Symmetry Panoramic Trust and Symmetry Partners, LLC; Notice of Application
| Published date | 29 April 2019 |
| Citation | 84 FR 18099 |
| Record Number | 2019-08528 |
| Section | Notices |
| Court | Securities And Exchange Commission |
Federal Register, Volume 84 Issue 82 (Monday, April 29, 2019)
[Federal Register Volume 84, Number 82 (Monday, April 29, 2019)]
[Notices]
[Pages 18099-18100]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-08528]
[[Page 18099]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 33452; 812-14943]
Symmetry Panoramic Trust and Symmetry Partners, LLC; Notice of
Application
April 23, 2019.
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: Symmetry Panoramic Trust (the ``Trust''), a Delaware
statutory trust registered under the Act as an open-end management
investment company, and Symmetry Partners, LLC (the ``Adviser''), a
Connecticut limited liability company registered as an investment
adviser under the Investment Advisers Act of 1940 (collectively with
the Trust, the ``Applicants'').
Filing Dates: The application was filed on August 30, 2018 and
amended on February 4, 2019, February 5, 2019, and March 4, 2019.
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 May 20, 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: c/o Mark C. Amorosi,
Esq., K&L Gates LLP, 1601 K Street NW, Washington, DC 20006 and John A.
Mooney, Esq., Symmetry Partners, LLC, 151 National Drive, Glastonbury,
CT 06033.
FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at
(202) 551-6915, or Kaitlin C. Bottock, Branch Chief, at (202) 551-6825
(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 Sub-
Advised Series pursuant to an investment advisory agreement with the
Trust (the ``Investment Advisory Agreement'').\1\ The Adviser will
provide the Sub-Advised Series with continuous investment management
services, subject to the supervision of, and policies established by,
the board of trustees of the Trust (``Board''). The Investment Advisory
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 Sub-Advised Series,
subject to the supervision and direction of the Adviser.\2\ The primary
responsibility for managing each Sub-Advised 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 Trust and any
other existing or future registered open-end management investment
company or series thereof that intends to rely on the requested
order in the future and that: (a) Is advised by the Adviser, its
successors, and any entity controlling, controlled by or under
common control with the Adviser or its successors (each, an
``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 ``Sub-Advised 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 Sub-Advised Series is (1) an
indirect or direct ``wholly-owned subsidiary'' (as such term is
defined in the Act) of the Adviser for that Series, or (2) a sister
company of the Adviser for that Series that is an indirect or direct
``wholly-owned subsidiary'' of the same entity 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) 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 Trust, Sub-Advised 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 Sub-Advised
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
Sub-Advised Series to disclose (as both a dollar amount and a
percentage of the Sub-Advised 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 Sub-Advised Series,
the Trust or of the Adviser, other than by reason of serving as a
sub-adviser to one or more of the Sub-Advised 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 Sub-Advised Series shareholders and
notification about sub-advisory changes and enhanced Board oversight to
protect the interests of the Sub-Advised 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
[[Page 18100]]
explained in the application, the Investment Advisory 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 Sub-
Advised 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 Sub-Advised Series.
For the Commission, by the Division of Investment Management,
under delegated authority.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-08528 Filed 4-26-19; 8:45 am]
BILLING CODE 8011-01-P
