Princeton Fund Advisors, LLC. et al., 51665-51666 [2017-24225]
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Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml) or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
ICEEU–2017–013 on the subject line.
Paper Comments
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[FR Doc. 2017–24130 Filed 11–6–17; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32894; File No. 812–14776]
Princeton Fund Advisors, LLC. et al.
November 2, 2017.
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–ICEEU–2017–013 This file
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change, security-based swap submission
or advance notice that are filed with the
Commission, and all written
communications relating to the
proposed rule change, security-based
swap submission or advance notice
between the Commission and any
person, other than those that may be
withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will
be available for Web site viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such
filings will also be available for
inspection and copying at the principal
office of ICE Clear Europe and on ICE
Clear Europe’s Web site at https://
www.theice.com/notices/
Notices.shtml?regulatoryFilings.
All comments received will be posted
without change. Persons submitting
comments are cautioned that we do not
redact or edit personal identifying
information from comment submissions.
You should submit only information
that you wish to make available
publicly. All submissions should refer
to File Number SR–ICEEU–2017–013
17:29 Nov 06, 2017
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Eduardo A. Aleman,
Assistant Secretary.
BILLING CODE 8011–01–P
Electronic Comments
VerDate Sep<11>2014
and should be submitted on or before
November 28, 2017.
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Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application for an order
under section 12(d)(1)(J) of the
Investment Company Act of 1940 (the
‘‘Act’’) for an exemption from sections
12(d)(1)(A) and (B) of the Act and under
sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and (2)
of the Act. The requested order would
permit open-end management
investment companies registered under
the Act to acquire shares of open-end
management investment companies
registered under the Act that are outside
of the same group of investment
companies as the acquiring companies.
APPLICANTS: Northern Lights Fund
Trust, a Delaware statutory trust
registered under the Act as an open-end
management investment company with
multiple series (the ‘‘Trust’’); Princeton
Fund Advisors, LLC, a Deleware limited
liability company (the ‘‘Adviser’’),
registered as an investment adviser
under the Investment Advisers Act of
1940; and Foreside Distribution
Services, L.P., a Delaware limited
liability company, and Northern Lights
Distributors, LLC, a Nebraska limited
liability company (together the
‘‘Distributors’’), each registered as a
broker-dealer under the Securities
Exchange Act of 1934 (‘‘Exchange Act’’).
FILING DATES: The application was filed
on May 16, 2017 and amended on
August 16, 2017.
HEARING OR NOTIFICATION OF HEARING: An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
12 17
PO 00000
CFR 200.30–3(a)(12).
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51665
should be received by the Commission
by 5:30 p.m. on November 28, 2017 and
should be accompanied by proof of
service on the applicants, in the form of
an affidavit, or, for lawyers, a certificate
of service. Pursuant to Rule 0–5 under
the Act, hearing requests should state
the nature of the writer’s interest, any
facts bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
ADDRESSES: Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
Applicants: Thompson Hine LLP, 41
South High Street, Suite 1700,
Columbus, OH 43215.
FOR FURTHER INFORMATION CONTACT:
Rochelle Kauffman Plesset, Senior
Counsel, at (202) 551–6840 or David
Marcinkus, Branch Chief, at (202) 551–
6882 (Division of Investment
Management, Chief Counsel’s Office).
SUPPLEMENTARY INFORMATION: The
following is a summary of the
application. The complete application
may be obtained via the Commission’s
Web site by searching for the file
number, or for an applicant using the
Company name box, at https://
www.sec.gov/search/search.htm, or by
calling (202) 551–8090.
Summary of the Application
1. Applicants request an order to
permit (a) registered open-end
management investment companies (the
‘‘Investing Funds’’) that are not part of
the same ‘‘group of investment
companies,’’ within the meaning of
section 12(d)(1)(G)(ii) of the Act, as the
Trust, to acquire shares in series of the
Trust 1 advised by the Adviser in excess
of the limits in sections 12(d)(1)(A) of
the Act and (b) the Funds, their
principal underwriters and any broker
1 Applicants request that the order apply to (1)
each existing series of the Trust that currently is
part of the same ‘‘group of investment companes’’
as the Trust and is advised by the Adviser, (2) to
any future series of the Trust, and any other existing
or future registered open-end management
investment companies and any series thereof that
are, or may in the future be, advised by the Advisor
and that are part of the same group of investment
companies (each, a ‘‘Fund’’ and collectively the
‘‘Funds’’), and (3) any principal underwriter and
distributor for a Fund. Certain of the Funds may
have obtained exemptions from the Commission
necessary to permit their shares to be listed and
traded on a national securities exchange at
negotiated prices and, accordingly, to operate as an
exchange-traded fund (‘‘ETF’’). For purposes of the
request for relief, the term ‘‘group of investment
companies’’ means any two or more registered
investment companies that hold themselves out to
investors as related companies for purposes of
investment and investor services.
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51666
Federal Register / Vol. 82, No. 214 / Tuesday, November 7, 2017 / Notices
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or dealer registered under the Exchange
Act to sell shares of the Funds to the
Investing Funds in excess of the limits
in section 12(d)(1)(B) of the Act.
Applicants also request an order of
exemption under sections 6(c) and 17(b)
of the Act from the prohibition on
certain affiliated transactions in section
17(a) of the Act to the extent necessary
to permit the Funds to sell their shares
to, and redeem their shares from, the
Investing Funds.2 Applicants state that
such transactions will be consistent
with the policies of each Fund and each
Investing Fund and with the general
purposes of the Act and will be based
on the net asset values of the Funds.
2. Applicants agree that any order
granting the requested relief will be
subject to the terms and conditions
stated in the application.3 Such terms
and conditions are designed to, among
other things, help prevent any potential
(i) undue influence over a Fund that is
not in the same ‘‘group of investment
companies’’ as the Investing Fund
through control or voting power, or in
connection with certain services,
transactions, and underwritings, (ii)
excessive layering of fees, and (iii)
overly complex fund structures, which
are the concerns underlying the limits
in sections 12(d)(1)(A) and (B) of the
Act.
3. Section 12(d)(1)(J) of the Act
provides that the Commission may
exempt any person, security, or
transaction, or any class or classes of
persons, securities, or transactions, from
any provision of section 12(d)(1) if the
exemption is consistent with the public
interest and the protection of investors.
Section 17(b) of the Act authorizes the
Commission to grant an order
permitting a transaction otherwise
prohibited by section 17(a) if it finds
that (a) the terms of the proposed
transaction are fair and reasonable and
do not involve overreaching on the part
of any person concerned; (b) the
proposed transaction is consistent with
2 An Investing Fund generally would purchase
and sell shares of a Fund that operates as an ETF
through secondary market transactions rather than
through principal transactions with the Fund. The
requested relief is intended to cover tranasactions
directly between Funds and Investing Funds.
Applicants are not seeking relief from Section 17(a)
for, and the requested relief will not apply to,
transactions where an ETF could be deemed an
affiliated person, or an affiliated person of an
affiliated person, of an Investing Fund because an
investment adviser to the ETF or an entity
controlling, controlled by or under common control
with the investment adviser to the ETF is also an
investment adviser to the Investing Fund.
3 Applicants state that each Investing Fund that
intends to invest in a Fund in excess of the limits
of section 12(d)(1)(A) would be required to sign an
agreement that the Investing Fund would adhere to
the terms and conditions of the order.
VerDate Sep<11>2014
17:29 Nov 06, 2017
Jkt 244001
the policies of each registered
investment company involved; and (c)
the proposed transaction is consistent
with the general purposes of the Act.
Section 6(c) of the Act permits the
Commission to exempt any persons or
transactions from any provision of the
Act if such exemption is necessary or
appropriate in the public interest and
consistent with the protection of
investors and the purposes fairly
intended by the policy and provisions of
the Act.
For the Commission, by the Division of
Investment Management, pursuant to
delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017–24225 Filed 11–6–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Investment Company Act Release No.
32893; File No. 812–14809]
Brandes Investment Trust, et al.
November 2, 2017.
Securities and Exchange
Commission (‘‘Commission’’).
ACTION: Notice.
AGENCY:
Notice of an application for
an order under section 6(c) of the
Investment Company Act of 1940
(‘‘Act’’) for an exemption from sections
2(a)(32), 5(a)(1), 22(d) and 22(e) of the
Act and rule 22c–1 under the Act, under
sections 6(c) and 17(b) of the Act for an
exemption from sections 17(a)(1) and
(a)(2) of the Act, and under section
12(d)(1)(J) of the Act for an exemption
from sections 12(d)(1)(A) and (B) of the
Act.
APPLICANTS: Brandes Investment Trust
(the ‘‘Trust’’), Brandes Investment
Partners, L.P. (the ‘‘Adviser’’) and ALPS
Distributors, Inc. (the ‘‘Distributor’’).
SUMMARY OF APPLICATION: Applicants
request an order (‘‘Order’’) that permits:
(a) Actively managed series of certain
open-end management investment
companies to issue shares (‘‘Shares’’)
redeemable in large aggregations only
(‘‘Creation Units’’); (b) secondary market
transactions in Shares to occur at the
next-determined net asset value plus or
minus a market-determined premium or
discount that may vary during the
trading day; (c) certain series to pay
redemption proceeds, under certain
circumstances, more than seven days
from the tender of Shares for
redemption; (d) certain affiliated
persons of the series to deposit
securities into, and receive securities
SUMMARY:
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Fmt 4703
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from, the series in connection with the
purchase and redemption of Creation
Units; (e) certain registered management
investment companies and unit
investment trusts outside of the same
group of investment companies as the
series to acquire Shares; and (f) certain
series to create and redeem Shares in
kind in a master-feeder structure. The
Order would incorporate by reference
terms and conditions of a previous order
granting the same relief sought by
applicants, as that order may be
amended from time to time (‘‘Reference
Order’’).1
The application was filed on
August 11, 2017.
DATES:
An
order granting the requested relief will
be issued unless the Commission orders
a hearing. Interested persons may
request a hearing by writing to the
Commission’s Secretary and serving
applicants with a copy of the request,
personally or by mail. Hearing requests
should be received by the Commission
by 5:30 p.m. on November 27, 2017, and
should be accompanied by proof of
service on applicants, in the form of an
affidavit or, for lawyers, a certificate of
service. Pursuant to rule 0–5 under the
Act, hearing requests should state the
nature of the writer’s interest, any facts
bearing upon the desirability of a
hearing on the matter, the reason for the
request, and the issues contested.
Persons who wish to be notified of a
hearing may request notification by
writing to the Commission’s Secretary.
HEARING OR NOTIFICATION OF HEARING:
Secretary, U.S. Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
Applicants: Thomas Quinlan, Esq.,
Brandes Investment Partners L.P., 11988
El Camino Real, Suite 600, San Diego,
California 92130.
ADDRESSES:
FOR FURTHER INFORMATION CONTACT:
Laura J. Riegel, Senior Counsel, at (202)
551–3038, or Robert H. Shapiro, Branch
Chief, at (202) 551–6821 (Division of
Investment Management, Chief
Counsel’s Office).
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.
SUPPLEMENTARY INFORMATION:
1 Eaton Vance Management, et al., Investment
Company Act Rel. Nos. 31333 (Nov. 6, 2014)
(notice) and 31361 (Dec. 2, 2014) (order).
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]]>Agencies
[Federal Register Volume 82, Number 214 (Tuesday, November 7, 2017)]
[Notices]
[Pages 51665-51666]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-24225]
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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 32894; File No. 812-14776]
Princeton Fund Advisors, LLC. et al.
November 2, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').
ACTION: Notice.
-----------------------------------------------------------------------
Notice of an application for an order under section 12(d)(1)(J) of
the Investment Company Act of 1940 (the ``Act'') for an exemption from
sections 12(d)(1)(A) and (B) of the Act and under sections 6(c) and
17(b) of the Act for an exemption from sections 17(a)(1) and (2) of the
Act. The requested order would permit open-end management investment
companies registered under the Act to acquire shares of open-end
management investment companies registered under the Act that are
outside of the same group of investment companies as the acquiring
companies.
Applicants: Northern Lights Fund Trust, a Delaware statutory trust
registered under the Act as an open-end management investment company
with multiple series (the ``Trust''); Princeton Fund Advisors, LLC, a
Deleware limited liability company (the ``Adviser''), registered as an
investment adviser under the Investment Advisers Act of 1940; and
Foreside Distribution Services, L.P., a Delaware limited liability
company, and Northern Lights Distributors, LLC, a Nebraska limited
liability company (together the ``Distributors''), each registered as a
broker-dealer under the Securities Exchange Act of 1934 (``Exchange
Act'').
Filing Dates: The application was filed on May 16, 2017 and amended on
August 16, 2017.
Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on November 28, 2017 and should be accompanied by proof of
service on the applicants, in the form of an affidavit, or, for
lawyers, a certificate of service. Pursuant to Rule 0-5 under the Act,
hearing requests should state the nature of the writer's interest, any
facts bearing upon the desirability of a hearing on the matter, the
reason for the request, and the issues contested. Persons who wish to
be notified of a hearing may request notification by writing to the
Commission's Secretary.
ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F
Street NE., Washington, DC 20549-1090. Applicants: Thompson Hine LLP,
41 South High Street, Suite 1700, Columbus, OH 43215.
FOR FURTHER INFORMATION CONTACT: Rochelle Kauffman Plesset, Senior
Counsel, at (202) 551-6840 or David Marcinkus, Branch Chief, at (202)
551-6882 (Division of Investment Management, Chief Counsel's Office).
SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained via the
Commission's Web site by searching for the file number, or for an
applicant using the Company name box, at https://www.sec.gov/search/search.htm, or by calling (202) 551-8090.
Summary of the Application
1. Applicants request an order to permit (a) registered open-end
management investment companies (the ``Investing Funds'') that are not
part of the same ``group of investment companies,'' within the meaning
of section 12(d)(1)(G)(ii) of the Act, as the Trust, to acquire shares
in series of the Trust \1\ advised by the Adviser in excess of the
limits in sections 12(d)(1)(A) of the Act and (b) the Funds, their
principal underwriters and any broker
[[Page 51666]]
or dealer registered under the Exchange Act to sell shares of the Funds
to the Investing Funds in excess of the limits in section 12(d)(1)(B)
of the Act. Applicants also request an order of exemption under
sections 6(c) and 17(b) of the Act from the prohibition on certain
affiliated transactions in section 17(a) of the Act to the extent
necessary to permit the Funds to sell their shares to, and redeem their
shares from, the Investing Funds.\2\ Applicants state that such
transactions will be consistent with the policies of each Fund and each
Investing Fund and with the general purposes of the Act and will be
based on the net asset values of the Funds.
---------------------------------------------------------------------------
\1\ Applicants request that the order apply to (1) each existing
series of the Trust that currently is part of the same ``group of
investment companes'' as the Trust and is advised by the Adviser,
(2) to any future series of the Trust, and any other existing or
future registered open-end management investment companies and any
series thereof that are, or may in the future be, advised by the
Advisor and that are part of the same group of investment companies
(each, a ``Fund'' and collectively the ``Funds''), and (3) any
principal underwriter and distributor for a Fund. Certain of the
Funds may have obtained exemptions from the Commission necessary to
permit their shares to be listed and traded on a national securities
exchange at negotiated prices and, accordingly, to operate as an
exchange-traded fund (``ETF''). For purposes of the request for
relief, the term ``group of investment companies'' means any two or
more registered investment companies that hold themselves out to
investors as related companies for purposes of investment and
investor services.
\2\ An Investing Fund generally would purchase and sell shares
of a Fund that operates as an ETF through secondary market
transactions rather than through principal transactions with the
Fund. The requested relief is intended to cover tranasactions
directly between Funds and Investing Funds. Applicants are not
seeking relief from Section 17(a) for, and the requested relief will
not apply to, transactions where an ETF could be deemed an
affiliated person, or an affiliated person of an affiliated person,
of an Investing Fund because an investment adviser to the ETF or an
entity controlling, controlled by or under common control with the
investment adviser to the ETF is also an investment adviser to the
Investing Fund.
---------------------------------------------------------------------------
2. Applicants agree that any order granting the requested relief
will be subject to the terms and conditions stated in the
application.\3\ Such terms and conditions are designed to, among other
things, help prevent any potential (i) undue influence over a Fund that
is not in the same ``group of investment companies'' as the Investing
Fund through control or voting power, or in connection with certain
services, transactions, and underwritings, (ii) excessive layering of
fees, and (iii) overly complex fund structures, which are the concerns
underlying the limits in sections 12(d)(1)(A) and (B) of the Act.
---------------------------------------------------------------------------
\3\ Applicants state that each Investing Fund that intends to
invest in a Fund in excess of the limits of section 12(d)(1)(A)
would be required to sign an agreement that the Investing Fund would
adhere to the terms and conditions of the order.
---------------------------------------------------------------------------
3. Section 12(d)(1)(J) of the Act provides that the Commission may
exempt any person, security, or transaction, or any class or classes of
persons, securities, or transactions, from any provision of section
12(d)(1) if the exemption is consistent with the public interest and
the protection of investors. Section 17(b) of the Act authorizes the
Commission to grant an order permitting a transaction otherwise
prohibited by section 17(a) if it finds that (a) the terms of the
proposed transaction are fair and reasonable and do not involve
overreaching on the part of any person concerned; (b) the proposed
transaction is consistent with the policies of each registered
investment company involved; and (c) the proposed transaction is
consistent with the general purposes of the Act. Section 6(c) of the
Act permits the Commission to exempt any persons or transactions from
any provision of the Act if such exemption is necessary or appropriate
in the public interest and consistent with the protection of investors
and the purposes fairly intended by the policy and provisions of the
Act.
For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-24225 Filed 11-6-17; 8:45 am]
BILLING CODE 8011-01-P
