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)

[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