82 FR 42374 - Northern Lights Fund Trust IV and Measured Risk Portfolios, Inc.

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 172 (September 7, 2017)

Page Range		42374-42375
FR Document		2017-18929
Federal Register, Volume 82 Issue 172 (Thursday, September 7, 2017)
[Federal Register Volume 82, Number 172 (Thursday, September 7, 2017)]
[Notices]
[Pages 42374-42375]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-18929]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 32803; 812-14797]


Northern Lights Fund Trust IV and Measured Risk Portfolios, Inc.

August 31, 2017.
AGENCY: Securities and Exchange Commission.

ACTION:  Notice.

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    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 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 IV (the ``Trust''), a Delaware 
statutory trust registered under the Act as an open-end management 
investment company, and Measured Risk Portfolios, Inc. (the ``Initial 
Adviser''), a California corporation 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 July 7, 2017 and amended on 
August 14, 2017 and August 25, 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 September 25, 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.

[[Page 42375]]


ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street NE., Washington, DC 20549-1090. Applicants: Jennifer Farrell, 
Secretary, Northern Lights Fund Trust IV, 80 Arkay Drive, Suite 110, 
Hauppauge, NY 11788.

FOR FURTHER INFORMATION CONTACT:  Courtney S. Thornton, Senior Counsel, 
at (202) 551-6812, 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 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. 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.\2\ 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.
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    \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 Initial Adviser, or 
any person controlling, controlled by or under common control with 
the Initial Adviser or its successors (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 Initial Adviser already has hired a subadviser for the 
Measured Risk Strategy Fund in compliance with section 15(a) of the 
Act.
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    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.\3\ 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.
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    \3\ 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'').
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    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. 2017-18929 Filed 9-6-17; 8:45 am]
 BILLING CODE P
42374 Federal Register / Vol. 82, No. 172 / Thursday, September 7, 2017 / Notices

file proposals that are substantially • Send an email to rule-comments@ SECURITIES AND EXCHANGE
similar to this proposal. sec.gov. Please include File Number SR– COMMISSION
The Exchange does not believe that C2–2017–024 on the subject line.
the proposed rule change imposes a [Investment Company Act Release No.
Paper Comments
burden on intramarket competition 32803; 812–14797]
because the proposed provisions apply • Send paper comments in triplicate
to all market participants equally. Northern Lights Fund Trust IV and
to Secretary, Securities and Exchange
Measured Risk Portfolios, Inc.
C. Self-Regulatory Organization’s Commission, 100 F Street NE.,
Statement on Comments on the Washington, DC 20549–1090. August 31, 2017.
Proposed Rule Change Received From All submissions should refer to File AGENCY: Securities and Exchange
Members, Participants, or Others Number SR–C2–2017–024. This file Commission.
number should be included on the ACTION: Notice.
The Exchange neither solicited nor
received comments on the proposed subject line if email is used. To help the
Notice of an application under section
rule change. Commission process and review your 6(c) of the Investment Company Act of
comments more efficiently, please use 1940 (‘‘Act’’) for an exemption from
III. Date of Effectiveness of the
only one method. The Commission will section 15(a) of the Act and rule 18f–2
Proposed Rule Change and Timing for
post all comments on the Commission’s under the Act, as well as from certain
Commission Action
Internet Web site (http://www.sec.gov/ disclosure requirements in rule 20a–1
Because the foregoing proposed rule rules/sro.shtml). Copies of the under the Act, Item 19(a)(3) of Form N–
change does not: (i) Significantly affect submission, all subsequent 1A, Items 22(c)(1)(ii), 22(c)(1)(iii),
the protection of investors or the public amendments, all written statements 22(c)(8) and 22(c)(9) of Schedule 14A
interest; (ii) impose any significant with respect to the proposed rule under the Securities Exchange Act of
burden on competition; and (iii) become change that are filed with the 1934, and sections 6–07(2)(a), (b), and
operative for 30 days from the date on Commission, and all written (c) of Regulation S–X (‘‘Disclosure
which it was filed, or such shorter time communications relating to the Requirements’’). The requested
as the Commission may designate, it has proposed rule change between the exemption would permit an investment
become effective pursuant to Section Commission and any person, other than adviser to hire and replace certain
19(b)(3)(A)(iii) of the Act 17 and those that may be withheld from the subadvisers without shareholder
subparagraph (f)(6) of Rule 19b–4 public in accordance with the approval and grant relief from the
thereunder.18 provisions of 5 U.S.C. 552, will be Disclosure Requirements as they relate
At any time within 60 days of the available for Web site viewing and to fees paid to the subadvisers.
filing of the proposed rule change, the printing in the Commission’s Public APPLICANTS: Northern Lights Fund Trust
Commission summarily may Reference Room, 100 F Street NE., IV (the ‘‘Trust’’), a Delaware statutory
temporarily suspend such rule change if Washington, DC 20549 on official trust registered under the Act as an
it appears to the Commission that such business days between the hours of open-end management investment
action is: (i) Necessary or appropriate in company, and Measured Risk Portfolios,
10:00 a.m. and 3:00 p.m. Copies of such
the public interest; (ii) for the protection Inc. (the ‘‘Initial Adviser’’), a California
filing also will be available for
of investors; or (iii) otherwise in corporation registered as an investment
furtherance of the purposes of the Act. inspection and copying at the principal
office of the Exchange. All comments adviser under the Investment Advisers
If the Commission takes such action, the Act of 1940 (collectively with the Trust,
Commission shall institute proceedings received will be posted without change;
the ‘‘Applicants’’).
to determine whether the proposed rule the Commission does not edit personal
identifying information from FILING DATES: The application was filed
should be approved or disapproved. on July 7, 2017 and amended on August
submissions. You should submit only
IV. Solicitation of Comments information that you wish to make 14, 2017 and August 25, 2017.
available publicly. All submissions HEARING OR NOTIFICATION OF HEARING: An
Interested persons are invited to
should refer to File Number SR–C2– order granting the application will be
submit written data, views, and
2017–024, and should be submitted on issued unless the Commission orders a
arguments concerning the foregoing,
or before September 28, 2017. hearing. Interested persons may request
including whether the proposed rule
a hearing by writing to the
change is consistent with the Act. For the Commission, by the Division of Commission’s Secretary and serving
Comments may be submitted by any of Trading and Markets, pursuant to delegated applicants with a copy of the request,
the following methods: authority.19 personally or by mail. Hearing requests
Electronic Comments Eduardo A. Aleman, should be received by the Commission
Assistant Secretary. by 5:30 p.m. on September 25, 2017,
• Use the Commission’s Internet and should be accompanied by proof of
[FR Doc. 2017–19003 Filed 9–6–17; 8:45 am]
comment form (http://www.sec.gov/ service on the applicants, in the form of
rules/sro.shtml); or BILLING CODE 8011–01–P
an affidavit or, for lawyers, a certificate
of service. Pursuant to rule 0–5 under
17 15 U.S.C. 78s(b)(3)(A)(iii). the Act, hearing requests should state
mstockstill on DSK30JT082PROD with NOTICES

18 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6) requires a self-regulatory organization to give
the nature of the writer’s interest, any
the Commission written notice of its intent to file facts bearing upon the desirability of a
the proposed rule change, along with a brief hearing on the matter, the reason for the
description and text of the proposed rule change, request, and the issues contested.
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
Persons who wish to be notified of a
as designated by the Commission. The Exchange hearing may request notification by
has satisfied this requirement. 19 17 CFR 200.30–3(a)(12). writing to the Commission’s Secretary.

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Document Created: 2017-09-07 02:02:00
Document Modified: 2017-09-07 02:02:00
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 July 7, 2017 and amended on August 14, 2017 and August 25, 2017.
Contact		Courtney S. Thornton, Senior Counsel, at (202) 551-6812, or Robert H. Shapiro, Branch Chief, at (202) 551- 6821 (Division of Investment Management, Chief Counsel's Office).
FR Citation		82 FR 42374