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Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices
submit only information that you wish to make available publicly. All submissions should refer to File Number SRNYSE202148, and should be submitted on or before September 29, 2021.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.42
J. Matthew DeLesDernier, Assistant Secretary.
FR Doc. 202119295 Filed 9721; 8:45 am BILLING CODE 801101P

SECURITIES AND EXCHANGE
COMMISSION
Investment Company Act Release No.
34370; 81215229

Investment Managers Series Trust and Hamilton Lane Advisors, L.L.C.; Notice of Application September 1, 2021.

Securities and Exchange Commission Commission.
ACTION: Notice.

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AGENCY:

Notice of an application under section 6c of the Investment Company Act of 1940 Act for an exemption from section 15a of the Act, as well as from certain disclosure requirements in rule 20a1 under the Act, Item 19a3 of Form N1A, Items 22c1ii, 22c1iii, 22c8 and 22c9 of Schedule 14A under the Securities Exchange Act of 1934 1934 Act, and sections 6072a, b, and c of Regulation SX Disclosure Requirements.
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, which include the 361 Domestic Long/Short Equity Fund and the 361 Global Long/
Short Equity Fund each a Fund, and Hamilton Lane Advisors, L.L.C. Initial Adviser, a Pennsylvania limited liability company registered as an investment adviser under the Investment Advisers Act of 1940
Advisers Act that serves as an investment adviser to the Funds collectively with the Trust, the Applicants.
Summary of Application: The requested exemption would permit Applicants to enter into and materially amend subadvisory agreements with subadvisers without shareholder approval and would grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers.
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Filing Dates: The application was filed on May 7, 2021, and amended on August 5, 2021, August 13, 2021, and August 31, 2021.
Hearing or Notification of Hearing: An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing by emailing the Commissions Secretary at SecretarysOffice@sec.gov and serving applicants with a copy of the request by email.
Hearing requests should be received by the Commission by 5:30 p.m. on September 26, 2021, 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 05 under the Act, hearing requests should state the nature of the writers 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 emailing the Commissions Secretary at SecretarysOffice@sec.gov.
ADDRESSES: The Commission:
Secretarys-Office@sec.gov. The Trust and the Initial Adviser: diane.drake@
mfac-ca.com with a copy to laurie.dee@
morganlewis.com.
FOR FURTHER INFORMATION CONTACT: Erin Loomis Moore, Senior Counsel, at 202
5516721, or Parisa Haghshenas, Branch Chief, at 202 5516825 Division of Investment Management, Chief Counsels Office.
SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commissions website 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
5518090.
I. Requested Exemptive Relief 1. Applicants request an order to permit the Adviser,1 subject to the approval of the board of trustees of the Trust collectively, the Board,2
including a majority of the trustees who are not interested persons of the Trust 1 The term Adviser means i the Initial Adviser, ii its successors, and iii any entity controlling, controlled by or under common control with, the Initial Adviser or its successors that serves as the primary adviser to a Subadvised Fund as defined below. For the 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.
2 The term Board also includes the board of trustees or directors of a future Subadvised Fund as defined below, if different from the board of trustees of the Trust.

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or the Adviser, as defined in section 2a19 of the Act the Independent Trustees, without obtaining shareholder approval, to: i Select investment subadvisers Subadvisers for all or a portion of the assets of one or more of the Funds pursuant to an investment subadvisory agreement with each Subadviser each a Subadvisory Agreement; and ii materially amend Subadvisory Agreements with the Subadvisers.
2. Applicants also request an order exempting the Subadvised Funds as defined below from the Disclosure Requirements, which require each Fund to disclose fees paid to a Subadviser.
Applicants seek relief to permit each Subadvised Fund to disclose as a dollar amount and a percentage of the Funds net assets: i The aggregate fees paid to the Adviser and any Wholly-Owned Subadvisers; and ii the aggregate fees paid to Affiliated and Non-Affiliated Subadvisers Aggregate Fee Disclosure.3 Applicants seek an exemption to permit a Subadvised Fund to include only the Aggregate Fee Disclosure.4
3. Applicants request that the relief apply to Applicants, as well as to any future Fund and any other existing or future registered open-end management investment company or series thereof that intends to rely on the requested order in the future and that: i Is advised by the Adviser; ii uses the multi-manager structure described in the application; and iii complies with the terms and conditions of the application each, a Subadvised Fund.5
4. 361 Capital, LLC 361 Capital previously served as the investment adviser to the Funds. The Commission 3 A Wholly-Owned Subadviser is any investment adviser that is 1 an indirect or direct wholly-owned subsidiary as such term is defined in section 2a43 of the 1940 Act of the Adviser, 2 a sister company of the Adviser that is an indirect or direct wholly-owned subsidiary of the same company that indirectly or directly wholly owns the Adviser the Advisers parent company, or 3 a parent company of the Adviser.
A Non-Affiliated Subadviser is any investment adviser that is not an affiliated person as defined in the 1940 Act of a Fund or the Adviser, except to the extent that an affiliation arises solely because the Subadviser serves as a subadviser to one or more Funds. Section 2a43 of the 1940 Act defines wholly-owned subsidiary of a person as a company 95 per centum or more of the outstanding voting securities of which are, directly or indirectly, owned by such a person.
4 Applicants note that all other items required by sections 6072a, b and c of Regulation SX
will be disclosed.
5 All registered open-end investment companies that currently intend to rely on the requested order are named as Applicants. Any entity that relies on the requested order will do so only in accordance with the terms and conditions contained in the application.

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