81 FR 51512 - Investment Managers Series Trust and SilverPepper LLC; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 150 (August 4, 2016)

[Federal Register Volume 81, Number 150 (Thursday, August 4, 2016)]
[Notices]
[Pages 51512-51513]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-18466]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32195; 812-14635]


Investment Managers Series Trust and SilverPepper LLC; Notice of 
Application

July 28, 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 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, and SilverPepper 
LLC, a Delaware limited liability company registered as an investment 
adviser under the Investment Advisers Act of 1940 (the ``Adviser,'' 
and, collectively with the Trust, the ``Applicants'').

Filing Dates:  The application was filed April 1, 2016, and amended on 
April 7, 2016, and July 6, 2016.

Hearing or Notification of Hearing:  An order granting the application 
will

[[Page 51513]]

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 
August 22, 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: Trust: c/o John K. 
Carter, Esq., Law Office of John K. Carter, 9455 Koger Blvd., Suite 
102, St. Petersburg, Florida 33702 and Adviser: Patrick Reinkemeyer, 
President, SilverPepper LLC, 570 Oakwood Avenue, Lake Forest, Illinois 
60045.

FOR FURTHER INFORMATION CONTACT:  Emerson Davis, Senior Counsel, at 
(202) 551-6868, or Daniele Marchesani, 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 Adviser will serve as the investment adviser to the 
Subabvised SP Series pursuant to an investment advisory agreement with 
the Trust (the ``Investment Management Agreement'').\1\ The Adviser 
will provide the Subabvised SP Series with continuous and comprehensive 
investment management services subject to the supervision of, and 
policies established by, each Subabvised SP Series' board of trustees 
(``Board''). The Investment Management Agreement permits the Adviser, 
subject to the approval of the Board, to delegate to one or more sub-
advisers (each, a ``Sub-Adviser'' and collectively, the ``Sub-
Advisers'') the responsibility to provide the day-to-day portfolio 
investment management of each Subabvised SP Series, subject to the 
supervision and direction of the Adviser. The primary responsibility 
for managing the Subabvised SP Series will remain vested in the 
Adviser. The Adviser will hire, evaluate, allocate assets to and 
oversee the Sub-Advisers, including determining whether a Sub-Adviser 
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 existing or future 
registered open-end management company or series thereof that: (a) 
Is advised by the Adviser or its successor or by a person 
controlling, controlled by, or under common control with the Adviser 
or its successor (each, also an ``Adviser''); (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, a 
``Subadvised SP Series'' and collectively, the ``Subadvised SP 
Series''). 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. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Sub-Advisers pursuant to Sub-
Advisory Agreements and materially amend existing Sub-Advisory 
Agreements without obtaining the shareholder approval required under 
Section 15(a) of the Act and Rule 18f-2 under the Act.\2\ Applicants 
also seek an exemption from the Disclosure Requirements to permit a 
Subabvised SP Series to disclose (as both a dollar amount and a 
percentage of the Subadvised SP Series' net assets): (a) The aggregate 
fees paid to the Adviser; and (b) the aggregate fees paid to Non-
Affiliated Sub-Advisers; and (c) the fee paid to each Affiliated Sub-
Adviser (collectively, ``Aggregate Fee Disclosure'').
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    \2\ The requested relief will not extend to any sub-adviser that 
is an affiliated person, as defined in Section 2(a)(3) of the Act, 
of a Subadvised SP Series or the Adviser, other than by reason of 
serving as a sub-adviser to one or more of the Subadvised SP Series 
(``Affiliated Sub-Adviser'').
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    3. 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 Subadvised SP Series shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised SP Series' shareholders.
    4. 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 Investment 
Management Agreements will remain subject to shareholder approval, 
while the role of the Sub-Advisers is substantially similar to that of 
individual portfolio managers, so that requiring shareholder approval 
of Sub-Advisory Agreements would impose unnecessary delays and expenses 
on the Subadvised SP Series. Applicants believe that the requested 
relief from the Disclosure Requirements meets this standard because it 
will improve the Adviser's ability to negotiate fees paid to the Sub-
Advisers that are more advantageous for the Subadvised SP Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-18466 Filed 8-3-16; 8:45 am]
 BILLING CODE 8011-01-P