Symetra Life Insurance Company, et al.; Notice of Application

January 22, 2013.

Summary of the Application: Applicants request an order that would (a) permit certain series of registered open-end management investment companies to acquire shares of other registered open-end management investment companies and unit investment trusts ("UITs") that are within or outside the same "group of investment companies," as defined in section 12(d)(1)(G)(ii) of the Act, as the acquiring company and (b) permit certain series of registered open-end management investment companies relying on rule 12d1-2 under the Act to invest in certain financial instruments.

Applicants: Symetra Life Insurance Company ("Symetra"), First Symetra National Life Insurance Company of New York ("First Symetra of NY" and collectively with Symetra and any insurance company controlling, controlled by, or under common control with Symetra and First Symetra of NY, the "Insurance Companies"), Symetra Investment Management, Inc. (the "Manager"), Symetra Mutual Funds Trust (the "Trust"), and Symetra Securities Inc. (the "Distributor").

DATES: Filing Dates: The application was filed on October 3, 2012 and amended on January 8, 2013.

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 February 18, 2013, and should be accompanied by proof of service on applicants in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer's interest, 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: The Commission: Secretary, U.S. Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants: Symetra Life Insurance Company, Symetra Investment Management, Inc., Symetra Mutual Funds Trust, and Symetra Securities, Inc., 777 108th Avenue NE., Suite 1200, Bellevue, WA 98004, and First Symetra National Life Insurance Company of New York, 260 Madison Avenue, 8th Floor, New York, NY 10016.

FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202) 551-6819, or David P. Bartels, Branch Chief, at (202) 551-6821 (Office of Investment Company Regulation, Division of Investment Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the application. The complete application may be obtained via the Commission's Web site 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.

Applicants' Representations

1. The Trust is a Delaware statutory trust, registered under the Act as an open-end management investment company, and is comprised of multiple series, each of which has its own investment objective, policies and restrictions. /1/ Shares of the Series are not offered directly to the public. Shares of the Series are offered through separate accounts of the Insurance Companies that are registered as UITs under the Act ("Registered Separate Accounts") or that are exempt from registration under the Act ("Unregistered Separate Accounts," and together with the Registered Separate Accounts, "Separate Accounts") and serve as the underlying funding vehicles for the variable life insurance contracts and variable annuity contracts (the "Contracts") issued by the Insurance Companies. Shares of the Series may also be offered to qualified pension and retirement plans, certain of the general accounts of the Insurance Companies, or to other Series.

FOOTNOTE 1 Applicants request that the order extend to any existing or future Series of the Trust and any existing or future registered open-end management investment company or series thereof that currently or subsequently is part of the same "group of investment companies," as defined in section 12(d)(1)(G)(ii) of the Act, as the Trust, and is, or will be, advised by the Manager or any other investment adviser controlling, controlled by, or under common control with the Manager (each, a "Series"). All entities that currently intend to rely on the requested order are named as applicants. Any other entity that relies on the order in the future will comply with the terms and conditions of the application. END FOOTNOTE

2. The Manager is a Washington corporation registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act") and serves as investment adviser to the Series. The Manager is a wholly-owned subsidiary of Symetra Financial Corporation and is an affiliate of Symetra and First Symetra of NY.

3. The Distributor is a Washington corporation and serves as the Trust's principal underwriter and distributor. The Distributor is registered as a broker-dealer with the Commission and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"). The Distributor is a wholly-owned subsidiary of Symetra Financial Corporation and is an affiliate of Symetra and First Symetra of NY. The Distributor also serves as the distributor for the Contracts.

4. Applicants request relief to permit: (a) Certain Series (each, a "Fund of Funds," and collectively, the "Funds of Funds") to acquire shares of registered open-end management investment companies and UITs that are not part of the same "group of investment companies," as defined in section 12(d)(1)(G)(ii) of the Act, as the Funds of Funds (the "Unaffiliated Investment Companies" and "Unaffiliated Trusts," respectively, and together, the "Unaffiliated Funds"); /2/ (b) the Unaffiliated Investment Companies, their principal underwriters and any broker or dealer registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act", and any such broker or dealer, a "Broker"), to sell shares of the Unaffiliated Investment Companies to the Funds of Funds in excess of the limitations in section 12(d)(1)(B) of the Act; (c) the Funds of Funds to acquire shares of certain other Series in the same "group of investment companies," as defined in section 12(d)(1)(G)(ii) of the Act, as the Fund of Funds (the "Affiliated Funds," and together with the Unaffiliated Funds, the "Underlying Funds"); /3/ and (d) the Affiliated Funds, their principal underwriters and any Broker to sell shares of the Affiliated Funds to the Fund of Funds in excess of the limitations in section 12(d)(1)(B) of the Act. Applicants also request an order under sections 6(c) and 17(b) of the Act exempting the transactions described in (a) through (d) above from section 17(a) of the Act to the extent necessary to permit an Underlying Fund that is an affiliated person of a Fund of Funds to sell its shares to, and redeem its shares from, the Fund of Funds.

FOOTNOTE 2 Certain of the Unaffiliated Funds may have received exemptive relief or are otherwise permitted to list and trade their shares on a national securities exchange at negotiated prices ("ETFs"). END FOOTNOTE

FOOTNOTE 3 Certain of the Underlying Funds may pursue their investment objectives through a master-feeder arrangement in reliance on section 12(d)(1)(E) of the Act. In accordance with condition A.12, a Fund of Funds may not invest in an Underlying Fund that operates as a feeder fund unless the feeder fund is part of the same "group of investment companies," as defined in section 12(d)(1)(G)(ii) of the Act, as its corresponding master fund or the Fund of Funds. If a Fund of Funds invests in an Affiliated Fund that operates as a feeder fund and the corresponding master fund is not within the same "group of investment companies," as defined in section 12(d)(1)(G)(ii) of the Act, as the Fund of Funds and Affiliated Fund, the master fund would be an Unaffiliated Fund for purposes of the application and its conditions. END FOOTNOTE

5. Applicants also request an exemption to the extent necessary to permit a Fund of Funds that invests in Underlying Funds in reliance on section 12(d)(1)(G) of the Act (a "Section 12(d)(1)(G) Fund of Funds"), and that is eligible to invest in securities (as defined in section 2(a)(36) of the Act) in reliance on rule 12d1-2 under the Act, to also invest, to the extent consistent with its investment objectives, policies, strategies and limitations, in financial instruments that may not be securities within the meaning of section 2(a)(36) of the Act ("Other Investments").

Applicants' Legal Analysis

A. Investments in Underlying Funds--Section 12(d)(1)

1. Section 12(d)(1)(A) of the Act prohibits a registered investment company (an "acquiring company") from acquiring shares of another investment company (an "acquired company") if the securities represent more than 3% of the total outstanding voting stock of the acquired company, more than 5% of the total assets of the acquiring company, or, together with the securities of any other investment companies, more than 10% of the total assets of the acquiring company. Section 12(d)(1)(B) of the Act prohibits a registered open-end investment company, its principal underwriter and any Broker from selling the shares of the investment company to another investment company if the sale will cause the acquiring company to own more than 3% of the acquired company's voting stock, or if the sale will cause more than 10% of the acquired company's voting stock to be owned by investment companies generally.

--This is a summary of a Federal Register article originally published on the page number listed below--

Notice of application for an order under section 12(d)(1)(J) of the Investment Company Act of 1940, as amended (the "Act"), for an exemption from sections 12(d)(1)(A) and (B) of the Act, under sections 6(c) and 17(b) of the Act for an exemption from section 17(a) of the Act, and under section 6(c) of the Act for an exemption from rule 12d1-2(a) under the Act.

Citation: "78 FR 5841"

Document Number: "Investment Company Act Release No. 30353; File No. 812-14082"

Federal Register Page Number: "5841"

"Notices"