82 FR 25446 - Northern Lights Fund Trust IV and Main Management ETF Advisors, LLC

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 104 (June 1, 2017)

Page Range		25446-25448
FR Document		2017-11243
Federal Register, Volume 82 Issue 104 (Thursday, June 1, 2017)
[Federal Register Volume 82, Number 104 (Thursday, June 1, 2017)]
[Notices]
[Pages 25446-25448]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-11243]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32662; 812-14747]


Northern Lights Fund Trust IV and Main Management ETF Advisors, 
LLC

May 25, 2017.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice.

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    Notice of an application for an order under section 6(c) of the 
Investment Company Act of 1940 (the ``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 17(a)(2) of the Act, and under 
section 12(d)(1)(J) for an exemption from sections 12(d)(1)(A) and 
12(d)(1)(B) of the Act. The requested order would permit (a) actively-
managed series of certain open-end management investment companies 
(``Funds'') to issue shares redeemable in large aggregations only 
(``Creation Units''); (b) secondary market transactions in Fund shares 
to occur at negotiated market prices rather than at net asset value 
(``NAV''); (c) certain Funds to pay redemption proceeds, under certain 
circumstances, more than seven days after the tender of shares for 
redemption; (d) certain affiliated persons of a Fund to deposit 
securities into, and receive securities from, the Fund 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 Funds (``Funds 
of Funds'') to acquire shares of the Funds; and (f) certain Funds 
(``Feeder Funds'') to create and redeem Creation Units in-kind in a 
master-feeder structure.

Applicants: Northern Lights Fund Trust IV (the ``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company with multiple series, and Main Management ETF 
Advisors, LLC, a Delaware limited liability company registered as an 
investment adviser under the Investment Advisers Act of 1940.

Filing Date: The application was filed on February 22, 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 June 19, 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.

ADDRESSES: Brent J. Fields, Secretary, Securities and Exchange 
Commission, 100 F Street NE., Washington, DC 20549-1090; Applicants: 
the Trust, 17605 Wright Street, Omaha, NE 68130; the Initial Adviser, 
601 California Street, Suite 620, San Francisco, CA 94108.

FOR FURTHER INFORMATION CONTACT: Laura J. Riegel, Senior Counsel, at 
(202)

[[Page 25447]]

551-3038, 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 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 that would allow Funds to operate as 
actively-managed exchange traded funds (``ETFs'').\1\ Fund shares will 
be purchased and redeemed at their NAV in Creation Units only. All 
orders to purchase Creation Units and all redemption requests will be 
placed by or through an ``Authorized Participant'', which will have 
signed a participant agreement with a broker-dealer registered under 
the Securities Exchange Act of 1934 (``Exchange Act'') (together with 
any future distributor, the ``Distributor''). Shares will be listed and 
traded individually on a national securities exchange, where share 
prices will be based on the current bid/offer market. Certain Funds may 
operate as Feeder Funds in a master-feeder structure. Any order 
granting the requested relief would be subject to the terms and 
conditions stated in the application.
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    \1\ Applicants request that the order apply to future series of 
the Trust or of other open-end management investment companies that 
currently exist or that may be created in the future (each, included 
in the term ``Fund''), each of which will operate as an actively-
managed ETF. Any Fund will (a) be advised by the Initial Adviser or 
an entity controlling, controlled by, or under common control with 
the Initial Adviser (each such entity or any successor thereto is 
included in the term ``Adviser'') and (b) comply with the terms and 
conditions of the application.
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    2. Each Fund will consist of a portfolio of securities and other 
assets and investment positions (``Portfolio Positions''). Each Fund 
will disclose on its Web site the identities and quantities of the 
Portfolio Positions that will form the basis for the Fund's calculation 
of NAV at the end of the day.
    3. Shares will be purchased and redeemed in Creation Units and 
generally on an in-kind basis. Except where the purchase or redemption 
will include cash under the limited circumstances specified in the 
application, purchasers will be required to purchase Creation Units by 
depositing specified instruments (``Deposit Instruments''), and 
shareholders redeeming their shares will receive specified instruments 
(``Redemption Instruments''). The Deposit Instruments and the 
Redemption Instruments will each correspond pro rata to the positions 
in the Fund's portfolio (including cash positions) except as specified 
in the application.
    4. Because shares will not be individually redeemable, applicants 
request an exemption from section 5(a)(1) and section 2(a)(32) of the 
Act that would permit the Funds to register as open-end management 
investment companies and issue shares that are redeemable in Creation 
Units only.
    5. Applicants also request an exemption from section 22(d) of the 
Act and rule 22c-1 under the Act as secondary market trading in shares 
will take place at negotiated prices, not at a current offering price 
described in a Fund's prospectus, and not at a price based on NAV. 
Applicants state that (a) secondary market trading in shares does not 
involve a Fund as a party and will not result in dilution of an 
investment in shares, and (b) to the extent different prices exist 
during a given trading day, or from day to day, such variances occur as 
a result of third-party market forces, such as supply and demand. 
Therefore, applicants assert that secondary market transactions in 
shares will not lead to discrimination or preferential treatment among 
purchasers. Finally, applicants represent that share market prices will 
be disciplined by arbitrage opportunities, which should prevent shares 
from trading at a material discount or premium from NAV.
    6. With respect to Funds that hold non-U.S. Portfolio Positions and 
that effect creations and redemptions of Creation Units in kind, 
applicants request relief from the requirement imposed by section 22(e) 
in order to allow such Funds to pay redemption proceeds within fifteen 
calendar days following the tender of Creation Units for redemption. 
Applicants assert that the requested relief would not be inconsistent 
with the spirit and intent of section 22(e) to prevent unreasonable, 
undisclosed or unforeseen delays in the actual payment of redemption 
proceeds.
    7. Applicants request an exemption to permit Funds of Funds to 
acquire Fund shares beyond the limits of section 12(d)(1)(A) of the 
Act; and the Funds, and any principal underwriter for the Funds, and/or 
any broker or dealer registered under the Exchange Act, to sell shares 
to Funds of Funds beyond the limits of section 12(d)(1)(B) of the Act. 
The application's terms and conditions are designed to, among other 
things, help prevent any potential (i) undue influence over a 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.
    8. Applicants request an exemption from sections 17(a)(1) and 
17(a)(2) of the Act to permit persons that are Affiliated Persons, or 
Second Tier Affiliates, of the Funds, solely by virtue of certain 
ownership interests, to effectuate purchases and redemptions in-kind. 
The deposit procedures for in-kind purchases of Creation Units and the 
redemption procedures for in-kind redemptions of Creation Units will be 
the same for all purchases and redemptions and Deposit Instruments and 
Redemption Instruments will be valued in the same manner as those 
Portfolio Positions currently held by the Funds. Applicants also seek 
relief from the prohibitions on affiliated transactions in section 
17(a) to permit a Fund to sell its shares to and redeem its shares from 
a Fund of Funds, and to engage in the accompanying in-kind transactions 
with the Fund of Funds.\2\ The purchase of Creation Units by a Fund of 
Funds directly from a Fund will be accomplished in accordance with the 
policies of the Fund of Funds and will be based on the NAVs of the 
Funds.
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    \2\ The requested relief would apply to direct sales of shares 
in Creation Units by a Fund to a Fund of Funds and redemptions of 
those shares. Applicants, moreover, are not seeking relief from 
section 17(a) for, and the requested relief will not apply to, 
transactions where a Fund could be deemed an Affiliated Person, or a 
Second-Tier Affiliate, of a Fund of Funds because an Adviser or an 
entity controlling, controlled by or under common control with an 
Adviser provides investment advisory services to that Fund of Funds.
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    9. Applicants also request relief to permit a Feeder Fund to 
acquire shares of another registered investment company managed by the 
Adviser having substantially the same investment objectives as the 
Feeder Fund (``Master Fund'') beyond the limitations in section 
12(d)(1)(A) and permit the Master Fund, and any principal underwriter 
for the Master Fund, to sell shares of the Master Fund to the Feeder 
Fund beyond the limitations in section 12(d)(1)(B).
    10. 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. Section 12(d)(1)(J) of the Act 
provides that the Commission may

[[Page 25448]]

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.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-11243 Filed 5-31-17; 8:45 am]
BILLING CODE 8011-01-P
25448 Federal Register / Vol. 82, No. 104 / Thursday, June 1, 2017 / Notices

exempt any person, security, or Commission action on the proposed rule ‘‘Act’’),1 and Rule 19b–4 thereunder,2
transaction, or any class or classes of change.4 On February 1, 2017, the notice is hereby given that on May 16,
persons, securities, or transactions, from Division of Trading and Markets, for the 2017, Bats EDGA Exchange, Inc. (the
any provision of section 12(d)(1) if the Commission pursuant to delegated ‘‘Exchange’’ or ‘‘EDGA’’) filed with the
exemption is consistent with the public authority, instituted proceedings to Securities and Exchange Commission
interest and the protection of investors. determine whether to approve or (‘‘Commission’’) the proposed rule
Section 17(b) of the Act authorizes the disapprove the proposed rule change.5 change as described in Items I, II and III
Commission to grant an order On April 20, 2017, NYSE Arca below, which Items have been prepared
permitting a transaction otherwise submitted Amendment No. 3 to the by the Exchange.3 The Exchange has
prohibited by section 17(a) if it finds proposed rule change, which replaced
designated the proposed rule change as
that (a) the terms of the proposed and superseded the proposed rule
one establishing or changing a member
transaction are fair and reasonable and change as modified by previous
do not involve overreaching on the part amendments.6 No comments on the due, fee, or other charge imposed by the
of any person concerned; (b) the proposed rule change were received. On Exchange under Section 19(b)(3)(A)(ii)
proposed transaction is consistent with May 2, 2017, the Division of Trading of the Act 4 and Rule 19b–4(f)(2)
the policies of each registered and Markets, for the Commission thereunder,5 which renders the
investment company involved; and (c) pursuant to delegated authority,7 proposed rule change effective upon
the proposed transaction is consistent approved the proposed rule change, as filing with the Commission. The
with the general purposes of the Act. modified by Amendment No. 3.8 Commission is publishing this notice to
For the Commission, by the Division of Pursuant to Commission Rule of solicit comments on the proposed rule
Investment Management, under delegated Practice 431,9 the Commission is change from interested persons.
authority. reviewing the delegated action, and the
May 2, 2017 order is stayed. I. Self-Regulatory Organization’s
Eduardo A. Aleman,
Accordingly, it is ordered, pursuant to Statement of the Terms of Substance of
Assistant Secretary. the Proposed Rule Change
Commission Rule of Practice 431, that
[FR Doc. 2017–11243 Filed 5–31–17; 8:45 am]
by June 15, 2017, any party or other
BILLING CODE 8011–01–P The Exchange filed a proposed rule
person may file any additional
statement. change to establish the fees for Industry
It is further ordered that the May 2, Members related to the National Market
SECURITIES AND EXCHANGE System Plan Governing the
2017 order approving the proposed rule
COMMISSION Consolidated Audit Trail (the ‘‘CAT
change, as modified by Amendment No.
[Release No. 80770] 3 (SR–NYSEArca–2016–120) shall NMS Plan’’ or ‘‘Plan’’).6
remain stayed pending further order of The text of the proposed rule change
In the Matter of the NYSE Arca, Inc.; for the Commission. is available at the Exchange’s Web site
an Order Granting the Approval of
By the Commission. at www.bats.com, at the principal office
Proposed Rule Change To List and
Brent J. Fields, of the Exchange, and at the
Trade Shares of the ForceShares Daily
4X US Market Futures Long Fund and Secretary. Commission’s Public Reference Room.
ForceShares Daily 4X US Market [FR Doc. 2017–11245 Filed 5–31–17; 8:45 am]
II. Self-Regulatory Organization’s
Futures Short Fund Under BILLING CODE 8011–01–P
Statement of the Purpose of, and
Commentary .02 to NYSE Arca Equities Statutory Basis for, the Proposed Rule
Rule 8.200; Order Scheduling Filing of Change
Statements on Review SECURITIES AND EXCHANGE
COMMISSION In its filing with the Commission, the
May 25, 2017.
[Release No. 34–80784; File No. SR– Exchange included statements
On October 17, 2016, NYSE Arca, Inc. BatsEDGA–2017–13] concerning the purpose of and basis for
(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
the proposed rule change and discussed
with the Securities and Exchange Self-Regulatory Organizations; Bats
Commission (‘‘Commission’’), pursuant any comments it received on the
EDGA Exchange, Inc.; Notice of Filing
to Section 19(b)(1) of the Securities proposed rule change. The text of these
and Immediate Effectiveness of a
Exchange Act of 1934 1 and Rule 19b– statements may be examined at the
Proposed Rule Change Related to Fees
4 thereunder,2 a proposed rule change for Use on Bats EDGA Exchange, Inc. places specified in Item IV below. The
to list and trade shares of the Exchange has prepared summaries, set
ForceShares Daily 4X US Market May 26, 2017. forth in Sections A, B, and C below, of
Futures Long Fund and ForceShares Pursuant to Section 19(b)(1) of the the most significant parts of such
Daily 4X US Market Futures Short Fund Securities Exchange Act of 1934 (the statements.
under Commentary .02 to NYSE Arca
4 See Securities Exchange Act Release No. 79550
Equities Rule 8.200. On November 4, (Dec. 14, 2016), 81 FR 92892 (Dec. 20, 2016). 1 15 U.S.C. 78s(b)(1).
2016, the proposal was published for 5 See Securities Exchange Act Release No. 79914 2 17 CFR 240.19b–4.
comment in the Federal Register.3 On (Feb. 1, 2017), 82 FR 9625 (Feb. 7, 2017). 3 The Exchange originally filed the proposed rule

December 14, 2016, the Division of 6 Amendment No. 3 replaced and superseded the
change on May 5, 2017 under File No. SR–
Trading and Markets, for the proposed rule change as modified by Amendment BatsEDGA–2017–11. The Exchange subsequently
mstockstill on DSK30JT082PROD with NOTICES

No. 2. Amendment No. 2 had previously replaced
Commission pursuant to delegated and superseded the proposed rule change as
withdrew that filing on May 11, 2017 and filed this
authority, extended the time period for proposed rule change.
modified by Amendment No. 1. Amendment No. 1 4 15 U.S.C. 78s(b)(3)(A)(ii).
replaced and superseded the original filing in its
5 17 CFR 240.19b–4(f)(2).
1 15 U.S.C. 78s(b)(1). entirety.
2 17 7 17 CFR 200.30–3(a)(12). 6 Unless otherwise specified, capitalized terms
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 79201 8 See Securities Exchange Act Release No. 80579 used in this fee filing are defined as set forth herein,
(Oct. 31, 2016), 81 FR 76977 (Nov. 4, 2016) (SR– (May 2, 2017), 82 FR 21443 (May 8, 2017). the CAT Compliance Rule Series or in the CAT
NYSEArca–2016–120). 9 17 CFR 201.431. NMS Plan.

VerDate Sep<11>2014 18:32 May 31, 2017 Jkt 241001 PO 00000 Frm 00225 Fmt 4703 Sfmt 4703 E:\FR\FM\01JNN1.SGM 01JNN1
Document Created: 2017-06-01 03:04:50
Document Modified: 2017-06-01 03:04:50
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
Action		Notice.
Dates		The application was filed on February 22, 2017.
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).
FR Citation		82 FR 25446