81 FR 16247 - Northern Lights Fund Trust and Princeton Fund Advisors, LLC; Notice of Application

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 58 (March 25, 2016)

Page Range		16247-16248
FR Document		2016-06748

Federal Register, Volume 81 Issue 58 (Friday, March 25, 2016)

[Federal Register Volume 81, Number 58 (Friday, March 25, 2016)]
[Notices]
[Pages 16247-16248]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-06748]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32032; 812-14285]


Northern Lights Fund Trust and Princeton Fund Advisors, LLC; 
Notice of Application

March 21, 2016.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  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.

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Applicants:  Northern Lights Fund Trust (the ``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company with multiple series, and Princeton Fund Advisors 
LLC, a Delaware limited liability company registered as an investment 
adviser under the Investment Advisers Act of 1940 (``the ``Adviser,'' 
and, collectively with the Trust, the ``Applicants'').

Filing Dates:  The application was filed March 6, 2014, and amended on 
August 21, 2014, November 10, 2014, November 25, 2015, February 19, 
2016, February 22, 2016, and March 16, 2016.

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 April 18, 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: Trust: James P. Ash, 
Esq., Gemini Fund Services LLC, 80 Arkay Drive, Suite 110, Hauppage, NY 
11788 and Adviser: Princeton Fund Advisors, LLC, 1125 17th Street, 
Suite 1400, Denver, CO 80202.

FOR FURTHER INFORMATION CONTACT:  Jean E. Minarick, Senior Counsel, at 
(202) 551-6811, 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 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 Funds 
pursuant to an investment advisory agreement with the Trust (the 
``Advisory

[[Page 16248]]

Agreement'').\1\ The Adviser will provide the Funds with continuous and 
comprehensive investment management services subject to the supervision 
of, and policies established by, each Fund's board of trustees 
(``Board''). The 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 Fund, subject to the supervision and direction of 
the Adviser. The primary responsibility for managing the Funds 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 any existing and 
any future series of the Trust and any other registered open-end 
management company or series thereof that: (a) Is advised by the 
Adviser or its successor or by a person controlling, controlled by, 
or under common control with the Adviser or its successor (each, 
also an ``Adviser''); (b) uses the manager of managers structure 
described in the application; and (c) complies with the terms and 
conditions of the application (any such series, a ``Fund'' and 
collectively, the ``Funds''). 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.
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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.\2\ Applicants 
also seek an exemption from the Disclosure Requirements to permit a 
Fund to disclose (as both a dollar amount and a percentage of the 
Fund's net assets): (a) The aggregate fees paid to the Adviser; and (b) 
the aggregate fees paid to Sub-Advisers other than Affiliated Sub-
Advisers; and (c) the fee paid to each Affiliated Sub-Adviser 
(collectively, ``Aggregate Fee Disclosure'').
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    \2\ The requested relief will not extend to any Sub-Adviser that 
is an affiliated person, as defined in Section 2(a)(3) of the Act, 
of a Fund or the Adviser, other than by reason of serving as a sub-
adviser to one or more of the Funds, or as an investment adviser or 
subadviser to any fund of the Trust other than a Fund (``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 Fund shareholders and notification about sub-
advisory changes and enhanced Board oversight to protect the interests 
of the Funds' 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 explained in the Application, the 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 
Funds. 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 Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Brent J. Fields,
Secretary.
[FR Doc. 2016-06748 Filed 3-24-16; 8:45 am]
BILLING CODE 8011-01-P

16248 Federal Register / Vol. 81, No. 58 / Friday, March 25, 2016 / Notices

Agreement’’).1 The Adviser will provide enhanced Board oversight to protect the publishing this notice to solicit
the Funds with continuous and interests of the Funds’ shareholders. comments on the proposed rule change
comprehensive investment management 4. Section 6(c) of the Act provides that from interested persons.
services subject to the supervision of, the Commission may exempt any
person, security, or transaction or any I. Self-Regulatory Organization’s
and policies established by, each Fund’s
class or classes of persons, securities, or Statement of the Terms of Substance of
board of trustees (‘‘Board’’). The
transactions from any provisions of the the Proposed Rule Change
Advisory Agreement permits the
Adviser, subject to the approval of the Act, or any rule thereunder, if such ISE proposes to eliminate the 30%
Board, to delegate to one or more sub- relief is necessary or appropriate in the strict cap on the number of Primary
advisers (each, a ‘‘Sub-Adviser’’ and public interest and consistent with the Market Maker (‘‘PMM’’) memberships
collectively, the ‘‘Sub-Advisers’’) the protection of investors and purposes that the ISE’s Board of Directors (the
responsibility to provide the day-to-day fairly intended by the policy and ‘‘Board’’) can approve for an ISE
portfolio investment management of provisions of the Act. Applicants member to operate. The text of the
each Fund, subject to the supervision believe that the requested relief meets proposed rule change is available on the
and direction of the Adviser. The this standard because, as further Exchange’s Web site at www.ise.com, at
primary responsibility for managing the explained in the Application, the the principal office of the Exchange, and
Funds will remain vested in the Advisory Agreements will remain at the Commission’s Public Reference
Adviser. The Adviser will hire, subject to shareholder approval, while Room.
evaluate, allocate assets to and oversee the role of the Sub-Advisers is II. Self-Regulatory Organization’s
the Sub-Advisers, including substantially similar to that of
Statement of the Purpose of, and
determining whether a Sub-Adviser individual portfolio managers, so that
Statutory Basis for, the Proposed Rule
should be terminated, at all times requiring shareholder approval of Sub-
Change
subject to the authority of the Board. Advisory Agreements would impose
2. Applicants request an exemption to unnecessary delays and expenses on the In its filing with the Commission, the
permit the Adviser, subject to Board Funds. Applicants believe that the self-regulatory organization included
approval, to hire certain Sub-Advisers requested relief from the Disclosure statements concerning the purpose of,
pursuant to Sub-Advisory Agreements Requirements meets this standard and basis for, the proposed rule change
and materially amend existing Sub- because it will improve the Adviser’s and discussed any comments it received
Advisory Agreements without obtaining ability to negotiate fees paid to the Sub- on the proposed rule change. The text
the shareholder approval required under Advisers that are more advantageous for of these statements may be examined at
Section 15(a) of the Act and Rule 18f– the Funds. the places specified in Item IV below.
2 under the Act.2 Applicants also seek For the Commission, by the Division of The Exchange has prepared summaries,
an exemption from the Disclosure Investment Management, under delegated set forth in sections A, B, and C below,
Requirements to permit a Fund to authority. of the most significant aspects of such
disclose (as both a dollar amount and a Brent J. Fields, statements.
percentage of the Fund’s net assets): (a) Secretary. A. Self-Regulatory Organization’s
The aggregate fees paid to the Adviser; [FR Doc. 2016–06748 Filed 3–24–16; 8:45 am] Statement of the Purpose of, and
and (b) the aggregate fees paid to Sub- BILLING CODE 8011–01–P Statutory Basis for, the Proposed Rule
Advisers other than Affiliated Sub- Change
Advisers; and (c) the fee paid to each
Affiliated Sub-Adviser (collectively, SECURITIES AND EXCHANGE 1. Purpose
‘‘Aggregate Fee Disclosure’’). COMMISSION The purpose of the proposal is to
3. Applicants agree that any order eliminate the 30% strict cap on the
granting the requested relief will be [Release No. 34–77410; File No. SR–ISE–
2016–07] number of PMM memberships that the
subject to the terms and conditions Board can approve for an ISE member
stated in the Application. Such terms to operate.3 ISE Rule 303(b) currently
Self-Regulatory Organizations;
and conditions provide for, among other requires the Board show ‘‘good cause’’
International Securities Exchange,
safeguards, appropriate disclosure to to approve any PMM membership that
LLC; Notice of Filing and Immediate
Fund shareholders and notification would result in the PMM operating
Effectiveness of Proposed Rule
about sub-advisory changes and trading privileges associated with more
Change To Eliminate the Strict
1 Applicants request relief with respect to any
Concentration Limits on Primary than one PMM membership. The Board
existing and any future series of the Trust and any Market Makers may waive the limitations contained in
other registered open-end management company or this rule if it determines that good cause
series thereof that: (a) Is advised by the Adviser or March 21, 2016. has been shown and such action is, in
its successor or by a person controlling, controlled Pursuant to Section 19(b)(1) of the its judgment, in the best interests of the
by, or under common control with the Adviser or Securities Exchange Act of 1934 (the
its successor (each, also an ‘‘Adviser’’); (b) uses the Exchange.4 The Board is not permitted,
‘‘Act’’),1 and Rule 19b–4 thereunder,2
manager of managers structure described in the
application; and (c) complies with the terms and notice is hereby given that on March 15, 3 A PMM serves a function similar to that of a

conditions of the application (any such series, a 2016, the International Securities specialist on other exchanges. Among other things,
‘‘Fund’’ and collectively, the ‘‘Funds’’). For Exchange, LLC (the ‘‘Exchange’’ or the a PMM must provide continuous quotations in all
purposes of the requested order, ‘‘successor’’ is assigned options classes. See Rule 804(e)(1);
asabaliauskas on DSK3SPTVN1PROD with NOTICES

‘‘ISE’’) filed with the Securities and
limited to an entity that results from a Supplementary Material .01 to Rule 804. There are
reorganization into another jurisdiction or a change Exchange Commission the proposed currently 10 outstanding PMM memberships
in the type of business organization. rule change as described in Items I and authorized and issued by the Exchange under its
2 The requested relief will not extend to any Sub- II below, which Items have been Third Amended and Restated LLC Agreement (the
Adviser that is an affiliated person, as defined in prepared by the self-regulatory ‘‘LLC Agreement’’). See LLC Agreement, Section
Section 2(a)(3) of the Act, of a Fund or the Adviser, 6.1(a).
other than by reason of serving as a sub-adviser to
organization. The Commission is 4 When making its determination whether good

one or more of the Funds, or as an investment cause has been shown to waive the limitations
1 15 U.S.C. 78s(b)(1).
adviser or subadviser to any fund of the Trust other contained in this rule, the Board must consider
than a Fund (‘‘Affiliated Sub-Adviser’’). 2 17 CFR 240.19b–4. whether an operational, business or regulatory need

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Document Created: 2018-02-02 15:17:55
Document Modified: 2018-02-02 15:17:55

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 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.
Dates		The application was filed March 6, 2014, and amended on August 21, 2014, November 10, 2014, November 25, 2015, February 19, 2016, February 22, 2016, and March 16, 2016.
Contact		Jean E. Minarick, Senior Counsel, at (202) 551-6811, or Daniele Marchesani, Branch Chief, at (202) 551-6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		81 FR 16247