Symmetry Panoramic Trust and Symmetry Partners, LLC; Notice of Application, 18099-18100 [2019-08528]
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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
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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 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 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,
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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’’).
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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 (https://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
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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).
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[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.
-----------------------------------------------------------------------
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 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 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
