83 FR 63918 - Symmetry Panoramic Trust and Symmetry Partners, LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 238 (December 12, 2018)

Page Range		63918-63919
FR Document		2018-26795
Federal Register, Volume 83 Issue 238 (Wednesday, December 12, 2018)
[Federal Register Volume 83, Number 238 (Wednesday, December 12, 2018)]
[Notices]
[Pages 63918-63919]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-26795]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 33317; File No. 812-14942]


Symmetry Panoramic Trust and Symmetry Partners, LLC

December 6, 2018.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application for an order under section 12(d)(1)(J) of 
the Investment Company Act of 1940 (the ``Act'') for an exemption from 
sections 12(d)(1)(A), (B), and (C) of the Act and under sections 6(c) 
and 17(b) of the Act for an exemption from sections 17(a)(1) and (2) of 
the Act. The requested order would permit certain registered open-end 
investment companies to acquire shares of certain registered open-end 
investment companies, registered closed-end investment companies, 
business development companies, as defined in section 2(a)(48) of the 
Act, and registered unit investment trusts (collectively, ``Underlying 
Funds'') that are within and outside the same group of investment 
companies as the acquiring investment companies, in excess of the 
limits in section 12(d)(1) of the Act.
    Applicants: Symmetry Panoramic Trust (the ``Trust''), a Delaware 
statutory trust that is registered under the Act as an open-end 
management investment company with multiple series, and Symmetry 
Partners, LLC (the ``Applying Manager''), a Connecticut limited 
liability company registered as an investment adviser under the 
Investment Advisers Act of 1940.
    Filing Dates: The application was filed on August 30, 2018.
    Hearing or Notification of Hearing: An order granting the requested 
relief 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 December 31, 2018, 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: John A. Mooney, Esq., 
Symmetry Partners, LLC, 151 National Drive, Glastonbury, CT 06033; Mark 
C. Amorosi, Esq., K&L Gates LLP, 1601 K Street NW, Washington, DC 
20006.

FOR FURTHER INFORMATION CONTACT: Bruce R. MacNeil, Senior Counsel, at 
(202) 551-6817, 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 for 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. Applicants request an order to permit (a) a Fund \1\ (each a 
``Fund of Funds'') to acquire shares of Underlying Funds \2\ in excess 
of the limits in sections 12(d)(1)(A) and (C) of the Act and (b) the 
Underlying Funds that are registered open-end investment companies or 
series thereof, their principal underwriters and any broker or dealer 
registered under the Securities Exchange Act of 1934 to sell shares of 
the Underlying Fund to the Fund of Funds in excess of the limits in 
section 12(d)(1)(B) of the Act.\3\ Applicants also request an order of 
exemption under sections 6(c) and 17(b) of the Act from the prohibition 
on certain affiliated transactions in section 17(a) of the Act to the 
extent necessary to permit the Underlying Funds to sell their shares 
to, and redeem their shares from, the Funds of Funds.\4\ Applicants 
state that such transactions will be consistent with the policies of 
each Fund of Funds and each Underlying Fund and with the general 
purposes of the Act and will be based on the net asset values of the 
Underlying Funds.
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    \1\ Applicants request that the order apply to each existing and 
future series of the Trust and to each existing and future 
registered open-end management investment company or series thereof 
that is advised by the Applying Manager or its successor-in-interest 
or by any other investment adviser controlling, controlled by or 
under common control with the Applying Manager or its successor-in-
interest and is part of the same ``group of investment companies,'' 
as defined in section 12(d)(1)(G)(ii) of the Act, as the Trust 
(each, a ``Fund''). For purposes of the requested order, 
``successor-in-interest'' is limited to an entity that results from 
a reorganization into another jurisdiction or a change in the type 
of business organization. For purposes of the request for relief, 
the term ``group of investment companies'' means any two or more 
registered investment companies, including closed-end investment 
companies and business development companies, that hold themselves 
out to investors as related companies for purposes of investment and 
investor services.
    \2\ Certain of the Underlying Funds have obtained exemptions 
from the Commission necessary to permit their shares to be listed 
and traded on a national securities exchange at negotiated prices 
and, accordingly, to operate as an exchange-traded fund (``ETF'').
    \3\ Applicants do not request relief for Funds of Funds to 
invest in reliance on the order in business development companies 
and registered closed-end investment companies that are not listed 
and traded on a national securities exchange.
    \4\ A Fund of Funds generally would purchase and sell shares of 
an Underlying Fund that operates as an ETF through secondary market 
transactions rather than through principal transactions with the 
Underlying Fund. Applicants nevertheless request relief from 
sections 17(a)(1) and (2) to permit each ETF that is an affiliated 
person, or an affiliated person of an affiliated person, as defined 
in section 2(a)(3) of the Act, of a Fund of Funds, to sell shares to 
or redeem shares from the Fund of Funds. This includes, in the case 
of sales and redemptions of shares of ETFs, the in-kind transactions 
that accompany such sales and redemptions. Applicants are not 
seeking relief from section 17(a) for, and the requested relief will 
not apply to, transactions where an ETF could be deemed an 
affiliated person, or an affiliated person of an affiliated person, 
of a Fund of Funds because an investment adviser to the ETF or an 
entity controlling, controlled by or under common control with the 
investment adviser to the ETF is also an investment adviser to the 
Fund of Funds. A Fund of Funds will purchase and sell shares of an 
Underlying Fund that is a closed-end fund (including a business 
development company) through secondary market transactions at market 
prices rather than through principal transactions with the closed-
end fund. Accordingly, applicants are not requesting section 17(a) 
relief with respect to principal transactions with closed-end funds.
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    2. 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 are designed to, among other things, help 
prevent any potential (a) undue influence over an Underlying Fund that 
is not in the same ``group of investment companies'' as the Fund of 
Funds through control or voting power, or in connection with certain 
services, transactions, and underwritings, (b) excessive layering of 
fees, and (c) overly complex fund structures, which are the concerns 
underlying the limits in sections 12(d)(1)(A), (B), and (C) of the Act.
    3. Section 12(d)(1)(J) of the Act provides that the Commission may

[[Page 63919]]

exempt any person, security, or transaction, or any class or classes of 
persons, securities, or transactions, from any provision of section 
12(d)(1) if the exemption is consistent with the public interest and 
the protection of investors. Section 17(b) of the Act authorizes the 
Commission to grant an order permitting a transaction otherwise 
prohibited by section 17(a) if it finds that (a) the terms of the 
proposed transaction are fair and reasonable and do not involve 
overreaching on the part of any person concerned; (b) the proposed 
transaction is consistent with the policies of each registered 
investment company involved; and (c) the proposed transaction is 
consistent with the general purposes of the Act. Section 6(c) of the 
Act permits the Commission to exempt any persons or transactions from 
any provision of the Act if such exemption is necessary or appropriate 
in the public interest and consistent with the protection of investors 
and the purposes fairly intended by the policy and provisions of the 
Act.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-26795 Filed 12-11-18; 8:45 am]
 BILLING CODE 8011-01-P
Federal Register / Vol. 83, No. 238 / Wednesday, December 12, 2018 / Notices 63919

exempt any person, security, or Federal Register on July 3, 2018.3 On For the Commission, by the Division of
transaction, or any class or classes of August 14, 2018, pursuant to Section Trading and Markets, pursuant to delegated
persons, securities, or transactions, from 19(b)(2) of the Act,4 the Commission authority.10
any provision of section 12(d)(1) if the designated a longer period within which Eduardo A. Aleman,
exemption is consistent with the public to approve the proposed rule change, Assistant Secretary.
interest and the protection of investors. disapprove the proposed rule change, or [FR Doc. 2018–26829 Filed 12–11–18; 8:45 am]
Section 17(b) of the Act authorizes the institute proceedings to determine BILLING CODE 8011–01–P
Commission to grant an order whether to disapprove the proposed
permitting a transaction otherwise rule change.5
prohibited by section 17(a) if it finds On September 24, 2018, the SECURITIES AND EXCHANGE
that (a) the terms of the proposed Commission instituted proceedings COMMISSION
transaction are fair and reasonable and under Section 19(b)(2)(B) of the Act 6 to [Release No. 34–84737; File No. SR–
do not involve overreaching on the part determine whether to approve or NYSEArca–2018–74]
of any person concerned; (b) the disapprove the proposed rule change.7
proposed transaction is consistent with The Commission has received no Self-Regulatory Organizations; NYSE
the policies of each registered comment letters on the proposed rule Arca, Inc.; Order Approving a
investment company involved; and (c) change. Proposed Rule Change, as Modified by
the proposed transaction is consistent Section 19(b)(2) of the Act 8 provides Amendment No. 1, To Amend Rules
with the general purposes of the Act. that after initiating disapproval 6.62–O and 6.37A–O To Add New Order
Section 6(c) of the Act permits the Types and Quotation Designations
proceedings, the Commission shall issue
Commission to exempt any persons or
an order approving or disapproving the December 6, 2018.
transactions from any provision of the
proposed rule change not later than 180
Act if such exemption is necessary or I. Introduction
days after the date of publication of
appropriate in the public interest and
notice of filing of the proposed rule On October 5, 2018, NYSE Arca, Inc.
consistent with the protection of
change. The Commission may extend (‘‘Exchange’’ or ‘‘NYSE Arca’’) filed
investors and the purposes fairly
the period for issuing an order with the Securities and Exchange
intended by the policy and provisions of
approving or disapproving the proposed Commission (‘‘Commission’’) pursuant
the Act.
rule change, however, by not more than to Section 19(b)(1) of the Securities
For the Commission, by the Division of 60 days if the Commission determines Exchange Act of 1934 (‘‘Act’’) 1 and Rule
Investment Management, pursuant to that a longer period is appropriate and 19b–4 thereunder,2 a proposed rule
delegated authority. change to amend NYSE Arca Rules
publishes reasons for such
Eduardo A. Aleman, 6.62–O (Certain Types of Orders
determination. The proposed rule
Assistant Secretary. change was published for notice and Defined) and 6.37A–O (Market Maker
[FR Doc. 2018–26795 Filed 12–11–18; 8:45 am] comment in the Federal Register on July Quotations) to add new order types and
BILLING CODE 8011–01–P 3, 2018. December 30, 2018, is 180 days quotation designations. The proposed
from that date, and February 28, 2019, rule change was published for comment
is 240 days from that date. in the Federal Register on October 24,
SECURITIES AND EXCHANGE 2018.3 On December 4, 2018, the
The Commission finds it appropriate
COMMISSION Exchange filed Amendment No. 1 to the
to designate a longer period within
[Release No. 34–84732; File No. SR– which to issue an order approving or proposed rule change.4 The Commission
NYSEArca–2018–40] disapproving the proposed rule change received no comment letters on the
so that it has sufficient time to consider proposed rule change. This order
Self–Regulatory Organizations; NYSE this proposed rule change. Accordingly, approves the proposed rule change, as
Arca, Inc.; Notice of Designation of a the Commission, pursuant to Section modified by Amendment No. 1.
Longer Period for Commission Action 19(b)(2) of the Act,9 designates February
on Proceedings To Determine Whether II. Description of the Proposal, as
28, 2019, as the date by which the Modified by Amendment No. 1
To Approve or Disapprove a Proposed Commission shall either approve or
Rule Change Regarding Investments of disapprove the proposed rule change A. Order Types
the REX BKCM ETF (File No.SR–NYSEArca–2018–40). Currently, Rule 6.62–O sets forth the
December 6, 2018. order types available on the Exchange,
On June 26, 2018, NYSE Arca, Inc. 3 See Securities Exchange Act Release No. 83546 including Liquidity Adding Orders
(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed (June 28, 2018), 83 FR 31214 (July 3, 2018). (each an ‘‘ALO’’) and PNP (Post No
4 15 U.S.C. 78s(b)(2).
with the Securities and Exchange Preference) Orders, both of which
5 See Securities Exchange Act Release No. 83844
Commission (‘‘Commission’’), pursuant provide market participants control over
(Aug. 14, 2018), 83 FR 42178 (Aug. 20, 2018).
to Section 19(b)(1) of the Securities 6 15 U.S.C. 78s(b)(2)(B).
how their orders interact with contra-
Exchange Act of 1934 (‘‘Act’’) 1 and Rule 7 See Securities Exchange Act Release No. 84275 side liquidity. Specifically, an ALO is a
19b–4 thereunder,2 a proposed rule (Sept. 24, 2018), 83 FR 49142 (Sept. 28, 2018).
change seeking to modify certain Specifically, the Commission instituted proceedings 1 15 U.S.C. 78s(b)(1).
to allow for additional analysis of the proposed rule 2 17 CFR 240.19b–4.
investments of the REX BKCM ETF, a change’s consistency with Section 6(b)(5) of the 3 See Securities Exchange Act Release No. 84451
series of the Exchange Listed Funds Act, which requires among other things, that the (October 18, 2018), 83 FR 53692 (‘‘Notice’’).
Trust, the shares of which are currently
amozie on DSK3GDR082PROD with NOTICES1

rules of a national securities exchange be ‘‘designed 4 In Amendment No. 1, the Exchange made
listed and traded on the Exchange under to prevent fraudulent and manipulative acts and technical corrections to cross references in the
NYSE Arca Rule 8.600–E, Managed practices, to promote just and equitable principles proposed rule text. Because Amendment No. 1 does
of trade,’’ and ‘‘to protect investors and the public not materially alter the substance of the proposed
Fund Shares. The proposed rule change interest.’’ See id. at 49143 (citing 15 U.S.C. rule change or raise unique or novel regulatory
was published for comment in the 78f(b)(5)). issues, it is not subject to notice and comment. The
8 15 U.S.C. 78s(b)(2).
amendment is available at: https://www.sec.gov/
1 15 U.S.C. 78s(b)(1). 9 Id.
comments/sr-nysearca-2018-74/srnyse
2 17 CFR 240.19b–4. 10 17 CFR 200.30–3(a)(57). arca201874.htm.

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Document Created: 2018-12-12 01:40:07
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Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice.
Dates		The application was filed on August 30, 2018.
Contact		Bruce R. MacNeil, Senior Counsel, at (202) 551-6817, or Kaitlin C. Bottock, Branch Chief, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office).
FR Citation		83 FR 63918