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Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices previously issued 361 Capital and the Trust a manager of managers exemptive order the Previous Order, granting substantially the same relief as is sought in the application.6 On April 1, 2021, the Adviser became the investment adviser to the Funds, at which time none of the Applicants were permitted to rely on the Previous Order.7

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II. Management of the Subadvised Funds 5. The Adviser serves or will serve as the investment adviser to each Subadvised Fund pursuant to an investment advisory agreement with the Fund each an Investment Advisory Agreement. Each Investment Advisory Agreement has been or will be approved by the Board, including a majority of the Independent Trustees, and by the shareholders of the relevant Subadvised Fund in the manner required by sections 15a and 15c of the Act. The terms of these Investment Advisory Agreements comply or will comply with section 15a of the Act. Applicants are not seeking an exemption from the Act with respect to the Investment Advisory Agreements. Pursuant to the terms of each Investment Advisory Agreement, the Adviser, subject to the oversight of the Board, will provide continuous investment management for each Subadvised Fund. For its services to each Subadvised Fund, the Adviser receives or will receive an investment advisory fee from that Fund as specified in the applicable Investment Advisory Agreement.
6. Consistent with the terms of each Investment Advisory Agreement, the Adviser may, subject to the approval of the Board, including a majority of the Independent Trustees, and the shareholders of the applicable Subadvised Fund if required by applicable law, delegate portfolio management responsibilities of all or a 6 See 361 Capital, LLC and Investment Managers Series Trust, Investment Company Act Rel. Nos.
33323 December 14, 2018 notice and 33349
January 29, 2019 order.
7 In reliance on the Commission staff no-action letter issued to Innovator Capital Management, LLC, et al. pub. avail. October 6, 2017 and oral discussions with the Commission staff, the Applicants intend to rely on the Previous Order as if the Previous Order extended to the Adviser until the earlier of the receipt of the Order or 150 days from April 1, 2021, the execution date of the new investment advisory agreement between the Funds and the Adviser. During such time, the Adviser will comply with the terms and conditions in the Previous Order imposed on the Funds previous investment adviser as though such terms and conditions were imposed directly on the Adviser.
When and if the Order is granted by the Commission, the Applicants would then rely on the Order, rather than continuing to rely on the Previous Order.

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portion of the assets of a Subadvised Fund to a Subadviser. The Adviser will retain overall responsibility for the management and investment of the assets of each Subadvised Fund. This responsibility includes recommending the removal or replacement of Subadvisers, allocating the portion of that Subadvised Funds assets to any given Subadviser and reallocating those assets as necessary from time to time.8
The Subadvisers will be investment advisers to the Subadvised Funds within the meaning of section 2a20 of the Act and will provide investment management services to the Funds subject to, without limitation, the requirements of sections 15c and 36b of the Act.9 The Subadvisers, subject to the oversight of the Adviser and the Board, will determine the securities and other instruments to be purchased, sold or entered into by a Subadvised Funds portfolio or a portion thereof, and will place orders with brokers or dealers that they select.10
7. The Subadvisory Agreements will be approved by the Board, including a majority of the Independent Trustees, in accordance with sections 15a and 15c of the Act. In addition, the terms of each Subadvisory Agreement will comply fully with the requirements of section 15a of the Act. The Adviser may compensate the Subadvisers or the Subadvised Funds may compensate the Subadvisers directly.
8. Subadvised Funds will inform shareholders of the hiring of a new Subadviser pursuant to the following procedures Modified Notice and Access Procedures: a Within 90 days after a new Subadviser is hired for any Subadvised Fund, that Fund will send its shareholders either a Multi-manager Notice or a Multi-manager Notice and Multi-manager Information Statement; 11 and b the Subadvised 8 Applicants represent that if the name of any Subadvised Fund contains the name of a subadviser, the name of the Adviser that serves as the primary adviser to the Fund, or a trademark or trade name that is owned by or publicly used to identify the Adviser, will precede the name of the subadviser.
9 The Subadvisers will be registered with the Commission as an investment adviser under the Advisers Act or not subject to such registration.
10 A Subadviser also includes an investment subadviser that provides or will provide the Adviser with a model portfolio reflecting a specific strategy, style or focus with respect to the investment of all or a portion of a Subadvised Funds assets. The Adviser may use the model portfolio to determine the securities and other instruments to be purchased, sold or entered into by a Subadvised Funds portfolio or a portion thereof, and place orders with brokers or dealers that it selects.
11 A Multi-manager Notice will be modeled on a Notice of internet Availability as defined in Rule 14a-16 under the 1934 Act, and specifically will,
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Fund will make the Multi-manager Information Statement available on the website identified in the Multi-manager Notice no later than when the Multimanager Notice or Multi-manager Notice and Multi-manager Information Statement is first sent to shareholders, and will maintain it on that website for at least 90 days.12
III. Applicable Law 9. Section 15a of the Act states, in part, that it is unlawful for any person to act as an investment adviser to a registered investment company except pursuant to a written contract, which contract, whether with such registered company or with an investment adviser of such registered company, has been approved by the vote of a majority of the outstanding voting securities of such registered company.
10. Form N1A is the registration statement used by open-end investment companies. Item 19a3 of Form N1A
requires a registered investment company to disclose in its statement of additional information the method of computing the advisory fee payable by the investment company with respect to each investment adviser, including the total dollar amounts that the investment company paid to the adviser aggregated with amounts paid to affiliated advisers, if any, and any advisers who are not affiliated persons of the adviser, under the investment advisory contract for the last three fiscal years.
11. Rule 20a1 under the Act requires proxies solicited with respect to a registered investment company to comply with Schedule 14A under the 1934 Act. Items 22c1ii, 22c1iii, 22c8 and 22c9 of Schedule 14A, among other things: a Summarize the relevant information regarding the new Subadviser except as modified to permit Aggregate Fee Disclosure; b inform shareholders that the Multi-manager Information Statement is available on a website; c provide the website address; d state the time period during which the Multi-manager Information Statement will remain available on that website; e provide instructions for accessing and printing the Multi-manager Information Statement; and f instruct the shareholder that a paper or email copy of the Multi-manager Information Statement may be obtained, without charge, by contacting the Subadvised Fund. A Multi-manager Information Statement will meet the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the 1934 Act for an information statement, except as modified by the requested order to permit Aggregate Fee Disclosure.
Multi-manager Information Statements will be filed with the Commission via the EDGAR system.
12 In addition, Applicants represent that whenever a Subadviser is hired or terminated, or a Subadvisory Agreement is materially amended, the Subadvised Funds prospectus and statement of additional information will be supplemented promptly pursuant to rule 497e under the Securities Act of 1933.

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