[Federal Register Volume 82, Number 214 (Tuesday, November 7, 2017)]
[Notices]
[Pages 51665-51666]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-24225]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 32894; File No. 812-14776]
Princeton Fund Advisors, LLC. et al.
November 2, 2017.
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) and (B) 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 open-end management investment
companies registered under the Act to acquire shares of open-end
management investment companies registered under the Act that are
outside of the same group of investment companies as the acquiring
companies.
Applicants: Northern Lights Fund Trust, a Delaware statutory trust
registered under the Act as an open-end management investment company
with multiple series (the ``Trust''); Princeton Fund Advisors, LLC, a
Deleware limited liability company (the ``Adviser''), registered as an
investment adviser under the Investment Advisers Act of 1940; and
Foreside Distribution Services, L.P., a Delaware limited liability
company, and Northern Lights Distributors, LLC, a Nebraska limited
liability company (together the ``Distributors''), each registered as a
broker-dealer under the Securities Exchange Act of 1934 (``Exchange
Act'').
Filing Dates: The application was filed on May 16, 2017 and amended on
August 16, 2017.
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 November 28, 2017 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: Thompson Hine LLP,
41 South High Street, Suite 1700, Columbus, OH 43215.
FOR FURTHER INFORMATION CONTACT: Rochelle Kauffman Plesset, Senior
Counsel, at (202) 551-6840 or David Marcinkus, Branch Chief, at (202)
551-6882 (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) registered open-end
management investment companies (the ``Investing Funds'') that are not
part of the same ``group of investment companies,'' within the meaning
of section 12(d)(1)(G)(ii) of the Act, as the Trust, to acquire shares
in series of the Trust \1\ advised by the Adviser in excess of the
limits in sections 12(d)(1)(A) of the Act and (b) the Funds, their
principal underwriters and any broker
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or dealer registered under the Exchange Act to sell shares of the Funds
to the Investing Funds in excess of the limits in section 12(d)(1)(B)
of the Act. 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 Funds to sell their shares to, and redeem their
shares from, the Investing Funds.\2\ Applicants state that such
transactions will be consistent with the policies of each Fund and each
Investing Fund and with the general purposes of the Act and will be
based on the net asset values of the Funds.
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\1\ Applicants request that the order apply to (1) each existing
series of the Trust that currently is part of the same ``group of
investment companes'' as the Trust and is advised by the Adviser,
(2) to any future series of the Trust, and any other existing or
future registered open-end management investment companies and any
series thereof that are, or may in the future be, advised by the
Advisor and that are part of the same group of investment companies
(each, a ``Fund'' and collectively the ``Funds''), and (3) any
principal underwriter and distributor for a Fund. Certain of the
Funds may 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''). For purposes of the request for
relief, the term ``group of investment companies'' means any two or
more registered investment companies that hold themselves out to
investors as related companies for purposes of investment and
investor services.
\2\ An Investing Fund generally would purchase and sell shares
of a Fund that operates as an ETF through secondary market
transactions rather than through principal transactions with the
Fund. The requested relief is intended to cover tranasactions
directly between Funds and Investing Funds. 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 an Investing Fund 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
Investing Fund.
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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.\3\ Such terms and conditions are designed to, among other
things, help prevent any potential (i) undue influence over a Fund that
is not in the same ``group of investment companies'' as the Investing
Fund 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) and (B) of the Act.
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\3\ Applicants state that each Investing Fund that intends to
invest in a Fund in excess of the limits of section 12(d)(1)(A)
would be required to sign an agreement that the Investing Fund would
adhere to the terms and conditions of the order.
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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.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-24225 Filed 11-6-17; 8:45 am]
BILLING CODE 8011-01-P