83 FR 51744 - Natixis Funds Trust I, et al.; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 198 (October 12, 2018)

Page Range		51744-51745
FR Document		2018-22196
Federal Register, Volume 83 Issue 198 (Friday, October 12, 2018)
[Federal Register Volume 83, Number 198 (Friday, October 12, 2018)]
[Notices]
[Pages 51744-51745]
From the Federal Register Online  [www.thefederalregister.org]
[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.

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    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 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 http://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.
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    \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'').
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    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Sub-Advisers pursuant to Sub-
Advisory Agreements and materially amend existing Sub-Advisory 
Agreements without obtaining the shareholder approval required under 
section 15(a) of the Act and rule 18f-2 under the Act.\3\ Applicants 
also seek an exemption from the Disclosure Requirements to permit a 
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'').
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    \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'').
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    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Subadvised Series shareholders and 
notification about sub-advisory changes and enhanced Board oversight to 
protect the interests of the Subadvised Series' shareholders.

[[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
Federal Register / Vol. 83, No. 198 / Friday, October 12, 2018 / Notices 51745

4. Section 6(c) of the Act provides that Shares to satisfy the listing standards result, the proposal would allow the
the Commission may exempt any under BZX Rules 14.11(c)(3), (4), and Exchange to generically list a series of
person, security, or transaction or any (5). The proposed rule change was Index Fund Shares where the generic
class or classes of persons, securities, or published for comment in the Federal listing standards are satisfied by either
transactions from any provisions of the Register on July 11, 2018.3 On August its portfolio holdings or its underlying
Act, or any rule thereunder, if such 23, 2018, pursuant to Section 19(b)(2) of index.
relief is necessary or appropriate in the the Act,4 the Commission designated a
public interest and consistent with the longer period within which to approve The Exchange also proposes to amend
protection of investors and purposes the proposed rule change, disapprove BZX Rules 14.11(c)(1)(C),9 14.11(c)(8),10
fairly intended by the policy and the proposed rule change, or institute and 14.11(c)(9)(B)(i)(b) 11 to eliminate
provisions of the Act. Applicants proceedings to determine whether to certain references to the term
believe that the requested relief meets approve or disapprove the proposed ‘‘portfolio’’ such that the amended
this standard because, as further rule change.5 On September 28, 2018, provisions would apply only to the
explained in the application, the the Exchange filed Amendment No. 1 to underlying index. As proposed, all other
Investment Management Agreements the proposed rule change, which references to ‘‘index or portfolio’’ or
will remain subject to shareholder amended and replaced the proposed ‘‘portfolio or index’’ in BZX Rule
approval while the role of the Sub- rule change as originally filed.6 The 14.11(c) would mean the index
Advisers is substantially similar to that Commission has received no comment underlying a series of Index Fund
of individual portfolio managers, so that letters on the proposal. The Commission Shares or the portfolio holdings of a
requiring shareholder approval of Sub- is publishing this notice and order to series of Index Fund Shares.
Advisory Agreements would impose solicit comments on the proposed rule
The Exchange represents that it has in
unnecessary delays and expenses on the change, as modified by Amendment No.
Subadvised Series. Applicants believe 1, from interested persons and to place surveillance procedures that are
that the requested relief from the institute proceedings pursuant to adequate to properly monitor trading in
Disclosure Requirements meets this Section 19(b)(2)(B) of the Act 7 to Index Fund Shares in all trading
standard because it will improve the determine whether to approve or sessions and to deter and detect
Adviser’s ability to negotiate fees paid disapprove the proposed rule change, as violations of Exchange rules and
to the Sub-Advisers that are more modified by Amendment No. 1. applicable federal securities laws. In
advantageous for the Subadvised Series. addition, the Exchange states that it
II. Description of the Proposal, as does not believe that the proposal will
For the Commission, by the Division of Modified by Amendment No. 1 8
Investment Management, under delegated result in any meaningful additional
authority. BZX Rule 14.11(c) sets forth the costs associated with regulatory review,
Eduardo A. Aleman, listing standards for Index Fund Shares. but to the extent that it does, the
Assistant Secretary.
Currently, the Exchange determines Exchange either already has or will
whether a series of Index Fund Shares dedicate sufficient additional resources
[FR Doc. 2018–22196 Filed 10–11–18; 8:45 am]
meets the initial and continued listing to perform such reviews.
BILLING CODE 8011–01–P
standards under BZX Rules 14.11(c)(3),
(4), and (5) by assessing the underlying
index. The Exchange now proposes to
SECURITIES AND EXCHANGE 9 BZX Rule 14.11(c)(1)(C) currently defines the
permit either the portfolio holdings of a
COMMISSION term ‘‘Reporting Authority’’ to mean, in part, the
series of Index Fund Shares or the index official source for calculating and reporting
[Release No. 34–84378; File No. SR– underlying a series of Index Fund information relating to a series of Index Fund
CboeBZX–2018–044] Shares to satisfy the initial and Shares, including, but not limited to, any current
continued listing standards under BZX index ‘‘or portfolio’’ value. The Exchange proposes
Self-Regulatory Organizations; Cboe Rules 14.11(c)(3), (4), and (5). As a to delete the term ‘‘or portfolio’’ from this
BZX Exchange, Inc.; Notice of Filing of provision.
Amendment No. 1 and Order Instituting 3 See Securities Exchange Act Release No. 83594
10 BZX Rule 14.11(c)(8) currently provides, in

Proceedings To Determine Whether To (July 5, 2018), 83 FR 32158. part, that the Exchange may list and trade Index
Approve or Disapprove a Proposed 4 15 U.S.C. 78s(b)(2). Fund Shares based on one or more foreign or
Rule Change, as Modified by 5 See Securities Exchange Act Release No. 83919, domestic indexes ‘‘or portfolios’’ and that each
83 FR 44083 (August 29, 2018). The Commission issue of Index Fund Shares based on each particular
Amendment No. 1, To Amend BZX Rule
designated October 9, 2018 as the date by which the index ‘‘or portfolio, or combination thereof,’’ shall
14.11(c) (Index Fund Shares) Commission shall approve the proposed rule be designated as a separate series and shall be
change, disapprove the proposed rule change, or identified by a unique symbol. The Exchange
October 5, 2018. institute proceedings to determine whether to proposes to delete the terms ‘‘or portfolios’’ and ‘‘or
approve or disapprove the proposed rule change.
I. Introduction 6 In Amendment No. 1, the Exchange: (1)
portfolio, or combination thereof,’’ from this
provision.
On June 21, 2018, Cboe BZX Proposed to delete certain references to the term
11 BZX Rule 14.11(c)(9)(B)(i)(b) currently
Exchange, Inc. (‘‘Exchange’’ or ‘‘BZX’’) ‘‘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 provides, in part, that the Exchange will consider
filed with the Securities and Exchange provisions would apply only to the index the suspension of trading in and will initiate
Commission (‘‘Commission’’), pursuant underlying a series of Index Fund Shares; (2) delisting proceedings for a series of Index Fund
to Section 19(b)(1) of the Securities represented that, to the extent that the proposal Shares if the value of the index ‘‘or portfolio’’ of
Exchange Act of 1934 (‘‘Act’’) 1 and Rule results in meaningful additional costs associated securities on which the series of Index Fund Shares
with regulatory review, the Exchange either already
khammond on DSK30JT082PROD with NOTICES

19b–4 thereunder,2 a proposed rule is based is no longer calculated or available, or an
has or will dedicate sufficient additional resources
change to amend BZX Rule 14.11(c) to interruption to the dissemination of the value of the
to perform such reviews; (3) supplemented its
index ‘‘or portfolio’’ of securities persists past the
permit either the portfolio holdings of a arguments in support of the proposal; and (4) made
trading day in which it occurred, or the index ‘‘or
series of Index Fund Shares or the index technical and conforming changes. Amendment No.
1 is available at: https://www.sec.gov/comments/sr- portfolio’’ on which a series of Index Fund Shares
underlying a series of Index Fund cboebzx-2018-044/srcboebzx2018044.htm. is based is replaced with a new index ‘‘or portfolio’’
7 15 U.S.C. 78s(b)(2)(B). unless certain conditions are met. The Exchange
1 15 U.S.C. 78s(b)(1). 8 For a full description of the proposal, see proposes to delete the terms ‘‘or portfolio’’ from this
2 17 CFR 240.19b–4. Amendment No. 1, supra note 6. provision.

VerDate Sep<11>2014 19:19 Oct 11, 2018 Jkt 247001 PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 E:\FR\FM\12OCN1.SGM 12OCN1
Document Created: 2018-10-13 10:08:31
Document Modified: 2018-10-13 10:08:31
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice.
Dates		The application was filed on March 9, 2018 and amended on August 17, 2018, and September 7, 2018.
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).
FR Citation		83 FR 51744