Natixis Funds Trust I, et al.; Notice of Application, 51744-51745 [2018-22196]

Download as PDF 51744 Federal Register / Vol. 83, No. 198 / Friday, October 12, 2018 / Notices 56), as modified by Amendment No. 1, is approved on an accelerated basis. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.227 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–22202 Filed 10–11–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 33265; 812–14883] Natixis Funds Trust I, et al.; Notice of Application October 5, 2018. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. khammond on DSK30JT082PROD with NOTICES AGENCY: Notice of an application under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from section 15(a) of the Act and rule 18f–2 under the Act, as well as from certain disclosure requirements in rule 20a–1 under the Act, Item 19(a)(3) of Form N–1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A under the Securities Exchange Act of 1934, and sections 6–07(2)(a), (b), and (c) of Regulation S–X (‘‘Disclosure Requirements’’). The requested exemption would permit an investment adviser to hire and replace certain subadvisers without shareholder approval and grant relief from the Disclosure Requirements as they relate to fees paid to the sub-advisers. APPLICANTS: Natixis Funds Trust I, Natixis Funds Trust II, Natixis Funds Trust IV, Natixis ETF Trust, Natixis ETF Trust II, Loomis Sayles Fund I, Loomis Sayles Funds II, and Gateway Trust (each a ‘‘Trust’’ and collectively the ‘‘Trusts’’), each an open-end management investment company, and Natixis Advisors, L.P. (the ‘‘Adviser’’), a registered investment adviser under the Investment Advisers Act of 1940 (collectively with the Trusts, the ‘‘Applicants’’). FILING DATES: The application was filed on March 9, 2018 and amended on August 17, 2018, and September 7, 2018. HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving 227 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 19:19 Oct 11, 2018 Jkt 247001 applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on October 30, 2018, and should be accompanied by proof of service on the applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0–5 under the Act, hearing requests should state the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. Applicants: Russell Kane, Esq., Natixis Advisors, L.P., 888 Boylston Street, Boston, MA 02199; John M. Loder, Esq., Ropes & Gray LLP, 800 Boylston Street, Boston, MA 02199. FOR FURTHER INFORMATION CONTACT: Matthew B. Archer-Beck, Senior Counsel, at (202) 551–5044, or Katlin C. Bottock, Branch Chief, at (202) 551– 6821 (Division of Investment Management, Chief Counsel’s Office). SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission’s website by searching for the file number, or an applicant using the Company name box, at https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Summary of the Application 1. The Adviser will serve as the investment adviser to the Subadvised Series pursuant to an investment advisory agreement with the Trusts (each, an ‘‘Investment Management Agreement’’).1 The Adviser will provide the Subadvised Series with continuous and comprehensive investment management services, subject to the supervision of, and policies established by the board of trustees of the Trust (the ‘‘Board’’). The Investment Management Agreement permits the Adviser, subject to the approval of the Board, to delegate 1 Applicants request relief with respect to the named Applicants, as well as to any future series of the Trusts and any other registered open-end management investment company or series thereof that (a) is advised by the Adviser, its successors, or any entity controlling, controlled by or under common control with the Adviser or its successors (included in the term ‘‘Adviser’’); (b) uses the multimanager structure described in the application; and (c) complies with the terms and conditions set forth in the application (each, a ‘‘Subadvised Series’’). For purposes of the requested order, ‘‘successor’’ is limited to an entity that results from a reorganization into another jurisdiction or a change in the type of business organization. PO 00000 Frm 00085 Fmt 4703 Sfmt 4703 to one or more sub-advisers (each, a ‘‘Sub-Adviser’’ and collectively, the ‘‘Sub-Advisers’’) the responsibility to provide the day-to-day portfolio investment management of each Subadvised Series, subject to the supervision and direction of the Adviser.2 The primary responsibility for managing each Subadvised Series will remain vested in the Adviser. The Adviser will hire, evaluate, allocate assets to and oversee the Sub-Advisers, including determining whether a SubAdviser should be terminated, at all times subject to the authority of the Board. 2. Applicants request an exemption to permit the Adviser, subject to Board approval, to hire certain Sub-Advisers pursuant to Sub-Advisory Agreements and materially amend existing SubAdvisory Agreements without obtaining the shareholder approval required under section 15(a) of the Act and rule 18f–2 under the Act.3 Applicants also seek an exemption from the Disclosure Requirements to permit a Subadvised Series to disclose (as both a dollar amount and a percentage of the Subadvised Series’ net assets): (a) The aggregate fees paid to the Adviser and any Wholly-Owned Sub-Adviser; (b) the aggregate fees paid to Non-Affiliated Sub-Advisers; and (c) the fee paid to each Affiliated Sub-Adviser (collectively, ‘‘Aggregate Fee Disclosure’’). 3. Applicants agree that any order granting the requested relief will be subject to the terms and conditions stated in the application. Such terms and conditions provide for, among other safeguards, appropriate disclosure to Subadvised Series shareholders and notification about sub-advisory changes and enhanced Board oversight to protect the interests of the Subadvised Series’ shareholders. 2 A ‘‘Sub-Adviser’’ for a Subadvised Series is (1) an indirect or direct ‘‘wholly-owned subsidiary’’ (as such term is defined in the Act) of the Adviser for that Subadvised Series, or (2) a sister company of the Adviser for that Subadvised Series that is an indirect or direct ‘‘wholly-owned subsidiary’’ of the same company that, indirectly or directly, wholly owns the Adviser (each of (1) and (2) a ‘‘WhollyOwned Sub-Adviser’’ and collectively, the ‘‘Wholly-Owned Sub-Advisers’’), or (3) not an ‘‘affiliated person’’ (as such term is defined in section 2(a)(3) of the Act) of the Subadvised Series, except to the extent that an affiliation arises solely because the Sub-Adviser serves as a sub-adviser to a Subadvised Series (‘‘Non-Affiliated SubAdvisers’’). 3 The requested relief will not extend to any subadviser, other than a Wholly-Owned Sub-Adviser, who is an affiliated person, as defined in Section 2(a)(3) of the Act, of the Subadvised Series, the Trusts or of the Adviser, other than by reason of serving as a sub-adviser to one or more of the Subadvised Series (‘‘Affiliated Sub-Adviser’’). E:\FR\FM\12OCN1.SGM 12OCN1 Federal Register / Vol. 83, No. 198 / Friday, October 12, 2018 / Notices 4. Section 6(c) of the Act provides that the Commission may exempt any person, security, or transaction or any class or classes of persons, securities, or transactions from any provisions of the Act, or any rule thereunder, if such relief is necessary or appropriate in the public interest and consistent with the protection of investors and purposes fairly intended by the policy and provisions of the Act. Applicants believe that the requested relief meets this standard because, as further explained in the application, the Investment Management Agreements will remain subject to shareholder approval while the role of the SubAdvisers is substantially similar to that of individual portfolio managers, so that requiring shareholder approval of SubAdvisory Agreements would impose unnecessary delays and expenses on the Subadvised Series. Applicants believe that the requested relief from the Disclosure Requirements meets this standard because it will improve the Adviser’s ability to negotiate fees paid to the Sub-Advisers that are more advantageous for the Subadvised Series. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–22196 Filed 10–11–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–84378; File No. SR– CboeBZX–2018–044] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of Amendment No. 1 and Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1, To Amend BZX Rule 14.11(c) (Index Fund Shares) khammond on DSK30JT082PROD with NOTICES October 5, 2018. I. Introduction On June 21, 2018, Cboe BZX Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to amend BZX Rule 14.11(c) to permit either the portfolio holdings of a series of Index Fund Shares or the index underlying a series of Index Fund 1 15 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. VerDate Sep<11>2014 19:19 Oct 11, 2018 Jkt 247001 Shares to satisfy the listing standards under BZX Rules 14.11(c)(3), (4), and (5). The proposed rule change was published for comment in the Federal Register on July 11, 2018.3 On August 23, 2018, pursuant to Section 19(b)(2) of the Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to approve or disapprove the proposed rule change.5 On September 28, 2018, the Exchange filed Amendment No. 1 to the proposed rule change, which amended and replaced the proposed rule change as originally filed.6 The Commission has received no comment letters on the proposal. The Commission is publishing this notice and order to solicit comments on the proposed rule change, as modified by Amendment No. 1, from interested persons and to institute proceedings pursuant to Section 19(b)(2)(B) of the Act 7 to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1. II. Description of the Proposal, as Modified by Amendment No. 1 8 BZX Rule 14.11(c) sets forth the listing standards for Index Fund Shares. Currently, the Exchange determines whether a series of Index Fund Shares meets the initial and continued listing standards under BZX Rules 14.11(c)(3), (4), and (5) by assessing the underlying index. The Exchange now proposes to permit either the portfolio holdings of a series of Index Fund Shares or the index underlying a series of Index Fund Shares to satisfy the initial and continued listing standards under BZX Rules 14.11(c)(3), (4), and (5). As a 3 See Securities Exchange Act Release No. 83594 (July 5, 2018), 83 FR 32158. 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 83919, 83 FR 44083 (August 29, 2018). The Commission designated October 9, 2018 as the date by which the Commission shall approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to approve or disapprove the proposed rule change. 6 In Amendment No. 1, the Exchange: (1) Proposed to delete certain references to the term ‘‘portfolio’’ in BZX Rules 14.11(c)(1)(C), 14.11(c)(8), and 14.11(c)(9)(B)(i)(b) such that the amended provisions would apply only to the index underlying a series of Index Fund Shares; (2) represented that, to the extent that the proposal results in meaningful additional costs associated with regulatory review, the Exchange either already has or will dedicate sufficient additional resources to perform such reviews; (3) supplemented its arguments in support of the proposal; and (4) made technical and conforming changes. Amendment No. 1 is available at: https://www.sec.gov/comments/srcboebzx-2018-044/srcboebzx2018044.htm. 7 15 U.S.C. 78s(b)(2)(B). 8 For a full description of the proposal, see Amendment No. 1, supra note 6. PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 51745 result, the proposal would allow the Exchange to generically list a series of Index Fund Shares where the generic listing standards are satisfied by either its portfolio holdings or its underlying index. The Exchange also proposes to amend BZX Rules 14.11(c)(1)(C),9 14.11(c)(8),10 and 14.11(c)(9)(B)(i)(b) 11 to eliminate certain references to the term ‘‘portfolio’’ such that the amended provisions would apply only to the underlying index. As proposed, all other references to ‘‘index or portfolio’’ or ‘‘portfolio or index’’ in BZX Rule 14.11(c) would mean the index underlying a series of Index Fund Shares or the portfolio holdings of a series of Index Fund Shares. The Exchange represents that it has in place surveillance procedures that are adequate to properly monitor trading in Index Fund Shares in all trading sessions and to deter and detect violations of Exchange rules and applicable federal securities laws. In addition, the Exchange states that it does not believe that the proposal will result in any meaningful additional costs associated with regulatory review, but to the extent that it does, the Exchange either already has or will dedicate sufficient additional resources to perform such reviews. 9 BZX Rule 14.11(c)(1)(C) currently defines the term ‘‘Reporting Authority’’ to mean, in part, the official source for calculating and reporting information relating to a series of Index Fund Shares, including, but not limited to, any current index ‘‘or portfolio’’ value. The Exchange proposes to delete the term ‘‘or portfolio’’ from this provision. 10 BZX Rule 14.11(c)(8) currently provides, in part, that the Exchange may list and trade Index Fund Shares based on one or more foreign or domestic indexes ‘‘or portfolios’’ and that each issue of Index Fund Shares based on each particular index ‘‘or portfolio, or combination thereof,’’ shall be designated as a separate series and shall be identified by a unique symbol. The Exchange proposes to delete the terms ‘‘or portfolios’’ and ‘‘or portfolio, or combination thereof,’’ from this provision. 11 BZX Rule 14.11(c)(9)(B)(i)(b) currently provides, in part, that the Exchange will consider the suspension of trading in and will initiate delisting proceedings for a series of Index Fund Shares if the value of the index ‘‘or portfolio’’ of securities on which the series of Index Fund Shares is based is no longer calculated or available, or an interruption to the dissemination of the value of the index ‘‘or portfolio’’ of securities persists past the trading day in which it occurred, or the index ‘‘or portfolio’’ on which a series of Index Fund Shares is based is replaced with a new index ‘‘or portfolio’’ unless certain conditions are met. The Exchange proposes to delete the terms ‘‘or portfolio’’ from this provision. E:\FR\FM\12OCN1.SGM 12OCN1

Agencies

[Federal Register Volume 83, Number 198 (Friday, October 12, 2018)]
[Notices]
[Pages 51744-51745]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-22196]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33265; 812-14883]


Natixis Funds Trust I, et al.; Notice of Application

October 5, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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

    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested exemption would permit an investment adviser to hire and 
replace certain sub-advisers without shareholder approval and grant 
relief from the Disclosure Requirements as they relate to fees paid to 
the sub-advisers.

Applicants:  Natixis Funds Trust I, Natixis Funds Trust II, Natixis 
Funds Trust IV, Natixis ETF Trust, Natixis ETF Trust II, Loomis Sayles 
Fund I, Loomis Sayles Funds II, and Gateway Trust (each a ``Trust'' and 
collectively the ``Trusts''), each an open-end management investment 
company, and Natixis Advisors, L.P. (the ``Adviser''), a registered 
investment adviser under the Investment Advisers Act of 1940 
(collectively with the Trusts, the ``Applicants'').

Filing Dates:  The application was filed on March 9, 2018 and amended 
on August 17, 2018, and September 7, 2018.

Hearing or Notification of Hearing:  An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on October 30, 2018, and should be accompanied by proof of service 
on the applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE, Washington, DC 20549-1090. Applicants: Russell Kane, Esq., 
Natixis Advisors, L.P., 888 Boylston Street, Boston, MA 02199; John M. 
Loder, Esq., Ropes & Gray LLP, 800 Boylston Street, Boston, MA 02199.

FOR FURTHER INFORMATION CONTACT: Matthew B. Archer-Beck, Senior 
Counsel, at (202) 551-5044, or Katlin C. Bottock, Branch Chief, at 
(202) 551-6821 (Division of Investment Management, Chief Counsel's 
Office).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's website by searching for the file number, or an applicant 
using the Company name box, at https://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Summary of the Application

    1. The Adviser will serve as the investment adviser to the 
Subadvised Series pursuant to an investment advisory agreement with the 
Trusts (each, an ``Investment Management Agreement'').\1\ The Adviser 
will provide the Subadvised Series with continuous and comprehensive 
investment management services, subject to the supervision of, and 
policies established by the board of trustees of the Trust (the 
``Board''). The Investment Management Agreement permits the Adviser, 
subject to the approval of the Board, to delegate to one or more sub-
advisers (each, a ``Sub-Adviser'' and collectively, the ``Sub-
Advisers'') the responsibility to provide the day-to-day portfolio 
investment management of each Subadvised Series, subject to the 
supervision and direction of the Adviser.\2\ The primary responsibility 
for managing each Subadvised Series will remain vested in the Adviser. 
The Adviser will hire, evaluate, allocate assets to and oversee the 
Sub-Advisers, including determining whether a Sub-Adviser should be 
terminated, at all times subject to the authority of the Board.
---------------------------------------------------------------------------

    \1\ Applicants request relief with respect to the named 
Applicants, as well as to any future series of the Trusts and any 
other registered open-end management investment company or series 
thereof that (a) is advised by the Adviser, its successors, or any 
entity controlling, controlled by or under common control with the 
Adviser or its successors (included in the term ``Adviser''); (b) 
uses the multi-manager structure described in the application; and 
(c) complies with the terms and conditions set forth in the 
application (each, a ``Subadvised Series''). For purposes of the 
requested order, ``successor'' is limited to an entity that results 
from a reorganization into another jurisdiction or a change in the 
type of business organization.
    \2\ A ``Sub-Adviser'' for a Subadvised Series is (1) an indirect 
or direct ``wholly-owned subsidiary'' (as such term is defined in 
the Act) of the Adviser for that Subadvised Series, or (2) a sister 
company of the Adviser for that Subadvised Series that is an 
indirect or direct ``wholly-owned subsidiary'' of the same company 
that, indirectly or directly, wholly owns the Adviser (each of (1) 
and (2) a ``Wholly-Owned Sub-Adviser'' and collectively, the 
``Wholly-Owned Sub-Advisers''), or (3) not an ``affiliated person'' 
(as such term is defined in section 2(a)(3) of the Act) of the 
Subadvised Series, except to the extent that an affiliation arises 
solely because the Sub-Adviser serves as a sub-adviser to a 
Subadvised Series (``Non-Affiliated Sub-Advisers'').
---------------------------------------------------------------------------

    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Sub-Advisers pursuant to Sub-
Advisory Agreements and materially amend existing Sub-Advisory 
Agreements without obtaining the shareholder approval required under 
section 15(a) of the Act and rule 18f-2 under the Act.\3\ Applicants 
also seek an exemption from the Disclosure Requirements to permit a 
Subadvised Series to disclose (as both a dollar amount and a percentage 
of the Subadvised Series' net assets): (a) The aggregate fees paid to 
the Adviser and any Wholly-Owned Sub-Adviser; (b) the aggregate fees 
paid to Non-Affiliated Sub-Advisers; and (c) the fee paid to each 
Affiliated Sub-Adviser (collectively, ``Aggregate Fee Disclosure'').
---------------------------------------------------------------------------

    \3\ The requested relief will not extend to any sub-adviser, 
other than a Wholly-Owned Sub-Adviser, who is an affiliated person, 
as defined in Section 2(a)(3) of the Act, of the Subadvised Series, 
the Trusts or of the Adviser, other than by reason of serving as a 
sub-adviser to one or more of the Subadvised Series (``Affiliated 
Sub-Adviser'').
---------------------------------------------------------------------------

    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Subadvised Series shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised Series' shareholders.

[[Page 51745]]

    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Investment 
Management Agreements will remain subject to shareholder approval while 
the role of the Sub-Advisers is substantially similar to that of 
individual portfolio managers, so that requiring shareholder approval 
of Sub-Advisory Agreements would impose unnecessary delays and expenses 
on the Subadvised Series. Applicants believe that the requested relief 
from the Disclosure Requirements meets this standard because it will 
improve the Adviser's ability to negotiate fees paid to the Sub-
Advisers that are more advantageous for the Subadvised Series.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-22196 Filed 10-11-18; 8:45 am]
 BILLING CODE 8011-01-P
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