82_FR_51879 82 FR 51665 - Princeton Fund Advisors, LLC. et al.

82 FR 51665 - Princeton Fund Advisors, LLC. et al.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 214 (November 7, 2017)

Page Range51665-51666
FR Document2017-24225

Federal Register, Volume 82 Issue 214 (Tuesday, November 7, 2017) 
[Federal Register Volume 82, Number 214 (Tuesday, November 7, 2017)]
[Notices]
[Pages 51665-51666]
From the Federal Register Online  [www.thefederalregister.org]
[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

[[Page 51666]]

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

Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices 51665 IV. Solicitation of Comments and should be submitted on or before should be received by the Commission November 28, 2017. by 5:30 p.m. on November 28, 2017 and Interested persons are invited to should be accompanied by proof of submit written data, views, and For the Commission, by the Division of Trading and Markets, pursuant to delegated service on the applicants, in the form of arguments concerning the foregoing, authority.12 an affidavit, or, for lawyers, a certificate including whether the proposed rule of service. Pursuant to Rule 0–5 under Eduardo A. Aleman, change is consistent with the Act. the Act, hearing requests should state Comments may be submitted by any of Assistant Secretary. [FR Doc. 2017–24130 Filed 11–6–17; 8:45 am] the nature of the writer’s interest, any the following methods: facts bearing upon the desirability of a BILLING CODE 8011–01–P Electronic Comments hearing on the matter, the reason for the request, and the issues contested. • Use the Commission’s Internet Persons who wish to be notified of a SECURITIES AND EXCHANGE comment form (http://www.sec.gov/ hearing may request notification by COMMISSION rules/sro.shtml) or writing to the Commission’s Secretary. • Send an email to rule-comments@ [Investment Company Act Release No. ADDRESSES: Secretary, U.S. Securities 32894; File No. 812–14776] sec.gov. Please include File Number SR– and Exchange Commission, 100 F Street ICEEU–2017–013 on the subject line. Princeton Fund Advisors, LLC. et al. NE., Washington, DC 20549–1090. Paper Comments Applicants: Thompson Hine LLP, 41 November 2, 2017. South High Street, Suite 1700, • Send paper comments in triplicate AGENCY: Securities and Exchange Columbus, OH 43215. to Secretary, Securities and Exchange Commission (‘‘Commission’’). FOR FURTHER INFORMATION CONTACT: Commission, 100 F Street NE., ACTION: Notice. Rochelle Kauffman Plesset, Senior Washington, DC 20549–1090. Counsel, at (202) 551–6840 or David Notice of an application for an order All submissions should refer to File Marcinkus, Branch Chief, at (202) 551– under section 12(d)(1)(J) of the Number SR–ICEEU–2017–013 This file 6882 (Division of Investment Investment Company Act of 1940 (the number should be included on the Management, Chief Counsel’s Office). ‘‘Act’’) for an exemption from sections subject line if email is used. To help the 12(d)(1)(A) and (B) of the Act and under SUPPLEMENTARY INFORMATION: The Commission process and review your sections 6(c) and 17(b) of the Act for an following is a summary of the comments more efficiently, please use exemption from sections 17(a)(1) and (2) application. The complete application only one method. The Commission will of the Act. The requested order would may be obtained via the Commission’s post all comments on the Commission’s permit open-end management Web site by searching for the file Internet Web site (http://www.sec.gov/ investment companies registered under number, or for an applicant using the rules/sro.shtml). Copies of the the Act to acquire shares of open-end Company name box, at http:// submission, all subsequent management investment companies www.sec.gov/search/search.htm, or by amendments, all written statements registered under the Act that are outside calling (202) 551–8090. with respect to the proposed rule of the same group of investment Summary of the Application change, security-based swap submission companies as the acquiring companies. or advance notice that are filed with the 1. Applicants request an order to APPLICANTS: Northern Lights Fund Commission, and all written permit (a) registered open-end Trust, a Delaware statutory trust communications relating to the management investment companies (the registered under the Act as an open-end proposed rule change, security-based ‘‘Investing Funds’’) that are not part of management investment company with swap submission or advance notice the same ‘‘group of investment multiple series (the ‘‘Trust’’); Princeton between the Commission and any companies,’’ within the meaning of Fund Advisors, LLC, a Deleware limited person, other than those that may be section 12(d)(1)(G)(ii) of the Act, as the liability company (the ‘‘Adviser’’), withheld from the public in accordance Trust, to acquire shares in series of the registered as an investment adviser with the provisions of 5 U.S.C. 552, will Trust 1 advised by the Adviser in excess under the Investment Advisers Act of be available for Web site viewing and of the limits in sections 12(d)(1)(A) of 1940; and Foreside Distribution printing in the Commission’s Public the Act and (b) the Funds, their Services, L.P., a Delaware limited Reference Room, 100 F Street NE., principal underwriters and any broker liability company, and Northern Lights Washington, DC 20549, on official Distributors, LLC, a Nebraska limited 1 Applicants request that the order apply to (1) business days between the hours of liability company (together the each existing series of the Trust that currently is 10:00 a.m. and 3:00 p.m. Copies of such ‘‘Distributors’’), each registered as a part of the same ‘‘group of investment companes’’ filings will also be available for broker-dealer under the Securities as the Trust and is advised by the Adviser, (2) to inspection and copying at the principal Exchange Act of 1934 (‘‘Exchange Act’’). any future series of the Trust, and any other existing office of ICE Clear Europe and on ICE or future registered open-end management FILING DATES: The application was filed investment companies and any series thereof that Clear Europe’s Web site at https:// on May 16, 2017 and amended on are, or may in the future be, advised by the Advisor www.theice.com/notices/ August 16, 2017. and that are part of the same group of investment Notices.shtml?regulatoryFilings. companies (each, a ‘‘Fund’’ and collectively the HEARING OR NOTIFICATION OF HEARING: An ‘‘Funds’’), and (3) any principal underwriter and All comments received will be posted order granting the requested relief will distributor for a Fund. Certain of the Funds may without change. Persons submitting be issued unless the Commission orders have obtained exemptions from the Commission ethrower on DSK3G9T082PROD with NOTICES comments are cautioned that we do not necessary to permit their shares to be listed and a hearing. Interested persons may traded on a national securities exchange at redact or edit personal identifying request a hearing by writing to the negotiated prices and, accordingly, to operate as an information from comment submissions. Commission’s Secretary and serving exchange-traded fund (‘‘ETF’’). For purposes of the You should submit only information applicants with a copy of the request, request for relief, the term ‘‘group of investment that you wish to make available companies’’ means any two or more registered personally or by mail. Hearing requests investment companies that hold themselves out to publicly. All submissions should refer investors as related companies for purposes of to File Number SR–ICEEU–2017–013 12 17 CFR 200.30–3(a)(12). investment and investor services. VerDate Sep<11>2014 17:29 Nov 06, 2017 Jkt 244001 PO 00000 Frm 00069 Fmt 4703 Sfmt 4703 E:\FR\FM\07NON1.SGM 07NON1

51666 Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices or dealer registered under the Exchange the policies of each registered from, the series in connection with the Act to sell shares of the Funds to the investment company involved; and (c) purchase and redemption of Creation Investing Funds in excess of the limits the proposed transaction is consistent Units; (e) certain registered management in section 12(d)(1)(B) of the Act. with the general purposes of the Act. investment companies and unit Applicants also request an order of Section 6(c) of the Act permits the investment trusts outside of the same exemption under sections 6(c) and 17(b) Commission to exempt any persons or group of investment companies as the of the Act from the prohibition on transactions from any provision of the series to acquire Shares; and (f) certain certain affiliated transactions in section Act if such exemption is necessary or series to create and redeem Shares in 17(a) of the Act to the extent necessary appropriate in the public interest and kind in a master-feeder structure. The to permit the Funds to sell their shares consistent with the protection of Order would incorporate by reference to, and redeem their shares from, the investors and the purposes fairly terms and conditions of a previous order Investing Funds.2 Applicants state that intended by the policy and provisions of granting the same relief sought by such transactions will be consistent the Act. applicants, as that order may be with the policies of each Fund and each For the Commission, by the Division of amended from time to time (‘‘Reference Investing Fund and with the general Investment Management, pursuant to Order’’).1 purposes of the Act and will be based delegated authority. on the net asset values of the Funds. Eduardo A. Aleman, DATES:The application was filed on 2. Applicants agree that any order August 11, 2017. Assistant Secretary. granting the requested relief will be [FR Doc. 2017–24225 Filed 11–6–17; 8:45 am] HEARING OR NOTIFICATION OF HEARING: An subject to the terms and conditions order granting the requested relief will BILLING CODE 8011–01–P stated in the application.3 Such terms be issued unless the Commission orders and conditions are designed to, among a hearing. Interested persons may other things, help prevent any potential SECURITIES AND EXCHANGE request a hearing by writing to the (i) undue influence over a Fund that is COMMISSION Commission’s Secretary and serving not in the same ‘‘group of investment [Investment Company Act Release No. applicants with a copy of the request, companies’’ as the Investing Fund 32893; File No. 812–14809] personally or by mail. Hearing requests through control or voting power, or in should be received by the Commission connection with certain services, Brandes Investment Trust, et al. by 5:30 p.m. on November 27, 2017, and transactions, and underwritings, (ii) should be accompanied by proof of excessive layering of fees, and (iii) November 2, 2017. overly complex fund structures, which service on applicants, in the form of an AGENCY: Securities and Exchange are the concerns underlying the limits affidavit or, for lawyers, a certificate of Commission (‘‘Commission’’). in sections 12(d)(1)(A) and (B) of the service. Pursuant to rule 0–5 under the ACTION: Notice. Act, hearing requests should state the Act. 3. Section 12(d)(1)(J) of the Act SUMMARY: Notice of an application for nature of the writer’s interest, any facts provides that the Commission may an order under section 6(c) of the bearing upon the desirability of a exempt any person, security, or Investment Company Act of 1940 hearing on the matter, the reason for the transaction, or any class or classes of (‘‘Act’’) for an exemption from sections request, and the issues contested. persons, securities, or transactions, from 2(a)(32), 5(a)(1), 22(d) and 22(e) of the Persons who wish to be notified of a any provision of section 12(d)(1) if the Act and rule 22c–1 under the Act, under hearing may request notification by exemption is consistent with the public sections 6(c) and 17(b) of the Act for an writing to the Commission’s Secretary. interest and the protection of investors. exemption from sections 17(a)(1) and ADDRESSES: Secretary, U.S. Securities Section 17(b) of the Act authorizes the (a)(2) of the Act, and under section and Exchange Commission, 100 F Street Commission to grant an order 12(d)(1)(J) of the Act for an exemption NE., Washington, DC 20549–1090. permitting a transaction otherwise from sections 12(d)(1)(A) and (B) of the Applicants: Thomas Quinlan, Esq., prohibited by section 17(a) if it finds Act. Brandes Investment Partners L.P., 11988 that (a) the terms of the proposed APPLICANTS: Brandes Investment Trust El Camino Real, Suite 600, San Diego, transaction are fair and reasonable and (the ‘‘Trust’’), Brandes Investment California 92130. do not involve overreaching on the part Partners, L.P. (the ‘‘Adviser’’) and ALPS of any person concerned; (b) the Distributors, Inc. (the ‘‘Distributor’’). FOR FURTHER INFORMATION CONTACT: proposed transaction is consistent with SUMMARY OF APPLICATION: Applicants Laura J. Riegel, Senior Counsel, at (202) request an order (‘‘Order’’) that permits: 551–3038, or Robert H. Shapiro, Branch 2 An Investing Fund generally would purchase (a) Actively managed series of certain Chief, at (202) 551–6821 (Division of and sell shares of a Fund that operates as an ETF Investment Management, Chief through secondary market transactions rather than open-end management investment through principal transactions with the Fund. The companies to issue shares (‘‘Shares’’) Counsel’s Office). requested relief is intended to cover tranasactions redeemable in large aggregations only SUPPLEMENTARY INFORMATION: The directly between Funds and Investing Funds. (‘‘Creation Units’’); (b) secondary market Applicants are not seeking relief from Section 17(a) following is a summary of the for, and the requested relief will not apply to, transactions in Shares to occur at the application. The complete application transactions where an ETF could be deemed an next-determined net asset value plus or may be obtained via the Commission’s affiliated person, or an affiliated person of an minus a market-determined premium or Web site by searching for the file affiliated person, of an Investing Fund because an discount that may vary during the number, or for an applicant using the ethrower on DSK3G9T082PROD with NOTICES investment adviser to the ETF or an entity controlling, controlled by or under common control trading day; (c) certain series to pay Company name box, at http:// with the investment adviser to the ETF is also an redemption proceeds, under certain www.sec.gov/search/search.htm or by investment adviser to the Investing Fund. circumstances, more than seven days calling (202) 551–8090. 3 Applicants state that each Investing Fund that from the tender of Shares for intends to invest in a Fund in excess of the limits of section 12(d)(1)(A) would be required to sign an redemption; (d) certain affiliated 1 Eaton Vance Management, et al., Investment agreement that the Investing Fund would adhere to persons of the series to deposit Company Act Rel. Nos. 31333 (Nov. 6, 2014) the terms and conditions of the order. securities into, and receive securities (notice) and 31361 (Dec. 2, 2014) (order). VerDate Sep<11>2014 17:29 Nov 06, 2017 Jkt 244001 PO 00000 Frm 00070 Fmt 4703 Sfmt 4703 E:\FR\FM\07NON1.SGM 07NON1


Document Created: 2018-10-25 10:26:48
Document Modified: 2018-10-25 10:26:48
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice.
DatesThe application was filed on May 16, 2017 and amended on August 16, 2017.
ContactRochelle 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).
FR Citation82 FR 51665 
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