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 Range		15090-15091
FR Document		2017-05849
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]


-----------------------------------------------------------------------

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.

-----------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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'').
---------------------------------------------------------------------------

    \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'').
---------------------------------------------------------------------------

    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).

VerDate Sep<11>2014 13:56 Mar 23, 2017 Jkt 241001 PO 00000 Frm 00071 Fmt 4703 Sfmt 4703 E:\FR\FM\24MRN1.SGM 24MRN1
Document Created: 2018-02-01 15:10:50
Document Modified: 2018-02-01 15:10:50
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice.
Dates		The application was filed on October 21, 2016, and amended on March 2, 2017.
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).
FR Citation		82 FR 15090