[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]



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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'').
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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 
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'').
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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 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'').
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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 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

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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


