61786 Federal Register / Vol. 75, No. 193 / Wednesday, October 6, 2010 / Notices 

1Notice 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). 

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. 

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 

(http://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. 

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. 

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 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 193 / Wednesday, October 6, 2010 / Notices 61787 

1Every 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. 

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 http:// 

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. 

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 

mstockstill on DSKH9S0YB1PROD with NOTICES