83 FR 1090 - Northern Lights Fund Trust and AlphaCore Capital, LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 6 (January 9, 2018)

Page Range		1090-1091
FR Document		2018-00156
Federal Register, Volume 83 Issue 6 (Tuesday, January 9, 2018)
[Federal Register Volume 83, Number 6 (Tuesday, January 9, 2018)]
[Notices]
[Pages 1090-1091]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-00156]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32961; 812-14806]


Northern Lights Fund Trust and AlphaCore Capital, LLC

January 3, 2018.
AGENCY:  Securities and Exchange Commission (``Commission'').

ACTION:  Notice.

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    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

[[Page 1091]]

exemption would permit an investment adviser to hire and replace 
certain subadvisers without shareholder approval and grant relief from 
the Disclosure Requirements as they relate to fees paid to the 
subadvisers.

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

Filing Dates:  The application was filed on August 3, 2017 and amended 
on November 29, 2017.

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 January 29, 2018, 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: Northern Lights Fund 
Trust, 17605 Wright Street, Omaha, NE 68130 and AlphaCore Capital, LLC, 
875 Prospect Street #315, La Jolla, CA 92037.

FOR FURTHER INFORMATION CONTACT:  Barbara T. Heussler, Senior Counsel, 
at (202) 551-6990, or Robert H. Shapiro, 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 website 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 Agreement'').\1\ The Adviser will provide each Fund with 
overall investment management services and will continuously review, 
supervise and administer each Fund's investment program, 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 
subadvisers (each, a ``Subadviser'' and collectively, the 
``Subadvisers'') 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 Subadvisers, including 
determining whether a Subadviser 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 or 
future series of the Trust or any other registered open-end 
management company that: (a) Is advised by the Adviser, or any 
person controlling, controlled by or under common control with the 
Adviser or its successor (each, 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 Subadvisers pursuant to subadvisory 
agreements and materially amend existing subadvisory 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 any Affiliated Subadviser; and 
(b) the aggregate fees paid to Subadvisers other than Affiliated 
Subadvisers. For any Fund that employs an Affiliated Subadviser, the 
Fund will provide separate disclosure of any fees paid to the 
Affiliated Subadviser.
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    \2\ The requested relief will not extend to any subadviser that 
is an affiliated person, as defined in section 2(a)(3) of the Act, 
of the Trust, a Fund, or the Adviser, other than solely by reason of 
serving as a Subadviser to one or more of the Funds, or as an 
adviser or subadviser to any series of the Trust other than the 
Funds (``Affiliated Subadviser'').
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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 
subadvisory 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 Subadvisers is substantially similar to that of individual 
portfolio managers, so that requiring shareholder approval of 
subadvisory 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 Subadvisers that are 
more advantageous for the Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-00156 Filed 1-8-18; 8:45 am]
 BILLING CODE 8011-01-P
1090 Federal Register / Vol. 83, No. 6 / Tuesday, January 9, 2018 / Notices

is designed to balance the utility of the III. Date of Effectiveness of the rules/sro.shtml). Copies of the
optional ARC functionality that is Proposed Rule Change and Timing for submission, all subsequent
voluntarily offered by the Exchange free Commission Action amendments, all written statements
of charge, and the interests of fair and The Exchange has designated this rule with respect to the proposed rule
orderly markets, the protection of filing as non-controversial under change that are filed with the
investors, and the public interest. The Section 19(b)(3)(A) 35 of the Act and Commission, and all written
Exchange believes the proposed rule Rule 19b–4(f)(6) 36 thereunder. Because communications relating to the
change strikes an appropriate balance the proposed rule change does not: (i) proposed rule change between the
between these two goals by continuing Significantly affect the protection of Commission and any person, other than
investors or the public interest; (ii) those that may be withheld from the
to allow Members and clearing firms to
impose any significant burden on public in accordance with the
utilize ARC to assist with risk
competition; and (iii) become operative provisions of 5 U.S.C. 552, will be
management, while protecting the available for website viewing and
Opening and Closing Auctions from for 30 days from the date on which it
was filed, or such shorter time as the printing in the Commission’s Public
undue price dislocation or the creation Reference Room, 100 F Street NE,
or exacerbation of large imbalances by Commission may designate, it has
become effective pursuant to Section Washington, DC 20549, on official
preventing Locked-in Orders from being business days between the hours of
19(b)(3)(A) of the Act and Rule 19b–
canceled after the Lock-in Time and 10:00 a.m. and 3:00 p.m. Copies of this
4(f)(6) thereunder.
before the Opening or Closing Auction At any time within 60 days of the filing will also be available for
match. filing of the proposed rule change, the inspection and copying at the principal
Furthermore, the Exchange believes Commission summarily may office of the Exchange. All comments
the proposed rule change is consistent temporarily suspend such rule change if received will be posted without change.
with the protection of investors and the it appears to the Commission that such Persons submitting comments are
public interest because it will provide action is necessary or appropriate in the cautioned that we do not redact or edit
public interest, for the protection of personal identifying information from
enhanced clarity on the operation of the
investors, or otherwise in furtherance of comment submissions. You should
ARC mechanism with respect to orders
the purposes of the Act. If the submit only information that you wish
eligible for execution in the Opening or to make available publicly. All
Closing Auction after the Lock-in Time Commission takes such action, the
Commission shall institute proceedings submissions should refer to File
and before the auction match, thereby Number SR–IEX–2017–44 and should
eliminating any potential confusion in under Section 19(b)(2)(B)37 of the Act to
determine whether the proposed rule be submitted on or before January 30,
this regard. 2018.
change should be approved or
B. Self-Regulatory Organization’s disapproved. For the Commission, by the Division of
Statement on Burden on Competition Trading and Markets, pursuant to delegated
IV. Solicitation of Comments authority.38
IEX does not believe that the Interested persons are invited to Eduardo A. Aleman,
proposed rule change will result in any submit written data, views, and Assistant Secretary.
burden on competition that is not arguments concerning the foregoing, [FR Doc. 2018–00157 Filed 1–8–18; 8:45 am]
necessary or appropriate in furtherance including whether the proposed rule BILLING CODE 8011–01–P
of the purposes of the Act. To the change is consistent with the Act.
contrary, the Exchange believes that the Comments may be submitted by any of
proposed rule change will increase the following methods: SECURITIES AND EXCHANGE
intermarket competition because it is Electronic Comments COMMISSION
designed to protect the Exchange’s
Opening and Closing Auctions thereby • Use the Commission’s internet [Investment Company Act Release No.
32961; 812–14806]
comment form (http://www.sec.gov/
enhancing its ability to compete in the
rules/sro.shtml); or Northern Lights Fund Trust and
market for corporate listings. • Send an email to rule-comments@ AlphaCore Capital, LLC
The Exchange also does not believe sec.gov. Please include File Number SR–
that the proposal will impose an IEX–2017–44 on the subject line. January 3, 2018.
intramarket burden on competition AGENCY: Securities and Exchange
Paper Comments
because, notwithstanding the limited Commission (‘‘Commission’’).
proposed exception for Locked-in • Send paper comments in triplicate ACTION: Notice.
Orders, ARC remains available to all to Secretary, Securities and Exchange
Members on a fair and equal basis, and Commission, 100 F Street NE, Notice of an application under section
the Exchange continues to provide a Washington, DC 20549–1090. 6(c) of the Investment Company Act of
mechanism to enable Members to All submissions should refer to File 1940 (‘‘Act’’) for an exemption from
manage their risk by preventing trading Number SR–IEX–2017–44. This file section 15(a) of the Act and rule 18f–2
number should be included on the under the Act, as well as from certain
that is erroneous or exceeds a Member’s
subject line if email is used. To help the disclosure requirements in rule 20a–1
financial resources, thereby contributing
Commission process and review your under the Act, Item 19(a)(3) of Form
to the stability of the equities markets.
sradovich on DSK3GMQ082PROD with NOTICES

comments more efficiently, please use N–1A, Items 22(c)(1)(ii), 22(c)(1)(iii),
C. Self-Regulatory Organization’s only one method. The Commission will 22(c)(8) and 22(c)(9) of Schedule 14A
Statement on Comments on the post all comments on the Commission’s under the Securities Exchange Act of
Proposed Rule Change Received From internet website (http://www.sec.gov/ 1934, and sections 6–07(2)(a), (b), and
Members, Participants, or Others (c) of Regulation S–X (‘‘Disclosure
35 15 U.S.C. 78s(b)(3)(A). Requirements’’). The requested
Written comments were neither 36 17 CFR 240.19b–4(f)(6).
solicited nor received. 37 15 U.S.C. 78s(b)(2)(B). 38 17 CFR 200.30–3(a)(12).

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Document Created: 2018-01-09 02:18:50
Document Modified: 2018-01-09 02:18:50
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.
Dates		The application was filed on August 3, 2017 and amended on November 29, 2017.
Contact		Barbara T. Heussler, Senior Counsel, at (202) 551-6990, or Robert H. Shapiro, Branch Chief, at (202) 551- 6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		83 FR 1090