Investment Managers Series Trust, et al.; Notice of Application, 2273-2275 [2016-00662]
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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which is based on outdated means of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discriminatory because the waiver is no
longer in effect and therefore no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.
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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.
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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 (https://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 (https://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
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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
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Federal Register / Vol. 81, No. 10 / Friday, January 15, 2016 / Notices
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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 https://
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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’’).
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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
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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
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(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 https://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 https://www.batsoptions.com/support/
fee_schedule/bzx/.
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]]>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 https://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
