[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.
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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