Northern Lights Fund Trust and AlphaCore Capital, LLC, 1090-1091 [2018-00156]

Download as PDF 1090 Federal Register / Vol. 83, No. 6 / Tuesday, January 9, 2018 / Notices is designed to balance the utility of the optional ARC functionality that is voluntarily offered by the Exchange free of charge, and the interests of fair and orderly markets, the protection of investors, and the public interest. The Exchange believes the proposed rule change strikes an appropriate balance between these two goals by continuing to allow Members and clearing firms to utilize ARC to assist with risk management, while protecting the Opening and Closing Auctions from undue price dislocation or the creation or exacerbation of large imbalances by preventing Locked-in Orders from being canceled after the Lock-in Time and before the Opening or Closing Auction match. Furthermore, the Exchange believes the proposed rule change is consistent with the protection of investors and the public interest because it will provide enhanced clarity on the operation of the ARC mechanism with respect to orders eligible for execution in the Opening or Closing Auction after the Lock-in Time and before the auction match, thereby eliminating any potential confusion in this regard. sradovich on DSK3GMQ082PROD with NOTICES B. Self-Regulatory Organization’s Statement on Burden on Competition IEX does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. To the contrary, the Exchange believes that the proposed rule change will increase intermarket competition because it is designed to protect the Exchange’s Opening and Closing Auctions thereby enhancing its ability to compete in the market for corporate listings. The Exchange also does not believe that the proposal will impose an intramarket burden on competition because, notwithstanding the limited proposed exception for Locked-in Orders, ARC remains available to all Members on a fair and equal basis, and the Exchange continues to provide a mechanism to enable Members to manage their risk by preventing trading that is erroneous or exceeds a Member’s financial resources, thereby contributing to the stability of the equities markets. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others Written comments were neither solicited nor received. VerDate Sep<11>2014 15:58 Jan 08, 2018 Jkt 244001 III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has designated this rule filing as non-controversial under Section 19(b)(3)(A) 35 of the Act and Rule 19b–4(f)(6) 36 thereunder. Because the proposed rule change does not: (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b– 4(f)(6) thereunder. At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings under Section 19(b)(2)(B)37 of the Act to determine whether the proposed rule change should be approved or disapproved. 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: Electronic Comments • 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– IEX–2017–44 on the subject line. Paper Comments • 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–IEX–2017–44. 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 website (https://www.sec.gov/ 35 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). 37 15 U.S.C. 78s(b)(2)(B). rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change 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 website 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 this filing will also be available for inspection and copying at the principal office of the Exchange. 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–IEX–2017–44 and should be submitted on or before January 30, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.38 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–00157 Filed 1–8–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Investment Company Act Release No. 32961; 812–14806] Northern Lights Fund Trust and AlphaCore Capital, LLC January 3, 2018. Securities and Exchange Commission (‘‘Commission’’). ACTION: Notice. AGENCY: Notice of an application under section 6(c) of the Investment Company Act of 1940 (‘‘Act’’) for an exemption from section 15(a) of the Act and rule 18f–2 under the Act, as well as from certain disclosure requirements in rule 20a–1 under the Act, Item 19(a)(3) of Form N–1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of Schedule 14A under the Securities Exchange Act of 1934, and sections 6–07(2)(a), (b), and (c) of Regulation S–X (‘‘Disclosure Requirements’’). The requested 36 17 PO 00000 Frm 00078 Fmt 4703 Sfmt 4703 38 17 E:\FR\FM\09JAN1.SGM CFR 200.30–3(a)(12). 09JAN1 Federal Register / Vol. 83, No. 6 / Tuesday, January 9, 2018 / Notices exemption would permit an investment adviser to hire and replace certain subadvisers without shareholder approval and grant relief from the Disclosure Requirements as they relate to fees paid to the subadvisers. Northern Lights Fund Trust (the ‘‘Trust’’), a Delaware statutory trust registered under the Act as an open-end management investment company, and AlphaCore Capital, LLC (the ‘‘Adviser’’), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940 (collectively with the Trust, the ‘‘Applicants’’). APPLICANTS: The application was filed on August 3, 2017 and amended on November 29, 2017. FILING DATES: HEARING OR NOTIFICATION OF HEARING: An order granting the application will be issued unless the Commission orders a hearing. Interested persons may request a hearing by writing to the Commission’s Secretary and serving applicants with a copy of the request, personally or by mail. Hearing requests should be received by the Commission by 5:30 p.m. on January 29, 2018, and should be accompanied by proof of service on the applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0–5 under the Act, hearing requests should state the nature of the writer’s interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by writing to the Commission’s Secretary. Secretary, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. Applicants: Northern Lights Fund Trust, 17605 Wright Street, Omaha, NE 68130 and AlphaCore Capital, LLC, 875 Prospect Street #315, La Jolla, CA 92037. ADDRESSES: FOR FURTHER INFORMATION CONTACT: Barbara T. Heussler, Senior Counsel, at (202) 551–6990, or Robert H. Shapiro, Branch Chief, at (202) 551–6821 (Division of Investment Management, Chief Counsel’s Office). sradovich on DSK3GMQ082PROD with NOTICES 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 https:// www.sec.gov/search/search.htm or by calling (202) 551–8090. VerDate Sep<11>2014 15:58 Jan 08, 2018 Jkt 244001 Summary of the Application 1. The Adviser will serve as the investment adviser to the Funds pursuant to an investment advisory agreement with the Trust (the ‘‘Advisory Agreement’’).1 The Adviser will provide each Fund with overall investment management services and will continuously review, supervise and administer each Fund’s investment program, subject to the supervision of, and policies established by, each Fund’s board of trustees (‘‘Board’’). The Advisory Agreement permits the Adviser, subject to the approval of the Board, to delegate to one or more subadvisers (each, a ‘‘Subadviser’’ and collectively, the ‘‘Subadvisers’’) the responsibility to provide the day-to-day portfolio investment management of each Fund, subject to the supervision and direction of the Adviser. The primary responsibility for managing the Funds will remain vested in the Adviser. The Adviser will hire, evaluate, allocate assets to and oversee the Subadvisers, including determining whether a Subadviser should be terminated, at all times subject to the authority of the Board. 2. Applicants request an exemption to permit the Adviser, subject to Board approval, to hire certain Subadvisers pursuant to subadvisory agreements and materially amend existing subadvisory agreements without obtaining the shareholder approval required under section 15(a) of the Act and rule 18f–2 under the Act.2 Applicants also seek an exemption from the Disclosure Requirements to permit a Fund to disclose (as both a dollar amount and a percentage of the Fund’s net assets): (a) The aggregate fees paid to the Adviser and any Affiliated Subadviser; and (b) the aggregate fees paid to Subadvisers other than Affiliated Subadvisers. For any Fund that employs an Affiliated Subadviser, the Fund will provide 1 Applicants request relief with respect to any existing or future series of the Trust or any other registered open-end management company that: (a) Is advised by the Adviser, or any person controlling, controlled by or under common control with the Adviser or its successor (each, an ‘‘Adviser’’); (b) uses the manager of managers structure described in the application; and (c) complies with the terms and conditions of the application (any such series, a ‘‘Fund’’ and collectively, the ‘‘Funds’’). For purposes of the requested order, ‘‘successor’’ is limited to an entity that results from a reorganization into another jurisdiction or a change in the type of business organization. 2 The requested relief will not extend to any subadviser that is an affiliated person, as defined in section 2(a)(3) of the Act, of the Trust, a Fund, or the Adviser, other than solely by reason of serving as a Subadviser to one or more of the Funds, or as an adviser or subadviser to any series of the Trust other than the Funds (‘‘Affiliated Subadviser’’). PO 00000 Frm 00079 Fmt 4703 Sfmt 4703 1091 separate disclosure of any fees paid to the Affiliated Subadviser. 3. Applicants agree that any order granting the requested relief will be subject to the terms and conditions stated in the application. Such terms and conditions provide for, among other safeguards, appropriate disclosure to Fund shareholders and notification about subadvisory changes and enhanced Board oversight to protect the interests of the Funds’ shareholders. 4. Section 6(c) of the Act provides that the Commission may exempt any person, security, or transaction or any class or classes of persons, securities, or transactions from any provisions of the Act, or any rule thereunder, if such relief is necessary or appropriate in the public interest and consistent with the protection of investors and purposes fairly intended by the policy and provisions of the Act. Applicants believe that the requested relief meets this standard because, as further explained in the application, the Advisory Agreements will remain subject to shareholder approval while the role of the Subadvisers is substantially similar to that of individual portfolio managers, so that requiring shareholder approval of subadvisory agreements would impose unnecessary delays and expenses on the Funds. Applicants believe that the requested relief from the Disclosure Requirements meets this standard because it will improve the Adviser’s ability to negotiate fees paid to the Subadvisers that are more advantageous for the Funds. For the Commission, by the Division of Investment Management, under delegated authority. Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–00156 Filed 1–8–18; 8:45 am] BILLING CODE 8011–01–P DEPARTMENT OF STATE [Public Notice: 10252] Notice of Determinations; Culturally Significant Object Imported for Exhibition Determinations: ‘‘Alberto Savinio’’ Exhibition Notice is hereby given of the following determinations: I hereby determine that a certain object to be included in the ongoing exhibition ‘‘Alberto Savinio,’’ imported from abroad for temporary exhibition within the United States, is of cultural significance. The object is imported pursuant to a loan agreement with the foreign owner or custodian. I also SUMMARY: E:\FR\FM\09JAN1.SGM 09JAN1

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[Federal Register Volume 83, Number 6 (Tuesday, January 9, 2018)]
[Notices]
[Pages 1090-1091]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-00156]


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SECURITIES AND EXCHANGE COMMISSION

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


Northern Lights Fund Trust and AlphaCore Capital, LLC

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

ACTION:  Notice.

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

    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 15(a) of 
the Act and rule 18f-2 under the Act, as well as from certain 
disclosure requirements in rule 20a-1 under the Act, Item 19(a)(3) of 
Form N-1A, Items 22(c)(1)(ii), 22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 
Schedule 14A under the Securities Exchange Act of 1934, and sections 6-
07(2)(a), (b), and (c) of Regulation S-X (``Disclosure Requirements''). 
The requested

[[Page 1091]]

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

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

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

Hearing or Notification of Hearing:  An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on January 29, 2018, and should be accompanied by proof of service 
on the applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Pursuant to rule 0-5 under the Act, hearing 
requests should state the nature of the writer's interest, any facts 
bearing upon the desirability of a hearing on the matter, the reason 
for the request, and the issues contested. Persons who wish to be 
notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES:  Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE, Washington, DC 20549-1090. Applicants: Northern Lights Fund 
Trust, 17605 Wright Street, Omaha, NE 68130 and AlphaCore Capital, LLC, 
875 Prospect Street #315, La Jolla, CA 92037.

FOR FURTHER INFORMATION CONTACT:  Barbara T. Heussler, Senior Counsel, 
at (202) 551-6990, or Robert H. Shapiro, Branch Chief, at (202) 551-
6821 (Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION:  The following is a summary of the 
application. The complete application may be obtained via the 
Commission's website by searching for the file number, or an applicant 
using the Company name box, at https://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Summary of the Application

    1. The Adviser will serve as the investment adviser to the Funds 
pursuant to an investment advisory agreement with the Trust (the 
``Advisory Agreement'').\1\ The Adviser will provide each Fund with 
overall investment management services and will continuously review, 
supervise and administer each Fund's investment program, subject to the 
supervision of, and policies established by, each Fund's board of 
trustees (``Board''). The Advisory Agreement permits the Adviser, 
subject to the approval of the Board, to delegate to one or more 
subadvisers (each, a ``Subadviser'' and collectively, the 
``Subadvisers'') the responsibility to provide the day-to-day portfolio 
investment management of each Fund, subject to the supervision and 
direction of the Adviser. The primary responsibility for managing the 
Funds will remain vested in the Adviser. The Adviser will hire, 
evaluate, allocate assets to and oversee the Subadvisers, including 
determining whether a Subadviser should be terminated, at all times 
subject to the authority of the Board.
---------------------------------------------------------------------------

    \1\ Applicants request relief with respect to any existing or 
future series of the Trust or any other registered open-end 
management company that: (a) Is advised by the Adviser, or any 
person controlling, controlled by or under common control with the 
Adviser or its successor (each, an ``Adviser''); (b) uses the 
manager of managers structure described in the application; and (c) 
complies with the terms and conditions of the application (any such 
series, a ``Fund'' and collectively, the ``Funds''). For purposes of 
the requested order, ``successor'' is limited to an entity that 
results from a reorganization into another jurisdiction or a change 
in the type of business organization.
---------------------------------------------------------------------------

    2. Applicants request an exemption to permit the Adviser, subject 
to Board approval, to hire certain Subadvisers pursuant to subadvisory 
agreements and materially amend existing subadvisory agreements without 
obtaining the shareholder approval required under section 15(a) of the 
Act and rule 18f-2 under the Act.\2\ Applicants also seek an exemption 
from the Disclosure Requirements to permit a Fund to disclose (as both 
a dollar amount and a percentage of the Fund's net assets): (a) The 
aggregate fees paid to the Adviser and any Affiliated Subadviser; and 
(b) the aggregate fees paid to Subadvisers other than Affiliated 
Subadvisers. For any Fund that employs an Affiliated Subadviser, the 
Fund will provide separate disclosure of any fees paid to the 
Affiliated Subadviser.
---------------------------------------------------------------------------

    \2\ The requested relief will not extend to any subadviser that 
is an affiliated person, as defined in section 2(a)(3) of the Act, 
of the Trust, a Fund, or the Adviser, other than solely by reason of 
serving as a Subadviser to one or more of the Funds, or as an 
adviser or subadviser to any series of the Trust other than the 
Funds (``Affiliated Subadviser'').
---------------------------------------------------------------------------

    3. Applicants agree that any order granting the requested relief 
will be subject to the terms and conditions stated in the application. 
Such terms and conditions provide for, among other safeguards, 
appropriate disclosure to Fund shareholders and notification about 
subadvisory changes and enhanced Board oversight to protect the 
interests of the Funds' shareholders.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction or any class or classes of 
persons, securities, or transactions from any provisions of the Act, or 
any rule thereunder, if such relief is necessary or appropriate in the 
public interest and consistent with the protection of investors and 
purposes fairly intended by the policy and provisions of the Act. 
Applicants believe that the requested relief meets this standard 
because, as further explained in the application, the Advisory 
Agreements will remain subject to shareholder approval while the role 
of the Subadvisers is substantially similar to that of individual 
portfolio managers, so that requiring shareholder approval of 
subadvisory agreements would impose unnecessary delays and expenses on 
the Funds. Applicants believe that the requested relief from the 
Disclosure Requirements meets this standard because it will improve the 
Adviser's ability to negotiate fees paid to the Subadvisers that are 
more advantageous for the Funds.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-00156 Filed 1-8-18; 8:45 am]
 BILLING CODE 8011-01-P
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