Altegris Advisors, L.L.C. and Northern Lights Fund Trust; Notice of Application, 33376-33377 [2011-14063]

Download as PDF 33376 Federal Register / Vol. 76, No. 110 / Wednesday, June 8, 2011 / Notices administrative convenience because it does not directly impose any information collection requirements. Written comments are invited on: (a) Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. Please direct your written comments to Thomas Bayer, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi PavlikSimon, 6432 General Green Way, Alexandria, Virginia 22312; or send an e-mail to: PRA_Mailbox@sec.gov. Dated: June 3, 2011. Cathy H. Ahn, Deputy Secretary. [FR Doc. 2011–14127 Filed 6–7–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 29689; 812–13851] Altegris Advisors, L.L.C. and Northern Lights Fund Trust; Notice of Application June 1, 2011. 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 sroberts on DSK5SPTVN1PROD with NOTICES AGENCY: Summary of Application: Applicants request an order that would permit them to enter into and materially amend subadvisory agreements without shareholder approval. Applicants: Altegris Advisors, L.L.C. (the ‘‘Adviser’’) and Northern Lights Fund Trust (the ‘‘Trust’’). DATES: Filing Dates: The application was filed on December 8, 2010, and amended on April 12, 2011, and May 19, 2011. Hearing or Notification of Hearing: An order granting the application will be VerDate Mar<15>2010 21:51 Jun 07, 2011 Jkt 223001 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 June 27, 2011, 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: Adviser, 1200 Prospect Street, Suite 550, La Jolla, CA 92037; Trust: 4020 South 147th Street, Omaha, NE 68137. FOR FURTHER INFORMATION CONTACT: Lewis B. 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 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. Applicants’ Representations: 1. The Trust, a Delaware statutory trust, is registered under the Act as an open-end management investment company and comprises approximately ninety series, including the Altegris Managed Futures Strategy Fund (the ‘‘MF Fund’’) and the Altegris Macro Strategy Fund (the ‘‘MS Fund’’). The MF Fund currently employs one unaffiliated investment subadviser (a ‘‘Subadviser’’) and the MS Fund employs one Subadviser.1 The Adviser is a Delaware 1 Applicants also request relief with respect to existing and future series of the Trust and any other existing or future registered open-end management investment company or series thereof that: (a) Is advised by the Adviser; (b) uses the manager of managers structure (‘‘Manager of Managers Structure’’) described in the application; and (c) complies with the terms and conditions of the application (together with the MF Fund and the MS Fund, the ‘‘Funds’’ and each, individually, a ‘‘Fund.’’) The only existing registered open-end management investment company that currently intends to rely on the requested order is named as an applicant. The MF Fund and the MS Fund are the only Funds that currently intend to rely on the requested order. If the name of any Fund contains the name of a Subadviser, the name of the Adviser will precede the name of the Subadviser. PO 00000 Frm 00186 Fmt 4703 Sfmt 4703 limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (‘‘Advisers Act’’) and serves as the investment adviser to the MF Fund and the MS Fund pursuant to investment advisory agreements (‘‘Advisory Agreements’’) with the Trust. The Adviser will also serve as the investment adviser to the other Funds. The Advisory Agreements were approved by the Trust’s board of trustees (together with the board of directors or trustees of any other Fund, 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 initial shareholder of the MF Fund and the MS Fund. 2. Under the terms of the Advisory Agreements, the Adviser is responsible for the overall management of the business affairs of the MF Fund and the MS Fund and selecting those Funds’ investments in accordance with the Funds’ respective investment objectives, policies and restrictions. For the investment management services that it provides to those Funds, the Adviser receives the fee specified in the Advisory Agreements. The Advisory Agreements also permit the Adviser to retain one or more subadvisers for the purpose of managing the investments of the MF Fund and the MS Fund. Pursuant to this authority, the Adviser has entered into investment subadvisory agreements with one Subadviser to provide investment advisory services to the MF Fund and with another Subadviser to provide investment advisory service to the MS Fund (such agreements with Subadvisers, ‘‘Subadvisory Agreements’’). Each Subadviser is and each future Subadviser will be registered as an investment adviser under the Advisers Act. The Adviser will supervise, evaluate and allocate assets to the Subadvisers, and make recommendations to the Board about their hiring, retention or release, at all times subject to the authority of the Board. The Adviser will compensate each Subadviser out of the fees paid to the Adviser under the Advisory Agreement. 3. Applicants request an order to permit the Adviser, subject to Board approval, to enter into 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, a Fund or the Adviser, other than by reason of serving E:\FR\FM\08JNN1.SGM 08JNN1 sroberts on DSK5SPTVN1PROD with NOTICES Federal Register / Vol. 76, No. 110 / Wednesday, June 8, 2011 / Notices as a subadviser to one or more of the Funds (‘‘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 18f2 under the Act provides that each series or class of securities in a series investment company affected by a matter must approve that matter if the Act requires shareholder approval. 2. 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 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. 3. Applicants assert that the shareholders are relying on the Adviser’s experience to select one or more Subadvisers best suited to achieve a Fund’s investment objectives. Applicants assert that, from the perspective of the investor, the role of the Subadvisers is comparable to that of the individual portfolio managers employed by the Adviser. Applicants state that requiring shareholder approval of each Subadvisory Agreement would impose costs and unnecessary delays on the Funds, and may preclude the Adviser from acting promptly in a manner considered advisable by the Board. Applicants note that the Advisory Agreement and any Subadvisory Agreement with an Affiliated Subadviser will remain subject to section 15(a) of the Act and rule 18f-2 under the Act. Applicants’ Conditions: Applicants agree that any order granting the requested relief will be subject to the following conditions: 1. Before a Fund may rely on the requested order, the operation of the Fund in the manner described in the application will be approved by a majority of the Fund’s outstanding voting securities, as defined in the Act, or in the case of a Fund whose public shareholders purchase shares on the basis of a prospectus containing the disclosure contemplated by condition 2 below, by the initial shareholder(s) before offering shares of that Fund to the public. VerDate Mar<15>2010 21:51 Jun 07, 2011 Jkt 223001 2. Each Fund relying on the requested order will disclose in its prospectus the existence, substance, and effect of any order granted pursuant to this application. Each Fund will hold itself out to the public as utilizing the Manager of Managers Structure. The prospectus will prominently disclose that the Adviser has ultimate responsibility (subject to oversight by the Board) to oversee the Subadvisers and recommend their hiring, termination, and replacement. 3. Within 90 days of the hiring of a new Subadviser, shareholders of the affected Fund will be furnished all information about the new Subadviser that would be included in a proxy statement. To meet this obligation, each Fund will provide shareholders within 90 days of the hiring of a new Subadviser an information statement meeting the requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 14A under the Securities Exchange Act of 1934. 4. The Adviser will not enter into a subadvisory agreement with any Affiliated Subadviser without such agreement, including the compensation to be paid thereunder, being approved by the shareholders of the applicable Fund. 5. At all times, at least a majority of the Board will be Independent Trustees, and the nomination of new or additional Independent Trustees will be placed within the discretion of the thenexisting Independent Trustees. 6. Whenever a subadviser change is proposed for a Fund with an Affiliated Subadviser, the Board, including a majority of the Independent Trustees, will make a separate finding, reflected in the applicable Board minutes, that such change is in the best interests of the Fund and its shareholders, and does not involve a conflict of interest from which the Adviser or the Affiliated Subadviser derives an inappropriate advantage. 7. The Adviser will provide general management services to each Fund, including overall supervisory responsibility for the general management and investment of each Fund’s assets and, subject to review and approval of the Board, will: (a) Set each Fund’s overall investment strategies; (b) evaluate, select and recommend Subadvisers to manage all or a part of each Fund’s assets; (c) allocate and, when appropriate, reallocate each Fund’s assets among one or more Subadvisers; (d) monitor and evaluate the performance of Subadvisers; and (e) implement procedures reasonably designed to ensure that the Subadvisers PO 00000 Frm 00187 Fmt 4703 Sfmt 4703 33377 comply with each Fund’s investment objective, policies and restrictions. 8. No trustee or officer of the Trust or a Fund, or director, manager, 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 (a) ownership of interests in the Adviser or any entity that controls, is controlled by, or is under common control with the Adviser or (b) 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. 9. 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. For the Commission, by the Division of Investment Management, under delegated authority. Cathy H. Ahn, Deputy Secretary. [FR Doc. 2011–14063 Filed 6–7–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [File No. 500–1]: In The Matter of: Artfest International, Inc; Order of Suspension of Trading JUNE 6, 2011. It appears to the Securities and Exchange Commission that there is a lack of current and accurate information concerning the securities of Artfest International, Inc. (‘‘Artfest’’) because of questions regarding the accuracy and adequacy of assertions by Artfest, in its 2010 Form 10–K and amended Form 10–K filed with the Commission, concerning, among other things, an independent audit of Artfest’s financial statements for the fiscal year ended December 31, 2010, which was not performed, and financial statements for the 2010 period that are referenced in the filings as ‘‘audited,’’ when they were not. The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed company. Therefore, It Is Ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the securities of the above-listed company is E:\FR\FM\08JNN1.SGM 08JNN1

Agencies

[Federal Register Volume 76, Number 110 (Wednesday, June 8, 2011)]
[Notices]
[Pages 33376-33377]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-14063]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29689; 812-13851]


Altegris Advisors, L.L.C. and Northern Lights Fund Trust; Notice 
of Application

June 1, 2011.
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

-----------------------------------------------------------------------

    Summary of Application: Applicants request an order that would 
permit them to enter into and materially amend subadvisory agreements 
without shareholder approval.
    Applicants: Altegris Advisors, L.L.C. (the ``Adviser'') and 
Northern Lights Fund Trust (the ``Trust'').
DATES: Filing Dates: The application was filed on December 8, 2010, and 
amended on April 12, 2011, and May 19, 2011.
    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 June 27, 2011, 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: Adviser, 1200 
Prospect Street, Suite 550, La Jolla, CA 92037; Trust: 4020 South 147th 
Street, Omaha, NE 68137.

FOR FURTHER INFORMATION CONTACT: Lewis B. 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 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.
    Applicants' Representations:
    1. The Trust, a Delaware statutory trust, is registered under the 
Act as an open-end management investment company and comprises 
approximately ninety series, including the Altegris Managed Futures 
Strategy Fund (the ``MF Fund'') and the Altegris Macro Strategy Fund 
(the ``MS Fund''). The MF Fund currently employs one unaffiliated 
investment subadviser (a ``Subadviser'') and the MS Fund employs one 
Subadviser.\1\ The Adviser is a Delaware limited liability company 
registered as an investment adviser under the Investment Advisers Act 
of 1940 (``Advisers Act'') and serves as the investment adviser to the 
MF Fund and the MS Fund pursuant to investment advisory agreements 
(``Advisory Agreements'') with the Trust. The Adviser will also serve 
as the investment adviser to the other Funds. The Advisory Agreements 
were approved by the Trust's board of trustees (together with the board 
of directors or trustees of any other Fund, 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 initial shareholder of the MF 
Fund and the MS Fund.
---------------------------------------------------------------------------

    \1\ Applicants also request relief with respect to existing and 
future series of the Trust and any other existing or future 
registered open-end management investment company or series thereof 
that: (a) Is advised by the Adviser; (b) uses the manager of 
managers structure (``Manager of Managers Structure'') described in 
the application; and (c) complies with the terms and conditions of 
the application (together with the MF Fund and the MS Fund, the 
``Funds'' and each, individually, a ``Fund.'') The only existing 
registered open-end management investment company that currently 
intends to rely on the requested order is named as an applicant. The 
MF Fund and the MS Fund are the only Funds that currently intend to 
rely on the requested order. If the name of any Fund contains the 
name of a Subadviser, the name of the Adviser will precede the name 
of the Subadviser.
---------------------------------------------------------------------------

    2. Under the terms of the Advisory Agreements, the Adviser is 
responsible for the overall management of the business affairs of the 
MF Fund and the MS Fund and selecting those Funds' investments in 
accordance with the Funds' respective investment objectives, policies 
and restrictions. For the investment management services that it 
provides to those Funds, the Adviser receives the fee specified in the 
Advisory Agreements. The Advisory Agreements also permit the Adviser to 
retain one or more subadvisers for the purpose of managing the 
investments of the MF Fund and the MS Fund. Pursuant to this authority, 
the Adviser has entered into investment subadvisory agreements with one 
Subadviser to provide investment advisory services to the MF Fund and 
with another Subadviser to provide investment advisory service to the 
MS Fund (such agreements with Subadvisers, ``Subadvisory Agreements''). 
Each Subadviser is and each future Subadviser will be registered as an 
investment adviser under the Advisers Act. The Adviser will supervise, 
evaluate and allocate assets to the Subadvisers, and make 
recommendations to the Board about their hiring, retention or release, 
at all times subject to the authority of the Board. The Adviser will 
compensate each Subadviser out of the fees paid to the Adviser under 
the Advisory Agreement.
    3. Applicants request an order to permit the Adviser, subject to 
Board approval, to enter into 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, a Fund or the 
Adviser, other than by reason of serving

[[Page 33377]]

as a subadviser to one or more of the Funds (``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 securities in a series investment company affected by a matter must 
approve that matter if the Act requires shareholder approval.
    2. 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 
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.
    3. Applicants assert that the shareholders are relying on the 
Adviser's experience to select one or more Subadvisers best suited to 
achieve a Fund's investment objectives. Applicants assert that, from 
the perspective of the investor, the role of the Subadvisers is 
comparable to that of the individual portfolio managers employed by the 
Adviser. Applicants state that requiring shareholder approval of each 
Subadvisory Agreement would impose costs and unnecessary delays on the 
Funds, and may preclude the Adviser from acting promptly in a manner 
considered advisable by the Board. Applicants note that the Advisory 
Agreement and any Subadvisory Agreement with an Affiliated Subadviser 
will remain subject to section 15(a) of the Act and rule 18f-2 under 
the Act.
    Applicants' Conditions:
    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    1. Before a Fund may rely on the requested order, the operation of 
the Fund in the manner described in the application will be approved by 
a majority of the Fund's outstanding voting securities, as defined in 
the Act, or in the case of a Fund whose public shareholders purchase 
shares on the basis of a prospectus containing the disclosure 
contemplated by condition 2 below, by the initial shareholder(s) before 
offering shares of that Fund to the public.
    2. Each Fund relying on the requested order will disclose in its 
prospectus the existence, substance, and effect of any order granted 
pursuant to this application. Each Fund will hold itself out to the 
public as utilizing the Manager of Managers Structure. The prospectus 
will prominently disclose that the Adviser has ultimate responsibility 
(subject to oversight by the Board) to oversee the Subadvisers and 
recommend their hiring, termination, and replacement.
    3. Within 90 days of the hiring of a new Subadviser, shareholders 
of the affected Fund will be furnished all information about the new 
Subadviser that would be included in a proxy statement. To meet this 
obligation, each Fund will provide shareholders within 90 days of the 
hiring of a new Subadviser an information statement meeting the 
requirements of Regulation 14C, Schedule 14C and Item 22 of Schedule 
14A under the Securities Exchange Act of 1934.
    4. The Adviser will not enter into a subadvisory agreement with any 
Affiliated Subadviser without such agreement, including the 
compensation to be paid thereunder, being approved by the shareholders 
of the applicable Fund.
    5. At all times, at least a majority of the Board will be 
Independent Trustees, and the nomination of new or additional 
Independent Trustees will be placed within the discretion of the then-
existing Independent Trustees.
    6. Whenever a subadviser change is proposed for a Fund with an 
Affiliated Subadviser, the Board, including a majority of the 
Independent Trustees, will make a separate finding, reflected in the 
applicable Board minutes, that such change is in the best interests of 
the Fund and its shareholders, and does not involve a conflict of 
interest from which the Adviser or the Affiliated Subadviser derives an 
inappropriate advantage.
    7. The Adviser will provide general management services to each 
Fund, including overall supervisory responsibility for the general 
management and investment of each Fund's assets and, subject to review 
and approval of the Board, will: (a) Set each Fund's overall investment 
strategies; (b) evaluate, select and recommend Subadvisers to manage 
all or a part of each Fund's assets; (c) allocate and, when 
appropriate, reallocate each Fund's assets among one or more 
Subadvisers; (d) monitor and evaluate the performance of Subadvisers; 
and (e) implement procedures reasonably designed to ensure that the 
Subadvisers comply with each Fund's investment objective, policies and 
restrictions.
    8. No trustee or officer of the Trust or a Fund, or director, 
manager, 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 (a) ownership 
of interests in the Adviser or any entity that controls, is controlled 
by, or is under common control with the Adviser or (b) 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.
    9. 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.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-14063 Filed 6-7-11; 8:45 am]
BILLING CODE 8011-01-P