Northern Lights Fund Trust II and North Peak Asset Management LLC; Notice of Application, 52073-52076 [2014-20704]

Download as PDF Federal Register / Vol. 79, No. 169 / Tuesday, September 2, 2014 / Notices Commissioners’ Conference Room, 11555 Rockville Pike, Rockville, Maryland. STATUS: Public and Closed. PLACE: Week of September 1, 2014 There are no meetings scheduled for the week of September 1, 2014. Week of September 8, 2014—Tentative Tuesday, September 9, 2014 9:30 a.m. Briefing on NRC International Activities (Closed—Ex. 1 & 9). Wednesday, September 10, 2014 Week of September 15, 2014—Tentative Monday, September 15, 2014 1:30 p.m. NRC All Employees Meeting (Public Meeting), Marriott Bethesda North Hotel, 5701 Marinelli Road, Rockville, MD 20852. Tuesday, September 16, 2014 10:00 a.m. Briefing on Project Aim 2020 (Closed—Ex. 2). Thursday, September 18, 2014 9:00 a.m. Briefing on Management of Low-Level Waste, High-Level Waste, and Spent Nuclear Fuel (Public ´ Meeting) (Contact: Cinthya I. Roman, 301–287–9091). This meeting will be webcast live at the Web address—https://www.nrc.gov/. Week of September 22, 2014—Tentative There are no meetings scheduled for the week of September 22, 2014. Week of September 29, 2014—Tentative Thursday, October 2, 2014 10:00 a.m. Meeting with the Advisory Committee on Reactor Safeguards (ACRS) (Public Meeting) (Contact: Ed Hackett, 301–415–7360). This meeting will be webcast live at the Web address—https://www.nrc.gov/. mstockstill on DSK4VPTVN1PROD with NOTICES Week of October 6, 2014—Tentative Tuesday, October 7, 2014 9:00 a.m. Briefing on the Status of Near-Term Task Force Recommendation 2.1 for Seismic Hazard Reevaluations (Public Meeting) (Contact: Nicholas DiFrancesco, 301–415–1115). This meeting will be webcast live at the Web address—https://www.nrc.gov/. 16:57 Aug 29, 2014 Jkt 232001 Wednesday, October 15, 2014 11:00 a.m. Discussion of Management and Personnel Issues (Closed—Ex. 2 and 6). * * * * * The schedule for Commission meetings is subject to change on short notice. For more information or to verify the status of meetings, contact Rochelle Bavol at (301) 415–1651 or via email at Rochelle.Bavol@nrc.gov. * * * * * Additional Information 9:30 a.m. Strategic Programmatic Overview of the New Reactors Business Line (Public Meeting) (Contact: Donna Williams, 301–415–1322). This meeting will be webcast live at the Web address—https://www.nrc.gov/. VerDate Mar<15>2010 Week of October 13, 2014—Tentative The start time for the Briefing on Project Aim 2020 (Closed—Ex. 2) on September 16, 2014, was changed from 2:00 p.m. to 10:00 a.m. The Discussion of Management and Personnel Issues (Closed—Ex. 2 and 6) previously scheduled on September 16, 2014, was rescheduled on October 15, 2014. * * * * * The NRC Commission Meeting Schedule can be found on the Internet at: https://www.nrc.gov/public-involve/ public-meetings/schedule.html. * * * * * The NRC provides reasonable accommodation to individuals with disabilities where appropriate. If you need a reasonable accommodation to participate in these public meetings, or need this meeting notice or the transcript or other information from the public meetings in another format (e.g. braille, large print), please notify Kimberly Meyer, NRC Disability Program Manager, at 301–287–0727, by videophone at 240–428–3217, or by email at Kimberly.Meyer-Chambers@ nrc.gov . Determinations on requests for reasonable accommodation will be made on a case-by-case basis. * * * * * Members of the public may request to receive this information electronically. If you would like to be added to the distribution, please contact the Office of the Secretary, Washington, DC 20555 (301–415–1969), or send an email to Patricia.Jimenez@nrc.gov or Brenda.Akstulewicz@nrc.gov. Dated: August 28, 2014. Rochelle C. Bavol, Policy Coordinator, Office of the Secretary. [FR Doc. 2014–20901 Filed 8–28–14; 4:15 pm] BILLING CODE 7590–01–P PO 00000 Frm 00131 Fmt 4703 Sfmt 4703 52073 OVERSEAS PRIVATE INVESTMENT CORPORATION Sunshine Notice—September 18, 2014 Board of Directors Meeting Thursday, September 18, 2014, 2 p.m. (Open Portion) 2:15 p.m. (Closed Portion). PLACE: Offices of the Corporation, Twelfth Floor Board Room, 1100 New York Avenue NW., Washington, DC. STATUS: Meeting Open to the Public from 2 p.m. to 2:15 p.m. Closed portion will commence at 2:15 p.m. (approx.). MATTERS TO BE CONSIDERED: 1. President’s Report 2. Confirmation—Mildred O. Callear as Vice President, Financial & Portfolio Management 3. Minutes of the Open Session of the June 12, 2014 Board of Directors Meeting FURTHER MATTERS TO BE CONSIDERED: (Closed to the Public 2:15 p.m.): 1. Proposed FY 2016 Budget 2. Finance Project—Sub-Saharan Africa 3. Minutes of the Closed Session of the June 12, 2014 Board of Directors Meeting 4. Reports 5. Pending Projects CONTACT PERSON FOR INFORMATION: Information on the meeting may be obtained from Connie M. Downs at (202) 336–8438. TIME AND DATE: Dated: August 28, 2014. Connie M. Downs, Corporate Secretary, Overseas Private Investment Corporation. [FR Doc. 2014–20888 Filed 8–28–14; 4:15 pm] BILLING CODE 3210–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 31222; 812–14032] Northern Lights Fund Trust II and North Peak Asset Management LLC; Notice of Application August 26, 2014. 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. AGENCY: Applicants request an order that would permit them to enter into and materially amend subadvisory agreements without SUMMARY OF APPLICATION: E:\FR\FM\02SEN1.SGM 02SEN1 52074 Federal Register / Vol. 79, No. 169 / Tuesday, September 2, 2014 / Notices shareholder approval and would grant relief from certain disclosure requirements. APPLICANTS: Northern Lights Fund Trust II (the ‘‘Trust’’) and North Peak Asset Management LLC (‘‘North Peak’’). FILING DATES: The application was filed May 11, 2012, and amended on March 7, 2014 and June 19, 2014. 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 September 22, 2014, and should be accompanied by proof of service on the applicants, in the form of an affidavit or, for lawyers, a certificate of service. Hearing requests should state the nature of the writer’s interest, 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, 17605 Wright Street, Omaha, NE 68130; North Peak, 457 Washington Street, Duxbury, MA 02332. FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202) 551– 6819, or David P. Bartels, 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 https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. Applicants’ Representations mstockstill on DSK4VPTVN1PROD with NOTICES 1. The Trust is organized as a Delaware statutory trust and is registered under the Act as an open-end management investment company. The Trust offers one or more series of shares, each with its own distinct investment objectives, policies and restrictions.1 1 Applicants request relief with respect to all existing and future series of the Trust and any other existing or future registered open-end management investment company or series thereof, in each case, that (a) is advised by North Peak or its successors or any entity controlling, controlled by, or under common control with North Peak or its successors (any such entity, the ‘‘Adviser’’); (b) uses the multimanager structure described in the application VerDate Mar<15>2010 16:57 Aug 29, 2014 Jkt 232001 2. North Peak is, and any other Adviser will be, registered as an investment adviser under the Investment Advisers Act of 1940 (‘‘Advisers Act’’). North Peak serves as the investment adviser to series of the Trust pursuant to an investment advisory agreement with the Trust (the ‘‘Investment Advisory Agreement’’).2 Each Investment Advisory Agreement was approved or will be approved by the board of trustees of the Trust (the ‘‘Board’’), including a majority of the trustees who are not ‘‘interested persons,’’ as defined in section 2(a)(19) of the Act, of the Trust or the Adviser (‘‘Independent Trustees’’) and by the shareholders of the relevant Subadvised Fund in the manner required by sections 15(a) and 15(c) of the Act and rule 18f–2 under the Act.3 Applicants are not seeking any exemption from the provisions of the Act with respect to the Investment Advisory Agreement. 3. Under the terms of the Investment Advisory Agreement, the Adviser, subject to the oversight of the Board, formulates a continuing program for the investment of the assets of each Subadvised Fund in a manner consistent with its investment objective(s), policies and restrictions. The Adviser periodically reviews each Subadvised Fund’s investment policies and strategies and based on the need of a particular Subadvised Fund may recommend changes to the investment policies and strategies of the Subadvised Fund for consideration by its Board. For its services to each Subadvised Fund, the Adviser receives an investment advisory fee from that Subadvised Fund as specified in the Investment Advisory Agreement calculated based on that Subadvised Fund’s average daily net assets. The terms of the Investment Advisory Agreements also permit the Adviser, subject to the approval of the (‘‘Manager of Managers Structure’’); and (c) complies with the terms and conditions of the application (each a ‘‘Subadvised Fund’’ and collectively, the ‘‘Subadvised Funds’’). The only existing registered open-end management investment company that currently intends to rely on the requested order is named as an applicant. 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. If the name of any Subadvised Fund contains the name of a Subadviser (as defined below), the name of the Adviser that serves as the primary adviser to such Subadvised Fund, or a trademark or trade name that is owned by the Adviser, will precede the name of the Subadviser. 2 Each other Subadvised Fund will enter into an investment advisory agreement with its Adviser (included in the term ‘‘Investment Advisory Agreement’’). 3 The term ‘‘Board’’ also includes the board of trustees or directors of a future Subadvised Fund, if different. PO 00000 Frm 00132 Fmt 4703 Sfmt 4703 Board, including a majority of the Independent Trustees, and the shareholders of the applicable Subadvised Fund (if required by applicable law), to delegate portfolio management responsibilities of all or a portion of the assets of the Subadvised Fund to one or more subadvisers (‘‘Subadvisers’’). The Adviser evaluates, selects and recommends Subadvisers to manage the assets (or portion thereof) of Subadvised Funds, monitors and reviews the Subadvisers and their performance and their compliance with that Subadvised Fund’s investment policies and restrictions. The Adviser has entered into subadvisory agreements (‘‘Subadvisory Agreements’’) with various Subadvisers.4 Each Subadviser is, and each future Subadviser will be, an ‘‘investment adviser,’’ as defined in section 2(a)(20) of the Act, and is registered, or will register, as an investment adviser under the Advisers Act, or not subject to such registration. The Adviser may compensate each Subadviser out of the advisory fees paid to the Adviser under the Investment Advisory Agreement, or Subadvised Funds may compensate the Subadvisers directly. 4. Applicants request an order to permit the Adviser, subject to Board approval, to select Subadvisers to manage all or a portion of the assets of a Subadvised Fund pursuant to a Subadvisory Agreement and materially amend Subadvisory Agreements without obtaining shareholder approval. 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 or a Subadvised Fund or the Adviser, other than by reason of solely serving as a Subadviser to a Subadvised Fund or as an investment adviser or subadviser to any series of the Trust other than the series of the Trust advised by the Adviser (‘‘Affiliated Subadviser’’). 5. The Funds will inform shareholders of the hiring of a new Subadviser pursuant to the following procedures (‘‘Modified Notice and Access Procedures’’): (a) Within 90 days after a new Subadviser is hired for any Subadvised Fund, that Subadvised Fund will send its shareholders either a Multi-manager Notice or a Multimanager Notice and Multi-manager Information Statement; 5 and (b) the 4 All existing Subadvisory Agreements comply with sections 15(a) and (c) of the Act and rule 18f-2 thereunder. 5 A ‘‘Multi-manager Notice’’ will be modeled on a Notice of Internet Availability as defined in rule 14a-16 under the Securities Exchange Act of 1934 (‘‘Exchange Act’’), and specifically will, among other things: (a) Summarize the relevant E:\FR\FM\02SEN1.SGM 02SEN1 Federal Register / Vol. 79, No. 169 / Tuesday, September 2, 2014 / Notices Subadvised Fund will make the Multimanager Information Statement available on the Web site identified in the Multi-manager Notice no later than when the Multi-manager Notice (or Multi-manager Notice and Multimanager Information Statement) is first sent to shareholders, and will maintain it on that Web site for at least 90 days. 6. Applicants also request an order exempting each Subadvised Fund from certain disclosure provisions described below that may require the Subadvised Funds to disclose fees paid to each Subadviser by the Adviser or a Subadvised Fund. Applicants seek an order to permit each Subadvised Fund to disclose (as a dollar amount and a percentage of each Subadvised Fund’s net assets) only: (a) The aggregate fees paid to the Adviser and any Affiliated Subadviser; and (b) the aggregate fees paid to Subadvisers other than Affiliated Subadvisers (collectively, the ‘‘Aggregate Fee Disclosure’’). A Subadvised Fund that employs an Affiliated Subadviser will provide separate disclosure of any fees paid to the Affiliated Subadviser. mstockstill on DSK4VPTVN1PROD with NOTICES Applicants’ Legal Analysis 1. Section 15(a) of the Act provides, in relevant part, that it is unlawful for any person to act as an investment adviser to a registered investment company except pursuant to a written contract that has been approved by the vote of a majority of the company’s outstanding voting securities. Rule 18f– 2 under the Act provides that each series or class of stock in a series investment company affected by a matter must approve that matter if the Act requires shareholder approval. 2. Form N–1A is the registration statement used by open-end investment companies. Item 19(a)(3) of Form N–1A requires disclosure of the method and amount of the investment adviser’s compensation. 3. Rule 20a–1 under the Act requires proxies solicited with respect to a information regarding the new Subadviser; (b) inform shareholders that the Multi-manager Information Statement is available on a Web site; (c) provide the Web site address; (d) state the time period during which the Multi-manager Information Statement will remain available on that Web site; (e) provide instructions for accessing and printing the Multi-manager Information Statement; and (f) instruct the shareholder that a paper or email copy of the Multi-manager Information Statement may be obtained, without charge, by contacting the Subadvised Funds. A ‘‘Multi-manager Information Statement’’ will meet the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Exchange Act for an information statement, except as modified by the requested order to permit Aggregate Fee Disclosure. Multi-manager Information Statements will be filed electronically with the Commission via the EDGAR system. VerDate Mar<15>2010 16:57 Aug 29, 2014 Jkt 232001 registered investment company to comply with Schedule 14A under the Exchange Act. Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A, taken together, require a proxy statement for a shareholder meeting at which the advisory contract will be voted upon to include the ‘‘rate of compensation of the investment adviser,’’ the ‘‘aggregate amount of the investment adviser’s fees,’’ a description of the ‘‘terms of the contract to be acted upon,’’ and, if a change in the advisory fee is proposed, the existing and proposed fees and the difference between the two fees. 4. Regulation S–X sets forth the requirements for financial statements required to be included as part of a registered investment company’s registration statement and shareholder reports filed with the Commission. Sections 6–07(2)(a), (b) and (c) of Regulation S–X require a registered investment company to include in its financial statement information about the investment advisory fees. 5. 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 provision of the Act, or from any rule thereunder, 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. Applicants state that the requested relief meets this standard for the reasons discussed below. 6. Applicants assert that the shareholders expect the Adviser, subject to the review and approval of the Board, to select the Subadvisers who are best suited to achieve the Subadvised Fund’s investment objective. Applicants assert that, from the perspective of the shareholder, the role of the Subadviser is substantially equivalent to the role of the individual portfolio managers employed by an investment adviser to a traditional investment company. Applicants state that requiring shareholder approval of each Subadvisory Agreement would impose unnecessary delays and expenses on the Subadvised Funds and may preclude the Subadvised Funds from acting promptly when the Board and the Adviser believe that a change would benefit a Fund and its shareholders. Applicants note that the Investment Advisory Agreements and any subadvisory agreement with an Affiliated Subadviser (if any) will continue to be subject to the shareholder approval requirements of section 15(a) of the Act and rule 18f–2 under the Act. PO 00000 Frm 00133 Fmt 4703 Sfmt 4703 52075 7. Applicants assert that the requested disclosure relief would benefit shareholders of the Subadvised Funds because it would improve the Adviser’s ability to negotiate the fees paid to Subadvisers. Applicants state that the Adviser may be able to negotiate rates that are below a Subadviser’s ‘‘posted’’ amounts if the Adviser is not required to disclose the Subadvisers’ fees to the public. Applicants submit that the requested relief will encourage Subadvisers to negotiate lower subadvisory fees with the Adviser if the lower fees are not required to be made public. Applicants’ Conditions Applicants agree that any order granting the requested relief will be subject to the following conditions: 6 1. Before a Subadvised Fund may rely on the order, the operation of the Subadvised Fund in the manner described in the application will be approved by a majority of the Subadvised Fund’s outstanding voting securities as defined in the Act or, in the case of a Subadvised Fund whose public shareholders purchase shares on the basis of a prospectus containing the disclosure contemplated by condition 2 below, by the initial shareholder before such Subadvised Fund’s shares are offered to the public. 2. The prospectus for each Subadvised Fund will disclose the existence, substance, and effect of any order granted pursuant to the application. In addition, each Subadvised Fund will hold itself out to the public as employing a Manager of Managers Structure. The prospectus will prominently disclose that the Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee the Subadvisers and recommend their hiring, termination, and replacement. 3. A Subadvised Fund will inform shareholders of the hiring of a new Subadvisor within 90 days after the hiring of the new Subadviser pursuant to the Modified Notice and Access Procedures. 4. The Adviser will not enter into a Subadvisory Agreement with any Affiliated Subadviser without that agreement, including the compensation to be paid thereunder, being approved by the shareholders of the applicable Subadvised Fund. 5. At all times, at least a majority of the Board will be Independent Trustees, and the selection and nomination of new or additional Independent Trustees 6 Applicants will comply with conditions 6, 8, 11 and 13 only if they rely on the relief that would allow them to provide Aggregate Fee Disclosure. E:\FR\FM\02SEN1.SGM 02SEN1 mstockstill on DSK4VPTVN1PROD with NOTICES 52076 Federal Register / Vol. 79, No. 169 / Tuesday, September 2, 2014 / Notices will be placed within the discretion of the then-existing Independent Trustees. 6. Independent legal counsel, as defined in rule 0–1(a)(6) under the Act, has been and will continue to be engaged to represent the Independent Trustees. The selection of such counsel will be within the discretion of the thenexisting Independent Trustees. 7. Whenever a Subadviser change is proposed for a Subadvised Fund with an Affiliated Subadviser, the Board, including a majority of the Independent Trustees, will make a separate finding, reflected in the Board minutes, that the change is in the best interests of the Subadvised Fund and its shareholders, and does not involve a conflict of interest from which the Adviser or the Affiliated Subadviser derives an inappropriate advantage. 8. Whenever a Subadviser is hired or terminated, the Adviser will provide the Board with information showing the expected impact on the profitability of the Adviser. 9. The Adviser will provide general management services to each Subadvised Fund, including overall supervisory responsibility for the general management and investment of the Subadvised Fund’s assets and, subject to review and approval of the Board, will: (i) Set the Subadvised Fund’s overall investment strategies; (ii) evaluate, select, and recommend Subadvisers to manage all or a portion of the Subadvised Fund’s assets; (iii) allocate and, when appropriate, reallocate the Subadvised Fund’s assets among Subadvisers; (iv) monitor and evaluate the Subadvisers’ performance; and (v) implement procedures reasonably designed to ensure that Subadvisers comply with the Subadvised Fund’s investment objective, policies and restrictions. 10. No Trustee or officer of the Trust or of a Subadvised Fund or director or officer of the Adviser will own directly or indirectly (other than through a pooled investment vehicle that is not controlled by such person) any interest in a Subadviser except for (i) ownership of interests in the Adviser or any entity that controls, is controlled by or is under common control with the Adviser; or (ii) ownership of less than 1% of the outstanding securities of any class of equity or debt of any publicly traded company that is either a Subadviser or an entity that controls, is controlled by or is under common control with a Subadviser. 11. Each Subadvised Fund will disclose in its registration statement the Aggregate Fee Disclosure. 12. In the event the Commission adopts a rule under the Act providing VerDate Mar<15>2010 16:57 Aug 29, 2014 Jkt 232001 substantially similar relief to that in the order requested in the Application, the requested order will expire on the effective date of that rule. 13. The Adviser will provide the Board, no less frequently than quarterly, with information about the profitability of the Adviser on a per Subadvised Fund basis. The information will reflect the impact on profitability of the hiring or termination of any Subadviser during the applicable quarter. 14. Any new Subadvisory Agreement or any amendment to a Fund’s existing Investment Advisory Agreement or Subadvisory Agreement that directly or indirectly results in an increase in the aggregate advisory fee rate payable by the Fund will be submitted to the Fund shareholders for approval. For the Commission, by the Division of Investment Management, under delegated authority. Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–20704 Filed 8–29–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–72917; File No. TP 14–14] Order Granting a Limited Exemption From Rule 102(a) of Regulation M to Jones Lang LaSalle Income Property Trust Pursuant to Rule 102(e) of Regulation M August 26, 2014. By letter dated August 26, 2014 (‘‘Letter’’), as supplemented by conversations with the staff of the Division of Trading and Markets (‘‘Staff’’), counsel for Jones Lang LaSalle Income Property Trust (the ‘‘Company’’), a publicly registered nonlisted, daily valued perpetual-life real estate investment trust, requested on behalf of the Company that the Securities and Exchange Commission (‘‘Commission’’) grant an exemption from Rule 102(a) of Regulation M in connection with the tender offer by the Company (the ‘‘Tender Offer’’).1 Specifically, the Letter requests that the Commission exempt the Company from the requirements of Rule 102(a) so that the Company may conduct the Tender Offer for its Class M shares (the ‘‘Shares’’ or ‘‘Share’’) during the course of the continuous offering of the Shares of the Company. Rule 102(a) of Regulation M specifically prohibits issuers, selling security holders, and any of their 1 17 PO 00000 CFR 242.102(a). Frm 00134 Fmt 4703 Sfmt 4703 affiliated purchasers from directly or indirectly bidding for, purchasing, or attempting to induce another person to bid for or purchase, a covered security until the applicable restricted period has ended. As a consequence of the continuous offering of the Shares, the Company will be engaged in a distribution of the Shares for purposes of Rule 102 of Regulation M. As a result, bids for or purchases of Shares or any reference security by the Company or any affiliated purchaser of the Company, including engaging in the Tender Offer, are prohibited during the restricted period under Rule 102 of Regulation M, unless specifically excepted by or exempted from Rule 102 of Regulation M. The Company represents that they operate a share repurchase plan (the ‘‘Repurchase Plan’’) which serves as the primary source of liquidity for the Company’s stockholders.2 According to the Company, a large number of Shares will become eligible for the Repurchase Plan on October 1, 2014. The Company is concerned that once the Shares become eligible for the Repurchase Plan there will potentially be excess repurchase demand that the Company would be unable to meet under current program limits.3 In order to address the potential excess repurchase demand by holders of the Shares, the Company plans to conduct the Tender Offer in lieu of the Repurchase Plan in order to provide a limited source of liquidity to the holders of Shares who may desire to exit all or a portion of their investment in the Company in advance of October 1, 2014. Shares will be purchased in the Tender Offer at a price equal to the NAV per Share as calculated at the close of business on the day prior to the launch of the Tender Offer, which price will be disclosed in compliance with Rule 13e– 4. However, for any day during the Tender Offer period that the purchase price may exceed the NAV, the Company will adjust the purchase price for Shares purchased in the Tender 2 The Company represents that the Repurchase Plan meets the conditions for a class exemption from Rule 102(a) of Regulation M. See Letter from James A. Brigagliano, Associate Director, to Dennis O. Garris, Alston & Bird LLP regarding Class Relief for REIT Share Redemption Programs (October 22, 2007) (the ‘‘Class Relief’’). 3 As explained by the Company, the Repurchase Plan limits repurchases during any calendar quarter to shares with an aggregate value (based on the repurchase price per share on the day the repurchase is effected) of 5% of the combined NAV of all classes of shares (including classes of Company shares other than the Shares) as of the last day of the previous calendar quarter, which means that in any 12-month period, the Company limits its repurchase to approximately 20% of its total NAV. E:\FR\FM\02SEN1.SGM 02SEN1

Agencies

[Federal Register Volume 79, Number 169 (Tuesday, September 2, 2014)]
[Notices]
[Pages 52073-52076]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-20704]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 31222; 812-14032]


Northern Lights Fund Trust II and North Peak Asset Management 
LLC; Notice of Application

August 26, 2014.
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.

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Summary of Application:  Applicants request an order that would permit 
them to enter into and materially amend subadvisory agreements without

[[Page 52074]]

shareholder approval and would grant relief from certain disclosure 
requirements.

Applicants: Northern Lights Fund Trust II (the ``Trust'') and North 
Peak Asset Management LLC (``North Peak'').

Filing Dates: The application was filed May 11, 2012, and amended on 
March 7, 2014 and June 19, 2014.

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 September 22, 2014, and should be accompanied by proof of 
service on the applicants, in the form of an affidavit or, for lawyers, 
a certificate of service. Hearing requests should state the nature of 
the writer's interest, 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, 17605 Wright 
Street, Omaha, NE 68130; North Peak, 457 Washington Street, Duxbury, MA 
02332.

FOR FURTHER INFORMATION CONTACT: Jill Ehrlich, Senior Counsel, at (202) 
551-6819, or David P. Bartels, 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 https://www.sec.gov/search/search.htm or by calling (202) 551-8090.

Applicants' Representations

    1. The Trust is organized as a Delaware statutory trust and is 
registered under the Act as an open-end management investment company. 
The Trust offers one or more series of shares, each with its own 
distinct investment objectives, policies and restrictions.\1\
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    \1\ Applicants request relief with respect to all existing and 
future series of the Trust and any other existing or future 
registered open-end management investment company or series thereof, 
in each case, that (a) is advised by North Peak or its successors or 
any entity controlling, controlled by, or under common control with 
North Peak or its successors (any such entity, the ``Adviser''); (b) 
uses the multi-manager structure described in the application 
(``Manager of Managers Structure''); and (c) complies with the terms 
and conditions of the application (each a ``Subadvised Fund'' and 
collectively, the ``Subadvised Funds''). The only existing 
registered open-end management investment company that currently 
intends to rely on the requested order is named as an applicant. 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. If the name of any 
Subadvised Fund contains the name of a Subadviser (as defined 
below), the name of the Adviser that serves as the primary adviser 
to such Subadvised Fund, or a trademark or trade name that is owned 
by the Adviser, will precede the name of the Subadviser.
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    2. North Peak is, and any other Adviser will be, registered as an 
investment adviser under the Investment Advisers Act of 1940 
(``Advisers Act''). North Peak serves as the investment adviser to 
series of the Trust pursuant to an investment advisory agreement with 
the Trust (the ``Investment Advisory Agreement'').\2\ Each Investment 
Advisory Agreement was approved or will be approved by the board of 
trustees of the Trust (the ``Board''), including a majority of the 
trustees who are not ``interested persons,'' as defined in section 
2(a)(19) of the Act, of the Trust or the Adviser (``Independent 
Trustees'') and by the shareholders of the relevant Subadvised Fund in 
the manner required by sections 15(a) and 15(c) of the Act and rule 
18f-2 under the Act.\3\ Applicants are not seeking any exemption from 
the provisions of the Act with respect to the Investment Advisory 
Agreement.
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    \2\ Each other Subadvised Fund will enter into an investment 
advisory agreement with its Adviser (included in the term 
``Investment Advisory Agreement'').
    \3\ The term ``Board'' also includes the board of trustees or 
directors of a future Subadvised Fund, if different.
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    3. Under the terms of the Investment Advisory Agreement, the 
Adviser, subject to the oversight of the Board, formulates a continuing 
program for the investment of the assets of each Subadvised Fund in a 
manner consistent with its investment objective(s), policies and 
restrictions. The Adviser periodically reviews each Subadvised Fund's 
investment policies and strategies and based on the need of a 
particular Subadvised Fund may recommend changes to the investment 
policies and strategies of the Subadvised Fund for consideration by its 
Board. For its services to each Subadvised Fund, the Adviser receives 
an investment advisory fee from that Subadvised Fund as specified in 
the Investment Advisory Agreement calculated based on that Subadvised 
Fund's average daily net assets. The terms of the Investment Advisory 
Agreements also permit the Adviser, subject to the approval of the 
Board, including a majority of the Independent Trustees, and the 
shareholders of the applicable Subadvised Fund (if required by 
applicable law), to delegate portfolio management responsibilities of 
all or a portion of the assets of the Subadvised Fund to one or more 
subadvisers (``Subadvisers''). The Adviser evaluates, selects and 
recommends Subadvisers to manage the assets (or portion thereof) of 
Subadvised Funds, monitors and reviews the Subadvisers and their 
performance and their compliance with that Subadvised Fund's investment 
policies and restrictions. The Adviser has entered into subadvisory 
agreements (``Subadvisory Agreements'') with various Subadvisers.\4\ 
Each Subadviser is, and each future Subadviser will be, an ``investment 
adviser,'' as defined in section 2(a)(20) of the Act, and is 
registered, or will register, as an investment adviser under the 
Advisers Act, or not subject to such registration.
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    \4\ All existing Subadvisory Agreements comply with sections 
15(a) and (c) of the Act and
     rule 18f-2 thereunder.
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    The Adviser may compensate each Subadviser out of the advisory fees 
paid to the Adviser under the Investment Advisory Agreement, or 
Subadvised Funds may compensate the Subadvisers directly.
    4. Applicants request an order to permit the Adviser, subject to 
Board approval, to select Subadvisers to manage all or a portion of the 
assets of a Subadvised Fund pursuant to a Subadvisory Agreement and 
materially amend Subadvisory Agreements without obtaining shareholder 
approval. 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 or a Subadvised Fund or the Adviser, other than by reason 
of solely serving as a Subadviser to a Subadvised Fund or as an 
investment adviser or subadviser to any series of the Trust other than 
the series of the Trust advised by the Adviser (``Affiliated 
Subadviser'').
    5. The Funds will inform shareholders of the hiring of a new 
Subadviser pursuant to the following procedures (``Modified Notice and 
Access Procedures''): (a) Within 90 days after a new Subadviser is 
hired for any Subadvised Fund, that Subadvised Fund will send its 
shareholders either a Multi-manager Notice or a Multi-manager Notice 
and Multi-manager Information Statement; \5\ and (b) the

[[Page 52075]]

Subadvised Fund will make the Multi-manager Information Statement 
available on the Web site identified in the Multi-manager Notice no 
later than when the Multi-manager Notice (or Multi-manager Notice and 
Multi-manager Information Statement) is first sent to shareholders, and 
will maintain it on that Web site for at least 90 days.
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    \5\ A ``Multi-manager Notice'' will be modeled on a Notice of 
Internet Availability as defined in rule 14a-16 under the Securities 
Exchange Act of 1934 (``Exchange Act''), and specifically will, 
among other things: (a) Summarize the relevant information regarding 
the new Subadviser; (b) inform shareholders that the Multi-manager 
Information Statement is available on a Web site; (c) provide the 
Web site address; (d) state the time period during which the Multi-
manager Information Statement will remain available on that Web 
site; (e) provide instructions for accessing and printing the Multi-
manager Information Statement; and (f) instruct the shareholder that 
a paper or email copy of the Multi-manager Information Statement may 
be obtained, without charge, by contacting the Subadvised Funds. A 
``Multi-manager Information Statement'' will meet the requirements 
of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under 
the Exchange Act for an information statement, except as modified by 
the requested order to permit Aggregate Fee Disclosure. Multi-
manager Information Statements will be filed electronically with the 
Commission via the EDGAR system.
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    6. Applicants also request an order exempting each Subadvised Fund 
from certain disclosure provisions described below that may require the 
Subadvised Funds to disclose fees paid to each Subadviser by the 
Adviser or a Subadvised Fund. Applicants seek an order to permit each 
Subadvised Fund to disclose (as a dollar amount and a percentage of 
each Subadvised Fund's net assets) only: (a) The aggregate fees paid to 
the Adviser and any Affiliated Subadviser; and (b) the aggregate fees 
paid to Subadvisers other than Affiliated Subadvisers (collectively, 
the ``Aggregate Fee Disclosure''). A Subadvised Fund that employs an 
Affiliated Subadviser will provide separate disclosure of any fees paid 
to the Affiliated Subadviser.

Applicants' Legal Analysis

    1. Section 15(a) of the Act provides, in relevant part, that it is 
unlawful for any person to act as an investment adviser to a registered 
investment company except pursuant to a written contract that has been 
approved by the vote of a majority of the company's outstanding voting 
securities. Rule 18f-2 under the Act provides that each series or class 
of stock in a series investment company affected by a matter must 
approve that matter if the Act requires shareholder approval.
    2. Form N-1A is the registration statement used by open-end 
investment companies. Item 19(a)(3) of Form N-1A requires disclosure of 
the method and amount of the investment adviser's compensation.
    3. Rule 20a-1 under the Act requires proxies solicited with respect 
to a registered investment company to comply with Schedule 14A under 
the Exchange Act. Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 
22(c)(9) of Schedule 14A, taken together, require a proxy statement for 
a shareholder meeting at which the advisory contract will be voted upon 
to include the ``rate of compensation of the investment adviser,'' the 
``aggregate amount of the investment adviser's fees,'' a description of 
the ``terms of the contract to be acted upon,'' and, if a change in the 
advisory fee is proposed, the existing and proposed fees and the 
difference between the two fees.
    4. Regulation S-X sets forth the requirements for financial 
statements required to be included as part of a registered investment 
company's registration statement and shareholder reports filed with the 
Commission. Sections 6-07(2)(a), (b) and (c) of Regulation S-X require 
a registered investment company to include in its financial statement 
information about the investment advisory fees.
    5. 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 provision of the Act, or 
from any rule thereunder, 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. Applicants state that the requested relief meets this standard for 
the reasons discussed below.
    6. Applicants assert that the shareholders expect the Adviser, 
subject to the review and approval of the Board, to select the 
Subadvisers who are best suited to achieve the Subadvised Fund's 
investment objective. Applicants assert that, from the perspective of 
the shareholder, the role of the Subadviser is substantially equivalent 
to the role of the individual portfolio managers employed by an 
investment adviser to a traditional investment company. Applicants 
state that requiring shareholder approval of each Subadvisory Agreement 
would impose unnecessary delays and expenses on the Subadvised Funds 
and may preclude the Subadvised Funds from acting promptly when the 
Board and the Adviser believe that a change would benefit a Fund and 
its shareholders. Applicants note that the Investment Advisory 
Agreements and any subadvisory agreement with an Affiliated Subadviser 
(if any) will continue to be subject to the shareholder approval 
requirements of section 15(a) of the Act and rule 18f-2 under the Act.
    7. Applicants assert that the requested disclosure relief would 
benefit shareholders of the Subadvised Funds because it would improve 
the Adviser's ability to negotiate the fees paid to Subadvisers. 
Applicants state that the Adviser may be able to negotiate rates that 
are below a Subadviser's ``posted'' amounts if the Adviser is not 
required to disclose the Subadvisers' fees to the public. Applicants 
submit that the requested relief will encourage Subadvisers to 
negotiate lower subadvisory fees with the Adviser if the lower fees are 
not required to be made public.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions: \6\
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    \6\ Applicants will comply with conditions 6, 8, 11 and 13 only 
if they rely on the relief that would allow them to provide 
Aggregate Fee Disclosure.
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    1. Before a Subadvised Fund may rely on the order, the operation of 
the Subadvised Fund in the manner described in the application will be 
approved by a majority of the Subadvised Fund's outstanding voting 
securities as defined in the Act or, in the case of a Subadvised Fund 
whose public shareholders purchase shares on the basis of a prospectus 
containing the disclosure contemplated by condition 2 below, by the 
initial shareholder before such Subadvised Fund's shares are offered to 
the public.
    2. The prospectus for each Subadvised Fund will disclose the 
existence, substance, and effect of any order granted pursuant to the 
application. In addition, each Subadvised Fund will hold itself out to 
the public as employing a Manager of Managers Structure. The prospectus 
will prominently disclose that the Adviser has the ultimate 
responsibility, subject to oversight by the Board, to oversee the 
Subadvisers and recommend their hiring, termination, and replacement.
    3. A Subadvised Fund will inform shareholders of the hiring of a 
new Subadvisor within 90 days after the hiring of the new Subadviser 
pursuant to the Modified Notice and Access Procedures.
    4. The Adviser will not enter into a Subadvisory Agreement with any 
Affiliated Subadviser without that agreement, including the 
compensation to be paid thereunder, being approved by the shareholders 
of the applicable Subadvised Fund.
    5. At all times, at least a majority of the Board will be 
Independent Trustees, and the selection and nomination of new or 
additional Independent Trustees

[[Page 52076]]

will be placed within the discretion of the then-existing Independent 
Trustees.
    6. Independent legal counsel, as defined in rule 0-1(a)(6) under 
the Act, has been and will continue to be engaged to represent the 
Independent Trustees. The selection of such counsel will be within the 
discretion of the then-existing Independent Trustees.
    7. Whenever a Subadviser change is proposed for a Subadvised Fund 
with an Affiliated Subadviser, the Board, including a majority of the 
Independent Trustees, will make a separate finding, reflected in the 
Board minutes, that the change is in the best interests of the 
Subadvised Fund and its shareholders, and does not involve a conflict 
of interest from which the Adviser or the Affiliated Subadviser derives 
an inappropriate advantage.
    8. Whenever a Subadviser is hired or terminated, the Adviser will 
provide the Board with information showing the expected impact on the 
profitability of the Adviser.
    9. The Adviser will provide general management services to each 
Subadvised Fund, including overall supervisory responsibility for the 
general management and investment of the Subadvised Fund's assets and, 
subject to review and approval of the Board, will: (i) Set the 
Subadvised Fund's overall investment strategies; (ii) evaluate, select, 
and recommend Subadvisers to manage all or a portion of the Subadvised 
Fund's assets; (iii) allocate and, when appropriate, reallocate the 
Subadvised Fund's assets among Subadvisers; (iv) monitor and evaluate 
the Subadvisers' performance; and (v) implement procedures reasonably 
designed to ensure that Subadvisers comply with the Subadvised Fund's 
investment objective, policies and restrictions.
    10. No Trustee or officer of the Trust or of a Subadvised Fund or 
director or officer of the Adviser will own directly or indirectly 
(other than through a pooled investment vehicle that is not controlled 
by such person) any interest in a Subadviser except for (i) ownership 
of interests in the Adviser or any entity that controls, is controlled 
by or is under common control with the Adviser; or (ii) ownership of 
less than 1% of the outstanding securities of any class of equity or 
debt of any publicly traded company that is either a Subadviser or an 
entity that controls, is controlled by or is under common control with 
a Subadviser.
    11. Each Subadvised Fund will disclose in its registration 
statement the Aggregate Fee Disclosure.
    12. In the event the Commission adopts a rule under the Act 
providing substantially similar relief to that in the order requested 
in the Application, the requested order will expire on the effective 
date of that rule.
    13. The Adviser will provide the Board, no less frequently than 
quarterly, with information about the profitability of the Adviser on a 
per Subadvised Fund basis. The information will reflect the impact on 
profitability of the hiring or termination of any Subadviser during the 
applicable quarter.
    14. Any new Subadvisory Agreement or any amendment to a Fund's 
existing Investment Advisory Agreement or Subadvisory Agreement that 
directly or indirectly results in an increase in the aggregate advisory 
fee rate payable by the Fund will be submitted to the Fund shareholders 
for approval.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-20704 Filed 8-29-14; 8:45 am]
BILLING CODE 8011-01-P
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