Investment Managers Series Trust, et al.; Notice of Application, 2273-2275 [2016-00662]

Download as PDF Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices maintained by allowing member organizations to test their systems prior to connecting to the live trading environment, and to provide backup connectivity in the event of a failure or disaster. Thus, the Exchange believes the proposed clarifying changes are consistent with the protection of investors and the public interest. The Exchange believes that the proposed deletion of the Internet Port connectivity option is reasonable, equitably allocated, and not unfairly discriminatory because there are no subscribers to this connectivity option, which is based on outdated means of connecting to the Exchange. As a consequence, no member organizations will be impacted by deletion of the connectivity option. Likewise, the Exchange believes that the proposed deletion of the expired Access Services fee waiver rule text is reasonable, equitably allocated, and not unfairly discriminatory because the waiver is no longer in effect and therefore no member organizations will be impacted by the deletion. The Exchange notes that it is not altering the charges assessed for the remaining connectivity options under Chapter VIII of the Pricing Schedule. mstockstill on DSK4VPTVN1PROD with NOTICES B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. Specifically, Phlx is making clarifying changes to Chapter VIII of the Pricing Schedule, which does not impose any burden on competition whatsoever. To the contrary, the proposed change facilitates competition by clarifying what connectivity options are provided by the Exchange, thereby informing other market venues a better understanding of what connectivity options are available for Phlx. With that better understanding, other market venues may improve existing connectivity options or offer new connectivity options to compete with Phlx. Accordingly, the proposed changes do not inhibit market participants’ ability to compete among each other, nor do they impose any burden on competition among market venues, but rather may promote competition among market venues. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. VerDate Sep<11>2014 20:01 Jan 14, 2016 Jkt 238001 III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A)(iii) of the Act 8 and subparagraph (f)(6) of Rule 19b–4 thereunder.9 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is: (i) Necessary or appropriate in the public interest; (ii) for the protection of investors; or (iii) otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule should be approved or disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– Phlx–2015–115 on the subject line. Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–Phlx–2015–115. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http://www.sec.gov/ rules/sro.shtml). Copies of the 8 15 U.S.C. 78s(b)(3)(a)(iii). CFR 240.19b–4(f)(6). In addition, Rule 19b– 4(f)(6) requires a self-regulatory organization to give the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. The Exchange has satisfied this requirement. 9 17 PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 2273 submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–Phlx– 2015–115 and should be submitted on or before February 5, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.10 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–00643 Filed 1–14–16; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 31954; 812–14478] Investment Managers Series Trust, et al.; Notice of Application January 11, 2016. 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 AGENCY: 10 17 E:\FR\FM\15JAN1.SGM CFR 200.30–3(a)(12). 15JAN1 2274 Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices mstockstill on DSK4VPTVN1PROD with NOTICES from the Disclosure Requirements as they relate to fees paid to the subadvisers. www.sec.gov/search/search.htm or by calling (202) 551–8090. Summary of the Application 1. The Advisor will serve as the APPLICANTS: Investment Managers Series Trust (the ‘‘Trust’’), a Delaware statutory investment adviser to the Funds pursuant to an investment advisory trust registered under the Act as an agreement with the Trust (the ‘‘Advisory open-end management investment company with multiple series, on behalf Agreement’’).1 The Advisor will provide the Funds with continuous and of its series, the State Street/Ramius comprehensive investment management Managed Futures Strategy Fund (the services subject to the supervision of, ‘‘SS/R Fund’’), Ramius Trading and policies established by, each Fund’s Strategies MF Ltd., a Cayman Islands board of trustees (‘‘Board’’). The corporation wholly owned by the SS/R Advisory Agreement permits the Fund (the ‘‘SS/R Subsidiary’’), and Advisor, subject to the approval of the Ramius Trading Strategies LLC, a Board, to delegate to one or more subDelaware limited liability company advisers (each, a ‘‘Subadvisor’’ and registered as an investment adviser collectively, the ‘‘Subadvisors’’) the under the Investment Advisers Act of responsibility to provide the day-to-day 1940 (‘‘Ramius’’ or the ‘‘Advisor,’’ and, portfolio investment management of collectively with the Trust and the SS/ each Fund (either directly or through R Subsidiary, the ‘‘Applicants’’). DATES: Filing Dates: The application was such Fund’s direct or indirect whollyowned subsidiary), subject to the filed June 3, 2015, and amended on September 10, 2015, November 3, 2015, supervision and direction of the December 18, 2015 and January 8, 2016. Advisor. The primary responsibility for HEARING OR NOTIFICATION OF HEARING: An managing the Funds will remain vested in the Advisor. The Advisor will hire, order granting the application will be evaluate, allocate assets to and oversee issued unless the Commission orders a hearing. Interested persons may request the Subadvisors, including determining whether a Subadvisor should be a hearing by writing to the terminated, at all times subject to the Commission’s Secretary and serving authority of the Board. applicants with a copy of the request, 2. Each Fund may pursue its personally or by mail. Hearing requests investment strategies by investing should be received by the Commission through a direct wholly-owned by 5:30 p.m. on February 5, 2016, and subsidiary (each such subsidiary, should be accompanied by proof of service on the applicants, in the form of including the SS/R Subsidiary, a ‘‘Subsidiary’’) or an indirect whollyan affidavit or, for lawyers, a certificate owned subsidiary (each, a ‘‘Trading of service. Pursuant to rule 0–5 under Entity’’).2 Ramius has entered into an the Act, hearing requests should state investment advisory agreement with the the nature of the writer’s interest, any SS/R Subsidiary (the ‘‘SS/R Subsidiary facts bearing upon the desirability of a hearing on the matter, the reason for the Advisory Agreement’’), and any future Subsidiary will enter into an investment request, and the issues contested. advisory agreement with the respective Persons who wish to be notified of a Advisor (together with the SS/R hearing may request notification by Subsidiary Advisory Agreement, the writing to the Commission’s Secretary. ‘‘Subsidiary Advisory Agreements’’).3 ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street 1 Applicants request relief with respect to any NE., Washington, DC 20549–1090. existing and any future series of the Trust and any Applicants: Gregory S. Rowland, Esq., other registered open-end management company or Davis Polk & Wardwell LLP, 450 series thereof that: (a) Is advised by Ramius or its successor or by a person controlling, controlled by, Lexington Avenue, New York, NY or under common control with Ramius or its 10017. successor (each, also an ‘‘Advisor’’); (b) uses the manager of managers structure described in the FOR FURTHER INFORMATION CONTACT: Robert Shapiro, Senior Counsel, at (202) application; and (c) complies with the terms and conditions of the application (any such series, 551–7758, or Mary Kay Frech, Branch including the SS/R Fund, a ‘‘Fund’’ and Chief, at (202) 551–6821 (Division of collectively, the ‘‘Funds’’). For purposes of the requested order, ‘‘successor’’ is limited to an entity Investment Management, Chief that results from a reorganization into another Counsel’s Office). jurisdiction or a change in the type of business SUPPLEMENTARY INFORMATION: The organization. 2 For purposes of the application, a Subadvisor to following is a summary of the a Trading Entity is referred to as a ‘‘Trading application. The complete application Advisor.’’ may be obtained via the Commission’s 3 The SS/R Subsidiary Advisory Agreement has Web site by searching for the file been, and any future Subsidiary Advisory number, or an applicant using the Agreement will be, approved by the Board, including a majority of the trustees who are not Company name box, at http:// VerDate Sep<11>2014 20:01 Jan 14, 2016 Jkt 238001 PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 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. 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 ‘‘interested persons’’ (as defined in section 2(a)(19) of the Act) of the Trust or the Advisor, and the Fund’s shareholders. 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 nonaffiliated 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’’). E:\FR\FM\15JAN1.SGM 15JAN1 Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices (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. 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 SECURITIES AND EXCHANGE COMMISSION ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on December 29, 2015, BATS Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BATS’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the Exchange. The Exchange has designated the proposed rule change as one establishing or changing a member due, fee, or other charge imposed by the Exchange under Section 19(b)(3)(A)(ii) of the Act 3 and Rule 19b–4(f)(2) thereunder,4 which renders the proposed rule change effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange filed a proposal to amend the fee schedule applicable to Members 5 and non-members of the Exchange pursuant to BATS Rules 15.1(a) and (c). The change to the fee schedule pursuant to this proposal is effective upon filing. The text of the proposed rule change is available at the Exchange’s Web site at www.batstrading.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant parts of such statements. mstockstill on DSK4VPTVN1PROD with NOTICES [Release No. 34–76863; File No. SR–BATS– 2015–120] Self-Regulatory Organizations; BATS Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Related to Fees for Use of BATS Exchange, Inc. January 11, 2016. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the VerDate Sep<11>2014 20:01 Jan 14, 2016 Jkt 238001 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 CFR 240.19b–4(f)(2). 5 The term ‘‘Member’’ is defined as ‘‘any registered broker or dealer that has been admitted to membership in the Exchange.’’ See Exchange Rule 1.5(n). 2 17 PO 00000 Frm 00116 Fmt 4703 Sfmt 4703 2275 (A) Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to modify its fee schedule applicable to the Exchange’s options platform to modify the criteria necessary to meet the Customer 6 Step-Up Volume Tier under footnote 1. The Exchange currently offers a total of eight Customer Penny Pilot Add Volume Tiers under footnote 1 that provide enhanced rebates for Customer orders in Penny Pilot Securities that add liquidity under fee code PY.7 Under the Customer Step-Up Volume Tier, the Member would receive a rebate of $0.53 per contract where they have an Options Step-Up Add TCV 8 in Customer orders from September 2015 baseline equal to or greater than 0.40%. The Exchange proposes to ease the criteria necessary to qualify for the Customer Step-Up Volume Tier by requiring an Options Step-Up Add TCV in Customer orders from September 2015 baseline equal to or greater than 0.35%. The Exchange proposes to implement this amendment to its fee schedule on January 4, 2016. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder that are applicable to a national securities exchange, and, in particular, with the requirements of Section 6 of the Act. Specifically, the Exchange believes that the proposed rule change is consistent with Section 6(b)(4) of the Act, in that it provides for the equitable allocation of reasonable dues, fees and other charges among members and other persons using any facility or system which the Exchange operates or controls. The Exchange notes that it operates in a highly competitive market in which market participants can readily direct order flow to competing venues if they deem fee levels to be excessive. Volume-based rebates such as those currently maintained on the Exchange 6 As defined in the Exchange’s fee schedule available at http://www.batsoptions.com/support/ fee_schedule/bzx/. 7 Fee code PY is appended to Customer orders that add liquidity in Penny Pilot Securities. Id. Penny Pilot Securities is defined in the Exchange’s fee schedule. Id. Orders yielding fee code PY receive a rebate of $0.25 per share, absent achieving a tier and receiving an increased rebate under footnote 1. 8 As defined in the Exchange’s fee schedule available at http://www.batsoptions.com/support/ fee_schedule/bzx/. E:\FR\FM\15JAN1.SGM 15JAN1

Agencies

[Federal Register Volume 81, Number 10 (Friday, January 15, 2016)]
[Notices]
[Pages 2273-2275]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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