RegAlert2020-09-17
Added · Updated
Northern Trust Corporation Waiver Request of Ineligible Issuer Status Under Rule 405
Northern Trust Corporation requests a waiver of ineligible issuer status under Rule 405 of the Securities Act of 1933 to avoid disqualification resulting from a cease-and-desist order against its subsidiaries, Northern Trust Hedge Fund Services LLC and Northern Trust Global Fund Services Cayman Ltd. The request seeks to preserve the Corporation's eligibility as a Well-Known Seasoned Issuer, thereby allowing it to maintain access to automatic shelf registration statements and other streamlined capital-raising procedures. The Corporation argues that the underlying violations, which involved fund administration failures and a $150,000 civil penalty, were non-scienter based and unrelated to its own securities issuance or financial reporting.
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DLA Piper LLP (US)
444 West Lake Street
Suite 900
Chicago, Illinois 60606-0089 www.dlapiper.com
Katrina A. Hausfeld katrina.hausfeld@dlapiper.com T +1 312 368 3484 F +1 312 251 2886 VIA ELECTRONIC DELIVERY Timothy Henseler, Esq. Chief, Office of Enforcement Liaison Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Re: In the Matter of Northern Trust Hedge Fund Services LLC and Northern Trust Global Fund Services Cayman Ltd. Northern Trust Corporation – Waiver Request of Ineligible Issuer Status Under Rule 405 of the Securities Act of 1933 (the “Securities Act”) Dear Mr. Henseler:
This letter is submitted on behalf of our client, Northern Trust Corporation (“NTC” or the “Corporation”), a reporting company with a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), in connection with the resolution of the above-captioned administrative proceeding by the U.S. Securities and Exchange Commission (the “Commission”) regarding Northern Trust Hedge Fund Services LLC (“NTHFS”) and Northern Trust Global Fund Services Cayman Ltd. (“NTGFSC”) (collectively the “Respondents”)1 . NTHFS and NTGFSC are both indirect, wholly-owned subsidiaries of the Corporation and part of its Hedge Fund Services North America (“HFS”) business. The proposed resolution includes the entry of a cease-and-desist order against each of the respondents (the “Order”), which is described below. Pursuant to Rule 405 promulgated under the Securities Act, NTC hereby respectfully requests that the Commission or the Division of Corporate Finance (“Division”), pursuant to delegated authority, determine that for good cause shown it is not necessary under the circumstances that the Corporation be considered an “ineligible issuer” under Rule 405 and therefore waive the disqualification that will result when the Commission enters the Order. 1 The resolution referenced in this letter will not become final until the terms are memorialized and approved by the Commission.
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