UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-23255
Vivaldi Opportunities Fund
(Exact name of registrant as specified in charter)
c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
(Address of principal executive offices) (Zip code)
Terrance P. Gallagher
235 West Galena Street
Milwaukee, WI 53212
(Name and address of agent for service)
registrant's telephone number, including area code: (414) 299-2270
Date of fiscal year end: March 31
Date of reporting period: March 31, 2019
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. REPORTS TO STOCKHOLDERS.
The Report to Shareholders is attached herewith.
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|
Principal
Amount |
| | | | |
Value
|
| ||||||
|
|
| | Asset-Backed Securities – 12.2% | | |||||||||
| | | | | | | ARES XLIV CLO Ltd. | | | |||||
| | $ | 500,000 | | | |
Series 2017-44A, Class E, 10.837% (LIBOR 3 Month+805 basis points), 10/15/2029
1,2,3
,4
|
| | | $ | 461,018 | | |
| | | | | | | Ashford Hospitality Trust | | | |||||
| | | 500,000 | | | |
Series 2018-KEYS, Class F, 8.484% (LIBOR 1 Month+600 basis points), 5/15/2035
1,2,3
,4
|
| | | | 499,370 | | |
| | | | | | | CPS Auto Receivables Trust 2017-D | | | |||||
| | | 500,000 | | | |
Series 2017-D, Class E, 5.300%, 6/17/2024
1,3
|
| | | | 503,804 | | |
| | | | | | | Deephaven Residential Mortgage Trust 2018-1 | | | |||||
| | | 345,000 | | | |
Series 2018-1A, Class B1, 4.340%, 12/25/2057
1,3,4
|
| | | | 340,040 | | |
| | | | | | | Deephaven Residential Mortgage Trust 2018-4 | | | |||||
| | | 500,000 | | | |
Series 2018-4A, Class B2, 6.125%, 10/25/2058
1,3,4
|
| | | | 498,311 | | |
| | | | | | | Fannie Mae Connecticut Avenue Securities | | | | | | | |
| | | 300,000 | | | |
Series 2017-C03, Class 1M2, 5.486% (LIBOR 1 Month+300 basis points), 10/25/2029
1,2
,4
|
| | | | 316,569 | | |
| | | 400,000 | | | |
Series 2018-C01, Class 1M2, 4.736% (LIBOR 1 Month+225 basis points), 7/25/2030
1,2
,4
|
| | | | 402,271 | | |
| | | 750,000 | | | |
Series 2018-C05, Class 1B1, 6.736% (LIBOR 1 Month+425 basis points), 1/25/2031
1,2
,4
|
| | | | 758,977 | | |
| | | | | | | Invitation Homes Trust | | | |||||
| | | 68,668 | | | |
Series 2017-SFR2, Class F, 5.482% (LIBOR 1 Month+300 basis points), 12/17/2036
2,3
,4
|
| | | | 69,184 | | |
| | | | | | | Magnetite XVI Ltd. | | | |||||
| | | 250,000 | | | |
Series 2015-16A, Class F, 9.280% (LIBOR 3 Month+650 basis points), 1/18/2028
1,2,3
,4
|
| | | | 228,471 | | |
| | | | | | | MMCF CLO LLC | | | |||||
| | | 1,000,000 | | | |
Series 2017-1A, Class D, 9.167% (LIBOR 3 Month+638 basis points), 1/15/2028
1,2,3
,4
|
| | | | 970,288 | | |
| | | | | | | Monroe Capital MML CLO VI Ltd. | | | | | | | |
| | | 1,000,000 | | | |
Series 2018-1A, Class E, 9.687% (LIBOR 3 Month+690 basis points), 4/15/2030
1,2,3
,4
|
| | | | 930,409 | | |
| | | | | | | Mosaic Solar Loan Trust | | | |||||
| | | 335,000 | | | |
Series 2018-1A, Class C, 0.000%, 6/22/2043
1,3
|
| | | | 289,537 | | |
| | | | | | | Mosaic Solar Loan Trust 2019-1 | | | |||||
| | | 400,000 | | | |
Series 2019-1A, Class B, 0.000%, 12/21/2043
1,3
|
| | | | 301,788 | | |
| | | | | | | Mosaic Solar Loans 2017-2 LLC | | | |||||
| | | 453,900 | | | |
Series 2017-2A, Class D, 0.000%, 6/22/2043
1,3
|
| | | | 419,227 | | |
| | | | | | | New Residential Mortgage Loan Trust 2019-NQM1 | | | | | | | |
| | | 231,000 | | | |
Series 2019-NQM1, Class B1, 5.495%, 1/25/2049
1,3,4
|
| | | | 237,480 | | |
| | | 500,000 | | | |
Series 2019-NQM1, Class B2, 5.495%, 1/25/2049
1,3,4
|
| | | | 493,676 | | |
| | | | | | | OZLM VI Ltd. | | | |||||
| | | 700,000 | | | |
Series 2014-6A, Class ES, 11.413% (LIBOR 3 Month+864 basis points), 4/17/2031
1,2,3
,4
|
| | | | 649,696 | | |
| | | | | | | RBSSP Resecuritization Trust | | | |||||
| | | 759,310 | | | |
Series 2009-10, Class 2A2, 2.000%, 1/26/2037
1,3,4
|
| | | | 517,266 | | |
|
Principal
Amount |
| | | | |
Value
|
| ||||||
|
|
| | Asset-Backed Securities (Continued) | | |||||||||
| | | | | | | Velocity Commercial Capital Loan Trust | | | |||||
| | $ | 220,826 | | | |
Series 2018-1, Class M6, 7.260%, 4/25/2048
1,3
|
| | | $ | 220,663 | | |
| | | | | | | York CLO-2 Ltd. | | | |||||
| | | 1,000,000 | | | |
Series 2015-1A, Class F, 10.011% (LIBOR 3 Month+725 basis
points), 1/22/2031 1,2,3 |
| | | | 862,388 | | |
| | | | | | |
TOTAL Asset-Backed Securities
(Cost $10,169,656) |
| | | | 9,970,433 | | |
| | | | | | | Bank Loans – 4.3% | | ||||||
| | | 2,000,000 | | | |
BJ Services
12.980%, 1/3/2023 8 |
| | | | 1,980,000 | | |
| | | 1,500,000 | | | |
Vista Outdoor
10.490%, 11/19/2023 8 |
| | | | 1,492,500 | | |
| | | | | | |
TOTAL Bank Loans
(Cost $3,473,443) |
| | | | 3,472,500 | | |
|
Number of
Shares |
| | | | | | | | | | |||
| | | | | | | Closed-End Funds – 34.5% | | ||||||
| | | 40,722 | | | | Aberdeen Emerging Markets Equity Income Fund, Inc. | | | | | 296,049 | | |
| | | 85,046 | | | | Aberdeen Total Dynamic Dividend Fund 5 | | | | | 701,630 | | |
| | | 9,105 | | | | Advent Claymore Convertible Securities and Income Fund 5 | | | | | 134,390 | | |
| | | 12,153 | | | | Alliance California Municipal Income Fund, Inc. 5 | | | | | 179,621 | | |
| | | 39,282 | | | | AllianzGI Convertible & Income 2024 Target 5 | | | | | 353,538 | | |
| | | 41,587 | | | | AllianzGI NFJ Dividend Interest & Premium Strategy Fund 5 | | | | | 501,539 | | |
| | | 71,440 | | | | Barings BDC, Inc. 5 | | | | | 700,826 | | |
| | | 4,667 | | | | BlackRock California Municipal Income Trust | | | | | 59,878 | | |
| | | 19,342 | | | | BlackRock Debt Strategies Fund, Inc. | | | | | 207,346 | | |
| | | 4,400 | | | | BlackRock Floating Rate Income Trust | | | | | 53,724 | | |
| | | 7,610 | | | | BlackRock Municipal 2030 Target Term Trust | | | | | 169,246 | | |
| | | 13,404 | | | | BlackRock Resources & Commodities Strategy Trust | | | | | 109,511 | | |
| | | 40,743 | | | | BrandywineGLOBAL Global Income Opportunities Fund, Inc. 5 | | | | | 453,470 | | |
| | | 55,870 | | | | Clough Global Opportunities Fund 5 | | | | | 539,704 | | |
| | | 46,076 | | | | Cornerstone Strategic Value Fund, Inc. 5 | | | | | 561,206 | | |
| | | 15,153 | | | | Cornerstone Total Return Fund, Inc. 5 | | | | | 181,685 | | |
| | | 60,565 | | | | Delaware Enhanced Global Dividend & Income Fund 5 | | | | | 585,664 | | |
| | | 15,439 | | | | Eagle Growth & Income Opportunities Fund 5 | | | | | 237,297 | | |
| | | 61,096 | | | | Eaton Vance Limited Duration Income Fund 5 | | | | | 772,864 | | |
| | | 6,264 | | | | Eaton Vance Tax-Managed Buy-Write Strategy Fund | | | | | 58,005 | | |
| | | 13,789 | | | | Franklin Ltd. Duration Income Trust | | | | | 132,788 | | |
| | | 37,609 | | | | Garrison Capital, Inc. 5 | | | | | 270,033 | | |
| | | 62,744 | | | | Highland Floating Rate Opportunities Fund 5 | | | | | 871,514 | | |
| | | 49,517 | | | | Invesco Dynamic Credit Opportunities Fund | | | | | 537,259 | | |
| | | 35,176 | | | | Invesco High Income Trust II 5 | | | | | 504,424 | | |
|
Number
of Shares |
| | | | |
Value
|
| ||||||
| | | | | | | Closed-end Funds (Continued) | | | | | | | |
| | | 14,812 | | | | Invesco Municipal Opportunity Trust 5 | | | | $ | 176,707 | | |
| | | 228,344 | | | | Invesco Senior Income Trust 5 | | | | | 959,045 | | |
| | | 22,670 | | | | Kayne Anderson MLP/Midstream Investment Co. 5 | | | | | 363,400 | | |
| | | 30,037 | | | | Lazard World Dividend & Income Fund, Inc. 5 | | | | | 297,667 | | |
| | | 39,648 | | | | Liberty All Star Growth Fund, Inc. 5 | | | | | 220,443 | | |
| | | 28,043 | | | | Morgan Stanley Emerging Markets Debt Fund, Inc. 5 | | | | | 252,107 | | |
| | | 7,580 | | | | Neuberger Berman California Municipal Fund, Inc. | | | | | 98,767 | | |
| | | 44,699 | | | | Neuberger Berman High Yield Strategies Fund, Inc. | | | | | 504,652 | | |
| | | 3,648 | | | | NexPoint Strategic Opportunities Fund 5 | | | | | 79,417 | | |
| | | 16,457 | | | | Nuveen California Quality Municipal Income Fund | | | | | 226,778 | | |
| | | 106,617 | | | | Nuveen Credit Strategies Income Fund 5 | | | | | 824,149 | | |
| | | 20,343 | | | | Nuveen Emerging Markets Debt 2022 Target Term Fund 5 | | | | | 177,188 | | |
| | | 10,198 | | | | Nuveen Intermediate Duration Quality Municipal Term Fund 5 | | | | | 133,390 | | |
| | | 18,154 | | | | Nuveen Mortgage Opportunity Term Fund 5 | | | | | 421,717 | | |
| | | 14,365 | | | | Nuveen Mortgage Opportunity Term Fund 2 5 | | | | | 323,213 | | |
| | | 176,437 | | | | Palmer Square Opportunistic Income Fund | | | | | 3,272,913 | | |
| | | 86,443 | | | | PGIM Global High Yield Fund, Inc. 5 | | | | | 1,205,015 | | |
| | | 29,128 | | | | PGIM High Yield Bond Fund, Inc. 5 | | | | | 413,035 | | |
| | | 461,766 | | | | PIMCO Flexible Credit Income Fund | | | | | 4,589,949 | | |
| | | 147,061 | | | | Pomona Investment LP 7 | | | | | 1,474,642 | | |
| | | 10,203 | | | | Special Opportunities Fund, Inc. 5 | | | | | 137,026 | | |
| | | 30,756 | | | | Sprott Focus Trust, Inc. 5 | | | | | 209,448 | | |
| | | 16,861 | | | | Templeton Emerging Markets Income Fund 5 | | | | | 172,657 | | |
| | | 69,718 | | | | Templeton Global Income Fund 5 | | | | | 439,223 | | |
| | | 8,198 | | | | The India Fund, Inc. 5 | | | | | 175,273 | | |
| | | 29,985 | | | | Tortoise Midstream Energy Fund, Inc. 5 | | | | | 420,390 | | |
| | | 24,584 | | | | Virtus Total Return Fund, Inc. 5 | | | | | 247,069 | | |
| | | 196,436 | | | | Voya Prime Rate Trust 5 | | | | | 938,964 | | |
| | | 1,943 | | | | Western Asset Corporate Loan Fund, Inc. | | | | | 18,400 | | |
| | | 28,228 | | | | Western Asset Global High Income Fund, Inc. 5 | | | | | 265,061 | | |
| | | | | | |
TOTAL Closed-End Funds
(Cost $29,102,918) |
| | | | 28,210,916 | | |
|
Principal
Amount |
| | | | |
Value
|
| ||||||
| | | | | | | Collateralized Mortgage Obligations – 13.7% | | ||||||
| | | | | | | Alternative Loan Trust | | | | | | | |
| | $ | 3,817,487 | | | |
Series 2005-59, Class 2X, 1.023%, 11/20/2035
1,4
|
| | | $ | 189,095 | | |
| | | 7,239,705 | | | |
Series 2006-HY10, Class 1X, 0.476%, 5/25/2036
1,4
|
| | | | 99,336 | | |
| | | | | | | American Home Mortgage Assets Trust | | | |||||
| | | 515,184 | | | |
Series 2006-6, Class XP, 1.400%, 12/25/2046
1,4
|
| | | | 41,382 | | |
| | | | | | | American Home Mortgage Investment Trust | | | | | | | |
| | | 235,296 | | | |
Series 2006-1, Class 12A1, 2.886% (LIBOR 1 Month+40 basis points), 3/25/2046
1,2
,4
|
| | | | 224,875 | | |
| | | 1,297,684 | | | |
Series 2006-2, Class 1A2, 2.806% (LIBOR 1 Month+32 basis points), 6/25/2046
1,2
,4
|
| | | | 523,071 | | |
| | | | | | | BAMLL Commercial Mortgage Securities Trust | | | |||||
| | | 500,000 | | | |
Series 2019-AHT, Class F, 6.678% (LIBOR 1 Month+420 basis points), 3/15/2021
4
|
| | | | 500,000 | | |
| | | | | | | Banc of America Funding Trust | | | |||||
| | | 813,918 | | | |
Series 2006-H, Class 4A1, 4.463%, 9/20/2046
1,4
|
| | | | 729,164 | | |
| | | | | | | CHL Mortgage Pass-Through Trust | | | |||||
| | | 6,955,856 | | | |
Series 2004-29, Class 1X, 0.913%, 2/25/2035
1,4
|
| | | | 121,832 | | |
| | | | | | | Citigroup Commercial Mortgage Trust | | | |||||
| | | 250,000 | | | |
Series 2018-TBR, Class F, 6.134% (LIBOR 1 Month+365 basis points), 12/15/2036
1,2,3
,4
|
| | | | 250,976 | | |
| | | | | | | COMM Mortgage Trust | | | |||||
| | | 500,000 | | | |
Series 2013-CR10, Class D, 4.793%, 8/10/2046
1,3,4
|
| | | | 495,294 | | |
| | | | | | | Csail Commercial Mortgage Trust | | | |||||
| | | 100,000 | | | |
Series 2015-C2, Class C, 4.204%, 6/15/2057
1,4
|
| | | | 98,930 | | |
| | | | | | | CSMC 2018-RPL2 Trust | | | |||||
| | | 500,000 | | | |
Series 2018-RPL2, Class A2, 4.204%, 8/25/2062
1,3,4
|
| | | | 491,548 | | |
| | | | | | | Deutsche Alt-A Securities Mortgage Loan Trust Series | | | |||||
| | | 2,000,000 | | | |
Series 2007-BAR1, Class A4, 2.726% (LIBOR 1 Month+24 basis points), 3/25/2037
1,2
,4
|
| | | | 255,792 | | |
| | | | | | | Fannie Mae Connecticut Avenue Securities | | | | | | | |
| | | 500,000 | | | |
Series 2018-C02, Class 2M2, 4.686% (LIBOR 1 Month+220 basis points), 8/25/2030
1,2
,4
|
| | | | 498,532 | | |
| | | 250,000 | | | |
Series 2018-C06, Class 2M2, 4.586% (LIBOR 1 Month+210 basis points), 3/25/2031
1,2
,4
|
| | | | 246,802 | | |
| | | | | | | Freddie Mac Structured Agency Credit Risk Debt Notes | | | | | | | |
| | | 750,000 | | | |
Series 2017-DNA3, Class M2, 4.986% (LIBOR 1 Month+250 basis points), 3/25/2030
1,2
,4
|
| | | | 768,041 | | |
| | | 250,000 | | | |
Series 2017-HQA3, Class M2, 4.836% (LIBOR 1 Month+235 basis points), 4/25/2030
1,2
,4
|
| | | | 253,592 | | |
| | | | | | | GS Mortgage Securities Trust 2018-HART | | | |||||
| | | 250,000 | | | |
Series 2018-HART, Class F, 6.384% (LIBOR 1 Month+390 basis points), 10/15/2031
2,3
,4
|
| | | | 250,700 | | |
|
Principal
Amount |
| | | | |
Value
|
| ||||||
| | | | | | | Collateralized Mortgage Obligations (Continued) | | ||||||
| | | | | | | Home Partners of America Trust | | | |||||
| | $ | 512,000 | | | |
Series 2018-1, Class F, 4.832% (LIBOR 1 Month+235 basis points),
7/17/2037 2,3 ,4 |
| | | $ | 507,772 | | |
| | | | | | | IndyMac INDX Mortgage Loan Trust | | | |||||
| | | 3,757,537 | | | |
Series 2004-AR12, Class AX2, 0.724%, 12/25/2034
1,4
|
| | | | 139,209 | | |
| | | | | | | J.P. Morgan Chase Commercial Mortgage Securities Trust | | | |||||
| | | 250,000 | | | |
Series 2018-ASH8, Class F, 6.484% (LIBOR 1 Month+400 basis points), 2/15/2035
1,2,3
,4
|
| | | | 251,290 | | |
| | | | | | | Luminent Mortgage Trust | | | |||||
| | | 393,871 | | | |
Series 2006-6, Class A2B, 2.726% (LIBOR 1 Month+24 basis points), 10/25/2046
1,2
,4
|
| | | | 307,702 | | |
| | | | | | | Morgan Stanley Mortgage Loan Trust | | | | | | | |
| | | 27,570 | | | |
Series 2007-10XS, Class A2, 6.250%, 2/25/2037
1,4
|
| | | | 18,361 | | |
| | | 555,549 | | | |
Series 2007-7AX, Class 2A1, 2.606% (LIBOR 1 Month+12 basis points), 4/25/2037
1,2
,4
|
| | | | 275,262 | | |
| | | | | | | RALI Series Trust | | | | | | | |
| | | 1,101,284 | | | |
Series 2008-QR1, Class 1A4, 6.000%, 8/25/2036
1
|
| | | | 937,811 | | |
| | | 548,805 | | | |
Series 2006-QS17, Class A7, 6.000%, 12/25/2036
1
|
| | | | 501,613 | | |
| | | | | | | Ready Capital Mortgage Trust 2019-5 | | | |||||
| | | 250,000 | | | |
Series 2019-5, Class E, 5.551%, 2/25/2052
1,3,4
|
| | | | 207,156 | | |
| | | | | | | Residential Asset Securitization Trust | | | | | | | |
| | | 1,543,447 | | | |
Series 2006-A8, Class 2A7, 6.500%, 8/25/2036
1
|
| | | | 801,381 | | |
| | | 484,435 | | | |
Series 2007-A6, Class 1A3, 6.000%, 6/25/2037
1
|
| | | | 418,719 | | |
| | | | | | | STACR Trust | | | |||||
| | | 500,000 | | | |
Series 2018-DNA3, Class M2, 4.586% (LIBOR 1 Month+210 basis points), 9/25/2048
1,2,3
,4
|
| | | | 493,269 | | |
| | | | | | | Verus Securitization Trust 2019-1 | | | |||||
| | | 250,000 | | | |
Series 2019-1, Class B1, 5.311%, 2/25/2059
1,3,4
|
| | | | 252,744 | | |
| | | | | | |
TOTAL Collateralized Mortgage Obligations
(Cost $11,428,151) |
| | | | 11,151,251 | | |
|
|
Number
of Shares |
| | | | |
Value
|
| ||||||
| | | | | | | Common Stocks – 25.1% | | ||||||
| | | | | | | Communications – 1.8% | | ||||||
| | | 165,772 | | | | eDreams ODIGEO S.A.* | | | | $ | 497,409 | | |
| | | 1,992 | | | | Fox Corp. – Class A* | | | | | 73,126 | | |
| | | 22,740 | | | | Houghton Mifflin Harcourt Co.* ,5 | | | | | 165,320 | | |
| | | 31,329 | | | | IMAX Corp.* ,5,6 | | | | | 710,542 | | |
| | | 26 | | | | Tribune Media Co. | | | | | 1,200 | | |
| | | | | | | | | | | | 1,447,597 | | |
| | | | | | | Consumer Discretionary – 2.5% | | ||||||
| | | 44,097 | | | | BlueLinx Holdings, Inc.* ,5 | | | | | 1,174,744 | | |
| | | 35,806 | | | | Garrett Motion, Inc.* ,5 | | | | | 527,422 | | |
| | | 39,223 | | | | Potbelly Corp.* ,5 | | | | | 333,788 | | |
| | | | | | | | | | | | 2,035,954 | | |
| | | | | | | Consumer Staples – 1.1% | | ||||||
| | | 41,734 | | | | Darling Ingredients, Inc.* ,5 | | | |
|
903,541
|
| |
| | | | | | | Energy – 0.4% | | ||||||
| | | 16,458 | | | | CrossAmerica Partners LP | | | |
|
300,523
|
| |
| | | | | | | Financials – 5.2% | | ||||||
| | | 4,504 | | | | 8i Enterprises Acquisition Corp.* ,6 | | | | | 45,220 | | |
| | | 5,404 | | | | Alberton Acquisition Corp.* ,6 | | | | | 54,310 | | |
| | | 5,590 | | | | Andina Acquisition Corp. III* ,6 | | | | | 56,459 | | |
| | | 2,674 | | | | Big Rock Partners Acquisition Corp.* | | | | | 27,596 | | |
| | | 330 | | | | Bioceres Crop Solutions Corp.* ,6 | | | | | 1,723 | | |
| | | 1,816 | | | | Black Ridge Acquisition Corp.* ,5 | | | | | 18,541 | | |
| | | 4,354 | | | | Boxwood Merger Corp.* | | | | | 43,845 | | |
| | | 11,640 | | | | BSB Bancorp, Inc.* | | | | | 382,258 | | |
| | | 3,127 | | | | CF Finance Acquisition Corp.* | | | | | 31,895 | | |
| | | 4,157 | | | | Chardan Healthcare Acquisition Corp.* | | | | | 41,695 | | |
| | | 3,751 | | | | ChaSerg Technology Acquisition Corp.* | | | | | 37,885 | | |
| | | 2,952 | | | | CM Seven Star Acquisition Corp.* ,5,6 | | | | | 21,579 | | |
| | | 3,744 | | | | Crescent Acquisition Corp.* | | | | | 37,440 | | |
| | | 5,717 | | | | DD3 Acquisition Corp.* ,6 | | | | | 57,970 | | |
| | | 5,437 | | | | Diamond Hill Investment Group, Inc. 5 | | | | | 761,180 | | |
| | | 3,751 | | | | Edtechx Holdings Acquisition Corp.* | | | | | 38,260 | | |
| | | 8,329 | | | | Ellie Mae, Inc.* | | | | | 821,989 | | |
| | | 2,268 | | | | Far Point Acquisition Corp. – Class A* | | | | | 22,567 | | |
| | | 3,235 | | | | FinTech Acquisition Corp. III* | | | | | 32,965 | | |
| | | 282 | | | | First Data Corp.* | | | | | 7,408 | | |
| | | 15,202 | | | | Gordon Pointe Acquisition Corp.* | | | | | 153,540 | | |
| | | 5,615 | | | | Graf Industrial Corp.* | | | | | 56,824 | | |
| | | 98,791 | | | | Great Elm Capital Group, Inc.* ,5 | | | | | 419,862 | | |
|
Number
of Shares |
| | | | |
Value
|
| ||||||
| | | | | | | Common Stocks (Continued) | | ||||||
| | | | | | | Financials (Continued) | | ||||||
| | | 4,074 | | | | Hennessy Capital Acquisition Corp. IV* | | | | $ | 41,066 | | |
| | | 1,206 | | | | Insurance Acquisition Corp.* | | | | | 12,181 | | |
| | | 2,223 | | | | Legacy Acquisition Corp.* | | | | | 22,319 | | |
| | | 6,444 | | | | Leisure Acquisition Corp.* | | | | | 64,440 | | |
| | | 1,391 | | | | Monocle Acquisition Corp.* | | | | | 13,924 | | |
| | | 15,771 | | | | MTech Acquisition Corp.* ,5 | | | | | 159,129 | | |
| | | 8,811 | | | | Mudrick Capital Acquisition Corp. – Class A* | | | | | 88,815 | | |
| | | 4,462 | | | | Oaktree Capital Group LLC | | | | | 221,538 | | |
| | | 11,416 | | | | One Madison Corp.* ,6 | | | | | 117,014 | | |
| | | 5,323 | | | | Opes Acquisition Corp.* | | | | | 54,028 | | |
| | | 1,867 | | | | Pivotal Acquisition Corp.* | | | | | 18,950 | | |
| | | 5,506 | | | | Schultze Special Purpose Acquisition Corp.* | | | | | 55,225 | | |
| | | 2,486 | | | | TCF Financial Corp. | | | | | 51,435 | | |
| | | 5,718 | | | | Trine Acquisition Corp.* | | | | | 57,294 | | |
| | | 4,032 | | | | Tuscan Holdings Corp.* | | | | | 41,893 | | |
| | | 3,408 | | | | Twelve Seas Investment Co.* ,6 | | | | | 34,080 | | |
| | | 4,175 | | | | Wealthbridge Acquisition Ltd.* ,6 | | | | | 41,750 | | |
| | | | | | | | | | | | 4,268,092 | | |
| | | | | | | Health Care – 1.0% | | ||||||
| | | 5,188 | | | | Celgene Corp.* | | | | | 489,436 | | |
| | | 3,080 | | | | Spark Therapeutics, Inc.* | | | | | 350,750 | | |
| | | | | | | | | | | | 840,186 | | |
| | | | | | | Industrials – 0.6% | | ||||||
| | | 9,696 | | | | Heritage-Crystal Clean, Inc.* | | | | | 266,155 | | |
| | | 127,711 | | | | Vertex Energy, Inc.* ,5 | | | | | 206,892 | | |
| | | | | | | | | | | | 473,047 | | |
| | | | | | | Materials – 3.8% | | ||||||
| | | 16,848 | | | | AdvanSix, Inc.* ,5 | | | | | 481,347 | | |
| | | 7,719 | | | | Berry Global Group, Inc.* ,5 | | | | | 415,823 | | |
| | | 123,372 | | | | Chemtrade Logistics Income Fund | | | | | 843,774 | | |
| | | 1,324 | | | | DowDuPont, Inc. | | | | | 70,583 | | |
| | | 76,134 | | | | Goldcorp, Inc. 6 | | | | | 870,973 | | |
| | | 10,583 | | | | SunCoke Energy Partners LP | | | | | 131,758 | | |
| | | 13,959 | | | | Univar, Inc.* | | | | | 309,332 | | |
| | | | | | | | | | | | 3,123,590 | | |
|
|
Number
of Shares |
| | | | |
Value
|
| ||||||
| | | | | | | Common Stocks (Continued) | | ||||||
| | | | | | | Technology – 8.5% | | ||||||
| | | 94,664 | | | | Adesto Technologies Corp.* ,5 | | | | $ | 572,717 | | |
| | | 4,005 | | | | ARRIS International PLC* ,6 | | | | | 126,598 | | |
| | | 7,421 | | | | Attunity Ltd.* ,6 | | | | | 174,022 | | |
| | | 85,461 | | | | EXFO, Inc.* ,5,6 | | | | | 316,206 | | |
| | | 9,654 | | | | KEMET Corp. | | | | | 163,828 | | |
| | | 4,586 | | | | Luxoft Holding, Inc.* ,6 | | | | | 269,244 | | |
| | | 8,127 | | | | Mellanox Technologies Ltd.* ,6 | | | | | 961,912 | | |
| | | 7,089 | | | | MicroStrategy, Inc. – Class A* ,5 | | | | | 1,022,588 | | |
| | | 20,240 | | | | OneSpan, Inc.* ,5 | | | | | 389,013 | | |
| | | 9,978 | | | | Quantenna Communications, Inc.* | | | | | 242,765 | | |
| | | 4,236 | | | | Red Hat, Inc.* ,5 | | | | | 773,917 | | |
| | | 73,347 | | | | Telenav, Inc.* ,5 | | | | | 445,216 | | |
| | | 4,458 | | | | Ultimate Software Group, Inc.* | | | | | 1,471,720 | | |
| | | | | | | | | | | | 6,929,746 | | |
| | | | | | | Utilities – 0.2% | | ||||||
| | | 8,440 | | | | Luxfer Holdings PLC 5,6 | | | |
|
210,831
|
| |
| | | | | | |
TOTAL Common Stocks
(Cost $20,093,563) |
| | | | 20,533,107 | | |
|
|
Principal
Amount |
| | | | | | | | | | |||
| | | | | | | Corporate Bonds – 1.2% | | ||||||
| | | | | | | Financials – 1.2% | | ||||||
| | $ | 500,000 | | | |
ConnectOne Bancorp, Inc.
5.200% (LIBOR 3 Month+284 basis points), 2/1/2028 1,4 |
| | | | 500,215 | | |
| | | 500,000 | | | |
Nationstar Mortgage Holdings, Inc.
8.125%, 7/15/2023 1,3 |
| | | | 515,000 | | |
| | | | | | | | | | | | 1,015,215 | | |
| | | | | | |
TOTAL Corporate Bonds
(Cost $1,000,000) |
| | | | 1,015,215 | | |
|
Principal
Amount |
| | | | |
Value
|
| ||||||
| | | | | | | Exchange-Traded Debt Securities – 1.0% | | ||||||
| | $ | 2,803 | | | |
Capital Southwest Corp.
5.950%, 12/15/2022 1 |
| | | $ | 71,280 | | |
| | | 1,965 | | | |
Monroe Capital Corp.
5.750%, 10/31/2023 1 |
| | | | 48,870 | | |
| | | 1,146 | | | |
OFS Capital Corp.
6.500%, 10/31/2025 1 |
| | | | 28,444 | | |
| | | 14,000 | | | |
Oxford Square Capital Corp.
6.500%, 3/30/2024 1 |
| | | | 356,720 | | |
| | | 400 | | | |
Stellus Capital Investment Corp.
5.750%, 9/15/2022 1 |
| | | | 10,080 | | |
| | | 7,281 | | | |
THL Credit, Inc.
6.750%, 12/30/2022 1 |
| | | | 183,554 | | |
| | | 4,620 | | | |
THL Credit, Inc.
6.125%, 10/30/2023 1 |
| | | | 117,440 | | |
| | | | | | |
TOTAL Exchange-Traded Debt Securities
(Cost $812,806) |
| | | | 816,388 | | |
|
Number
of Shares |
| | | | | ||||||||
| | | | | | | Investment Funds – 10.5% | | ||||||
| | | N/A | | | | DSC Meridian LP 7,10,12,16 | | | | | 1,520,085 | | |
| | | N/A | | | | Linden Investors LP 7,10,12,17 | | | | | 1,531,100 | | |
| | | 2,000 | | | | ShoreBridge Point72 LP 7,10,13,16 | | | | | 1,983,487 | | |
| | | N/A | | | | Walleye Opportunities LP 7,11,14,17 | | | | | 2,080,963 | | |
| | | N/A | | | | Whitebox Asymmetric LP 7,10,15,17 | | | | | 1,482,418 | | |
| | | | | | |
TOTAL Investment Funds
(Cost $8,500,000) |
| | | | 8,598,053 | | |
| | | | | | | Mutual Funds – 0.7% | | ||||||
| | | 21,841 | | | |
Morgan Stanley Institutional Fund, Inc. – Emerging Markets
Portfolio – Class I |
| | | | 528,118 | | |
| | | | | | |
TOTAL Mutual Funds
(Cost $557,568) |
| | | | 528,118 | | |
|
Number
of Contracts |
| | | | |
Value
|
| ||||||
| | | | | | | Purchased Options Contracts – 0.0% | | ||||||
| | | | | | | Call Options – 0.0% | | ||||||
| | | | | | | Mellanox Technologies, Ltd. | | | | | | | |
| | | 14 | | | |
Exercise Price: $115.00, Notional Amount: $161,000,
Expiration Date: June 21, 2019 |
| | | $ | 6,020 | | |
| | | | | | |
TOTAL Call Options
(Cost $6,743) |
| | | | 6,020 | | |
| | | | | | | Put Options – 0.0% | | ||||||
| | | | | | | Goldcorp, Inc. | | | |||||
| | | 14 | | | |
Exercise Price: $10.00, Notional Amount: $14,000,
Expiration Date: April 18, 2019 |
| | | | 84 | | |
| | | | | | | Utilities Select Sector SPDR Fund | | | | | | | |
| | | 27 | | | |
Exercise Price: $49.00, Notional Amount: $132,300,
Expiration Date: June 21, 2019 |
| | | | 230 | | |
| | | | | | |
TOTAL Put Options
(Cost $3,805) |
| | | | 314 | | |
| | | | | | |
TOTAL Purchased Options Contracts
(Cost $10,548) |
| | | | 6,334 | | |
|
Number of
Shares |
| | | | | | | | | | |||
| | | | | | | Rights – 0.0% | | ||||||
| | | 2,674 | | | | Big Rock Partners Acquisition Corp., Expiration Date: July 3, 2019* | | | | | 776 | | |
| | | 908 | | | | Black Ridge Acquisition Corp., Expiration Date: July 3, 2019* ,5 | | | | | 318 | | |
| | | 2,952 | | | | CM Seven Star Acquisition Corp., Expiration Date: April 25, 2019* ,5,6 | | | | | 974 | | |
| | | 18,163 | | | | Corium International, Expiration Date: March 31, 2020* ,5,8 | | | | | — | | |
| | | 35,774 | | | | Pan American Silver Corp. Expiration Date: February 22, 2029* ,6,8 | | | | | 8,192 | | |
| | | 3,408 | | | | Twelve Seas Investment Co.* ,6 | | | | | 920 | | |
| | | | | | |
TOTAL Rights
(Cost $—) |
| | | | 11,180 | | |
| | | | | | | Short-Term Investments – 1.0% | | ||||||
| | | 833,911 | | | |
Morgan Stanley Institutional Liquidity Fund – Government
Portfolio – Institutional Class, 2.28% 5,9 |
| | | | 833,911 | | |
| | | | | | |
TOTAL Short-Term Investments
(Cost $833,911) |
| | | | 833,911 | | |
| | | | | | | Units – 0.0% | | ||||||
| | | 1 | | | | Leisure Acquisition Corp.* | | | | | 10 | | |
| | | | | | |
TOTAL Units
(Cost $10) |
| | | | 10 | | |
|
Number
of Shares |
| | | | |
Value
|
| ||||||
| | | | | | | Warrants – 0.1% | | | | | | | |
| | | 1,337 | | | |
Big Rock Partners Acquisition Corp., Expiration Date: December 1,
2022* |
| | | $ | 241 | | |
| | | 4,994 | | | | Bioceres Crop Solutions Corp., Expiration Date: July 1, 2025* ,6 | | | | | 1,348 | | |
| | | 2,108 | | | | Black Ridge Acquisition Corp., Expiration Date: October 25, 2022* ,5 | | | | | 632 | | |
| | | 1,476 | | | |
CM Seven Star Acquisition Corp., Expiration Date: November 6,
2022* ,5,6 |
| | | | 251 | | |
| | | 756 | | | | Far Point Acquisition Corp., Expiration Date: June 1, 2025* | | | | | 945 | | |
| | | 15,202 | | | | Gordon Pointe Acquisition Corp., Expiration Date: January 25, 2023* | | | | | 5,625 | | |
| | | 2,223 | | | | Legacy Acquisition Corp., Expiration Date: November 30, 2022* | | | | | 667 | | |
| | | 3,222 | | | | Leisure Acquisition Corp., Expiration Date: December 28, 2022* | | | | | 1,392 | | |
| | | 15,771 | | | | MTech Acquisition Corp., Expiration Date: August 1, 2024* | | | | | 10,093 | | |
| | | 8,811 | | | | Mudrick Capital Acquisition Corp., Expiration Date: March 12, 2025* | | | | | 4,494 | | |
| | | 5,708 | | | | One Madison Corp., Expiration Date: February 22, 2023* ,6 | | | | | 6,450 | | |
| | | 1,031 | | | | OneSpaWorld Holding, Ltd., Expiration Date: March 19, 2024* | | | | | 2,485 | | |
| | | 5,323 | | | | Opes Acquisition Corp., Expiration Date: January 15, 2023* | | | | | 1,277 | | |
| | | 3,408 | | | | Twelve Seas Investment Co., Expiration Date: July 13, 2023* ,6 | | | | | 886 | | |
| | | | | | |
TOTAL Warrants
(Cost $2,485) |
| | | | 36,786 | | |
| | | | | | |
TOTAL Investments
– 104.3%
(Cost $85,985,059) |
| | | | 85,184,202 | | |
| | | | | | | Liabilities in Excess of Other Assets – (4.3)% | | | | | (3,489,105 ) | | |
| | | | | | | TOTAL Net Assets – 100.0% | | | | $ | 81,695,097 | | |
| | | | | | | Securities Sold Short – (14.9)% | | ||||||
| | | | | | | Common Stocks – (12.9)% | | ||||||
| | | | | | | Communications – (0.5)% | | ||||||
| | | (7,018 ) | | | | Gray Television, Inc.* | | | | | (149,904 ) | | |
| | | (16,593 ) | | | | Meet Group, Inc.* | | | | | (83,463 ) | | |
| | | (835 ) | | | | Shopify, Inc.* ,6 | | | | | (172,528 ) | | |
| | | | | | | | | | | | (405,895 ) | | |
| | | | | | | Consumer Discretionary – (2.9)% | | ||||||
| | | (400 ) | | | | Cracker Barrel Old Country Store, Inc. | | | | | (64,644 ) | | |
| | | (6,506 ) | | | | Denny’s Corp.* | | | | | (119,385 ) | | |
| | | (2,733 ) | | | | El Pollo Loco Holdings, Inc.* | | | | | (35,556 ) | | |
| | | (4,018 ) | | | | Freshpet, Inc.* | | | | | (169,921 ) | | |
| | | (3,130 ) | | | | Leggett & Platt, Inc. | | | | | (132,149 ) | | |
| | | (2,394 ) | | | | Lovesac Co.* | | | | | (66,577 ) | | |
| | | (4,041 ) | | | | Malibu Boats, Inc. – Class A* | | | | | (159,943 ) | | |
| | | (6,653 ) | | | | MarineMax, Inc.* | | | | | (127,471 ) | | |
| | | (13,932 ) | | | | Party City Holdco, Inc.* | | | | | (110,620 ) | | |
| | | (3,800 ) | | | | PCM, Inc.* | | | | | (139,194 ) | | |
| | | (2,292 ) | | | | Robert Half International, Inc. | | | | | (149,347 ) | | |
|
Number
of Shares |
| | | | |
Value
|
| ||||||
| | | | | | | Securities Sold Short (Continued) | | ||||||
| | | | | | | Common Stocks (Continued) | | ||||||
| | | | | | | Consumer Discretionary (Continued) | | ||||||
| | | (6,488 ) | | | | Ruth’s Hospitality Group, Inc. | | | | $ | (166,028 ) | | |
| | | (3,659 ) | | | | Sleep Number Corp.* | | | | | (171,973 ) | | |
| | | (1,541 ) | | | | Tesla, Inc.* | | | | | (431,264 ) | | |
| | | (8,755 ) | | | | Waitr Holdings, Inc.* | | | | | (107,599 ) | | |
| | | (3,020 ) | | | | Wingstop, Inc. | | | | | (229,611 ) | | |
| | | | | | | | | | | | (2,381,282 ) | | |
| | | | | | | Consumer Staples – (0.1)% | | ||||||
| | | (1,600 ) | | | | Ollie’s Bargain Outlet Holdings, Inc.* | | | |
|
(136,528
)
|
| |
| | | | | | | Energy – (0.0)% | | ||||||
| | | (3,212 ) | | | | American Superconductor Corp.* | | | |
|
(41,306
)
|
| |
| | | | | | | Financials – (1.6)% | | ||||||
| | | (4,624 ) | | | | Axos Financial, Inc.* | | | | | (133,911 ) | | |
| | | (2,403 ) | | | | Brookfield Asset Management, Inc. – Class A 6 | | | | | (112,100 ) | | |
| | | (1,264 ) | | | | Chemical Financial Corp. | | | | | (52,026 ) | | |
| | | (85 ) | | | | Fiserv, Inc.* | | | | | (7,504 ) | | |
| | | (350 ) | | | | General Finance Corp.* | | | | | (3,266 ) | | |
| | | (15,258 ) | | | | National General Holdings Corp. | | | | | (362,072 ) | | |
| | | (23,279 ) | | | | People’s United Financial, Inc. | | | | | (382,706 ) | | |
| | | (3,272 ) | | | | Seritage Growth Properties | | | | | (145,408 ) | | |
| | | (3,519 ) | | | | Trupanion, Inc.* | | | | | (115,212 ) | | |
| | | | | | | | | | | | (1,314,205 ) | | |
| | | | | | | Health Care – (2.7)% | | ||||||
| | | (10,234 ) | | | | AtriCure, Inc.* | | | | | (274,169 ) | | |
| | | (5,188 ) | | | | Bristol-Myers Squibb Co. | | | | | (247,519 ) | | |
| | | (400 ) | | | | Heska Corp.* | | | | | (34,048 ) | | |
| | | (3,250 ) | | | | iRhythm Technologies, Inc.* | | | | | (243,620 ) | | |
| | | (10,038 ) | | | | Lannett Co., Inc.* | | | | | (78,999 ) | | |
| | | (7,911 ) | | | | Mallinckrodt PLC* ,6 | | | | | (171,985 ) | | |
| | | (1,085 ) | | | | Pacira Pharmaceuticals, Inc.* | | | | | (41,295 ) | | |
| | | (4,755 ) | | | | STAAR Surgical Co.* | | | | | (162,573 ) | | |
| | | (5,755 ) | | | | Tactile Systems Technology, Inc.* | | | | | (303,404 ) | | |
| | | (8,848 ) | | | | Teladoc Health, Inc.* | | | | | (491,950 ) | | |
| | | (1,736 ) | | | | USANA Health Sciences, Inc.* | | | | | (145,598 ) | | |
| | | | | | | | | | | | (2,195,160 ) | | |
|
|
Number
of Shares |
| | | | |
Value
|
| ||||||
| | | | | | | Securities Sold Short (Continued) | | ||||||
| | | | | | | Common Stocks (Continued) | | ||||||
| | | | | | | Industrials – (1.1)% | | ||||||
| | | (8,635 ) | | | | AAON, Inc. | | | | $ | (398,764 ) | | |
| | | (3,645 ) | | | | ArcBest Corp. | | | | | (112,230 ) | | |
| | | (5,001 ) | | | | Kratos Defense & Security Solutions, Inc.* | | | | | (78,166 ) | | |
| | | (960 ) | | | | Littelfuse, Inc. | | | | | (175,181 ) | | |
| | | (3,392 ) | | | | Mobile Mini, Inc. | | | | | (115,124 ) | | |
| | | | | | | | | | | | (879,465 ) | | |
| | | | | | | Materials – (1.7)% | | ||||||
| | | (441 ) | | | | Dow, Inc.* | | | | | (22,769 ) | | |
| | | (1,324 ) | | | | DowDuPont, Inc.* | | | | | (47,757 ) | | |
| | | (24,971 ) | | | | Newmont Mining Corp. | | | | | (893,212 ) | | |
| | | (882 ) | | | | Pan American Silver Corp. 6 | | | | | (11,687 ) | | |
| | | (1,468 ) | | | | Quaker Chemical Corp. | | | | | (294,084 ) | | |
| | | (14,016 ) | | | | SunCoke Energy, Inc.* | | | | | (118,996 ) | | |
| | | | | | | | | | | | (1,388,505 ) | | |
| | | | | | | | |||||||
| | | | | | | Technology – (2.1)% | | ||||||
| | | (2,300 ) | | | | Amdocs Ltd. 6 | | | | | (124,453 ) | | |
| | | (2,200 ) | | | | Benefitfocus, Inc.* | | | | | (108,944 ) | | |
| | | (4,587 ) | | | | Ciena Corp.* | | | | | (171,279 ) | | |
| | | (4,610 ) | | | | CTS Corp. | | | | | (135,396 ) | | |
| | | (4,896 ) | | | | Diodes, Inc.* | | | | | (169,891 ) | | |
| | | (19,101 ) | | | | FormFactor, Inc.* | | | | | (307,334 ) | | |
| | | (7,231 ) | | | | Inovalon Holdings, Inc. – Class A* | | | | | (89,881 ) | | |
| | | (10,176 ) | | | | Inseego Corp.* | | | | | (48,031 ) | | |
| | | (3,108 ) | | | | Intelligent Systems Corp.* | | | | | (99,270 ) | | |
| | | (16,231 ) | | | | KeyW Holding Corp.* | | | | | (139,911 ) | | |
| | | (10,255 ) | | | | NetScout Systems, Inc.* | | | | | (287,858 ) | | |
| | | | | | | | | | | | (1,682,248 ) | | |
| | | | | | | Utilities – (0.2)% | | ||||||
| | | (17,400 ) | | | | Superior Plus Corp. | | | |
|
(149,080
)
|
| |
| | | | | | |
TOTAL Common Stocks
(Proceeds $10,589,646) |
| | | | (10,573,674 ) | | |
|
|
Number
of Shares |
| | | | |
Value
|
| ||||||
| | | | | | | Securities Sold Short (Continued) | | ||||||
| | | | | | | Exchange-Traded Funds – (2.0)% | | ||||||
| | | (5,500 ) | | | | iShares iBoxx High Yield Corporate Bond ETF | | | | $ | (475,585 ) | | |
| | | (4,291 ) | | | | iShares U.S. Home Construction ETF | | | | | (151,215 ) | | |
| | | (25,525 ) | | | | SPDR Bloomberg Barclays Short Term High Yield Bond ETF | | | | | (695,557 ) | | |
| | | (963 ) | | | | SPDR S&P500 ETF Trust | | | | | (272,028 ) | | |
| | | | | | |
TOTAL Exchange-Traded Funds
(Proceeds $1,561,483) |
| | | | (1,594,385 ) | | |
|
Number of
Contracts |
| | | | | | | | | | |||
| | | | | | | written Options Contracts – 0.0% | | ||||||
| | | | | | | Call Options – 0.0% | | ||||||
| | | | | | | Mellanox Technologies, Ltd. | | | | | | | |
| | | (22 ) | | | |
Exercise Price: $120.00, Notional Amount: $(264,000),
Expiration Date: June 21, 2019* |
| | | | (2,090 ) | | |
| | | (42 ) | | | |
Exercise Price: $120.00, Notional Amount: $(504,000),
Expiration Date: April 18, 2019* |
| | | | (210 ) | | |
| | | | | | | Red Hat, Inc. | | | | | | | |
| | | (3 ) | | | |
Exercise Price: $180.00, Notional Amount: $(54,000),
Expiration Date: May 17, 2019* |
| | | | (1,260 ) | | |
| | | | | | | SunCoke Energy, Inc. | | | | | | | |
| | | (8 ) | | | |
Exercise Price: $7.50, Notional Amount: $(6,000),
Expiration Date: June 21, 2019 |
| | | | (1,120 ) | | |
| | | (1 ) | | | |
Exercise Price: $180.00, Notional Amount: $(18,000),
Expiration Date: June 21, 2019* |
| | | | (550 ) | | |
| | | | | | |
TOTAL Call Options
(Proceeds $8,965) |
| | | | (5,230 ) | | |
| | | | | | | Put Options – 0.0% | | ||||||
| | | | | | | Celgene Corp. | | | | | | | |
| | | (5 ) | | | |
Exercise Price: $80.00, Notional Amount: $(40,000),
Expiration Date: April 19, 2019* |
| | | | (135 ) | | |
| | | (1 ) | | | |
Exercise Price: $85.00, Notional Amount: $(8,500),
Expiration Date: April 18, 2019* |
| | | | (44 ) | | |
| | | | | | | Utilities Select Sector SPDR Fund | | | | | | | |
| | | (27 ) | | | |
Exercise Price: $45.00, Notional Amount: $(121,500),
Expiration Date: June 21, 2019 |
| | | | (189 ) | | |
| | | | | | |
TOTAL Put Options
(Proceeds $1,640) |
| | | | (368 ) | | |
| | | | | | |
TOTAL written Options Contracts
(Proceeds $10,605) |
| | | | (5,598 ) | | |
| | | | | | |
TOTAL Securities Sold Short
(Proceeds $12,161,734) |
| | | $ | (12,173,657 ) | | |
|
Number of Contracts
|
| |
Description
|
| |
Expiration
Date |
| |
Value at
Trade Date |
| |
Value at
March 31, 2019 |
| |
Unrealized
Depreciation |
| |||||||||
(2) | | |
CBOT 10-Year Eris Swap
|
| |
March 2029
|
| | | $ | (203,577 ) | | | | | $ | (210,163 ) | | | | | $ | (6,586 ) | | |
(30) | | | CBOT 3-Year Eris Swap | | |
March 2021
|
| | | | (2,907,126 ) | | | | | | (2,942,478 ) | | | | | | (35,352 ) | | |
TOTAL FUTURES CONTRACTS | | | | | | | $ | (3,110,703 ) | | | | | $ | (3,152,641 ) | | | | | $ | (41,938 ) | | |
Security Type/Sector
|
| |
Percent of
Total Net Assets |
| |||
Asset-Backed Securities
|
| | | | 12.2 % | | |
Bank Loans
|
| | | | 4.3 % | | |
Closed-End Funds
|
| | | | 34.5 % | | |
Collateralized Mortgage Obligations
|
| | | | 13.7 % | | |
Common Stocks | | | | | | | |
Technology
|
| | | | 8.5 % | | |
Financials
|
| | | | 5.2 % | | |
Materials
|
| | | | 3.8 % | | |
Consumer Discretionary
|
| | | | 2.5 % | | |
Communications
|
| | | | 1.8 % | | |
Consumer Staples
|
| | | | 1.1 % | | |
Health Care
|
| | | | 1.0 % | | |
Industrials
|
| | | | 0.6 % | | |
Energy
|
| | | | 0.4 % | | |
Utilities
|
| | | | 0.2 % | | |
Total Common Stocks
|
| | | | 25.1 % | | |
Corporate Bonds | | | | | | | |
Financials
|
| | | | 1.2 % | | |
Total Corporate Bonds
|
| | | | 1.2 % | | |
Exchange-Traded Debt Securities
|
| | | | 1.0 % | | |
Investment Funds
|
| | | | 10.5 % | | |
Mutual Funds
|
| | | | 0.7 % | | |
Purchased Options Contracts | | | | | | | |
Call Options
|
| | | | 0.0 % | | |
Put Options
|
| | | | 0.0 % | | |
Total Purchased Options Contracts
|
| | | | 0.0 % | | |
Short-Term Investments
|
| | | | 1.0 % | | |
Rights
|
| | | | 0.0 % | | |
Warrants
|
| | | | 0.1 % | | |
Units
|
| | | | 0.0 % | | |
Total Investments
|
| | | | 104.3 % | | |
Liabilities in Excess of Other Assets
|
| | | | (4.3 )% | | |
Total Net Assets
|
| | | | 100.0 % | | |
| Assets: | | | | | | | |
|
Investments in unaffiliated issuers, at value (cost $85,974,511)
|
| | | $ | 85,177,868 | | |
|
Options, at value (cost $10,548)
|
| | | | 6,334 | | |
|
Cash deposited with broker
|
| | | | 29,033,911 | | |
|
Receivables:
|
| | | | | | |
|
Investment securities sold
|
| | | | 1,201,305 | | |
|
Investments purchased in advance
|
| | | | 750,000 | | |
|
Dividends and interest
|
| | | | 426,623 | | |
|
Variation margin
|
| | | | 3,749 | | |
|
Prepaid offering costs
|
| | | | 100,174 | | |
|
Total assets
|
| | | | 116,699,964 | | |
| Liabilities: | | | | | | | |
|
Borrowing agreement
|
| | | | 19,043,418 | | |
|
Securities sold short, at value (proceeds $12,151,129)
|
| | | | 12,168,059 | | |
|
Foreign currency due to custodian, at value (proceeds $1,050,587)
|
| | | | 1,028,181 | | |
|
Written options contracts, at value (proceeds $10,605)
|
| | | | 5,598 | | |
|
Payables:
|
| | | | | | |
|
Investment securities purchased
|
| | | | 2,523,791 | | |
|
Investment manager fees
|
| | | | 129,790 | | |
|
Auditing fees
|
| | | | 38,803 | | |
|
Legal fees
|
| | | | 29,220 | | |
|
Custody fees
|
| | | | 7,715 | | |
|
Dividends and interest on securities sold short
|
| | | | 5,731 | | |
|
Fund administration fees
|
| | | | 3,920 | | |
|
Transfer agent fees and expenses
|
| | | | 3,549 | | |
|
Pricing expense
|
| | | | 3,388 | | |
|
Fund accounting fees
|
| | | | 3,063 | | |
|
Directors’ fees and expenses
|
| | | | 60 | | |
|
Chief Compliance Officer fees
|
| | | | 32 | | |
|
Stock exchange listing fees
|
| | | | 20 | | |
|
Accrued other expenses
|
| | | | 10,529 | | |
|
Total liabilities
|
| | | | 35,004,867 | | |
|
Net Assets
|
| | | $ | 81,695,097 | | |
| Components of Net Assets: | | | | | | | |
|
Paid-in capital (par value of $0.01 per share with an unlimited number of shares authorized)
|
| | | | 83,126,626 | | |
|
Total accumulated deficit
|
| | | | (1,431,529 ) | | |
|
Net Assets
|
| | | $ | 81,695,097 | | |
| Offering Price per Share: | | | | | | | |
|
Investor Class Shares:
|
| | | | | | |
|
Net assets applicable to shares outstanding
|
| | | $ | 81,695,097 | | |
|
Shares of beneficial interest issued and outstanding
|
| | | | 5,696,426 | | |
|
Offering and redemption price per share
|
| | | $ | 14.34 | | |
| Investment Income: | | | | | | | |
|
Dividends from unaffiliated issuers (net of withholding tax of $3,089)
|
| | | $ | 3,429,410 | | |
|
Dividends from affiliated issuers
|
| | | | 250,851 | | |
|
Interest
|
| | | | 1,938,633 | | |
|
Total investment income
|
| | | | 5,618,894 | | |
| Expenses: | | | | | | | |
|
Investment manager fees
|
| | | | 1,586,099 | | |
|
Interest expense on borrowing agreement
|
| | | | 517,810 | | |
|
Dividends on securities sold short
|
| | | | 242,935 | | |
|
Legal fees
|
| | | | 138,421 | | |
|
Interest expense on securities sold short
|
| | | | 60,575 | | |
|
Fund administration fees
|
| | | | 46,377 | | |
|
Directors’ fees and expenses
|
| | | | 45,024 | | |
|
Stock exchange listing fees
|
| | | | 44,444 | | |
|
Custody fees
|
| | | | 44,303 | | |
|
Auditing fees
|
| | | | 41,425 | | |
|
Fund accounting fees
|
| | | | 35,573 | | |
|
Transfer agent fees and expenses
|
| | | | 31,442 | | |
|
Broker expenses
|
| | | | 31,189 | | |
|
Pricing fees
|
| | | | 30,760 | | |
|
Offering costs
|
| | | | 29,869 | | |
|
Shareholder reporting fees
|
| | | | 17,141 | | |
|
Chief Compliance Officer fees
|
| | | | 17,070 | | |
|
Registration fees
|
| | | | 13,644 | | |
|
Insurance fees
|
| | | | 10,564 | | |
|
SEC fees
|
| | | | 1,146 | | |
|
Miscellaneous
|
| | | | 13,726 | | |
|
Total expenses
|
| | | | 2,999,537 | | |
|
Net investment income
|
| | | | 2,619,357 | | |
|
Realized and Unrealized Gain (Loss) on Investments, Securities Sold Short, Purchased Options Contracts, Written Options Contracts, Futures Contracts, Swaps and Foreign Currency
|
| ||||||
|
Net realized gain (loss) on:
|
| | | | | | |
|
Investments in unaffiliated issuers
|
| | | | 619,641 | | |
|
Investments in affiliated issuers
|
| | | | (328,281 ) | | |
|
Securities sold short
|
| | | | 262,747 | | |
|
Purchased options contracts
|
| | | | (214,881 ) | | |
|
Written options contracts
|
| | | | (82,972 ) | | |
|
Futures contracts
|
| | | | (10,386 ) | | |
|
Foreign currency transactions
|
| | | | 86,930 | | |
|
Swap contracts
|
| | | | 302 | | |
|
Net realized gain
|
| | | | 333,100 | | |
|
Net change in unrealized appreciation/depreciation on:
|
| | | | | | |
|
Investments in unaffiliated issuers
|
| | | | 559,571 | | |
|
Investments in affiliated issuers
|
| | | | 82,226 | | |
|
Purchased options contracts
|
| | | | 23,531 | | |
|
Securities sold short
|
| | | | 173,558 | | |
|
Written options contracts
|
| | | | 53,388 | | |
|
Futures contracts
|
| | | | (41,938 ) | | |
|
Foreign currency translations
|
| | | | 20,776 | | |
|
Forward foreign currency contracts
|
| | | | (95 ) | | |
|
Net change in unrealized appreciation/depreciation
|
| | | | 871,017 | | |
|
Net realized and unrealized gain on investments and securities sold short purchased options contracts, written options contracts, futures contracts, swaps and foreign currency
|
| | | | 1,204,117 | | |
|
Net Increase in Net Assets from Operations
|
| | | $ | 3,823,474 | | |
|
| | |
For the Year
Ended March 31, 2019 |
| |
For the Period
October 2, 2017* Through March 31, 2018 |
| ||||||
Increase (Decrease) in Net Assets from: | | | | | | | | | | | | | |
Operations: | | | | | | | | | | | | | |
Net investment income
|
| | | $ | 2,619,357 | | | | | $ | 54,622 | | |
Net realized gain (loss) on investments, securities sold short, purchased option contracts, written option contracts, futures contracts and foreign currency
|
| | | | 333,100 | | | | | | (299,676 ) | | |
Net change in unrealized appreciation/depreciation on investments,
securities sold short, purchased option contracts, written option contracts, futures contracts and foreign currency |
| | | | 871,017 | | | | | | (1,703,337 ) | | |
Net increase (decrease) in net assets resulting from operations
|
| | | | 3,823,474 | | | | | | (1,948,391 ) | | |
Distributions to Shareholders: | | | | | | | | | | | | | |
Distributions:
1
|
| | | | (4,377,885 ) | | | | | | | | |
From return of capital
|
| | | | (1,070,422 ) | | | | | | | | |
Total distributions to shareholders
|
| | | | (5,448,307 ) | | | | | | | | |
From net realized gains:
|
| | | | | | | | | | (6,916 ) | | |
Total distributions to shareholders
|
| | | | | | | | | | (6,916 ) | | |
Capital Transactions: | | | | | | | | | | | | | |
Net proceeds from shares sold:
|
| | | | — | | | | | | 83,606,900 | | |
Reinvestment of distributions:
|
| | | | 1,668,050 | | | | | | 6,450 | | |
Cost of shares redeemed:
|
| | | | (6,163 ) | | | | | | — | | |
Net increase in net assets from capital transactions
|
| | | | 1,661,887 | | | | | | 83,613,350 | | |
Total increase in net assets
|
| | | | 37,054 | | | | | | 81,658,043 | | |
Net Assets: | | | | | | | | | | | | | |
Beginning of period
|
| | | | 81,658,043 | | | | | | — | | |
End of period
2
|
| | | $ | 81,695,097 | | | | | $ | 81,658,043 | | |
Capital Share Transactions: | | | | | | | | | | | | | |
Shares sold:
|
| | | | — | | | | | | 5,580,409 | | |
Shares reinvested:
|
| | | | 116,007 | | | | | | 430 | | |
Shares redeemed:
|
| | | | (420 ) | | | | | | — | | |
Net increase in capital share transactions
|
| | | | 115,587 | | | | | | 5,580,839 | | |
| Increase (Decrease) in Cash: | | | | | | | |
|
Cash flows provided by (used for) operating activities:
|
| | | | | | |
|
Net increase in net assets resulting from operations
|
| | | $ | 3,823,474 | | |
|
Adjustments to reconcile net decrease in net assets from operations to net cash used for operating activities:
|
| | | | | | |
|
Purchases of long-term portfolio investments
|
| | | | (223,565,952 ) | | |
|
Sales of long-term portfolio investments
|
| | | | 217,003,171 | | |
|
Proceeds from securities sold short
|
| | | | 70,975,654 | | |
|
Cover short securities
|
| | | | (67,956,204 ) | | |
|
Proceeds from written options
|
| | | | 447,815 | | |
|
Closed written options
|
| | | | (570,462 ) | | |
|
Sales of short-term investments, net
|
| | | | 6,881,812 | | |
|
Return of capital
|
| | | | 3,914,818 | | |
|
Decrease in foreign currency
|
| | | | 143,285 | | |
|
Increase in cash deposited with broker
|
| | | | (13,381,163 ) | | |
|
Increase in dividends and interest receivable
|
| | | | (108,140 ) | | |
|
Increase in variation margin
|
| | | | (3,749 ) | | |
|
Decrease in prepaid expenses
|
| | | | 5,491 | | |
|
Increase in prepaid offering costs
|
| | | | (70,305 ) | | |
|
Increase in foreign currency due to custodian
|
| | | | 59,815 | | |
|
Decrease in due to custodian
|
| | | | (117,275 ) | | |
|
Increase in investment manager fees
|
| | | | 8,070 | | |
|
Decrease in dividends and interest on securities sold short
|
| | | | (5,266 ) | | |
|
Decrease in accrued expenses
|
| | | | (19,158 ) | | |
|
Net amortization on investments
|
| | | | (61,777 ) | | |
|
Net realized gain
|
| | | | (159,030 ) | | |
|
Net change in unrealized appreciation/depreciation
|
| | | | (892,178 ) | | |
|
Net cash used for operating activities
|
| | | | (3,647,254 ) | | |
|
Cash flows provided by (used for) financing activities:
|
| | | | | | |
|
Proceeds from shares sold
|
| | | | — | | |
|
Cost of shares redeemed
|
| | | | (6,163 ) | | |
|
Dividends paid to shareholders, net of reinvestments
|
| | | | (3,780,257 ) | | |
|
Proceeds from borrowing agreement, net
|
| | | | 7,433,674 | | |
|
Net cash provided by financing activities
|
| | | | 3,647,254 | | |
|
Net increase (decrease) in cash
|
| | | | — | | |
|
Cash:
|
| | | | | | |
|
Beginning of period
|
| | | | — | | |
|
End of period
|
| | | $ | — | | |
| | |
For the Year
Ended March 31, 2019 |
| |
For the Period
October 2, 2017* Through March 31, 2018 |
| ||||||
Net asset value, beginning of period
|
| | | $ | 14.63 | | | | | $ | 15.00 | | |
Income from Investment Operations: | | | | | | | | | | | | | |
Net investment income
1
|
| | | | 0.47 | | | | | | 0.02 | | |
Net realized and unrealized gain (loss) on investments
|
| | | | 0.21 | | | | | | (0.39 ) | | |
Total from investment operations
|
| | | | 0.68 | | | | | | (0.37 ) | | |
Less Distributions: | | | | | | | | | | | | | |
From net investment income
|
| | | | (0.52 ) | | | | | | — | | |
From net realized gains
|
| | | | (0.24 ) | | | | | | — 2 | | |
From return of capital
|
| | | | (0.21 ) | | | | | | — | | |
Total distributions
|
| | | | (0.97 ) | | | | | | — | | |
Net asset value, end of period
|
| | | $ | 14.34 | | | | | $ | 14.63 | | |
Per Share market value, end of period
|
| | | $ | 14.02 | | | | | | N/A 3 | | |
Total net asset value return
|
| | | | 4.83 % | | | | | | (2.45 )% 4 | | |
Total market value return
|
| | | | 2.49 % | | | | | | N/A 3 | | |
Ratios and Supplemental Data: | | | | | | | | | | | | | |
Net assets, end of period (in thousands)
|
| | | $ | 81,695 | | | | | $ | 81,658 | | |
Ratio of expenses to average net assets: | | | | | | | | | | | | | |
(including interest expense and interest on securities sold short)
|
| | | | 3.67 % 6 | | | | | | 3.46 % 5,6 | | |
Ratio of net investment income to average net assets: | | | | | | | | | | | | | |
(including interest expense and interest on securities sold short)
|
| | | | 3.21 % | | | | | | 0.21 % 5 | | |
Portfolio turnover rate
|
| | | | 282 % | | | | | | 79 % 4 | | |
Senior Securities | | | | | | | | | | | | | |
Total borrowings (000’s omitted)
|
| | | $ | 19,043 | | | | | $ | 11,610 | | |
Asset coverage per $1,000 unit of senior indebtedness
7
|
| | | $ | 5,290 | | | | | $ | 8,034 | | |
|
Cost of investments
|
| | | $ | 74,377,649 | | |
|
Gross unrealized appreciation
|
| | | $ | 2,602,192 | | |
|
Gross unrealized depreciation
|
| | | | (3,969,296 ) | | |
|
Net unrealized depreciation on investments
|
| | | $ | (1,367,104 ) | | |
|
Increase (Decrease)
|
| |||
|
Paid-In Capital
|
| |
Total Accumulated Deficit
|
|
|
$(1,073,031)
|
| |
$1,073,031
|
|
|
Undistributed ordinary income
|
| | | $ | — | | |
|
Undistributed long-term gains
|
| | | | — | | |
|
Tax accumulated earnings
|
| | | | — | | |
|
Accumulated capital and other losses
|
| | | | — | | |
|
Unrealized depreciation on investments
|
| | | | (1,367,104 ) | | |
|
Total accumulated deficit
|
| | | $ | (1,367,104 ) | | |
| | |
2018
|
| |
2017
|
| ||||||
Distribution paid from: | | | | | | | | | | | | | |
Ordinary income
|
| | | $ | 2,626,669 | | | | | $ | 5,858 | | |
Net long-term capital gains
|
| | | | 403,175 | | | | | | 1,058 | | |
Return of capital
|
| | | | 1,070,422 | | | | | | — | | |
Total distributions paid
|
| | | $ | 4,100,266 | | | | | $ | 6,916 | | |
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Assets | | | | | | ||||||||||||||||||||
Investments | | | | | | ||||||||||||||||||||
Asset-Backed Securities
|
| | | $ | — | | | | | $ | 9,970,433 | | | | | $ | — | | | | | $ | 9,970,433 | | |
Bank Loans
|
| | | | — | | | | | | — | | | | | | 3,472,500 | | | | | | 3,472,500 | | |
Closed-End Funds
|
| | | | 26,736,274 | | | | | | — | | | | | | — | | | | | | 26,736,274 | | |
Collateralized Mortgage Obligations
|
| | | | — | | | | | | 11,151,251 | | | | | | — | | | | | | 11,151,251 | | |
Common Stock
|
| | | | | ||||||||||||||||||||
Communications
|
| | | | 1,447,597 | | | | | | — | | | | | | — | | | | | | 1,447,597 | | |
Consumer Discretionary
|
| | | | 2,035,954 | | | | | | — | | | | | | — | | | | | | 2,035,954 | | |
Consumer Staples
|
| | | | 903,541 | | | | | | — | | | | | | — | | | | | | 903,541 | | |
Energy
|
| | | | 300,523 | | | | | | — | | | | | | — | | | | | | 300,523 | | |
Financials
|
| | | | 4,069,332 | | | | | | 198,760 | | | | | | — | | | | | | 4,268,092 | | |
Health Care
|
| | | | 840,186 | | | | | | — | | | | | | — | | | | | | 840,186 | | |
Industrials
|
| | | | 473,047 | | | | | | — | | | | | | — | | | | | | 473,047 | | |
Materials
|
| | | | 3,123,590 | | | | | | — | | | | | | — | | | | | | 3,123,590 | | |
Technology
|
| | | | 6,929,746 | | | | | | — | | | | | | — | | | | | | 6,929,746 | | |
Utilities
|
| | | | 210,831 | | | | | | — | | | | | | — | | | | | | 210,831 | | |
Corporate Bonds*
|
| | | | — | | | | | | 1,015,215 | | | | | | — | | | | | | 1,015,215 | | |
Exchange-Traded Debt Securities**
|
| | | | 816,388 | | | | | | — | | | | | | — | | | | | | 816,388 | | |
Mutual Funds
|
| | | | 528,118 | | | | | | — | | | | | | — | | | | | | 528,118 | | |
Purchased Options Contracts
|
| | | | 6,104 | | | | | | 230 | | | | | | — | | | | | | 6,334 | | |
Rights
|
| | | | 2,212 | | | | | | 776 | | | | | | 8,192 | | | | | | 11,180 | | |
Units
|
| | | | — | | | | | | 10 | | | | | | — | | | | | | 10 | | |
Warrants
|
| | | | 27,416 | | | | | | 9,370 | | | | | | — | | | | | | 36,786 | | |
Short-Term Investments
|
| | | | 833,911 | | | | | | — | | | | | | — | | | | | | 833,911 | | |
Subtotal | | | | $ | 49,284,770 | | | | | $ | 22,346,045 | | | | | $ | 3,480,692 | | | | | $ | 75,111,507 | | |
Closed-End Funds
|
| | | | | | | | | | | | | | | | | | | | | | 1,474,642 | | |
Investment Funds
|
| | | | | | | | | | | | | | | | | | | | | | 8,598,053 | | |
Total Assets
|
| | | | | | | | | | | | | | | | | | | | | | 85,184,202 | | |
Liabilities | | | | | | ||||||||||||||||||||
Securities Sold Short | | | | | | ||||||||||||||||||||
Common Stocks**
|
| | | $ | 10,573,674 | | | | | $ | — | | | | | $ | — | | | | | $ | 10,573,674 | | |
Exchange-Traded Funds**
|
| | | | 1,594,385 | | | | | | — | | | | | | — | | | | | | 1,594,385 | | |
Written Options Contracts
|
| | | | 5,409 | | | | | | 189 | | | | | | — | | | | | | 5,598 | | |
Other Financial Instruments 1 | | | | | | ||||||||||||||||||||
Futures Contracts
|
| | | | 41,938 | | | | | | — | | | | | | — | | | | | | 41,938 | | |
Total Liabilities
|
| | | $ | 12,215,406 | | | | | $ | 189 | | | | | $ | — | | | | | $ | 12,215,595 | | |
|
Beginning balance March 31, 2018
|
| | | $ | — | | |
|
Transfers into Level 3 during the period
|
| | | | — | | |
|
Transfers out of Level 3 during the period
|
| | | | — | | |
|
Total realized gain/(loss)
|
| | | | — | | |
|
Total unrealized appreciation/(depreciation)
|
| | | | 7,249 | | |
|
Net purchases
|
| | | | 3,472,500 | | |
|
Net sales
|
| | | | — | | |
|
Amortization
|
| | | | 943 | | |
|
Balance as of March 31, 2019
|
| | | $ | 3,480,692 | | |
Fair Value March 31,
2019 |
| |
Valuation
Methodologies |
| |
Unobservable
Input 1 |
| |
Input
Range/Value |
| |
Impact to
Valuation from an increase in Input 2 |
| |||
$3,480,692
|
| |
Recent Transaction Price
|
| |
Recent Transaction Price
|
| | | | — | | | |
Increase
|
|
Security Description
|
| |
Value
Beginning of Year |
| |
Purchases
|
| |
Sales
Proceeds |
| |
Net Realized
Gain (Loss) |
| |
Change in
Unrealized Appreciation (Depreciation) |
| |
Value End
of Year |
| |
Interest/
Income Credited to Income |
| |||||||||||||||||||||
RiverNorth
Marketplace Lending Corporation |
| | | $ | 3,467,774 | | | | | $ | — | | | | | $ | (3,221,718 ) | | | | | $ | (328,282 ) | | | | | $ | 82,226 | | | | | $ | — | | | | | $ | 250,851 | | |
Security Description
|
| |
Principal Amount/Shares
Beginning of Year |
| |
Purchases
|
| |
Sales
|
| |
Principal Amount/Shares
End of Year |
| ||||||||||||
RiverNorth Marketplace Lending Corporation
|
| | | | 144,792 | | | | | | — | | | | | | (144,792 ) | | | | | | — | | |
| | |
Asset Derivatives
|
| |
Liability Derivatives
|
| ||||||||||||
Derivatives not designated as
hedging instruments |
| |
Statement of Asset
and Liabilities Location |
| |
Value
|
| |
Statement of Asset
and Liabilities Location |
| |
Value
|
| ||||||
Equity price risk | | |
Purchased options contracts, at value
|
| | | $ | 6,334 | | | |
Written options
contracts, at value |
| | | $ | 5,598 | | |
Interest rate risk | | | | | | | | | | | |
Unrealized
appreciation on open futures contracts |
| | | | 41,938 | | |
Total | | | | | | | $ | 6,334 | | | | | | | | $ | 47,536 | | |
|
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
|
| ||||||||||||||||||||||||
Derivatives not designated as hedging instruments
|
| |
Purchased
Options Contracts |
| |
Written
Options Contracts |
| |
Futures
Contracts |
| |
Swap
Contracts |
| ||||||||||||
Equity price risk
|
| | | $ | (214,881 ) | | | | | $ | (82,972 ) | | | | | $ | — | | | | | $ | 302 | | |
Interest rate risk
|
| | | | — | | | | | | — | | | | | | (10,386 ) | | | | | | — | | |
Total
|
| | | $ | (214,881 ) | | | | | $ | (82,972 ) | | | | | $ | (10,386 ) | | | | | $ | 302 | | |
|
Derivative
|
| |
Quarterly Average
|
| |
Amount
|
| |||
Options Contracts — Purchased
|
| |
Average Notional Value
|
| | | $ | 1,897,760 | | |
Options Contracts — Written
|
| |
Average Notional Value
|
| | | | (1,876,320 ) | | |
Futures Contracts — Short
|
| |
Average Notional Value
|
| | | | (1,787,524 ) | | |
Director Nominee
|
| |
Votes For
|
| |
Votes Withheld
|
| ||||||
Anthony Fischer
|
| | | | 4,674,854.195 | | | | | | 20.000 | | |
David G. Lee
|
| | | | 4,674,874.195 | | | | | | 0.000 | | |
Name, Address
and Year of Birth |
| |
Position(s)
Held With the Fund |
| |
Length of
Time Served |
| |
Principal Occupation(s)
During Past 5 Years |
| |
Number of
Portfolios in Fund Complex* Overseen by Director |
| |
Other
Directorships Held by Director |
|
David G. Lee
Year of Birth: 1952
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | Director | | |
Since
Inception |
| |
President and Director, Client Opinions, Inc. (2003 – 2012); Chief Operating Officer, Brandywine Global Investment Management
(1998 – 2002). |
| |
6
|
| |
None
|
|
Robert Seyferth
Year of Birth: 1952
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | Director | | |
Since
Inception |
| |
Chief Procurement Officer/Senior Managing Director, Bear Stearns/
JP Morgan Chase (1993 – 2009). |
| |
6
|
| |
None
|
|
Gary Shugrue
Year of Birth: 1954
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | Director | | |
Since
January 1, 2018 |
| |
Managing Director, Veritable LP (2016 – Present)
Founder/President, Ascendant Capital Partners, LP (2001 – 2015). |
| |
6
|
| |
Trustee, Quaker Investment Trust (5 portfolios) (registered investment company); Scotia Institutional Funds (2006 – 2014) (3 portfolios)
(registered investment company) |
|
Name, Address
and Year of Birth |
| |
Position(s)
Held With the Fund |
| |
Length of
Time Served |
| |
Principal Occupation(s)
During Past 5 Years |
| |
Number of
Portfolios in Fund Complex* Overseen by Director |
| |
Other
Directorships Held by Director or Officer |
|
Anthony Fischer**
Year of Birth: 1959
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | Chairman and Director | | | Since Inception | | | Executive Director – National Sales of UMB Bank for Institutional Banking and Asset Servicing (Until 2018); President of UMB Fund Services (2014 – 2018); Executive Vice President in charge of Business Development, UMB Fund Services (2013 – 2014); Senior Vice President in Business Development, UMB Fund Services (2008 – 2013). | | |
6
|
| |
None
|
|
Name, Address
and Year of Birth |
| |
Position(s)
Held With the Fund |
| |
Length of
Time Served |
| |
Principal Occupation(s)
During Past 5 Years |
| |
Number of
Portfolios in Fund Complex* Overseen by Director |
| |
Other
Directorships Held by Director or Officer |
|
Michael Peck
Year of Birth:1980
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | President | | | Since Inception | | | President and Co-CIO, Vivaldi Capital Management, LLC (2012 – present); Portfolio Manager, Coe Capital Management (2010 – 2012); Senior Financial Analyst and Risk Manager, the Bond Companies (2006 – 2008). | | |
N/A
|
| |
N/A
|
|
Chad Eisenberg
Year of Birth: 1982
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | Treasurer | | | Since Inception | | |
Chief Operating Officer, Vivaldi Capital Management LLC (2012 – present); Director, Coe Capital Management LLC
(2010 – 2011). |
| |
N/A
|
| |
N/A
|
|
Perpetua Seidenberg
Year of Birth: 1990
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | Chief Compliance Officer | | |
Since
June 5, 2018 |
| |
Compliance Director, Vigilant Compliance, LLC (an investment management services company)
(2014 – Present); Auditor, PricewaterhouseCoopers from (2012 – 2014). |
| |
N/A
|
| |
N/A
|
|
Ann Maurer
Year of Birth: 1972
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | Secretary | | | Since September 5, 2018 | | |
Senior Vice President, Client Services (2017 – Present); Vice President, Senior Client Service Manager
(2013 – 2017), Assistant Vice President, Client Relations Manager (2002 – 2013); UMB Fund Services, Inc. |
| |
N/A
|
| |
N/A
|
|
| | | |
TICKER
|
| |
CUSIP
|
| ||||||
|
Vivaldi Opportunities Fund
|
| | | | VAM | | | | | | 92853C207 | | |
| |
FACTS
|
| | |
WHAT DOES THE FUND DO WITH YOUR PERSONAL INFORMATION?
|
| |
| | Why? | | | | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. | | |
| | What? | | | |
The types of personal information we collect and share depend on the product or service you have with us. This information can include:
•
Social Security number
•
account balances
•
account transactions
•
transaction history
•
wire transfer instructions
•
checking account information
Even when you are
no longer
our customer, we continue to share your information as described in this notice.
|
| |
| | How? | | | | All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons funds choose to share; and whether you can limit this sharing. | | |
| |
Reasons we can share your personal information
|
| | |
Does the Fund share?
|
| | |
Can you limit this sharing?
|
| |
| | For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | | | | Yes | | | | No | | |
| |
For our marketing purposes —
to offer our products and services to you
|
| | | No | | | | We don’t share | | |
| |
For joint marketing with other financial companies
|
| | | No | | | | We don’t share | | |
| |
For our affiliates’ everyday business purposes —
information about your transactions and experiences
|
| | | Yes | | | | No | | |
| |
For our affiliates’ everyday business purposes —
information about your creditworthiness
|
| | | No | | | | We don’t share | | |
| |
For our affiliates to market to you
|
| | | No | | | | We don’t share | | |
| |
For nonaffiliates to market to you
|
| | | No | | | | We don’t share | | |
| |
What we do
|
| | | | | |
| |
How does the Fund protect my personal information?
|
| | | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. | | |
| |
How does the Fund collect my personal information?
|
| | |
We collect your personal information, for example, when you
•
open an account
•
provide account information
•
give us your contact information
•
make a wire transfer
•
tell us where to send money
We also collect your information from others, such as credit bureaus, affiliates, or other companies.
|
| |
| |
Why can’t I limit all sharing?
|
| | |
Federal law gives you the right to limit only
•
sharing for affiliates’ everyday business purposes — information about your creditworthiness
•
sharing for affiliates from using your information to market to you
•
sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
|
| |
| |
Definitions
|
| | | | | |
| |
Affiliates
|
| | |
Companies related by common ownership or control. They can be financial and nonfinancial companies.
•
Our affiliates include companies such as Vivaldi Asset Management, LLC.
|
| |
| |
Nonaffiliates
|
| | |
Companies not related by common ownership or control. They can be financial and nonfinancial companies.
•
The Fund doesn’t share with nonaffiliates so they can market to you.
|
| |
| |
Joint marketing
|
| | |
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
•
The Fund doesn’t jointly market.
|
| |
| | Questions? | | | |
Call 1-877-779-1999.
|
| |
ITEM 2. CODE OF ETHICS.
(a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.
(c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics description.
(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
As of the end of the period covered by the report, the registrant's board of directors has determined that Mr. David G. Lee, Mr. Robert Seyferth and Mr. Gary Shugrue are qualified to serve as the audit committee financial experts serving on its audit committee and that they are "independent," as defined by Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
(a) The aggregate fees billed for the last fiscal year ended March 31, 2019, and the fiscal period October 2, 2017 through March 31, 2018, for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements are $38,150 and $37,500, respectively.
Audit-Related Fees
(b) The aggregate fees billed for the last fiscal year ended March 31, 2019, and the fiscal period October 2, 2017 through March 31, 2018, for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 and $0, respectively. The fees listed in item 4 (b) are related to out-of-pocket expenses in relation to the annual audit of the registrant.
Tax Fees
(c) The aggregate fees billed for the last fiscal year ended March 31, 2019, and the fiscal period October 2, 2017 through March 31, 2018, for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $6,250 and $5,600, respectively.
All Other Fees
(d) The aggregate fees billed for the last fiscal year ended March 31, 2019, and the fiscal period October 2, 2017 through March 31, 2018, for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 and $0, respectively.
(e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.
The Registrant's Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.
(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:
(b) 0%
(c) 0%
(d) 0%
(f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal period that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for the last fiscal year ended March 31, 2019, and the fiscal period October 2, 2017 through March 31, 2018, of the registrant was $0 and $0, respectively.
(h) The registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Registrant’s Audit Committee members include David G. Lee, Robert Seyferth and Gary Shugrue.
ITEM 6. SCHEDULE OF INVESTMENTS.
Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Vivaldi Asset Management, LLC
PROXY POLICY AND PROCEDURE
INTRODUCTION
Vivaldi Asset Management, LLC (“Vivaldi”) acts as either the advisor or sub-advisor to a number of registered investment companies (the “Funds”). In accord with Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended, Vivaldi has adopted the following policies and procedures to provide information on Vivaldi’s proxy policy generally as well as on procedures for each of the Funds specifically (the “Proxy Policy and Procedure”). These policies and procedures apply only to Vivaldi. Investment managers engaged as sub-advisors for one of the Funds are required to vote proxies in accord with their own policies and procedures and any applicable management agreements.
GENERAL GUIDELINES
Vivaldi’s Proxy Policy and Procedure is designed to ensure that proxies are voted in a manner (i) reasonably believed to be in the best interests of the Funds and their shareholders 1 and (ii) not affected by any material conflict of interest. Vivaldi considers shareholders’ best economic interests over the long term (i.e. addresses the common interest of all shareholders over time). Although shareholders may have differing political or social interests or values, their economic interest is generally uniform.
Vivaldi has adopted voting guidelines to assist in making voting decisions on common issues. The guidelines are designed to address those securities in which the Funds generally invest and may be revised in Vivaldi’s discretion. Any non-routine matters not addressed by the proxy voting guidelines are addressed on a case-by-case basis, taking into account all relevant facts and circumstances at the time of the vote, particularly where such matters have a potential for major economic impact on the issuer’s structure or operations. In making voting determinations, Vivaldi typically will rely on the individual portfolio managers who invest in and track particular companies as they are the most knowledgeable about, and best suited to make decisions regarding, particular proxy matters. In addition, Vivaldi may conduct research internally and/or use the resources of an independent research consultant. Vivaldi may also consider other materials such as studies of corporate governance and/or analyses of shareholder and management proposals by a certain sector of companies and may engage in dialogue with an issuer’s management.
Vivaldi acknowledges its responsibility to identify material conflicts of interest related to voting proxies. Vivaldi’s employees are required to disclose to the Chief Compliance Officer any personal conflicts, such as officer or director positions held by them, their spouses or close relatives, in any publicly traded company. Conflicts based on business relationships with Vivaldi, any affiliate or any person associated with Vivaldi will be considered only to the extent that Vivaldi has actual knowledge of such relationships. Vivaldi then takes appropriate steps to address identified conflicts. Typically, in those instances when a proxy vote may present a conflict between the interests of the Fund, on the one hand, and Vivaldi’s interests or the interests of a person affiliated with Vivaldi on the other, Vivaldi will abstain from making a voting decision and will document the decision and reasoning for doing so.
In some cases, the cost of voting a proxy may outweigh the expected benefits. For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to the foreign country to vote the security in person. Vivaldi may abstain from voting a proxy if the effect on shareholders’ economic interests or the value of the portfolio holding is indeterminable or insignificant.
In certain cases, securities on loan as part of a securities lending program may not be voted. Nothing in the proxy voting policies shall obligate Vivaldi to exercise voting rights with respect to a portfolio security if it is prohibited by the terms of the security or by applicable law or otherwise.
Vivaldi will not discuss with members of the public how they intend to vote on any particular proxy proposal.
The Fund will be required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. The Fund’s Form N-PX filing will be available: (i) without charge, upon request, by calling the Fund at (877) 779-1999 or (ii) by visiting the SEC’s website at www.sec.gov.
ISS PROXYEDGE
Vivaldi has entered into a contractual relationship with Institutional Shareholder Services Inc. (“ISS”) through which ISS provides certain proxy management services to Vivaldi’s portfolio management teams. Specifically, ISS (i) provides access to the ISS ProxyExchange web-based voting and research platform to access vote recommendations, research reports, execute vote instructions and run reports relevant to Subscriber’s proxy voting environment; (ii) implements and maps Vivaldi’s designated proxy voting policies to applicable accounts and generates vote recommendations based on the application of such policies; and (iii) monitors Vivaldi’s incoming ballots, performs ballot-to-account reconciliations with Vivaldi and its third party providers to help ensure that ISS is receiving all ballots for which Vivaldi has voting rights.
ISS provides two options for how proxy ballots are executed:
1. | Implied Consent: ISS executes ballots on Vivaldi’s behalf based on policy guidelines chosen at the time Vivaldi entered into the relationship with ISS. |
2. | Mandatory Signoff: ISS is not permitted to mark or process any ballot on Vivaldi’s behalf without first receiving Vivaldi’s specific voting instructions via ProxyExchange. |
Vivaldi has opted for Option 1. Implied Consent and in so doing has chosen to allow ISS to vote proxies on its behalf “with management’s recommendations.” Vivaldi has the option however to change its vote from the “with management’s recommendations” default at any point prior to the voting deadline if the portfolio managers following the subject company determine it is in the best interests of the Funds and their shareholders to do so. In those instances when the subject company’s management has not provided a voting recommendation, Vivaldi will either vote based on its own determination of what would align most closely with the best interests of the Funds and their shareholders or will opt to allow ISS to submit an “abstain” vote on its behalf. In addition, in those limited instances when share blocking 2 may apply, Vivaldi has instructed ISS not to cast a vote on Vivaldi’s behalf unless Vivaldi provides specific instructions via ProxyExchange.
FUND-SPECIFIC POLICIES AND PROCEDURES
Infinity Core Alternative Fund (“ICAF”)
ICAF is a “fund of funds” that invests primarily in general or limited partnerships, funds, corporations, trusts or other investment vehicles (collectively, “Investment Funds”). While it is unlikely that ICAF will receive notices or proxies from Investment Funds (or in connection with any other portfolio securities), to the extent that ICAF does receive such notices or proxies and ICAF has voting interests in such Investment Funds, the responsibility for decisions regarding proxy voting for securities held by ICAF lies with Vivaldi as ICAF’s advisor. Vivaldi will vote such proxies in accordance with the proxy policies and procedures noted above.
ICAF will be required to file Form N-PX with its complete proxy voting record for the twelve months ended June 30th, no later than August 31st of each year. The Fund’s Form N PX filing will be available: (i) without charge, upon request, by calling 1.877.779.1999 or (ii) by visiting the SEC’s website at www.sec.gov.
All Other Funds
With the exception of the Vivaldi Merger Arbitrage Fund, the Funds for which Vivaldi is presently either an advisor or a sub-advisor are managed by multiple internal and external portfolio management teams. As is noted above, the policies and procedures outlined within this Proxy Policy and Procedure apply to those securities being held in that portion of the Funds’ portfolios managed by a Vivaldi portfolio manager only.
Each Fund will be required to file Form N-PX annually, with its complete proxy voting record for the twelve months immediately prior to the Fund’s year-end, no later than sixty (60) days following the Fund’s year-end. The Fund’s Form N-PX filing will be available: (i) without charge, upon request, from the Fund’s administrator or (ii) by visiting the SEC’s website at www.sec.gov.
1 Actions taken in accord with the best interests of the Funds and their shareholders are those which align most closely with the Funds’ stated investment objectives and strategies.
2 Proxy voting in certain countries requires share blocking. Shareholders wishing to vote their proxies must deposit their shares shortly before the meeting date with a designated depositary. During this blocking period, any shares held by the designated depositary cannot be sold until the meeting has taken place and the shares have been returned to Vivaldi’s custodian banks. Vivaldi generally opts not to participate in share blocking proxies given these restrictions on their ability to trade.
Angel Oak Capital Advisors
PROXY POLICY AND PROCEDURE
Angel Oak Capital Advisors, LLC (“Angel Oak” or the “Firm”), as a matter of policy and as a fiduciary to our Clients 1 , has responsibility for voting proxies for portfolio securities consistent with the best economic interests of our Clients.
Investment advisers registered with the U.S. Securities and Exchange Commission (“SEC”), which exercise voting authority with respect to Client securities, are required by Rule 206(4)-6 of the Investment Advisers Act of 1940 to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that Client securities are voted in the best interests of Clients, which must include how an adviser addresses material conflicts that may arise between an adviser’s interests and those of its Clients; (b) to disclose to Clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to Clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its Clients; and (d) maintain certain records relating to the adviser’s proxy voting activities when the adviser does have proxy voting authority.
Angel Oak will vote all proxies in the best interests of Clients and in accordance with the procedures outlined below, unless otherwise mandated by investment management agreement or applicable law. Our policy includes the responsibility to monitor corporate actions, receive and vote Client proxies, and disclose any potential conflicts of interest as well as making information available to Clients about the voting of proxies for their portfolio securities and maintaining relevant and required records.
Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised.
Voting Procedures
· | All proxies that are sent to Clients and received by Angel Oak to vote on behalf of Clients will be logged by Angel Oak Operations personnel and provided to the portfolio manager responsible for the asset class subject to the proxy. |
· | The portfolio manager will determine which Client accounts hold the security to which the proxy relates. |
· | Prior to voting any proxy, the portfolio manager, in consultation with the Chief Compliance Officer (“CCO”) if necessary, will determine if there are any conflicts of interest related to the proxy. If a conflict is identified, the conflict will be addressed as outlined below. |
· | Absent material conflicts, the portfolio manager will determine how Angel Oak should vote the proxy in accordance with applicable voting guidelines. Operations personnel will vote the proxy per the portfolio manager’s instructions in a timely and appropriate manner. |
1 Clients of Angel Oak include: Publicly offered open-end and closed-end registered investment companies registered under the Investment Company Act of 1940 (“Registered Funds”); private investment funds organized as onshore or offshore pooled investment vehicles exempt from registration under the Investment Company Act of 1940 (“Private Funds”); and institutional and individual investors (“Separately Managed Accounts”).
Voting Guidelines
· | In the absence of specific voting guidelines from the Client, Angel Oak will vote proxies in the best interests of each particular Client. Angel Oak’s policy is to vote all proxies from a specific issuer the same way for each Client absent qualifying restrictions from a Client. Clients are permitted to place reasonable restrictions on Angel Oak’s voting authority in the same manner that they may place such restrictions on the selection of account securities or other investment guidelines. |
· | Angel Oak will generally vote in favor of routine corporate housekeeping proposals such as the election of directors and selection of auditors, absent conflicts of interest raised by an auditor’s non-audit services. Angel Oak will seek to maximize long-term value for Clients, protect Clients’ rights, and promote governance structures and practices that reinforce the accountability of corporate management and boards of directors to shareholders. |
· | Angel Oak will generally vote against proposals that cause board members to become entrenched or cause unequal voting rights. |
· | In reviewing proposals, Angel Oak will further consider the opinion of management as well as the effect of the proposal on management, shareholder value, and the issuer’s business practices. |
· | In certain circumstances, Angel Oak may refrain from voting where the economic or other opportunity cost of voting a company’s proxy exceeds any anticipated benefits of that proxy proposal. In each situation, the portfolio manager’s decision not to vote will be documented, reviewed by Compliance, and retained in the Firm’s books and records. |
Conflicts of Interest
· | Angel Oak will identify any conflicts that exist between the interests of Angel Oak and the Client by reviewing the relationship of Angel Oak with the issuer of each security to determine if Angel Oak or any of its employees has any financial, business, or personal relationship with the issuer. |
· | If a material conflict of interest exists, the CCO will disclose the conflict to the affected Client(s), to give the Client(s) an opportunity to vote the proxies themselves, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third-party voting recommendation. |
· | Angel Oak will maintain a record of the voting resolution of any conflict of interest. |
Client Requests for Information
· | All Client requests for information regarding proxy votes, or policies and procedures, received by any employee should be forwarded to the CCO. |
· | In response to any request, the CCO will prepare a written response to the Client with the information requested, and as applicable will include the name of the issuer, the proposal voted upon, and how Angel Oak voted the Client’s proxy with respect to each proposal about which the Client inquired. |
Use of Third-Party Proxy Advisory Services
The SEC has noted that registered investment advisers may prove that proxies were voted in the best interest of their clients by casting votes based on recommendations of independent third-parties. Currently, Angel Oak predominantly trades fixed-income products which generally have little to no voting authority and therefore very few proxies are voted by Angel Oak. Given the limited level of proxies, Angel Oak has not engaged a third-party proxy advisory service. In the future, Angel Oak may engage such a service. At that time, Angel Oak would be required to vet the independence of the firm engaged to cast those votes, ascertain whether the firm has the capacity and competency to adequately analyze proxy voting issues, evaluate the staffing adequacy and quality of the firm’s personnel, and review the robustness of the firm’s policies and procedures to ensure accurate votes and mitigate conflicts of interest.
Certification
Given the limited level of proxies that Angel Oak expects to see in addition to the expectation of portfolio manager’s in-depth level of monitoring and knowledge of their issuer positions, Compliance expects portfolio managers to certify each quarter, as part of a portfolio manager certification, that all proxies, if any, for their positions have been voted in the best interest of the Clients. Compliance expects that such certification will demonstrate that Angel Oak personnel are constantly reminded of their obligations under this policy even in extended periods of little to zero proxy activities for the Firm’s positions.
Recordkeeping
Angel Oak will retain the following proxy records in accordance with the SEC’s five-year retention requirement.
· | These policies and procedures and any amendments; |
· | Each proxy statement that Angel Oak receives; |
· | A record of each vote that Angel Oak casts; |
· | Any document Angel Oak created that was material to making a decision on how to vote proxies, or that memorializes that decision including periodic reports to the CCO or proxy committee, if applicable; |
· | Any documentation of a determination that a conflict of interest exists and the resolution of that conflict; and |
· | A copy of each written request from a Client for information on how Angel Oak voted such Client’s proxies, and a copy of any written response. |
RiverNorth Capital Management
PROXY POLICY AND PROCEDURE
Pursuant to the recent adoption by the Securities and Exchange Commission (the "Commission") of Rule 206(4)-6 (17 CFR 275.206(4)-6) and amendments to Rule 204-2 (17 CFR 275.204-2) under the Investment Advisers Act of 1940 (the "Act"), it is a fraudulent, deceptive, or manipulative act, practice or course of business, within the meaning of Section 206(4) of the Act, for an investment adviser to exercise voting authority with respect to client securities, unless (i) the adviser has adopted and implemented written policies and procedures that are reasonably designed to ensure that the adviser votes proxies in the best interests of its clients, (ii) the adviser describes its proxy voting procedures to its clients and provides copies on request, and (iii) the adviser discloses to clients how they may obtain information on how the adviser voted their proxies.
In its standard investment advisory agreement, RiverNorth Capital Management, LLC (RiverNorth Capital) specifically states that it does not vote proxies and the client, including clients governed by ERISA, is responsible for voting proxies. Therefore, RiverNorth Capital will not vote proxies for these clients. However, RiverNorth Capital will vote proxies on behalf of investment company clients ("Funds"). RiverNorth Capital has instructed all custodians, other than Fund custodians, to forward proxies directly to its clients, and if RiverNorth Capital accidentally receives a proxy for any non-Fund client, current or former, the Chief Compliance Officer will promptly forward the proxy to the client. In order to fulfill its responsibilities to Funds, RiverNorth Capital (hereinafter "we" or "our") has adopted the following policies and procedures for proxy voting with regard to companies in any Fund's investment portfolios.
KEY OBJECTIVES
The key objectives of these policies and procedures recognize that a company's management is entrusted with the day-to-day operations and longer term strategic planning of the company, subject to the oversight of the company's board of directors. While "ordinary business matters" are primarily the responsibility of management and should be approved solely by the corporation's board of directors, these objectives also recognize that the company's shareholders must have final say over how management and directors are performing, and how shareholders' rights and ownership interests are handled, especially when matters could have substantial economic implications to the shareholders.
Therefore, we will pay particular attention to the following matters in exercising our proxy voting responsibilities as a fiduciary for our clients:
Accountability. Each company should have effective means in place to hold those entrusted with running a company's business accountable for their actions. Management of a company should be accountable to its board of directors and the board should be accountable to shareholders.
Alignment of Management and Shareholder Interests. Each company should endeavor to align the interests of management and the board of directors with the interests of the company's shareholders. For example, we generally believe that compensation should be designed to reward management for doing a good job of creating value for the shareholders of the company.
Transparency. Promotion of timely disclosure of important information about a company's business operations and financial performance enables investors to evaluate the performance of a company and to make informed decisions about the purchase and sale of a company's securities.
DECISION METHODS
We generally believe that the individual portfolio managers that invest in and track particular companies are the most knowledgeable and best suited to make decisions with regard to proxy votes. Therefore, we rely on those individuals to make the final decisions on how to cast proxy votes.
No set of proxy voting guidelines can anticipate all situations that may arise. In special cases, we may seek insight from our managers and analysts on how a particular proxy proposal will impact the financial prospects of a company, and vote accordingly.
In some instances, a proxy vote may present a conflict between the interests of a client, on the one hand, and our interests or the interests of a person affiliated with us, on the other. In such a case, we will abstain from making a voting decision and will forward all of the necessary proxy voting materials to the client to enable the client to cast the votes.
Notwithstanding the forgoing, the following policies will apply to investment company shares owned by a Fund. Under Section 12(d)(l) of the Investment Company Act of 1940, as amended, (the "1940 Act"), a fund may only invest up to 5% of its total assets in the securities of any one investment company, but may not own more than 3% of the outstanding voting stock of any one investment company or invest more than l0% of its total assets in the securities of other investment companies. However, Section 12(d)(l)(F) of the l 940 Act provides that the provisions of paragraph 12(d)(l ) shall not apply to securities purchased or otherwise acquired by a fund if (i) immediately after such purchase or acquisition not more than 3% of the total outstanding stock of such registered investment company is owned by the fund and all affiliated persons of the fund; and (ii) the fund is not proposing to offer or sell any security issued by it through a principal underwriter or otherwise at a public or offering price which includes a sales load of more than l Y,% percent. Therefore, each Fund (or the Adviser acting on behalf of the Fund) must comply with the following voting restrictions unless it is determined that the Fund is not relying on Section 12(d)( l )(F):
• | when the Fund exercises voting rights, by proxy or otherwise, with respect to any investment company owned by the Fund, the Fund will either |
o | seek instruction from the Fund's shareholders with regard to the voting of all proxies and vote in accordance with such instructions, or |
o | vote the shares held by the Fund in the same proportion as the vote of all other holders of such security. |
PROXY VOTING GUIDELINES
Election of the Board of Directors
We believe that good corporate governance generally starts with a board composed primarily of independent directors, unfettered by significant ties to management, all of whose members are elected annually. We also believe that turnover in board composition promotes independent board action, fresh approaches to governance, and generally has a positive impact on shareholder value. We will generally vote in favor of non-incumbent independent directors.
The election of a company's board of directors is one of the most fundamental rights held by shareholders. Because a classified board structure prevents shareholders from electing a full slate of directors annually, we will generally support efforts to declassify boards or other measures that permit shareholders to remove a majority of directors at any time, and will generally oppose efforts to adopt classified board structures.
Approval of Independent Auditors
We believe that the relationship between a company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related activities that do not raise an appearance of impaired independence.
We will evaluate on a case-by-case basis instances in which the audit firm has a substantial non-audit relationship with a company to determine whether we believe independence has been, or could be, compromised.
Equity-based compensation plans
We believe that appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of shareholders and the interests of directors, management, and employees by providing incentives to increase shareholder value. Conversely, we are opposed to plans that substantially dilute ownership interests in the company, provide participants with excessive awards, or have inherently objectionable structural features.
We will generally support measures intended to increase stock ownership by executives and the use of employee stock purchase plans to increase company stock ownership by employees. These may include:
1. Requiring senior executives to hold stock in a company.
2. Requiring stock acquired through option exercise to be held for a certain period of time.
These are guidelines, and we consider other factors, such as the nature of the industry and size of the company, when assessing a plan's impact on ownership interests.
Corporate Structure
We view the exercise of shareholders' rights, including the rights to act by written consent, to call special meetings and to remove directors, to be fundamental to good corporate governance.
Because classes of common stock with unequal voting rights limit the rights of certain shareholders, we generally believe that shareholders should have voting power equal to their equity interest in the company and should be able to approve or reject changes to a company's by-laws by a simple majority vote.
We will generally support the ability of shareholders to cumulate their votes for the election of directors.
Shareholder Rights Plans
While we recognize that there are arguments both in favor of and against shareholder rights plans, also known as poison pills, such measures may tend to entrench current management, which we generally consider to have a negative impact on shareholder value. Therefore, while we will evaluate such plans on a case by case basis, we will generally oppose such plans.
CLIENT INFORMATION
A copy of these Proxy Voting Policies and Procedures is available to our clients, without charge, upon request, by calling 1-800-646-0148. We will send a copy of these Proxy Voting Policies and Procedures within three business days of receipt of a request, by first-class mail or other means designed to ensure equally prompt delivery.
In addition, we will provide each client, without charge, upon request, information regarding the proxy votes cast by us with regard to the client's securities.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1) Identification of Portfolio Manager(s) or Management Team Members and Description of Role of Portfolio Manager(s) or Management Team Members
The following table provides biographical information about the members of Vivaldi Asset Management, LLC (the “Investment Manager”), RiverNorth Capital Management, LLC and Angel Oak Capital Advisors, LLC (the "Sub-Advisers"), who are primarily responsible for the day-to-day portfolio management of the Vivaldi Opportunities Fund as of June 7, 2019:
Name of Portfolio Management Team Member | Title | Length of Time of Service to the Fund | Business Experience During the Past 5 Years | Role of Portfolio Management Team Member |
Michael Peck | President & Co-Chief Investment Officer | Since Inception | President, Co-Chief Investment Officer, and Portfolio Manager, Vivaldi Capital Management, LLC (2012 – present) | Portfolio Management |
Scott Hergott | Director of Research & Co-Chief Investment Officer | Since Inception | Director of Research, Co-Chief Investment Officer, and Portfolio Manager, Vivaldi Capital Management, LLC (2013 – present) | Portfolio Management |
Brian Murphy | Senior Research Analyst | Since Inception | Senior Research Analyst and Portfolio Manager, Vivaldi Capital Management, LLC (2014 – present); Director, Voyager Management, LLC (2010 – 2014) | Portfolio Management |
Kyle Mowery | Portfolio Manager | Since Inception | Portfolio Manager, Vivaldi Capital Management, LLC (2015 – present); Managing Partner, GrizzlyRock Capital, LLC (2012 – present) | Portfolio Management |
Jeff O’Brien | Portfolio Manager | Since Inception | Portfolio Manager, Vivaldi Capital Management, LLC (2014 – present); Founder and Managing Member of Glenfinnen Capital, LLC (2000 – 2014) | Portfolio Management |
Daniel Lancz | Portfolio Manager | Since Inception | Portfolio Manager, Vivaldi Capital Management, LLC (2014 – present); Director of Research, Glenfinnen Capital, LLC (2003 – 2014) | Portfolio Management |
Sreeni Prabu | Managing Partner & Chief Investment Officer | 10/26/2017 | Managing Partner & Chief Investment Officer, Angel Oak Capital Advisors, 2009-present | Portfolio Management |
Sam Dunlap | Senior Portfolio Manager | 10/26/2017 | Senior Portfolio Manager, Angel Oak Capital Advisors, 2009-present | Portfolio Management |
Berkin Kologlu | Senior Portfolio Manager | 10/26/2017 | Senior Portfolio Manager, Angel Oak Capital Advisors, 2013-present; Executive Director, UBS, 2013-2007 | Portfolio Management |
Matt Kennedy | Senior Portfolio Manager | 10/26/2017 | Senior Portfolio Manager, Angel Oak Capital Advisors, 2016-present; Portfolio Manager, Rainier Investment Management, 2009-2016 | Portfolio Management |
Colin McBurnette | Portfolio Manager | 10/26/2017 | Portfolio Manager, Angel Oak Capital Advisors, 2012-present | Portfolio Management |
Patrick Galley | Chief Investment Officer, Portfolio Manager | Since inception | CIO/PM, RiverNorth Capital Management, LLC (2004-present). | Portfolio Management |
Steve O’Neill | Portfolio Manager | Since inception | PM, RiverNorth Capital Management, LLC (2007-present). | Portfolio Management |
(a)(2) Other Accounts Managed by Portfolio Manager(s) or Management Team Member and Potential Conflicts of Interest
The following table provides information about portfolios and accounts, other than the Vivaldi Opportunities Fund, for which the members of the Investment Committee of the Sub-Adviser are primarily responsible for the day-to-day portfolio management as of March 31, 2019:
Name of Portfolio Management Team Member | Number of Accounts and Total Value of Assets for Which Advisory Fee is Performance-Based: | Number of Other Accounts Managed and Total Value of Assets by Account Type for Which There is No Performance-Based Fee: | |||||
Registered investment companies | Other pooled investment vehicles | Other accounts | Registered investment companies | Other pooled investment vehicles | Other accounts | ||
Michael Peck | 0 | 0 | 0 |
2 accounts
$65M |
0 | 0 | |
Scott Hergott | 0 | 0 | 0 |
2 accounts
$65M |
0 | 0 | |
Brian Murphy | 0 | 0 | 0 |
2 accounts
$65M |
0 | 0 | |
Kyle Mowery | 0 | 1 account $96.5M | 0 |
3 accounts
$108M |
0 | 0 | |
Jeff O’Brien | 0 | 1 account $15.7M | 0 |
3 accounts
$595M |
0 | 0 | |
Daniel Lancz | 0 | 1 account $15.7M | 0 |
3 accounts
$595M |
0 | 0 | |
Sreeni Prabu | 0 |
7 accounts $691M |
0 |
7 accounts $7.8B |
1 account $687M |
0 | |
Sam Dunlap | 0 |
1 account $104M |
0 |
3 accounts $7.4B |
1 account $687M |
7 accounts $305M |
|
Berkin Kologlu | 0 |
1 account $104M |
0 |
5 accounts $7.5B |
1 account $687M |
6 accounts $304M |
|
Matt Kennedy | 0 |
1 account $104M |
0 |
2 accounts $73M |
1 account $687M |
0 | |
Colin McBurnette | 0 |
1 account $104M |
0 |
5 accounts $7.6B |
1 account $687M |
3 accounts $27M |
|
Patrick Galley | 0 |
4 accounts
$437M |
0 |
10 accounts
$3.1B |
0 |
2 accounts $23M |
|
Steve O’Neill | 0 |
3 accounts
$358M |
0 |
9 accounts
$2.9B |
0 |
2 accounts $23M |
Conflicts of Interest
The Investment Manager, Sub-Advisers and Portfolio Managers may manage multiple funds and/or other accounts, and as a result may be presented with one or more of the following actual or potential conflicts:
The management of multiple funds and/or other accounts may result in the Investment Manager, a Sub-Adviser or Portfolio Manager devoting unequal time and attention to the management of each fund and/or other account. The Investment Manager seeks to manage such competing interests for the time and attention of a Portfolio Manager by having the Portfolio Manager focus on a particular investment discipline. Most other accounts managed by a Portfolio Manager are managed using the same investment models that are used in connection with the management of the Fund.
If the Investment Manager, a Sub-Adviser or Portfolio Manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. To deal with these situations, the Investment Manager and Sub-Advisers have adopted procedures for allocating portfolio transactions across multiple accounts.
The Investment Manager and Sub-Advisers have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
(a)(3) Compensation Structure of Portfolio Manager
Compensation of the Investment Committee
The members of the Investment Committee are not directly compensated for their work with respect to the Fund; however, each member of the Investment Committee is an equity owner of the parent company of the Sub-Adviser and therefore benefits indirectly from the revenue generated from the Sub-Advisory Agreement.
(a)(4) Disclosure of Securities Ownership
Portfolio Management Team’s Ownership of Shares
Name of Portfolio Management Team Member: | Dollar Range of Shares Beneficially Owned by Portfolio Management Team Member: |
Michael Peck | $500,001 - $1,000,000 |
Scott Hergott | $100,001 - $500,000 |
Brian Murphy | $50,001 - $100,000 |
Kyle Mowery | $10,001 - $50,000 |
Jeff O’Brien | $0 - $10,000 |
Daniel Lancz | $0 - $10,000 |
Sreeni Prabu | None |
Sam Dunlap | None |
Berkin Kologlu | None |
Matt Kennedy | None |
Colin McBurnette | None |
Patrick Galley | None |
Steve O’Neill | None |
(b) Not Applicable
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17CFR 229.407), or this Item.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT COMPANIES.
Not applicable.
ITEM 13. EXHIBITS.
(a)(1) Code of ethics or any amendments thereto, that is subject to disclosure required by item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) Vivaldi Opportunities Fund
By (Signature and Title)* /s/ Michael Peck
Michael Peck, President
(Principal Executive Officer)
Date June 7, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Michael Peck
Michael Peck, President
(Principal Executive Officer)
Date June 7, 2019
By (Signature and Title)* /s/ Chad Eisenberg
Chad Eisenberg, Treasurer
(Principal Financial Officer)
Date June 7, 2019
* Print the name and title of each signing officer under his or her signature.
** Signatures on this page are for all the series
· | The Relative Value Fund |
· | Vivaldi Opportunities Fund |
EX-99.CODEETH
The Vivaldi Opportunities Fund
FINANCIAL OFFICER CODE OF ETHICS
Purposes of the Code
The reputation and integrity of The Vivaldi Opportunities Fund (the “Fund”) are valuable assets that are vital to the Fund’s success. Each officer and employee of the Fund, including each of the Fund’s senior financial officers (“SFOs”), is responsible for conducting the Fund’s business in a manner that demonstrates a commitment to the highest standards of integrity. SFOs include the principal executive officer, the principal financial officer, comptroller (or principal accounting officer), and any person who performs a similar function. The Fund has adopted a Code of Ethics under Rule 17j-1 under the Investment Company Act of 1940. The Fund’s Rule 17j-1 Code is designed to prevent certain conflicts of interest that may arise when officers, employees, or trustees know about present or future Fund transactions, have the power to influence those transactions; and engage in securities transactions in their personal account(s).
The Fund has chosen to adopt a financial officer code of ethics for the purpose of promoting:
· | Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
· | Full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the SEC, and in other public communications made by the Fund; |
· | Compliance with applicable laws and governmental rules and regulations; |
· | The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and |
· | Accountability for adherence to the Code. |
This Code of Ethics should be read in conjunction with the Fund’s other policy statements, including its Rule 17j-1 Code and its Disclosure Controls and Procedures.
Principles for the Handling of Financial Information
The Fund has adopted the following principles to govern the manner in which SFOs perform their duties. Persons subject to these guidelines include the principal executive officer, the principal financial officer, comptroller (or principal accounting officer), and any Fund officer or employee who performs a similar function or who participates in the preparation of any part of the Fund’s financial statements. Specifically, persons subject to this Code shall:
· | Act with honesty and integrity |
· | Avoid actual or apparent conflicts of interest with the Fund in personal and professional relationships |
· | Provide information to the Fund’s employees and service providers (Investment Manager, administrator, outside auditor, outside counsel, custodian, etc.) that is accurate, complete, objective, relevant, timely, and understandable |
· | Endeavor to ensure full, fair, timely, accurate, and understandable disclosure in the Fund’s periodic reports |
· | Comply with the Federal Securities Laws and other applicable laws and rules, such as the Internal Revenue Code |
· | Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or subordinating independent judgment to another end |
· | Respect the confidentiality of information acquired in the course of their work, except where disclosure is expressly permitted or is otherwise legally mandated |
· | Record (or participate in the recording of) entries in the Fund’s books and records that are accurate |
· | Refrain from using confidential information for personal advantage |
Violations of the Code
Any action that directly or indirectly contravenes one or more of the Principles outlined above shall be treated as a violation of this Code unless good cause for such apparent contravention is found to exist.
Dishonest or unethical conduct or conduct that is illegal will constitute a per se violation of this Code, regardless of whether this Code refers to that particular conduct.
A violation of this Code may result in disciplinary action, up to and including termination of employment. The Fund must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report as appropriate, non-criminal violations.
Enforcement of the Code
Violations
All persons subject to this Code who observe, learn of, or, in good faith, suspect a current or threatened violation of the Code must immediately report the violation in writing to the Compliance Officer, another member of the Fund’s senior management, or to the Audit Committee of the Board. An example of a possible Code violation is the preparation and filing of financial disclosure that omits material facts, or that is accurate but is written in a way that obscures its meaning.
Disclosures
All persons subject to this Code shall file a letter (a “Disclosure Letter”) regarding any transaction or relationship that reasonably appears to involve an actual or apparent conflict of interest with the Fund within 10 days of becoming aware of such transaction or relationship. A Disclosure Letter should be prepared regarding these transactions or relationships whether you are involved or have only observed the transaction or relationship. All Disclosure Letters shall be submitted to the Compliance Officer, or if it is not possible to disclose the matter to the Compliance Officer, then the Disclosure Letter shall be submitted to another member of the Fund’s senior management or to the Audit Committee of the Board.
An executive officer of the Fund or the Audit Committee will review all Disclosure Letters and determine whether further action is warranted. All determinations will be documented in writing and will be maintained by the Compliance Officer or other appropriate officers of the Fund.
Outside Service Providers
Because service providers to the Fund, such as the Administrator, outside accounting firm, and custodian, provide much of the work relating to the Fund’s financial statements, you should be alert for actions by service providers that may be illegal, or that could be viewed as dishonest or unethical conduct. You should report these actions to the Compliance Officer even if you know, or think, that the service provider has its own code of ethics covering persons who are Fund SFOs or employees.
Non-Retaliation Policy
SFOs who report violations or suspected violations in good faith will not be subject to retaliation of any kind. Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.
Annual Certification
SFOs will receive training on the contents and importance of this Code and related policies and the manner in which violations must be reported and how Disclosure Letters must be submitted. Each SFO will be asked to certify on an annual basis that he/she is in full compliance with the Code and any related policy statements.
Questions about the Code
The Fund’s Board of Trustees has designated Perpetua Seidenberg to be the Compliance Officer for purposes of implementing and administering this Code. Any questions about this Code should be directed to the Compliance Officer.
Effective: June 2017
Revised: June 5, 2019
EX-99.CERT
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF
THE SARBANES-OXLEY ACT
I, Michael Peck, certify that:
1. I have reviewed this report on Form N-CSR of Vivaldi Opportunities Fund;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: June 7, 2019
/s/ Michael Peck
Michael Peck, President
(Principal Executive Officer)
** Signatures on this page are for all the series
· | The Relative Value Fund |
· | Vivaldi Opportunities Fund |
CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF
THE SARBANES-OXLEY ACT
I, Chad Eisenberg, certify that:
1. I have reviewed this report on Form N-CSR of Vivaldi Opportunities Fund;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: June 7, 2019
/s/ Chad Eisenberg
Chad Eisenberg, Treasurer
(Principal Financial Officer)
** Signatures on this page are for all the series
· | The Relative Value Fund |
· | Vivaldi Opportunities Fund |
EX-99.906CERT
CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Peck, President of Vivaldi Opportunities Fund, certify that to my knowledge:
1. | The Form N-CSR of the registrant for the period ended March 31, 2019 (the "Report") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. |
/s/ Michael Peck
Michael Peck
President and Principal Executive Officer
June 7, 2019
I, Chad Eisenberg, Treasurer of Vivaldi Opportunities Fund, certify that to my knowledge:
1. | The Form N-CSR of the registrant for the period ended March 31, 2019 (the "Report") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant. |
/s/ Chad Eisenberg
Chad Eisenberg
Treasurer and Principal Financial Officer
June 7, 2019
These certifications are being furnished to the Commission solely pursuant to Rule 30a-2(b) under the Investment Company Act of 1940, as amended, and 18 U.S.C. (S) 1350 and are not being filed as part of the Form N-CSR with the Commission.
** Signatures on this page are for all the series
· | The Relative Value Fund |
· | Vivaldi Opportunities Fund |