82_FR_15146 82 FR 15090 - Investment Managers Series Trust II and Vivaldi Asset Management, LLC

82 FR 15090 - Investment Managers Series Trust II and Vivaldi Asset Management, LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 56 (March 24, 2017)

Page Range15090-15091
FR Document2017-05849

Federal Register, Volume 82 Issue 56 (Friday, March 24, 2017)
[Federal Register Volume 82, Number 56 (Friday, March 24, 2017)]
[Notices]
[Pages 15090-15091]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-05849]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32536; 812-14710]


Investment Managers Series Trust II and Vivaldi Asset Management, 
LLC

March 20, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    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),

[[Page 15091]]

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.

Applicants:  Investment Managers Series Trust II (the ``Trust''), a 
Delaware statutory trust registered under the Act as an open-end 
management investment company with multiple series, and Vivaldi Asset 
Management, 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 on October 21, 2016, and 
amended on March 2, 2017.

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 April 14, 2017, 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: 235 West 
Galena Street, Milwaukee, WI 53212, and Adviser: 225 West Wacker, Suite 
2100, Chicago, IL 60606.

FOR FURTHER INFORMATION CONTACT: Courtney S. Thornton, Senior Counsel, 
at (202) 551-6812, or Daniele Marchesani, Assistant Chief Counsel, 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 serves as the investment adviser to the Subadvised 
Series pursuant to an investment advisory agreement with the Trust (the 
``Investment Management Agreement'').\1\ The Adviser will provide the 
Subabvised Series with continuous and comprehensive investment 
management services subject to the supervision of, and policies 
established by, the Subabvised Series' board of trustees 
(``Board'').\2\ 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'') the responsibility to 
provide the day-to-day portfolio investment management of the 
Subabvised Series, subject to the supervision and direction of the 
Adviser. The primary responsibility for managing the Subabvised 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\ The initial Subadvised Series is the Vivaldi Multi-Strategy 
Fund. Applicants request relief with respect to the named 
Applicants, as well as to 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; (b) uses the 
manager of managers structure described in the application; and (c) 
complies with the terms and conditions of the application 
(collectively with the initial Subadvised Series, the ``Subadvised 
Series''). The term ``Adviser'' includes (i) the Adviser, (ii) its 
successors, and (iii) any entity controlling, controlled by, or 
under common control with, the Adviser or its successors. For 
purposes of the requested order, ``successor'' is limited to an 
entity resulting from a reorganization into another jurisdiction or 
a change in the type of business organization.
    \2\ The term ``Board'' includes the board of trustees or 
directors of a future Subadvised Series, if different.
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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.\3\ Applicants 
also seek an exemption from the Disclosure Requirements to permit a 
Subabvised Series to disclose (as both a dollar amount and a percentage 
of the Subadvised Series' net assets): (a) The aggregate fees paid to 
the Adviser; and (b) the aggregate fees paid to Sub-Advisers; and (c) 
the fee paid to each Affiliated Sub-Adviser (collectively, ``Aggregate 
Fee Disclosure'').
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    \3\ 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 Series or the Adviser, other than by reason of 
serving as a sub-adviser to one or more of the Subadvised 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 Series shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised 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 Agreement 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 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 Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-05849 Filed 3-23-17; 8:45 am]
BILLING CODE 8011-01-P



                                                  15090                           Federal Register / Vol. 82, No. 56 / Friday, March 24, 2017 / Notices

                                                  requiring price improvement before the                  expanding its rules related to complex                number should be included on the
                                                  order can receive priority over other                   orders helps provide clarity with                     subject line if email is used. To help the
                                                  orders[,]’’ 28 the Exchange believes the                regards to the execution of complex                   Commission process and review your
                                                  procedures governing the execution of                   orders and increases the likelihood that              comments more efficiently, please use
                                                  fully hedged complex orders serve to                    market participants will execute bona-                only one method. The Commission will
                                                  reduce the risk of incomplete or                        fide complex orders on CBOE. This                     post all comments on the Commission’s
                                                  inadequate executions while increasing                  proposal promotes fair and orderly                    Internet Web site (http://www.sec.gov/
                                                  efficiency and competitive pricing by                   markets as well as assists the Exchange               rules/sro.shtml). Copies of the
                                                  requiring price improvement before the                  in its ability to effectively attract order           submission, all subsequent
                                                  order can receive priority over other                   flow and liquidity to its market, which               amendments, all written statements
                                                  orders.                                                 ultimately benefits all TPHs and all                  with respect to the proposed rule
                                                     In addition, making explicit the open                investors. Complex orders are available               change that are filed with the
                                                  outcry priority applicable when there                   to all TPHs (and all non-TPH market                   Commission, and all written
                                                  are other complex orders or quotes                      participants through TPHs), and the                   communications relating to the
                                                  represented at the same net price,                      Exchange believes any perceived burden                proposed rule change between the
                                                  whether such other orders or quotes are                 on customers is outweighed by                         Commission and any person, other than
                                                  in the COB or being represented in open                 customers’ ability to execute complex                 those that may be withheld from the
                                                  outcry, provides added clarity to the                   orders as proposed.                                   public in accordance with the
                                                  rule text in a manner that is consistent                                                                      provisions of 5 U.S.C. 552, will be
                                                  with the existing methodology                           C. Self-Regulatory Organization’s                     available for Web site viewing and
                                                  applicable for prioritizing multiple                    Statement on Comments on the                          printing in the Commission’s Public
                                                  simple orders for open outcry trading                   Proposed Rule Change Received From                    Reference Room, 100 F Street NE.,
                                                  and how the Exchange has interpreted                    Members, Participants, or Others                      Washington, DC 20549 on official
                                                  and applied complex order priority. The                   The Exchange neither solicited nor                  business days between the hours of
                                                  Exchange notes that it is not proposing                 received comments on the proposed                     10:00 a.m. and 3:00 p.m. Copies of the
                                                  to amend how complex orders are                         rule change.                                          filing also will be available for
                                                  allocated or the priority afforded to                                                                         inspection and copying at the principal
                                                  complex orders in open outcry; it is                    III. Date of Effectiveness of the                     office of the Exchange. All comments
                                                  merely modifying the requirements for a                 Proposed Rule Change and Timing for                   received will be posted without change;
                                                  complex order to be eligible for the                    Commission Action                                     the Commission does not edit personal
                                                  existing open outcry complex order                         Within 45 days of the date of                      identifying information from
                                                  priority.                                               publication of this notice in the Federal             submissions. You should submit only
                                                     The Exchange notes that TPHs may                     Register or within such longer period                 information that you wish to make
                                                  continue to represent and execute in                    up to 90 days (i) as the Commission may               available publicly. All submissions
                                                  open outcry a complex order with any                    designate if it finds such longer period              should refer to File Number SR–CBOE–
                                                  number of legs and in any ratio.                        to be appropriate and publishes its                   2017–019 and should be submitted on
                                                  However, if a complex order does not                    reasons for so finding or (ii) as to which            or before April 14, 2017.
                                                  satisfy the applicable ratio requirements               the Exchange consents, the Commission                   For the Commission, by the Division of
                                                  as set forth above, then it will not be                 will:                                                 Trading and Markets, pursuant to delegated
                                                  eligible for the complex order benefits                    A. By order approve or disapprove                  authority.29
                                                  listed in Table 1. Additionally, even if                such proposed rule change, or                         Eduardo A. Aleman,
                                                  a complex order is fully hedged market                     B. institute proceedings to determine              Assistant Secretary.
                                                  participants do not have to utilize the                 whether the proposed rule change                      [FR Doc. 2017–05852 Filed 3–23–17; 8:45 am]
                                                  complex order benefits listed in Table 1                should be disapproved.
                                                                                                                                                                BILLING CODE 8011–01–P
                                                  if they choose not to. The Exchange
                                                  believes the proposed changes will                      IV. Solicitation of Comments
                                                  increase opportunities for execution of                   Interested persons are invited to                   SECURITIES AND EXCHANGE
                                                  complex orders and lead to tighter                      submit written data, views, and                       COMMISSION
                                                  spreads on CBOE, which will benefit                     arguments concerning the foregoing,
                                                  investors. The Exchange also believes                   including whether the proposed rule                   [Investment Company Act Release No.
                                                  that the proposed rule change is                        change is consistent with the Act.                    32536; 812–14710]
                                                  designed to not permit unfair                           Comments may be submitted by any of
                                                                                                                                                                Investment Managers Series Trust II
                                                  discrimination among market                             the following methods:
                                                                                                                                                                and Vivaldi Asset Management, LLC
                                                  participants, as all market participants                Electronic Comments
                                                  may trade complex orders, and the                                                                             March 20, 2017.
                                                  priority eligibility requirements apply to                • Use the Commission’s Internet                     AGENCY: Securities and Exchange
                                                  complex orders of all market                            comment form (http://www.sec.gov/                     Commission (‘‘Commission’’).
                                                  participants.                                           rules/sro.shtml);or                                   ACTION: Notice.
                                                                                                            • Send an email to rule-comments@
                                                  B. Self-Regulatory Organization’s                       sec.gov. Please include File Number SR–                  Notice of an application under
                                                  Statement on Burden on Competition                      CBOE–2017–019 on the subject line.                    Section 6(c) of the Investment Company
                                                    The Exchange does not believe that                                                                          Act of 1940 (‘‘Act’’) for an exemption
jstallworth on DSK7TPTVN1PROD with NOTICES




                                                                                                          Paper Comments
                                                  the proposed rule change will impose                                                                          from Section 15(a) of the Act and Rule
                                                  any burden on competition that is not                     • Send paper comments in triplicate                 18f-2 under the Act, as well as from
                                                  necessary or appropriate in furtherance                 to Secretary, Securities and Exchange                 certain disclosure requirements in Rule
                                                  of the purposes of the Act. The                         Commission, 100 F Street NE.,                         20a-1 under the Act, Item 19(a)(3) of
                                                  Exchange believes that simplifying and                  Washington, DC 20549–1090.                            Form N–1A, Items 22(c)(1)(ii),
                                                                                                          All submissions should refer to File
                                                    28 See   Id.                                          Number SR–CBOE–2017–019. This file                      29 17   CFR 200.30–3(a)(12).



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                                                                                  Federal Register / Vol. 82, No. 56 / Friday, March 24, 2017 / Notices                                                     15091

                                                  22(c)(1)(iii), 22(c)(8) and 22(c)(9) of                 Company name box, at http://                              amount and a percentage of the
                                                  Schedule 14A under the Securities                       www.sec.gov/search/search.htm or by                       Subadvised Series’ net assets): (a) The
                                                  Exchange Act of 1934, and Sections 6–                   calling (202) 551–8090.                                   aggregate fees paid to the Adviser; and
                                                  07(2)(a), (b), and (c) of Regulation S–X                                                                          (b) the aggregate fees paid to Sub-
                                                                                                          Summary of the Application
                                                  (‘‘Disclosure Requirements’’). The                                                                                Advisers; and (c) the fee paid to each
                                                  requested exemption would permit an                        1. The Adviser serves as the                           Affiliated Sub-Adviser (collectively,
                                                  investment adviser to hire and replace                  investment adviser to the Subadvised                      ‘‘Aggregate Fee Disclosure’’).
                                                  certain sub-advisers without                            Series pursuant to an investment                             3. Applicants agree that any order
                                                  shareholder approval and grant relief                   advisory agreement with the Trust (the                    granting the requested relief will be
                                                  from the Disclosure Requirements as                     ‘‘Investment Management                                   subject to the terms and conditions
                                                  they relate to fees paid to the sub-                    Agreement’’).1 The Adviser will provide                   stated in the Application. Such terms
                                                  advisers.                                               the Subabvised Series with continuous                     and conditions provide for, among other
                                                                                                          and comprehensive investment                              safeguards, appropriate disclosure to
                                                  APPLICANTS: Investment Managers
                                                                                                          management services subject to the                        Subadvised Series shareholders and
                                                  Series Trust II (the ‘‘Trust’’), a Delaware
                                                                                                          supervision of, and policies established                  notification about sub-advisory changes
                                                  statutory trust registered under the Act
                                                                                                          by, the Subabvised Series’ board of                       and enhanced Board oversight to protect
                                                  as an open-end management investment
                                                                                                          trustees (‘‘Board’’).2 The Investment                     the interests of the Subadvised Series’
                                                  company with multiple series, and
                                                                                                          Management Agreement permits the                          shareholders.
                                                  Vivaldi Asset Management, LLC, a
                                                                                                          Adviser, subject to the approval of the                      4. Section 6(c) of the Act provides that
                                                  Delaware limited liability company                      Board, to delegate to one or more sub-                    the Commission may exempt any
                                                  registered as an investment adviser                     advisers (each, a ‘‘Sub-Adviser’’) the                    person, security, or transaction or any
                                                  under the Investment Advisers Act of                    responsibility to provide the day-to-day                  class or classes of persons, securities, or
                                                  1940 (the ‘‘Adviser,’’ and, collectively                portfolio investment management of the                    transactions from any provisions of the
                                                  with the Trust, the ‘‘Applicants’’).                    Subabvised Series, subject to the                         Act, or any rule thereunder, if such
                                                  FILING DATES: The application was filed                 supervision and direction of the                          relief is necessary or appropriate in the
                                                  on October 21, 2016, and amended on                     Adviser. The primary responsibility for                   public interest and consistent with the
                                                  March 2, 2017.                                          managing the Subabvised Series will                       protection of investors and purposes
                                                  HEARING OR NOTIFICATION OF HEARING:                     remain vested in the Adviser. The                         fairly intended by the policy and
                                                  An order granting the application will                  Adviser will hire, evaluate, allocate                     provisions of the Act. Applicants
                                                  be issued unless the Commission orders                  assets to and oversee the Sub-Advisers,                   believe that the requested relief meets
                                                  a hearing. Interested persons may                       including determining whether a Sub-                      this standard because, as further
                                                  request a hearing by writing to the                     Adviser should be terminated, at all                      explained in the application, the
                                                  Commission’s Secretary and serving                      times subject to the authority of the                     Investment Management Agreement will
                                                  applicants with a copy of the request,                  Board.                                                    remain subject to shareholder approval,
                                                  personally or by mail. Hearing requests                    2. Applicants request an exemption to                  while the role of the Sub-Advisers is
                                                  should be received by the Commission                    permit the Adviser, subject to Board                      substantially similar to that of
                                                  by 5:30 p.m. on April 14, 2017, and                     approval, to hire certain Sub-Advisers                    individual portfolio managers, so that
                                                  should be accompanied by proof of                       pursuant to sub-advisory agreements                       requiring shareholder approval of Sub-
                                                  service on the applicants, in the form of               and materially amend existing sub-                        Advisory Agreements would impose
                                                  an affidavit or, for lawyers, a certificate             advisory agreements without obtaining                     unnecessary delays and expenses on the
                                                  of service. Pursuant to Rule 0–5 under                  the shareholder approval required under                   Subadvised Series. Applicants believe
                                                  the Act, hearing requests should state                  Section 15(a) of the Act and Rule 18f-                    that the requested relief from the
                                                  the nature of the writer’s interest, any                2 under the Act.3 Applicants also seek                    Disclosure Requirements meets this
                                                  facts bearing upon the desirability of a                an exemption from the Disclosure                          standard because it will improve the
                                                  hearing on the matter, the reason for the               Requirements to permit a Subabvised                       Adviser’s ability to negotiate fees paid
                                                  request, and the issues contested.                      Series to disclose (as both a dollar                      to the Sub-Advisers that are more
                                                  Persons who wish to be notified of a                                                                              advantageous for the Subadvised Series.
                                                                                                             1 The initial Subadvised Series is the Vivaldi
                                                  hearing may request notification by                     Multi-Strategy Fund. Applicants request relief with         For the Commission, by the Division of
                                                  writing to the Commission’s Secretary.                  respect to the named Applicants, as well as to any        Investment Management, under delegated
                                                  ADDRESSES: Secretary, U.S. Securities                   future series of the Trust and any other existing or      authority.
                                                                                                          future registered open-end management company or
                                                  and Exchange Commission, 100 F Street                   series thereof that: (a) Is advised by the Adviser; (b)
                                                                                                                                                                    Eduardo A. Aleman,
                                                  NE., Washington, DC 20549–1090.                         uses the manager of managers structure described          Assistant Secretary.
                                                  Applicants: Trust: 235 West Galena                      in the application; and (c) complies with the terms       [FR Doc. 2017–05849 Filed 3–23–17; 8:45 am]
                                                  Street, Milwaukee, WI 53212, and                        and conditions of the application (collectively with
                                                                                                                                                                    BILLING CODE 8011–01–P
                                                                                                          the initial Subadvised Series, the ‘‘Subadvised
                                                  Adviser: 225 West Wacker, Suite 2100,                   Series’’). The term ‘‘Adviser’’ includes (i) the
                                                  Chicago, IL 60606.                                      Adviser, (ii) its successors, and (iii) any entity
                                                  FOR FURTHER INFORMATION CONTACT:                        controlling, controlled by, or under common               SECURITIES AND EXCHANGE
                                                                                                          control with, the Adviser or its successors. For          COMMISSION
                                                  Courtney S. Thornton, Senior Counsel,                   purposes of the requested order, ‘‘successor’’ is
                                                  at (202) 551–6812, or Daniele                           limited to an entity resulting from a reorganization      [Investment Company Act Release No.
                                                  Marchesani, Assistant Chief Counsel, at                 into another jurisdiction or a change in the type of      32537; 812–14686]
                                                  (202) 551–6821 (Division of Investment                  business organization.
jstallworth on DSK7TPTVN1PROD with NOTICES




                                                                                                             2 The term ‘‘Board’’ includes the board of trustees
                                                  Management, Chief Counsel’s Office).                                                                              Advent/Claymore Enhanced Growth &
                                                                                                          or directors of a future Subadvised Series, if
                                                  SUPPLEMENTARY INFORMATION: The                          different.                                                Income Fund
                                                  following is a summary of the                              3 The requested relief will not extend to any sub-
                                                                                                                                                                    March 20, 2017.
                                                  application. The complete application                   adviser that is an affiliated person, as defined in
                                                                                                          Section 2(a)(3) of the Act, of a Subadvised Series        AGENCY: Securities and Exchange
                                                  may be obtained via the Commission’s                    or the Adviser, other than by reason of serving as        Commission (‘‘Commission’’).
                                                  Web site by searching for the file                      a sub-adviser to one or more of the Subadvised            ACTION: Notice.
                                                  number, or an applicant using the                       Series (‘‘Affiliated Sub-Adviser’’).



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Document Created: 2018-02-01 15:10:50
Document Modified: 2018-02-01 15:10:50
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice.
DatesThe application was filed on October 21, 2016, and amended on March 2, 2017.
ContactCourtney S. Thornton, Senior Counsel, at (202) 551-6812, or Daniele Marchesani, Assistant Chief Counsel, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation82 FR 15090 

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