Northern Lights Fund Trust, et al.; Notice of Application, 61786-61787 [2010-25072]
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61786
Federal Register / Vol. 75, No. 193 / Wednesday, October 6, 2010 / Notices
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I. Introduction
On September 28, 2010, the Postal
Service filed a notice announcing that it
has entered into seven additional Global
Expedited Package Services 3 (GEPS 3)
contracts.1 The Postal Service believes
the instant contracts are functionally
equivalent to previously submitted
GEPS contracts, and are supported by
Governors’ Decision No.08–7, attached
to the Notice and originally filed in
Docket No. CP2008–4. Id. at 1,
Attachment 3. The Notice explains that
Order No. 86, which established GEPS
1 as a product, also authorized
functionally equivalent agreements to be
included within the product, provided
that they meet the requirements of 39
U.S.C. 3633. Id. at 2. In Order No. 290,
the Commission approved the GEPS 2
product.2 In Order No. 503, the
Commission approved the GEPS 3
product. Additionally, the Postal
Service requested to have the contract in
Docket No. CP2010–71 serve as the
baseline contract for future functional
equivalence analyses of the GEPS 3
product.
The instant contracts. The Postal
Service filed the instant contracts
pursuant to 39 CFR 3015.5. In addition,
the Postal Service contends that each
contract is in accordance with Order No.
86. The term of each contract is one year
from the date the Postal Service notifies
the customer that all necessary
regulatory approvals have been
received. Notice at 3.
In support of its Notice, the Postal
Service filed four attachments as
follows:
•Attachments 1A through 1G—
redacted copies of the seven contracts
and applicable annexes;
•Attachments 2A through 2G—
certified statements required by 39 CFR
3015.5(c)(2) for each contract;
•Attachment 3—a redacted copy of
Governors’ Decision No. 08–7 which
establishes prices and classifications for
GEPS contracts, a description of
applicable GEPS contracts, formulas for
prices, an analysis of the formulas, and
certification of the Governors’ vote; and
•Attachment 4—an application for
non–public treatment of materials to
maintain redacted portions of the
contracts and supporting documents
under seal.
1 Notice of United States Postal Service of Filing
Seven Functionally Equivalent Global Expedited
Package Services 3 Negotiated Service Agreements
and Application For Non-Public Treatment of
Materials Filed Under Seal, September 28, 2010
(Notice).
2 Docket No. CP2009–50, Order Granting
Clarification and Adding Global Expedited Package
Services 2 to the Competitive Product List, August
28, 2009 (Order No. 290).
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19:00 Oct 05, 2010
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The Notice advances reasons why the
instant GEPS 3 contracts fit within the
Mail Classification Schedule language
for GEPS. The Postal Service identifies
customer–specific information and
general contract terms that distinguish
the instant contracts from the baseline
GEPS 3 agreement. Id. at 4–5. It states
that the differences, which include price
variations based on updated costing
information and volume commitments,
do not alter the contracts’ functional
equivalency. Id. at 4. The Postal Service
asserts that ‘‘[b]ecause the agreements
incorporate the same cost attributes and
methodology, the relevant
characteristics of these seven GEPS
contracts are similar, if not the same, as
the relevant characteristics of previously
filed contracts.’’ Id.
The Postal Service concludes that its
filings demonstrate that each of the new
GEPS 3 contracts complies with the
requirements of 39 U.S.C. 3633 and is
functionally equivalent to the baseline
GEPS 3 contract. Therefore, it requests
that the instant contracts be included
within the GEPS 3 product. Id. at 5.
II. Notice of Filing
The Commission establishes Docket
Nos. CP2010–119 through CP2010–125
for consideration of matters related to
the contracts identified in the Postal
Service’s Notice.
These dockets are addressed on a
consolidated basis for purposes of this
order. Filings with respect to a
particular contract should be filed in
that docket.
Interested persons may submit
comments on whether the Postal
Service’s contracts are consistent with
the policies of 39 U.S.C. 3632, 3633, or
3642. Comments are due no later than
October 7, 2010. The public portions of
these filings can be accessed via the
Commission’s Web site
(https://www.prc.gov).
The Commission appoints Paul L.
Harrington to serve as Public
Representative in the captioned
proceedings.
III. Ordering Paragraphs
It is ordered:
1. The Commission establishes Docket
Nos. CP2010–119 through CP2010–125
for consideration of matters raised by
the Postal Service’s Notice.
2. Comments by interested persons in
these proceedings are due no later than
October 7, 2010.
3. Pursuant to 39 U.S.C. 505, Paul L.
Harrington is appointed to serve as the
officer of the Commission (Public
Representative) to represent the
interests of the general public in these
proceedings.
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4. The Secretary shall arrange for
publication of this order in the Federal
Register.
By the Commission.
Shoshana M. Grove,
Secretary.
[FR Doc. 2010–25061 Filed 10–5–10; 8:45 am]
BILLING CODE 7710–FW–S
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
29452; File No. 812–13786]
Northern Lights Fund Trust, et al.;
Notice of Application
September 30, 2010.
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 rule 12d1–2(a) under the Act.
AGENCY:
Applicants
request an order to permit funds of
funds relying on rule 12d1–2 under the
Act to invest in certain financial
instruments.
APPLICANTS: Northern Lights Fund Trust
(‘‘NLFT’’), Arrow Investment Advisors,
LLC (‘‘AIA’’), and Northern Lights
Distributors, LLC (‘‘NLD’’).
FILING DATES: The application was filed
on June 22, 2010, and amended on
September 29, 2010. Applicants have
agreed to file an amendment during the
notice period, the substance of which is
reflected in this notice.
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 October 25, 2010 and
should be accompanied by proof of
service on 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, Securities and
Exchange Commission, 100 F Street,
NE., Washington, DC 20549–1090;
Applicants: Northern Lights Fund Trust,
450 Wireless Boulevard, Hauppauge,
New York 11788; Arrow Investment
SUMMARY OF APPLICATION:
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Federal Register / Vol. 75, No. 193 / Wednesday, October 6, 2010 / Notices
mstockstill on DSKH9S0YB1PROD with NOTICES
Advisers, LLC, 2943 Olney-Sandy
Spring Road, Suite A, Olney, Maryland
20832; Northern Lights Distributors,
LLC, 4020 South 147th Street, Omaha,
Nebraska 68137.
FOR FURTHER INFORMATION CONTACT:
Lewis Reich, Senior Counsel, at (202)
551–6919, or Jennifer L. Sawin, Branch
Chief, at (202) 551–6821 (Division of
Investment Management, Office of
Investment Company Regulation).
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 https://
www.sec.gov/search/search.htm or by
calling (202) 551–8090.
Applicants’ Representations
1. NLFT is organized as a Delaware
statutory trust, and is registered under
the Act as an open-end management
investment company. AIA is organized
as a Maryland corporation, and
currently serves as investment adviser
to each existing Fund (as defined
below). Each Adviser (as defined below)
will be registered under the Investment
Advisers Act of 1940, as amended. NLD
is registered as a broker-dealer under the
Securities Exchange Act of 1934, as
amended (‘‘Exchange Act’’) and serves as
the distributor for the Funds (as defined
below) that are series of NLFT.
2. Applicants request the exemption
on behalf of NLFT and its existing and
future series and any other existing or
future registered open-end investment
company or series thereof that (i) is
advised by AIA or any entity
controlling, controlled by or under
common control with AIA (collectively
with AIA, the ‘‘Advisers’’), (ii) operates
as a ‘‘fund of funds’’ (each, a ‘‘Fund’’);
(iii) invests in other registered open-end
investment companies (‘‘Underlying
Funds’’) in reliance on Section
12(d)(1)(G) of the Act; and (iv) is eligible
to invest in securities (as defined in
Section 2(a)(36) of the Act) in reliance
on Rule 12d1–2 under the Act.
Applicants request the exemption to the
extent necessary to permit each Fund to
also invest, to the extent consistent with
its investment objective, policies,
strategies and limitations, in financial
instruments that may not be securities
within the meaning of section 2(a)(36) of
the Act (‘‘Other Investments’’).1
Applicants also request that the order
1 Every existing entity that currently intends to
rely on the requested order is named as an
applicant. Any existing or future entity that relies
on the order in the future will do so only in
accordance with the terms and condition in the
application.
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19:00 Oct 05, 2010
Jkt 223001
exempt NLD and any entity controlling,
controlled by or under common control
with NLD that now or in the future acts
as principal underwriter with respect to
the transactions described in the
application.
3. Consistent with its fiduciary
obligations under the Act, each Fund’s
board of trustees will review the
advisory fees charged by the Fund’s
investment adviser to ensure that they
are based on services provided that are
in addition to, rather than duplicative
of, services provided pursuant to the
advisory agreement of any investment
company in which the Fund may invest.
Applicants’ Legal Analysis
1. Section 12(d)(1)(A) of the Act
provides that no registered investment
company (‘‘acquiring company’’) may
acquire securities of another investment
company (‘‘acquired company’’) if such
securities represent more than 3% of the
acquired company’s outstanding voting
stock or more than 5% of the acquiring
company’s total assets, or if such
securities, together with the securities of
other investment companies, represent
more than 10% of the acquiring
company’s total assets. Section
12(d)(1)(B) of the Act provides that no
registered open-end investment
company may sell its securities to
another investment company if the sale
will cause the acquiring company to
own more than 3% of the acquired
company’s voting stock, or cause more
than 10% of the acquired company’s
voting stock to be owned by investment
companies and companies controlled by
them.
2. Section 12(d)(1)(G) of the Act
provides that section 12(d)(1) will not
apply to securities of an acquired
company purchased by an acquiring
company if: (i) The acquired company
and acquiring company are part of the
same group of investment companies;
(ii) the acquiring company holds only
securities of acquired companies that
are part of the same group of investment
companies, government securities, and
short-term paper; (iii) the aggregate sales
loads and distribution-related fees of the
acquiring company and the acquired
company are not excessive under rules
adopted pursuant to section 22(b) or
section 22(c) of the Act by a securities
association registered under section 15A
of the Exchange Act or by the
Commission; and (iv) the acquired
company has a policy that prohibits it
from acquiring securities of registered
open-end investment companies or
registered unit investment trusts in
reliance on section 12(d)(1)(F) or (G) of
the Act.
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61787
3. Rule 12d1–2 under the Act permits
a registered open-end investment
company or a registered unit investment
trust that relies on section 12(d)(1)(G) of
the Act to acquire, in addition to
securities issued by another registered
investment company in the same group
of investment companies, government
securities, and short-term paper: (1)
Securities issued by an investment
company that is not in the same group
of investment companies, when the
acquisition is in reliance on section
12(d)(1)(A) or 12(d)(1)(F) of the Act; (2)
securities (other than securities issued
by an investment company); and (3)
securities issued by a money market
fund, when the investment is in reliance
on rule 12d1–1 under the Act. For the
purposes of rule 12d1–2, ‘‘securities’’
means any security as defined in section
2(a)(36) of the Act.
4. Section 6(c) of the Act provides that
the Commission may exempt any
person, security, or transaction from any
provision of the Act, or from any rule
under 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 policies and
provisions of the Act.
5. Applicants state that the Funds will
comply with Rule 12d1–2 under the
Act, but for the fact that the Funds may
invest a portion of their assets in Other
Investments. Applicants request an
order under section 6(c) of the Act for
an exemption from rule 12d1–2(a) to
allow the Funds to invest in Other
Investments while investing in
Underlying Funds. Applicants assert
that permitting the Funds to invest in
Other Investments as described in the
application would not raise any of the
concerns that the requirements of
section 12(d)(1) were designed to
address.
Applicants’ Condition
Applicants agree that the order
granting the requested relief will be
subject to the following condition:
Applicants will comply with all
provisions of rule 12d1–2 under the Act,
except for paragraph (a)(2) to the extent
that it restricts any Fund from investing
in Other Investments as described in the
application.
For the Commission, by the Division of
Investment Management, under delegated
authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–25072 Filed 10–5–10; 8:45 am]
BILLING CODE 8010–01–P
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]]>Agencies
[Federal Register Volume 75, Number 193 (Wednesday, October 6, 2010)]
[Notices]
[Pages 61786-61787]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-25072]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 29452; File No. 812-13786]
Northern Lights Fund Trust, et al.; Notice of Application
September 30, 2010.
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 rule 12d1-2(a)
under the Act.
-----------------------------------------------------------------------
Summary of Application: Applicants request an order to permit funds of
funds relying on rule 12d1-2 under the Act to invest in certain
financial instruments.
Applicants: Northern Lights Fund Trust (``NLFT''), Arrow Investment
Advisors, LLC (``AIA''), and Northern Lights Distributors, LLC
(``NLD'').
Filing Dates: The application was filed on June 22, 2010, and amended
on September 29, 2010. Applicants have agreed to file an amendment
during the notice period, the substance of which is reflected in this
notice.
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 October 25, 2010 and should be accompanied by proof of service
on 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, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090; Applicants: Northern Lights Fund Trust,
450 Wireless Boulevard, Hauppauge, New York 11788; Arrow Investment
[[Page 61787]]
Advisers, LLC, 2943 Olney-Sandy Spring Road, Suite A, Olney, Maryland
20832; Northern Lights Distributors, LLC, 4020 South 147th Street,
Omaha, Nebraska 68137.
FOR FURTHER INFORMATION CONTACT: Lewis Reich, Senior Counsel, at (202)
551-6919, or Jennifer L. Sawin, Branch Chief, at (202) 551-6821
(Division of Investment Management, Office of Investment Company
Regulation).
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 https://www.sec.gov/search/search.htm or
by calling (202) 551-8090.
Applicants' Representations
1. NLFT is organized as a Delaware statutory trust, and is
registered under the Act as an open-end management investment company.
AIA is organized as a Maryland corporation, and currently serves as
investment adviser to each existing Fund (as defined below). Each
Adviser (as defined below) will be registered under the Investment
Advisers Act of 1940, as amended. NLD is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended (``Exchange
Act'') and serves as the distributor for the Funds (as defined below)
that are series of NLFT.
2. Applicants request the exemption on behalf of NLFT and its
existing and future series and any other existing or future registered
open-end investment company or series thereof that (i) is advised by
AIA or any entity controlling, controlled by or under common control
with AIA (collectively with AIA, the ``Advisers''), (ii) operates as a
``fund of funds'' (each, a ``Fund''); (iii) invests in other registered
open-end investment companies (``Underlying Funds'') in reliance on
Section 12(d)(1)(G) of the Act; and (iv) is eligible to invest in
securities (as defined in Section 2(a)(36) of the Act) in reliance on
Rule 12d1-2 under the Act. Applicants request the exemption to the
extent necessary to permit each Fund to also invest, to the extent
consistent with its investment objective, policies, strategies and
limitations, in financial instruments that may not be securities within
the meaning of section 2(a)(36) of the Act (``Other Investments'').\1\
Applicants also request that the order exempt NLD and any entity
controlling, controlled by or under common control with NLD that now or
in the future acts as principal underwriter with respect to the
transactions described in the application.
---------------------------------------------------------------------------
\1\ Every existing entity that currently intends to rely on the
requested order is named as an applicant. Any existing or future
entity that relies on the order in the future will do so only in
accordance with the terms and condition in the application.
---------------------------------------------------------------------------
3. Consistent with its fiduciary obligations under the Act, each
Fund's board of trustees will review the advisory fees charged by the
Fund's investment adviser to ensure that they are based on services
provided that are in addition to, rather than duplicative of, services
provided pursuant to the advisory agreement of any investment company
in which the Fund may invest.
Applicants' Legal Analysis
1. Section 12(d)(1)(A) of the Act provides that no registered
investment company (``acquiring company'') may acquire securities of
another investment company (``acquired company'') if such securities
represent more than 3% of the acquired company's outstanding voting
stock or more than 5% of the acquiring company's total assets, or if
such securities, together with the securities of other investment
companies, represent more than 10% of the acquiring company's total
assets. Section 12(d)(1)(B) of the Act provides that no registered
open-end investment company may sell its securities to another
investment company if the sale will cause the acquiring company to own
more than 3% of the acquired company's voting stock, or cause more than
10% of the acquired company's voting stock to be owned by investment
companies and companies controlled by them.
2. Section 12(d)(1)(G) of the Act provides that section 12(d)(1)
will not apply to securities of an acquired company purchased by an
acquiring company if: (i) The acquired company and acquiring company
are part of the same group of investment companies; (ii) the acquiring
company holds only securities of acquired companies that are part of
the same group of investment companies, government securities, and
short-term paper; (iii) the aggregate sales loads and distribution-
related fees of the acquiring company and the acquired company are not
excessive under rules adopted pursuant to section 22(b) or section
22(c) of the Act by a securities association registered under section
15A of the Exchange Act or by the Commission; and (iv) the acquired
company has a policy that prohibits it from acquiring securities of
registered open-end investment companies or registered unit investment
trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
3. Rule 12d1-2 under the Act permits a registered open-end
investment company or a registered unit investment trust that relies on
section 12(d)(1)(G) of the Act to acquire, in addition to securities
issued by another registered investment company in the same group of
investment companies, government securities, and short-term paper: (1)
Securities issued by an investment company that is not in the same
group of investment companies, when the acquisition is in reliance on
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (2) securities (other
than securities issued by an investment company); and (3) securities
issued by a money market fund, when the investment is in reliance on
rule 12d1-1 under the Act. For the purposes of rule 12d1-2,
``securities'' means any security as defined in section 2(a)(36) of the
Act.
4. Section 6(c) of the Act provides that the Commission may exempt
any person, security, or transaction from any provision of the Act, or
from any rule under 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 policies and
provisions of the Act.
5. Applicants state that the Funds will comply with Rule 12d1-2
under the Act, but for the fact that the Funds may invest a portion of
their assets in Other Investments. Applicants request an order under
section 6(c) of the Act for an exemption from rule 12d1-2(a) to allow
the Funds to invest in Other Investments while investing in Underlying
Funds. Applicants assert that permitting the Funds to invest in Other
Investments as described in the application would not raise any of the
concerns that the requirements of section 12(d)(1) were designed to
address.
Applicants' Condition
Applicants agree that the order granting the requested relief will
be subject to the following condition:
Applicants will comply with all provisions of rule 12d1-2 under the
Act, except for paragraph (a)(2) to the extent that it restricts any
Fund from investing in Other Investments as described in the
application.
For the Commission, by the Division of Investment Management,
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-25072 Filed 10-5-10; 8:45 am]
BILLING CODE 8010-01-P
