Federal Register / Vol. 83, No. 244 / Thursday, December 20, 2018 / Notices 65385 

for consideration of a particular proposal by an 

SRO. See Securities Acts Amendments of 1975, 

Report of the Senate Committee on Banking, 

Housing and Urban Affairs to Accompany S. 249, 

S. Rep. No. 75, 94th Cong., 1st Sess. 30 (1975). 

53 15 U.S.C. 78s(b)(3)(C). 

54 17 CFR 200.30–3(a)(12), (57), and (58). 

1Applicants request relief with respect to any 

existing or future series of the Trust and any other 

existing or future registered open-end management 

company or series thereof that intends to rely on the 

requested order and that: (a) Is advised by the 

Adviser, or any person controlling, controlled by or 

under common control with the Adviser or its 

successors; (b) uses the multi-manager structure 

described in the application; and (c) complies with 

the terms and conditions of the application (each, 

Continued 

The Commission asks that 

commenters address the sufficiency and 

merit of the Exchange’s statements in 

support of the proposal, in addition to 

any other comments they may wish to 

submit about the proposed rule change. 

Interested persons are invited to submit 

written data, views, and arguments 

concerning the proposed rule change, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

BOX–2018–37 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Brent J. Fields, Secretary, Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–BOX–2018–37. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–BOX–2018–37 and should 

be submitted on or before January 10, 

2019. Rebuttal comments should be 

submitted by January 24, 2019. 

VI. Conclusion 

IT IS THEREFORE ORDERED, 

pursuant to Section 19(b)(3)(C) of the 

Act,53 that File 

Number SR–BOX–2018–37 be and 

hereby is, temporarily suspended. In 

addition, the Commission is instituting 

proceedings to determine whether the 

proposed rule change should be 

approved or disapproved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.54

Eduardo A. Aleman, 

Deputy Secretary. 

[FR Doc. 2018–27512 Filed 12–19–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

33323; 812–14893] 

Investment Managers Series Trust and 

361 Capital, LLC 

December 14, 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 subadvisers without shareholder approval 

and grant relief from the Disclosure 

Requirements as they relate to fees paid 

to the sub-advisers. 

APPLICANTS: Investment Managers 

Series Trust (the ‘‘Trust’’), a Delaware 

statutory trust registered under the Act 

as an open-end management investment 

company, and 361 Capital, LLC (the 

‘‘Adviser’’), a Delaware limited liability 

company registered as an investment 

adviser under the Investment Advisers 

Act of 1940 (together with the Trust, the 

‘‘Applicants’’). 

FILING DATES: The application was filed 

on April 5, 2018 and amended on 

August 16, 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 January 8, 2019, 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: 235 West Galena Street, 

Milwaukee, WI 53212 and 4600 South 

Syracuse Street, Suite 500, Denver, 

Colorado 80237. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, at (202) 

551–6876, or Andrea Ottomanelli 

Magovern, 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 Trust 

(each, an ‘‘Investment Management 

Agreement’’ and, collectively, the 

‘‘Investment Management 

Agreements’’).1 The Adviser will 


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65386 Federal Register / Vol. 83, No. 244 / Thursday, December 20, 2018 / Notices 

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. 

2A ‘‘Sub-Adviser’’ for a Subadvised Series is an 

investment sub-adviser for that Series that is not an 

‘‘affiliated person’’ (as such term is defined in 

Section 2(a)(3) of the Act) of the Subadvised Series 

or the Adviser, except to the extent that an 

affiliation arises solely because the Sub-Adviser 

serves as a sub-adviser to one or more Subadvised 

Series (each a ‘‘Non-Affiliated Sub-Adviser’’ and 

collectively, the ‘‘Non-Affiliated Sub-Advisers’’). 

3The requested relief will not extend to any subadviser which is an affiliated person, as defined in 

section 2(a)(3) of the Act, of the Subadvised Series 

or of its Adviser, other than by reason of serving 

as a sub-adviser to one or more of the Subadvised 

Series (‘‘Affiliated Sub-Adviser’’). 

1 15 U.S.C. 78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 83122 

(April 27, 2018), 83 FR 19578. 

5See Securities Exchange Act Release No. 83385, 

83 FR 27034 (June 11, 2018). 

6See Securities Exchange Act Release No. 83733, 

83 FR 37831 (August 2, 2018). 

7 15 U.S.C. 78s(b)(2). 

8See Securities Exchange Act Release No. 84462, 

83 FR 54153 (October 26, 2018). The Commission 

designated December 29, 2018, as the date by which 

the Commission shall either approve or disapprove 

the proposed rule change. 

9 In Amendment No. 2, the Exchange: (1) Clarified 

the scope of asset-backed securities (‘‘ABSs’’) in 

which the Fund may invest; (2) limited the junior 

loans in which the Fund may invest to those that 

satisfy all of the criteria in Commentary .01(b) to 

Rule 8.600–E; (3) clarified the scope of mortgagebacked securities (‘‘MBSs’’) in which the Fund may 

invest; (4) eliminated as permitted investments of 

the Fund publicly or privately issued interests in 

investment pools whose underlying assets are credit 

default, credit-linked, interest rate, currency 

exchange, equity-linked or other types of swap 

contracts and related underlying securities or 

securities loan agreements; (5) established and 

provided support for the following diversification 

requirements with respect to the Fund’s 

investments in non-agency ABS and MBS, which 

collectively may comprise up to 30% of the weight 

of the Fund’s ‘‘Fixed Income Securities’’ (defined 

below): (a) Up to 25% of such weight may be in 

ABS, provided that up to 5% of the weight of its 

Fixed Income Securities investments may be in 

CBOs, CLOs and CDOs, in the aggregate; (b) up to 

15% of its Fixed Income Securities investments 

may be in MBS, including CMOs but excluding 

CMBS; and (c) up to 15% of its Fixed Income 

Securities investments may be in CMBS; and (6) 

made other technical, non-substantive, and 

conforming changes. Because Amendment No. 2 

makes clarifying modifications, provides additional 

representations, and eliminates a permitted 

category of investments, it is not subject to notice 

provide the Subadvised Series with 

continuous and comprehensive 

investment management services, 

subject to the supervision of, and 

policies established by, the Trust’s 

board of trustees (the ‘‘Board’’). The 

Investment Management Agreement 

permits the Adviser, subject to the 

approval of the Board, to delegate to one 

or more 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 the 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 a Non-Affiliated SubAdviser, pursuant to Sub-Advisory 

Agreements and materially amend SubAdvisory Agreements with NonAffiliated Sub-Advisers 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; (b) 

the aggregate fees paid to Non-Affiliated 

Sub-Advisers; and (c) the fee paid to 

each 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. 

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 equivalent 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, 

Deputy Secretary. 

[FR Doc. 2018–27516 Filed 12–19–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84826; File No. SR– 

NYSEArca–2018–25] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Approving a 

Proposed Rule Change, as Modified by 

Amendment No. 2, Regarding the 

Continued Listing and Trading of 

Shares of the Natixis Loomis Sayles 

Short Duration Income ETF 

December 14, 2018. 

I. Introduction 

On April 16, 2018, NYSE Arca, Inc. 

(‘‘Exchange’’ or ‘‘NYSE Arca’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) 1 of the Securities 

Exchange Act of 1934 (‘‘Act’’) 2 and Rule 

19b–4 thereunder,3 a proposed rule 

change to amend the listing 

requirements applicable to the shares 

(‘‘Shares’’) of the Natixis Loomis Sayles 

Short Duration Income ETF (‘‘Fund’’). 

The proposed rule change was 

published for comment in the Federal 

Register on May 3, 2018.4 On June 5, 

2018, the Commission extended the 

time 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 to August 1, 2018.5 On June 

6, 2018, the Exchange filed Amendment 

No. 1 to the proposed rule change, 

which replaced and superseded the 

proposed rule change as originally filed. 

On July 27, 2018, the Commission 

noticed filing of Amendment No. 1 and 

instituted proceedings to determine 

whether to approve or disapprove the 

proposed rule change.6 On July 27, 

2018, pursuant to Section 19(b)(2) of the 

Act,7 the Commission designated a 

longer period within which to issue an 

order approving or disapproving the 

proposed rule change.8 On December 6, 

2018, the Exchange filed Amendment 

No. 2 to the proposed rule change, 

which replaced and superseded the 

proposed rule change as modified by 

Amendment No. 1.9 On October 22, 


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