Symmetry Panoramic Trust and Symmetry Partners, LLC; Notice of Application, 18099-18100 [2019-08528]

Download as PDF Federal Register / Vol. 84, No. 82 / Monday, April 29, 2019 / Notices 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. 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. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. khammond on DSKBBV9HB2PROD with NOTICES AGENCY: FOR FURTHER INFORMATION CONTACT: 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: 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 VerDate Sep<11>2014 16:56 Apr 26, 2019 Jkt 247001 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 SubAdvised 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 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 ‘‘whollyowned subsidiary’’ of the same entity that, PO 00000 Frm 00106 Fmt 4703 Sfmt 4703 18099 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 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 Sub-Advised 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 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 indirectly or directly, wholly owns the Adviser (each of (1) and (2) a ‘‘Wholly-Owned Sub-Adviser’’ and collectively, the ‘‘Wholly-Owned SubAdvisers’’), 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 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 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 SubAdvised Series (‘‘Affiliated Sub-Adviser’’). E:\FR\FM\29APN1.SGM 29APN1 18100 Federal Register / Vol. 84, No. 82 / Monday, April 29, 2019 / Notices 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 SubAdvisory 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. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Cboe Exchange, Inc. (the ‘‘Exchange’’ or ‘‘Cboe Options’’) proposes to extend the operation of its Flexible Exchange Options (‘‘FLEX Options’’) pilot program regarding permissible exercise settlement values for FLEX Index Options. [The [sic] text of the proposed rule change is provided below. (additions are italicized; deletions are [bracketed]) * * * * * For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Deputy Secretary. Rule 24A.4. Terms of FLEX Options (a)–(c) (No change). . . . Interpretations and Policies: .01 FLEX Index Option PM Settlements Pilot Program: Notwithstanding subparagraph (a)(2)(iv) above, for a pilot period ending the earlier of [May 6]November 4, 2019 or the date on which the pilot program is approved on a permanent basis, a FLEX Index Option that expires on an Expiration Friday may have any exercise settlement value that is permissible pursuant to subparagraph (b)(3) above. .02 (No change). * * * * * The text of the proposed rule change is also available on the Exchange’s website (http://www.cboe.com/ AboutCBOE/CBOELegal RegulatoryHome.aspx), at the Exchange’s Office of the Secretary, and at the Commission’s Public Reference Room. [FR Doc. 2019–08528 Filed 4–26–19; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–85707; File No. SR–CBOE– 2019–021] Self-Regulatory Organizations; Cboe Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Extend the Operation of Its Flexible Exchange Options Pilot Program Regarding Permissible Exercise Settlement Values for Flexible Exchange Index Options khammond on DSKBBV9HB2PROD with NOTICES April 23, 2019. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 10, 2019, Cboe Exchange, Inc. (the ‘‘Exchange’’ or ‘‘Cboe Options’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Exchange filed the proposal as a ‘‘noncontroversial’’ proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 3 and Rule 19b–4(f)(6) thereunder.4 The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(6). 16:56 Apr 26, 2019 * * * * * II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose On January 28, 2010, the Exchange received approval of a rule change that, 2 17 VerDate Sep<11>2014 Rules of Cboe Exchange, Inc. Jkt 247001 PO 00000 Frm 00107 Fmt 4703 Sfmt 4703 among other things, established a pilot program regarding permissible exercise settlement values for FLEX Index Options.5 The Exchange has extended the pilot period seven times, which is currently set to expire on the earlier of May 6, 2019 or the date on which the pilot program is approved on a permanent basis.6 The purpose of this rule change filing is to extend the pilot program through the earlier of November 4, 2019 or the date on which the pilot program is approved on a permanent basis. This filing simply seeks to extend the operation of the pilot program and does not propose any substantive changes to the pilot program. Under Rule 24A.4, Terms of FLEX Options, a FLEX Option may expire on any business day specified as to day, 5 Securities Exchange Act Release No. 61439 (January 28, 2010), 75 FR 5831 (February 4, 2010) (SR–CBOE–2009–087) (‘‘Approval Order’’). The initial pilot period was set to expire on March 28, 2011, which date was added to the rules in 2010. See Securities Exchange Act Release No. 61676 (March 9, 2010), 75 FR 13191 (March 18, 2010) (SR– CBOE–2010–026). 6 See Securities Exchange Act Release Nos. 64110 (March 23, 2011), 76 FR 17463 (March 29, 2011) (SR–CBOE–2011–024) (extending the pilot program through the earlier of March 30, 2012 or the date on which the pilot program is approved on the permanent basis); 66701 (March 30, 2012), 77 FR 20673 (April 5, 2012) (SR–CBOE–2012–027) (extending the pilot through the earlier of November 2, 2012 or the date on which the pilot program is approved on a permanent basis); 68145 (November 2, 2012), 77 FR 67044 (November 8, 2012) (SR–CBOE–2012–102) (extending the pilot program through the earlier of November 2, 2013 or the date on which the pilot program is approved on a permanent basis); 70752 (October 24, 2013), 78 FR 65023 (October 30, 2013) (SR–CBOE–2013–099) (extending the pilot program through the earlier of November 3, 2014 or the date on which the pilot program is approved on a permanent basis); 73460 (October 29, 2014), 79 FR 65464 (November 4, 2014) (SR–CBOE–2014–080) (extending the pilot program through the earlier of May 3, 2016 or the date on which the pilot program is approved on a permanent basis); 77742 (April 29, 2016), 81 FR 26857 (May 4, 2016) (SR–CBOE–2016–032) (extending the pilot program through the earlier of May 3, 2017 or the date on which the pilot program is approved on a permanent basis); 80443 (April 12, 2017), 82 FR 18331 (April 18, 2017) (SR–CBOE– 2017–032), 83 FR 21808 (May 10, 2018) (extending the pilot program through the earlier of May 3, 2018 or the date on which the pilot program is approved on a permanent basis); 83175 (May 4, 2018), 83 FR 21808 (May 10, 2018) (SR–CBOE–2018–037); and 84537 (November 5, 2018), 83 FR 56113 (November 9, 2018) (SR–CBOE–2018–071). At the same time the permissible exercise settlement values pilot was established for FLEX Index Options, the Exchange also established a pilot program eliminating the minimum value size requirements for all FLEX Options. See Approval Order, supra note 5. The pilot program eliminating the minimum value size requirements was extended twice pursuant to the same rule filings that extended the permissible exercise settlement values (for the same extended periods) and was approved on a permanent basis in a separate rule change filing. See id. and Securities Exchange Act Release No. 67624 (August 8, 2012), 77 FR 48580 (August 14, 2012) (SR–CBOE–2012– 040). E:\FR\FM\29APN1.SGM 29APN1

Agencies

[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]]

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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.

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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: 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.
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    \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