[Federal Register Volume 81, Number 6 (Monday, January 11, 2016)]
[Notices]
[Pages 1244-1245]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-00210]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 31952; File No. 812-14519]
Northern Lights Fund Trust, et al.; Notice of Application
January 4, 2016.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: 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 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.
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Applicants: Northern Lights Fund Trust (the ``Trust''), a Delaware
statutory
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trust registered under the Act as an open-end management investment
company with multiple series, Ascendant Advisors, LLC (``Ascendant'' or
the ``Adviser''), a Texas limited liability company registered as an
investment adviser under the Investment Advisers Act of 1940, and
Northern Lights Distributors, LLC (the ``Distributor''), a Nebraska
limited liability company registered as a broker-dealer under the
Securities Exchange Act of 1934 (``Exchange Act'').
Filing Dates: The application was filed on July 23, 2015 and
amended on December 9, 2015.
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 Friday, January 29, 2016 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 JoAnn Strasser,
Esq., Thompson Hine LLP, 41 South High Street, Suite 1700, Columbus,
Ohio 43215.
FOR FURTHER INFORMATION CONTACT: Kaitlin C. Bottock, Senior Counsel, at
(202) 551-8658, or Daniele Marchesani, Branch Chief, at (202) 551-6821
(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 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.
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) each
Underlying Fund that is a registered open-end investment company or
series thereof, the Distributor or any principal underwriter and any
broker or dealer registered under the Exchange Act 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 investment company or series thereof that is
advised by Ascendant or its successor-in-interest or by any entity
controlling, controlled by or under common control with Ascendant or
its successor-in-interest and is part of the same ``group of
investment companies'' 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 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 exchange-traded funds (``ETFs'').
\3\ Applicants do not request relief for the Funds of Funds to
invest in business development companies or closed-end investment
companies that are not listed 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 section
17(a) to permit a Fund of Funds to purchase or redeem shares from
the ETF. A Fund of Funds will purchase and sell shares of an
Underlying Fund that is a closed-end fund 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 transactions in
shares of closed-end funds (including business development
companies).
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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 (i) 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, (ii) excessive layering of
fees, and (iii) 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
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.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-00210 Filed 1-8-16; 8:45 am]
BILLING CODE 8011-01-P