/R Subsidiary Advisory Agreement''), and any future Subsidiary will 
enter into an investment advisory agreement with the respective Advisor 
(together with the SS/R Subsidiary Advisory Agreement, the ``Subsidiary 
Advisory Agreements'').\3\ The Subsidiary may pursue its investment 
strategy by investing some or all of its assets in wholly-owned Trading 
Entities managed by Trading Advisors and overseen by the Advisor. In 
all cases, an Advisor will be the entity providing general management 
services to each Fund, including overall supervisory responsibility for 
the general management and investment of the Fund's assets (either 
directly or through such Fund's Subsidiary or Trading Entities), and, 
subject to review and approval of the Board, will: (a) Set such Fund's 
(including its Subsidiary's and Trading Entities') overall investment 
strategies; (b) evaluate, select and recommend Subadvisors to manage 
all or a part of the Fund's assets (directly or through its Subsidiary 
and Trading Entities); (c) allocate and, when appropriate, reallocate 
the Fund's assets among one or more Subadvisors (including by 
allocating and reallocating assets between and among the Fund, the 
Subsidiary and the Trading Entities); (d) monitor and evaluate the 
performance of Subadvisors; and (e) implement procedures reasonably 
designed to ensure that the Subadvisors comply with the investment 
objective, policies and restrictions of the Subsidiary, Trading Entity 
and the Fund.
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    \2\ For purposes of the application, a Subadvisor to a Trading 
Entity is referred to as a ``Trading Advisor.''
    \3\ The SS/R Subsidiary Advisory Agreement has been, and any 
future Subsidiary Advisory Agreement will be, approved by the Board, 
including a majority of the trustees who are not ``interested 
persons'' (as defined in section 2(a)(19) of the Act) of the Trust 
or the Advisor, and the Fund's shareholders.
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    3. Applicants request an order exempting Applicants from section 
15(a) of the Act and rule 18f-2 thereunder to permit the Trust, on 
behalf of a Fund, and/or its Advisor, subject to the approval of the 
Board, to enter into and materially amend investment subadvisory 
agreements with Subadvisors (``Subadvisory Agreements'') without 
obtaining shareholder approval.\4\ Applicants also seek an exemption 
from the Disclosure Requirements to permit a Fund to disclose (as both 
a dollar amount and a percentage of the Fund's net assets): (a) The 
aggregate fees paid to the Advisor and any Excluded Subadvisor; and (b) 
the aggregate fees paid to Subadvisors other than Excluded Subadvisors

[[Page 2275]]

(collectively, ``Aggregate Fee Disclosure''). For any Fund that employs 
an Excluded Subadvisor, the Fund will provide separate disclosure of 
any fees paid to the Excluded Subadvisor.
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    \4\ The requested relief will not extend to (i) any sub-adviser 
who is an affiliated person, as defined in section 2(a)(3) of the 
Act, of a Fund, the Trust or the Advisor, other than by reason of 
serving as a sub-adviser to one or more Funds (or the Subsidiary or 
Trading Entity) or as an investment adviser or sub-adviser to any 
series of the Trust other than the Funds (``Affiliated 
Subadvisor''), or (ii) to SSGA Funds Management, Inc., a non-
affiliated sub-adviser of the SS/R Fund, which manages a portion of 
the assets of the SS/R Fund and provides services to Ramius with 
respect to selecting, monitoring, evaluating and allocating assets 
among the other Subadvisors of the SS/R Fund (collectively with any 
Affiliated Subadvisor, ``Excluded Subadvisors'').
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    4. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Fund shareholders and notification about sub-
advisory changes and enhanced Board oversight to protect the interests 
of the Funds' shareholders.
    5. 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 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Advisory 
Agreements will remain subject to shareholder approval, while the role 
of the Subadvisors is substantially similar to that of individual 
portfolio managers, so that requiring shareholder approval of 
Subadvisory Agreements would impose unnecessary delays and expenses on 
the Funds. Applicants believe that the requested relief from the 
Disclosure Requirements meets this standard because it will improve the 
Advisor's ability to negotiate fees paid to the Subadvisors that are 
more advantageous for the Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-00662 Filed 1-14-16; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices 2273

maintained by allowing member III. Date of Effectiveness of the submission, all subsequent
organizations to test their systems prior Proposed Rule Change and Timing for amendments, all written statements
to connecting to the live trading Commission Action with respect to the proposed rule
environment, and to provide backup Because the foregoing proposed rule change that are filed with the
connectivity in the event of a failure or change does not: (i) Significantly affect Commission, and all written
disaster. Thus, the Exchange believes the protection of investors or the public communications relating to the
the proposed clarifying changes are interest; (ii) impose any significant proposed rule change between the
consistent with the protection of burden on competition; and (iii) become Commission and any person, other than
investors and the public interest. operative for 30 days from the date on those that may be withheld from the
The Exchange believes that the which it was filed, or such shorter time public in accordance with the
proposed deletion of the Internet Port as the Commission may designate, it has provisions of 5 U.S.C. 552, will be
connectivity option is reasonable, become effective pursuant to Section available for Web site viewing and
equitably allocated, and not unfairly 19(b)(3)(A)(iii) of the Act 8 and printing in the Commission’s Public
discriminatory because there are no subparagraph (f)(6) of Rule 19b–4 Reference Room, 100 F Street NE.,
subscribers to this connectivity option, thereunder.9 At any time within 60 days Washington, DC 20549, on official
which is based on outdated means of of the filing of the proposed rule change, business days between the hours of
connecting to the Exchange. As a the Commission summarily may 10:00 a.m. and 3:00 p.m. Copies of the
consequence, no member organizations temporarily suspend such rule change if filing also will be available for
will be impacted by deletion of the it appears to the Commission that such inspection and copying at the principal
connectivity option. Likewise, the action is: (i) Necessary or appropriate in office of the Exchange. All comments
Exchange believes that the proposed the public interest; (ii) for the protection received will be posted without change;
deletion of the expired Access Services of investors; or (iii) otherwise in the Commission does not edit personal
fee waiver rule text is reasonable, furtherance of the purposes of the Act. identifying information from
equitably allocated, and not unfairly If the Commission takes such action, the submissions. You should submit only
discriminatory because the waiver is no Commission shall institute proceedings information that you wish to make
longer in effect and therefore no to determine whether the proposed rule available publicly. All submissions
member organizations will be impacted should be approved or disapproved. should refer to File Number SR–Phlx–
by the deletion. The Exchange notes that 2015–115 and should be submitted on
it is not altering the charges assessed for IV. Solicitation of Comments or before February 5, 2016.
the remaining connectivity options Interested persons are invited to For the Commission, by the Division of
under Chapter VIII of the Pricing submit written data, views, and Trading and Markets, pursuant to delegated
Schedule. arguments concerning the foregoing, authority.10
including whether the proposed rule Robert W. Errett,
B. Self-Regulatory Organization’s
change is consistent with the Act. Deputy Secretary.
Statement on Burden on Competition
Comments may be submitted by any of [FR Doc. 2016–00643 Filed 1–14–16; 8:45 am]
The Exchange does not believe that the following methods: BILLING CODE 8011–01–P
the proposed rule change will impose Electronic Comments
any burden on competition that is not
necessary or appropriate in furtherance • Use the Commission’s Internet SECURITIES AND EXCHANGE
of the purposes of the Act. Specifically, comment form (http://www.sec.gov/ COMMISSION
Phlx is making clarifying changes to rules/sro.shtml); or
Chapter VIII of the Pricing Schedule, • Send an email to rule-comments@ [Investment Company Act Release No.
sec.gov. Please include File Number SR– 31954; 812–14478]
which does not impose any burden on
competition whatsoever. To the Phlx–2015–115 on the subject line.
Investment Managers Series Trust, et
contrary, the proposed change facilitates Paper Comments al.; Notice of Application
competition by clarifying what
• Send paper comments in triplicate January 11, 2016.
connectivity options are provided by the
to Secretary, Securities and Exchange
Exchange, thereby informing other AGENCY: Securities and Exchange
Commission, 100 F Street NE.,
market venues a better understanding of Commission (‘‘Commission’’).
Washington, DC 20549–1090.
what connectivity options are available ACTION: Notice of an application under
for Phlx. With that better understanding, All submissions should refer to File
section 6(c) of the Investment Company
other market venues may improve Number SR–Phlx–2015–115. This file
Act of 1940 (‘‘Act’’) for an exemption
existing connectivity options or offer number should be included on the
from section 15(a) of the Act and rule
new connectivity options to compete subject line if email is used. To help the
18f–2 under the Act, as well as from
with Phlx. Accordingly, the proposed Commission process and review your
certain disclosure requirements in rule
changes do not inhibit market comments more efficiently, please use
20a–1 under the Act, Item 19(a)(3) of
participants’ ability to compete among only one method. The Commission will
Form N–1A, Items 22(c)(1)(ii),
each other, nor do they impose any post all comments on the Commission’s
22(c)(1)(iii), 22(c)(8) and 22(c)(9) of
burden on competition among market Internet Web site (http://www.sec.gov/
Schedule 14A under the Securities
venues, but rather may promote rules/sro.shtml). Copies of the
Exchange Act of 1934, and Sections 6–
mstockstill on DSK4VPTVN1PROD with NOTICES

competition among market venues. 8 15
07(2)(a), (b), and (c) of Regulation S–X
U.S.C. 78s(b)(3)(a)(iii).
C. Self-Regulatory Organization’s 9 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– (‘‘Disclosure Requirements’’). The
Statement on Comments on the 4(f)(6) requires a self-regulatory organization to give requested exemption would permit an
Proposed Rule Change Received From
the Commission written notice of its intent to file investment adviser to hire and replace
the proposed rule change at least five business days certain sub-advisers without
Members, Participants, or Others prior to the date of filing of the proposed rule
change, or such shorter time as designated by the shareholder approval and grant relief
No written comments were either Commission. The Exchange has satisfied this
solicited or received. requirement. 10 17 CFR 200.30–3(a)(12).

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Document Created: 2018-02-02 12:31:53
Document Modified: 2018-02-02 12:31:53

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
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 in rule 20a-1 under the Act, Item 19(a)(3) of Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A under the Securities Exchange Act of 1934, and Sections 6- 07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). The requested exemption would permit an investment adviser to hire and replace certain sub-advisers without shareholder approval and grant relief from the Disclosure Requirements as they relate to fees paid to the sub-advisers.
Dates		Filing Dates: The application was filed June 3, 2015, and amended on September 10, 2015, November 3, 2015, December 18, 2015 and January 8, 2016.
Contact		Robert Shapiro, Senior Counsel, at (202) 551-7758, or Mary Kay Frech, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		81 FR 2273