[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.

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    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 http://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.
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    \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.
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    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.
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    \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.
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    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


