Investment Managers Series Trust II and Vivaldi Asset Management, LLC, 15090-15091 [2017-05849]

Download as PDF 15090 Federal Register / Vol. 82, No. 56 / Friday, March 24, 2017 / Notices jstallworth on DSK7TPTVN1PROD with NOTICES requiring price improvement before the order can receive priority over other orders[,]’’ 28 the Exchange believes the procedures governing the execution of fully hedged complex orders serve to reduce the risk of incomplete or inadequate executions while increasing efficiency and competitive pricing by requiring price improvement before the order can receive priority over other orders. In addition, making explicit the open outcry priority applicable when there are other complex orders or quotes represented at the same net price, whether such other orders or quotes are in the COB or being represented in open outcry, provides added clarity to the rule text in a manner that is consistent with the existing methodology applicable for prioritizing multiple simple orders for open outcry trading and how the Exchange has interpreted and applied complex order priority. The Exchange notes that it is not proposing to amend how complex orders are allocated or the priority afforded to complex orders in open outcry; it is merely modifying the requirements for a complex order to be eligible for the existing open outcry complex order priority. The Exchange notes that TPHs may continue to represent and execute in open outcry a complex order with any number of legs and in any ratio. However, if a complex order does not satisfy the applicable ratio requirements as set forth above, then it will not be eligible for the complex order benefits listed in Table 1. Additionally, even if a complex order is fully hedged market participants do not have to utilize the complex order benefits listed in Table 1 if they choose not to. The Exchange believes the proposed changes will increase opportunities for execution of complex orders and lead to tighter spreads on CBOE, which will benefit investors. The Exchange also believes that the proposed rule change is designed to not permit unfair discrimination among market participants, as all market participants may trade complex orders, and the priority eligibility requirements apply to complex orders of all market participants. 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. The Exchange believes that simplifying and 28 See Id. VerDate Sep<11>2014 13:56 Mar 23, 2017 Jkt 241001 expanding its rules related to complex orders helps provide clarity with regards to the execution of complex orders and increases the likelihood that market participants will execute bonafide complex orders on CBOE. This proposal promotes fair and orderly markets as well as assists the Exchange in its ability to effectively attract order flow and liquidity to its market, which ultimately benefits all TPHs and all investors. Complex orders are available to all TPHs (and all non-TPH market participants through TPHs), and the Exchange believes any perceived burden on customers is outweighed by customers’ ability to execute complex orders as proposed. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange neither solicited nor received comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the Exchange consents, the Commission will: A. By order approve or disapprove such proposed rule change, or B. institute proceedings to determine whether the proposed rule change should be 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 (http://www.sec.gov/ rules/sro.shtml);or • Send an email to rule-comments@ sec.gov. Please include File Number SR– CBOE–2017–019 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–CBOE–2017–019. This file PO 00000 Frm 00071 Fmt 4703 Sfmt 4703 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 (http://www.sec.gov/ rules/sro.shtml). Copies of the 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–CBOE– 2017–019 and should be submitted on or before April 14, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.29 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–05852 Filed 3–23–17; 8:45 am] BILLING CODE 8011–01–P 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. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: 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), 29 17 E:\FR\FM\24MRN1.SGM CFR 200.30–3(a)(12). 24MRN1 jstallworth on DSK7TPTVN1PROD with NOTICES Federal Register / Vol. 82, No. 56 / Friday, March 24, 2017 / Notices 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 subadvisers. 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 VerDate Sep<11>2014 13:56 Mar 23, 2017 Jkt 241001 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 subadvisers (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 SubAdviser should be terminated, at all times subject to the authority of the Board. 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 subadvisory agreements without obtaining the shareholder approval required under Section 15(a) of the Act and Rule 18f2 under the Act.3 Applicants also seek an exemption from the Disclosure Requirements to permit a Subabvised Series to disclose (as both a dollar 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. 3 The requested relief will not extend to any subadviser 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’’). PO 00000 Frm 00072 Fmt 4703 Sfmt 4703 15091 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 SubAdvisers; and (c) the fee paid to each Affiliated Sub-Adviser (collectively, ‘‘Aggregate Fee Disclosure’’). 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 SubAdvisory 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 SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32537; 812–14686] Advent/Claymore Enhanced Growth & Income Fund March 20, 2017. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: E:\FR\FM\24MRN1.SGM 24MRN1

Agencies

[Federal Register Volume 82, Number 56 (Friday, March 24, 2017)]
[Notices]
[Pages 15090-15091]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[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.
---------------------------------------------------------------------------

    \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