Vivaldi Opportunities Fund and Vivaldi Asset Management, LLC, 31800-31801 [2018-14662]

Download as PDF 31800 Federal Register / Vol. 83, No. 131 / Monday, July 9, 2018 / Notices 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, For the Commission, by the Division of personally or by mail. Hearing requests Trading and Markets, pursuant to delegated should be received by the Commission authority.73 by 5:30 p.m. on July 28, 2018, and Eduardo A. Aleman, should be accompanied by proof of Assistant Secretary. service on applicants, in the form of an [FR Doc. 2018–14544 Filed 7–6–18; 8:45 am] affidavit or, for lawyers, a certificate of BILLING CODE P service. Pursuant to Rule 0–5 under the Act, hearing requests should state the nature of the writer’s interest, any facts SECURITIES AND EXCHANGE bearing upon the desirability of a COMMISSION hearing on the matter, the reason for the [Investment Company Act Release No. request, and the issues contested. 33147; File No. 812–14896] Persons who wish to be notified of a Vivaldi Opportunities Fund and Vivaldi hearing may request notification by writing to the Commission’s Secretary. Asset Management, LLC ADDRESSES: The Commission: Secretary, July 3, 2018. U.S. Securities and Exchange AGENCY: Securities and Exchange Commission, 100 F Street NE, Commission (‘‘Commission’’). Washington, DC 20549–1090. Applicants: Joshua B. Derringer, Esq., ACTION: Notice. Drinker Biddle & Reath LLP, One Logan Notice of an application under section Square, Suite 2000, Philadelphia, PA 6(c) of the Investment Company Act of 19103, and Michelle M. Comella, Chief 1940 (‘‘Act’’) for an exemption from Compliance Officer & General Counsel, section 19(b) of the Act and rule 19b– Vivaldi Asset Management, LLC, 225 W 1 under the Act to permit a registered Wacker Drive, Suite 2100, Chicago, IL closed-end investment company to 60606. make periodic distributions of long-term FOR FURTHER INFORMATION CONTACT: capital gains more frequently than Stephan N. Packs, Senior Counsel at permitted by section 19(b) or rule 19b– (202) 551–6853, or Nadya Roytblat, 1. Assistant Chief Counsel, at (202) 551– Applicants: The Vivaldi 6825 (Division of Investment Opportunities Fund (the ‘‘Fund’’), a Management, Chief Counsel’s Office). newly-organized, non-diversified SUPPLEMENTARY INFORMATION: The closed-end investment company following is a summary of the registered under the Act and organized as a corporation under the laws of application. The complete application Maryland, and Vivaldi Asset may be obtained via the Commission’s Management, LLC (the ‘‘Adviser’’) website by searching for the file (together with the Fund, the number, or for an applicant using the ‘‘Applicants’’), registered under the Company name box, at https:// Investment Advisers Act of 1940, www.sec.gov/search/search.htm, or by organized as a limited liability company calling (202) 551–8090. Summary of the Application: under the laws of Delaware, and serving 1. Section 19(b) of the Act generally as investment adviser to the Fund.1 makes it unlawful for any registered Filing Dates: The application was filed on April 17, 2018, and amended on investment company to make long-term capital gains distributions more than June 21, 2018. Hearing or Notification of Hearing: An once every twelve months. Rule 19b–1 order granting the application will be under the Act limits to one the number of capital gain dividends, as defined in 73 17 CFR 200.30–3(a)(12). section 852(b)(3)(C) of the Internal 1 Applicants request that the order also apply to Revenue Code of 1986 (‘‘Code,’’ and each other registered closed-end investment such dividends, ‘‘distributions’’), that a company advised or to be advised in the future by registered investment company may the Adviser or by an entity controlling, controlled by, or under common control (within the meaning make with respect to any one taxable of section 2(a)(9) of the Act) with the Adviser year, plus a supplemental distribution (including any successor in interest) (each such made pursuant to section 855 of the entity, including the Adviser, also the ‘‘Adviser’’) Code not exceeding 10% of the total that in the future seeks to rely on the order (such investment companies, together with the Fund, are amount distributed for the year, plus collectively the ‘‘Funds’’ and, individually, a one additional capital gain dividend ‘‘Fund’’). A successor in interest is limited to made in whole or in part to avoid the entities that result from a reorganization into excise tax under section 4982 of the another jurisdiction or a change in the type of business organization. Code. sradovich on DSK3GMQ082PROD with NOTICES to make available publicly. All submissions should refer to File Number SR–ISE–2018–56, and should be submitted on or before July 30, 2018. VerDate Sep<11>2014 18:00 Jul 06, 2018 Jkt 244001 PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 2. Applicants believe that investors in certain closed-end funds may prefer an investment vehicle that provides regular current income through a fixed distribution policy (‘‘Distribution Policy’’). Applicants propose that the Fund be permitted to adopt a Distribution Policy, pursuant to which the Fund would distribute periodically to its stockholders a fixed monthly percentage of the market price of the Fund’s common stock at a particular point in time or a fixed monthly percentage of net asset value (‘‘NAV’’) at a particular time or a fixed monthly amount per share of common stock, any of which may be adjusted from time to time. 3. Applicants request an order under section 6(c) of the Act granting an exemption from section 19(b) of the Act and rule 19b–1 to permit a Fund to distribute periodic capital gain dividends (as defined in section 852(b)(3)(C) of the Code) as frequently as twelve times in any one taxable year in respect of its common stock and as often as specified by, or determined in accordance with the terms of, any preferred stock issued by the Fund. Section 6(c) of the Act provides, in relevant part, that the Commission may exempt any person or transaction from any provision of the Act to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the Act. 4. Applicants state that any order granting the requested relief will be subject to the terms and conditions stated in the application, which generally are designed to address the concerns underlying section 19(b) and rule 19b–1, including concerns about proper disclosures and shareholders’ understanding of the source(s) of a Fund’s distributions and concerns about improper sales practices. Among other things, such terms and conditions require that (1) the board of directors or trustees of the Fund (the ‘‘Board’’) review such information as is reasonably necessary to make an informed determination of whether to adopt the proposed Distribution Policy and that the Board periodically review the amount of the distributions in light of the investment experience of the Fund, and (2) that the Fund’s shareholders receive appropriate disclosures concerning the distributions. E:\FR\FM\09JYN1.SGM 09JYN1 Federal Register / Vol. 83, No. 131 / Monday, July 9, 2018 / Notices For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–14662 Filed 7–6–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–475, OMB Control No. 3235–0536] Proposed Collection; Comment Request Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 sradovich on DSK3GMQ082PROD with NOTICES Extension: Regulation FD Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Regulation FD (17 CFR 243.100 et seq.)—Other Disclosure Materials requires public disclosure of material information from issuers of publicly traded securities so that investors have current information upon which to base investment decisions. The purpose of the regulation is to require: (1) An issuer that intentionally discloses material information, to do so through public disclosure, not selective disclosure; and (2) to make prompt public disclosure of material information that was unintentionally selectively disclosed. We estimate that approximately 13,000 issuers make Regulation FD disclosures approximately five times a year for a total of 58,000 submissions annually, not including an estimated 7,000 issuers who file Form 8–K to comply with Regulation FD. We estimate that it takes 5 hours per response (58,000 responses × 5 hours) for a total burden of 290,000 hours annually. In addition, we estimate that 25% of the 5 hours per response (1.25 hours) is prepared by the filer for an annual reporting burden of 72,500 hours (1.25 hours per response × 58,000 responses). Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the VerDate Sep<11>2014 18:00 Jul 06, 2018 Jkt 244001 agency, including whether the information has practical utility; (b) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Please direct your written comment to Pamela Dyson, Director/Chief Information Officer, Securities and Exchange Commission, c/o Candace Kenner, 100 F Street NE, Washington, DC 20549 or send an email to: PRA_ Mailbox@sec.gov. Dated: July 3, 2018. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–14656 Filed 7–6–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 Extension: Form 11–K, SEC File No. 270–101, OMB Control No. 3235–0082 Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Form 11–K (17 CFR 249.311) is the annual report designed for use by employee stock purchase, savings and similar plans to comply with the reporting requirements under Section 15(d) of the Securities and Exchange Act of 1934 (the ‘‘Exchange Act’’) (15 U.S.C. 78o(d)). Section 15(d) establishes a periodic reporting obligation for every PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 31801 issuer of a class of securities registered under the Securities Act of 1933 (the ‘‘Securities Act’’)(15 U.S.C. 77a et seq.). Form 11–K provides employees of an issuer with financial information so that they can assess the performance of the investment vehicle or stock plan. Form 11–K takes approximately 30 burden hours per response and is filed by 1,302 respondents for total of 39,060 burden hours (30 hours per response × 1,302 responses). Written comments are invited on: (a) Whether this proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Please direct your written comment to Pamela Dyson, Director/Chief Information Officer, Securities and Exchange Commission, c/o Candace Kenner, 100 F Street NE, Washington, DC 20549 or send an email to: PRA_ Mailbox@sec.gov. Dated: July 3, 2018. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–14651 Filed 7–6–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 Extension: Rule 239; SEC File No. 270–638, OMB Control No. 3235–0687. Notice is hereby given that, pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission E:\FR\FM\09JYN1.SGM 09JYN1

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[Federal Register Volume 83, Number 131 (Monday, July 9, 2018)]
[Notices]
[Pages 31800-31801]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-14662]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33147; File No. 812-14896]


Vivaldi Opportunities Fund and Vivaldi Asset Management, LLC

July 3, 2018.
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 19(b) of 
the Act and rule 19b-1 under the Act to permit a registered closed-end 
investment company to make periodic distributions of long-term capital 
gains more frequently than permitted by section 19(b) or rule 19b-1.
    Applicants: The Vivaldi Opportunities Fund (the ``Fund''), a newly-
organized, non-diversified closed-end investment company registered 
under the Act and organized as a corporation under the laws of 
Maryland, and Vivaldi Asset Management, LLC (the ``Adviser'') (together 
with the Fund, the ``Applicants''), registered under the Investment 
Advisers Act of 1940, organized as a limited liability company under 
the laws of Delaware, and serving as investment adviser to the Fund.\1\
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    \1\ Applicants request that the order also apply to each other 
registered closed-end investment company advised or to be advised in 
the future by the Adviser or by an entity controlling, controlled 
by, or under common control (within the meaning of section 2(a)(9) 
of the Act) with the Adviser (including any successor in interest) 
(each such entity, including the Adviser, also the ``Adviser'') that 
in the future seeks to rely on the order (such investment companies, 
together with the Fund, are collectively the ``Funds'' and, 
individually, a ``Fund''). A successor in interest is limited to 
entities that result from a reorganization into another jurisdiction 
or a change in the type of business organization.
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    Filing Dates: The application was filed on April 17, 2018, and 
amended on June 21, 2018.
    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 July 28, 2018, and should be accompanied by proof of 
service on 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: The Commission: Secretary, U.S. Securities and Exchange 
Commission, 100 F Street NE, Washington, DC 20549-1090. Applicants: 
Joshua B. Derringer, Esq., Drinker Biddle & Reath LLP, One Logan 
Square, Suite 2000, Philadelphia, PA 19103, and Michelle M. Comella, 
Chief Compliance Officer & General Counsel, Vivaldi Asset Management, 
LLC, 225 W Wacker Drive, Suite 2100, Chicago, IL 60606.

FOR FURTHER INFORMATION CONTACT: Stephan N. Packs, Senior Counsel at 
(202) 551-6853, or Nadya Roytblat, Assistant Chief Counsel, at (202) 
551-6825 (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 website by searching for the file number, or for an 
applicant using the Company name box, at https://www.sec.gov/search/search.htm, or by calling (202) 551-8090.
    Summary of the Application:
    1. Section 19(b) of the Act generally makes it unlawful for any 
registered investment company to make long-term capital gains 
distributions more than once every twelve months. Rule 19b-1 under the 
Act limits to one the number of capital gain dividends, as defined in 
section 852(b)(3)(C) of the Internal Revenue Code of 1986 (``Code,'' 
and such dividends, ``distributions''), that a registered investment 
company may make with respect to any one taxable year, plus a 
supplemental distribution made pursuant to section 855 of the Code not 
exceeding 10% of the total amount distributed for the year, plus one 
additional capital gain dividend made in whole or in part to avoid the 
excise tax under section 4982 of the Code.
    2. Applicants believe that investors in certain closed-end funds 
may prefer an investment vehicle that provides regular current income 
through a fixed distribution policy (``Distribution Policy''). 
Applicants propose that the Fund be permitted to adopt a Distribution 
Policy, pursuant to which the Fund would distribute periodically to its 
stockholders a fixed monthly percentage of the market price of the 
Fund's common stock at a particular point in time or a fixed monthly 
percentage of net asset value (``NAV'') at a particular time or a fixed 
monthly amount per share of common stock, any of which may be adjusted 
from time to time.
    3. Applicants request an order under section 6(c) of the Act 
granting an exemption from section 19(b) of the Act and rule 19b-1 to 
permit a Fund to distribute periodic capital gain dividends (as defined 
in section 852(b)(3)(C) of the Code) as frequently as twelve times in 
any one taxable year in respect of its common stock and as often as 
specified by, or determined in accordance with the terms of, any 
preferred stock issued by the Fund. Section 6(c) of the Act provides, 
in relevant part, that the Commission may exempt any person or 
transaction from any provision of the Act to the extent that such 
exemption is necessary or appropriate in the public interest and 
consistent with the protection of investors and the purposes fairly 
intended by the policy and provisions of the Act.
    4. Applicants state that any order granting the requested relief 
will be subject to the terms and conditions stated in the application, 
which generally are designed to address the concerns underlying section 
19(b) and rule 19b-1, including concerns about proper disclosures and 
shareholders' understanding of the source(s) of a Fund's distributions 
and concerns about improper sales practices. Among other things, such 
terms and conditions require that (1) the board of directors or 
trustees of the Fund (the ``Board'') review such information as is 
reasonably necessary to make an informed determination of whether to 
adopt the proposed Distribution Policy and that the Board periodically 
review the amount of the distributions in light of the investment 
experience of the Fund, and (2) that the Fund's shareholders receive 
appropriate disclosures concerning the distributions.


[[Page 31801]]


    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-14662 Filed 7-6-18; 8:45 am]
 BILLING CODE 8011-01-P
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