83 FR 53343 - Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To List and Trade Shares of the FormulaFolios Sector Rotation ETF, a Series of the Northern Lights Fund Trust IV, Under Rule 14.11(i), Managed Fund Shares
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 204 (October 22, 2018)
Federal Register Volume 83, Issue 204 (October 22, 2018)
| Page Range | 53343-53347 | |
| FR Document | 2018-22909 |
[Federal Register Volume 83, Number 204 (Monday, October 22, 2018)] [Notices] [Pages 53343-53347] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-22909] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-84438; File No. SR-CboeBZX-2018-076] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change To List and Trade Shares of the FormulaFolios Sector Rotation ETF, a Series of the Northern Lights Fund Trust IV, Under Rule 14.11(i), Managed Fund Shares October 16, 2018. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on October 2, 2018, Cboe BZX Exchange, Inc. (the ``Exchange'' or ``BZX'') filed with the Securities and Exchange Commission (``Commission'') the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange filed a proposal to list and trade shares of the FormulaFolios Sector Rotation ETF (the ``Fund''), a series of the Northern Lights Fund Trust IV (the ``Trust''), under Rule 14.11(i) (``Managed Fund Shares''). The shares of the Fund are referred to herein as the ``Shares.'' The text of the proposed rule change is available at the Exchange's website at www.markets.cboe.com, at the principal office of the Exchange, and at the Commission's Public Reference Room. II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to list and trade the Shares under Rule 14.11(i), which governs the listing and trading of Managed Fund Shares on the Exchange.\3\ The Fund will be an actively managed exchange- traded fund that seeks to provide a long-term total return which exceeds the total return of its Primary Benchmark Index, as further described below. The Exchange submits this proposal in order to allow the Fund to hold over-the-counter (``OTC'') derivatives, in a manner that may not comply with Rule 14.11(i)(4)(C)(v),\4\ as further described below. Otherwise, the Fund will comply with all other listing requirements on an initial and continued listing basis under Rule 14.11(i). --------------------------------------------------------------------------- \3\ The Commission originally approved BZX Rule 14.11(i) in Securities Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 (September 6, 2011) (SR-BATS-2011-018) and subsequently approved generic listing standards for Managed Fund Shares under Rule 14.11(i) in Securities Exchange Act Release No. 78396 (July 22, 2016), 81 FR 49698 (July 28, 2016) (SR-BATS-2015-100). \4\ Rule 14.11(i)(4)(C)(v) provides that ``the portfolio may, on both an initial and continuing basis, hold OTC derivatives, including forwards, options, and swaps on commodities, currencies and financial instruments (e.g., stocks, fixed income, interest rates, and volatility) or a basket or index of any of the foregoing, however the aggregate gross notional value of OTC Derivatives shall not exceed 20% of the weight of the portfolio (including gross notional exposures).'' The Exchange is proposing that the Fund be exempt from this requirement only as it relates to the Fund's holdings in OTC derivatives, which include total return swaps and certain Inflation Swaps and interest rate swaps, as further described below. --------------------------------------------------------------------------- The Shares will be offered by the Trust, which was established as a Delaware statutory trust on June 2, 2015. FormulaFolio Investments, LLC (the ``Adviser'') is the investment adviser to the Fund. The Trust is registered with the Commission as an open-end investment company and has filed a registration statement on behalf of the Fund on Form N-1A (``Registration Statement'') with the Commission.\5\ --------------------------------------------------------------------------- \5\ See Registration Statement on Form N-1A for the Trust, dated July 27, 2018 (File Nos. 333-204808 and 811-23066). The descriptions of the Fund and the Shares contained herein are based, in part, on information in the Registration Statement. The Commission has issued an order granting certain exemptive relief to the Trust under the Investment Company Act of 1940 (15 U.S.C. 80a-1) (``1940 Act'') (the ``Exemptive Order''). See Investment Company Act Release No. 29571 (May 16, 2017) (File No. 812-32367). --------------------------------------------------------------------------- Rule 14.11(i)(7) provides that, if the investment adviser to the investment company issuing Managed Fund Shares is affiliated with a broker-dealer, such investment adviser shall erect and maintain a ``fire wall'' between the investment adviser and the broker-dealer with respect to access to information concerning the composition and/or changes to such investment company portfolio.\6\ In addition, Rule [[Page 53344]] 14.11(i)(7) further requires that personnel who make decisions on the investment company's portfolio composition must be subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the applicable investment company portfolio. Rule 14.11(i)(7) is similar to Rule 14.11(b)(5)(A)(i), however, Rule 14.11(i)(7) in connection with the establishment of a ``fire wall'' between the investment adviser and the broker-dealer reflects the applicable open-end fund's portfolio, not an underlying benchmark index, as is the case with index-based funds. The Adviser is not a registered broker-dealer and is not currently affiliated with any broker-dealers. In addition, Adviser personnel who make decisions regarding the Fund's portfolio are subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the Fund's portfolio. In the event that (a) the Adviser becomes registered as a broker-dealer or newly affiliated with a broker-dealer, or (b) any new adviser or sub-adviser is a registered broker-dealer or becomes affiliated with a broker-dealer, it will implement and maintain a fire wall with respect to its relevant personnel or such broker-dealer affiliate, as applicable, regarding access to information concerning the composition and/or changes to the portfolio, and will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding such portfolio. --------------------------------------------------------------------------- \6\ An investment adviser to an open-end fund is required to be registered under the Investment Advisers Act of 1940 (the ``Advisers Act''). As a result, the Adviser and its related personnel are subject to the provisions of Rule 204A-1 under the Advisers Act relating to codes of ethics. This Rule requires investment advisers to adopt a code of ethics that reflects the fiduciary nature of the relationship to clients as well as compliance with other applicable securities laws. Accordingly, procedures designed to prevent the communication and misuse of non-public information by an investment adviser must be consistent with Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under the Advisers Act makes it unlawful for an investment adviser to provide investment advice to clients unless such investment adviser has (i) adopted and implemented written policies and procedures reasonably designed to prevent violation, by the investment adviser and its supervised persons, of the Advisers Act and the Commission rules adopted thereunder; (ii) implemented, at a minimum, an annual review regarding the adequacy of the policies and procedures established pursuant to subparagraph (i) above and the effectiveness of their implementation; and (iii) designated an individual (who is a supervised person) responsible for administering the policies and procedures adopted under subparagraph (i) above. --------------------------------------------------------------------------- The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended. FormulaFolios Sector Rotation ETF According to the Registration Statement, the Fund will be an actively managed exchange-traded fund that will seek to provide a long- term total return which exceeds the total return of its Primary Benchmark Index.\7\ The Fund seeks to achieve its investment objective, under Normal Market Conditions,\8\ by utilizing derivatives, or a combination of derivatives and direct investments, to gain 100% equity exposure. --------------------------------------------------------------------------- \7\ The Fund's Primary Benchmark Index is the S&P 500 Index. \8\ As defined in Rule 14.11(i)(3)(E), the term ``Normal Market Conditions'' includes, but is not limited to, the absence of trading halts in the applicable financial markets generally; operational issues causing dissemination of inaccurate market information or system failures; or force majeure type events such as natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption, or any similar intervening circumstance. --------------------------------------------------------------------------- The Adviser allocates the Fund's assets based on two proprietary investment models. The Adviser's first investment model identifies trends for the individual sectors within its Primary Benchmark Index. Each month, the model analyzes the strength of the US economy and ranks the sectors of its Primary Benchmark Index based on a blend of various technical momentum indicators, volatility gauges, and valuation multiples. When the economy appears healthy, sectors with the highest risk-adjusted returns (lower volatility and higher price momentum) and the lowest valuations (lower price ratios) are ranked higher. When the economy appears unhealthy, sectors with more stable price movements and lower volatility are ranked higher. The Fund invests in the top four sectors in an equal weight. In order to achieve such exposure, the Fund will use OTC swap contracts that reference each applicable sector index (``Sector Swaps'').\9\ --------------------------------------------------------------------------- \9\ The Fund will attempt to limit counterparty risk in non- cleared swap contracts by entering into such contracts only with counterparties the Adviser believes are creditworthy and by limiting the Fund's exposure to each counterparty. The Adviser will monitor the creditworthiness of each counterparty and the Fund's exposure to each counterparty on an ongoing basis. The Sector Swaps will reference the individual sector indices that underlie the Primary Benchmark Index, which include S&P 500 Consumer Discretionary, S&P 500 Consumer Staples, S&P 500 Health Care, S&P 500 Industrials, S&P 500 Information Technology, S&P 500 Materials, S&P 500 Real Estate, S&P 500 Telecommunication Services, S&P 500 Utilities, S&P 500 Financials, and S&P 500 Energy (each a ``Primary Benchmark Sector Index'' and, collectively, the ``Primary Benchmark Sector Indexes''). --------------------------------------------------------------------------- In the event that such Sector Swaps are unavailable or the pricing for such contracts are unfavorable, the Fund may attempt to replicate the desired equity exposure by purchasing some or all of the equity securities that are listed on a U.S. national securities exchange, including ETFs,\10\ comprising the model weights at the time.\11\ If the model indicates the market is doing poorly, and if not enough sectors pass the screening criteria, the Fund can invest a portion or all of its assets in cash or Cash Equivalents.\12\ The Exchange is proposing to allow the Fund to hold up to 75% of the weight of its portfolio (including gross notional exposure) in Sector Swaps, collectively, in a manner that may not comply with 14.11(i)(4)(C)(v),\13\ as discussed above. --------------------------------------------------------------------------- \10\ For purposes of this proposal, the term ETF includes Portfolio Depositary Receipts, Index Fund Shares, and Managed Fund Shares as defined in Rule 14.11(b), (c), and (i), respectively, and their equivalents on other national securities exchanges. \11\ Such equity securities may include either component securities of the Primary Benchmark Index, ETFs based on the Primary Benchmark Index, or ETFs based on the sectors underlying the Primary Benchmark Index. Any such holdings will meet the listing requirements for U.S. Component Stocks as provided in Rule 14.11(i)(4)(C)(i)(a). \12\ As defined in Exchange Rule 14.11(i)(4)(C)(iii)(b), Cash Equivalents are short-term instruments with maturities of less than three months, which includes only the following: (i) U.S. Government securities, including bills, notes, and bonds differing as to maturity and rates of interest, which are either issued or guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities; (ii) certificates of deposit issued against funds deposited in a bank or savings and loan association; (iii) bankers acceptances, which are short-term credit instruments used to finance commercial transactions; (iv) repurchase agreements and reverse repurchase agreements; (v) bank time deposits, which are monies kept on deposit with banks or savings and loan associations for a stated period of time at a fixed rate of interest; (vi) commercial paper, which are short-term unsecured promissory notes; and (vii) money market funds. \13\ See supra note 4. --------------------------------------------------------------------------- The Adviser's second investment model is used to manage an active bond allocation exclusively through holding fixed income ETFs. This model analyzes various major fixed income asset classes (U.S. treasuries, investment grade U.S. bonds, high-yield U.S. bonds, high- yield municipal bonds, and floating rate bonds) based on a blend of yield spreads, interest rates, and price momentum. Following the ranking process, the Fund will invest in ETFs based on the highest- ranked asset classes, with the lowest ranked asset classes left out of the Fund.\14\ When not enough of the asset classes meet the model's criteria, the Fund may invest heavily in cash or Cash Equivalents until more asset classes become favorable for investing. --------------------------------------------------------------------------- \14\ All of the Fund's investments made pursuant to this second investment model will meet the listing requirements for U.S. equity securities as provided in Rule 14.11(i)(4)(C)(i)(a). --------------------------------------------------------------------------- The Fund's investments, including derivatives, will be consistent with the 1940 Act and the Fund's investment objective and policies and will not be used to enhance leverage (although certain derivatives and other investments may result in leverage).\15\ [[Page 53345]] That is, while the Fund will be permitted to borrow as permitted under the 1940 Act, the Fund's investments will not be used to seek performance that is the multiple or inverse multiple (i.e., 2Xs and 3Xs) of the Fund's primary broad-based securities benchmark index (as defined in Form N-1A). The Fund will only use those derivatives included in the defined term Sector Swaps. The Fund's use of derivative instruments will be collateralized. --------------------------------------------------------------------------- \15\ The Fund will include appropriate risk disclosure in its offering documents, including leveraging risk. Leveraging risk is the risk that certain transactions of a fund, including a fund's use of derivatives, may give rise to leverage, causing a fund to be more volatile than if it had not been leveraged. The Fund's investments in in derivative instruments will be made in accordance with the 1940 Act and consistent with the Fund's investment objective and policies. To mitigate leveraging risk, the Fund will segregate or earmark liquid assets determined to be liquid by the Adviser in accordance with procedures established by the Trust's Board and in accordance with the 1940 Act (or, as permitted by applicable regulations, enter into certain offsetting positions) to cover its obligations under derivative instruments. These procedures have been adopted consistent with Section 18 of the 1940 Act and related Commission guidance. See 15 U.S.C. 80a-18; Investment Company Act Release No. 10666 (April 18, 1979), 44 FR 25128 (April 27, 1979); Dreyfus Strategic Investing, Commission No-Action Letter (June 22, 1987); Merrill Lynch Asset Management, L.P., Commission No-Action Letter (July 2, 1996). --------------------------------------------------------------------------- As noted above, the Fund may also hold certain equity securities and cash and Cash Equivalents in compliance with Rules 14.11(i)(4)(C)(i)(a) and 14.11(i)(4)(C)(iii). The Exchange represents that, except for the exception to BZX Rule 14.11(i)(4)(C)(v) described above, the Fund's proposed investments will satisfy, on an initial and continued listing basis, all of the generic listing standards under BZX Rule 14.11(i)(4)(C) and all other applicable requirements for Managed Fund Shares under Rule 14.11(i). The Trust is required to comply with Rule 10A-3 under the Act for the initial and continued listing of the Shares of the Fund. In addition, the Exchange represents that the Shares of the Fund will comply with all other requirements applicable to Managed Fund Shares including, but not limited to, requirements relating to the dissemination of key information such as the Disclosed Portfolio, Net Asset Value, and the Intraday Indicative Value, rules governing the trading of equity securities, trading hours, trading halts, surveillance, firewalls, and the information circular, as set forth in Exchange rules applicable to Managed Fund Shares and the orders approving such rules. At least 100,000 Shares will be outstanding upon the commencement of trading. Moreover, all of the equity securities held by the Fund will trade on markets that are a member of Intermarket Surveillance Group (``ISG'') or affiliated with a member of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement.\16\ Additionally, the Exchange or FINRA, on behalf of the Exchange, are able to access, as needed, trade information for certain Cash Equivalents reported to FINRA's Trade Reporting and Compliance Engine (``TRACE''). All statements and representations made in this filing regarding the description of the portfolio or reference assets, limitations on portfolio holdings or reference assets, dissemination and availability of index, reference asset, and intraday indicative values, and the applicability of Exchange rules specified in this filing shall constitute continued listing requirements for the Fund. The issuer has represented to the Exchange that it will advise the Exchange of any failure by the Fund or the Shares to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Act, the Exchange will surveil for compliance with the continued listing requirements. If the Fund or the Shares are not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under Exchange Rule 14.12. --------------------------------------------------------------------------- \16\ For a list of the current members and affiliate members of ISG, see www.isgportal.com. The Exchange notes that not all components of the Disclosed Portfolio for the Fund may trade on markets that are members of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. --------------------------------------------------------------------------- Availability of Information As noted above, the Fund will comply with the requirements for Managed Fund Shares related to Disclosed Portfolio, Net Asset Value, and the Intraday Indicative Value. Additionally, the intra-day, closing and settlement prices of exchange-traded portfolio assets, including equity securities, will be readily available from the securities exchanges trading such securities, automated quotation systems, published or other public sources, or online information services such as Bloomberg or Reuters. Intraday price quotations on OTC swaps and fixed income instruments are available from major broker-dealer firms and from third-parties, which may provide prices free with a time delay or in real-time for a paid fee. Price information for Cash Equivalents will be available from major market data vendors. The Disclosed Portfolio will be available on the issuer's website free of charge. The Fund's website includes a form of the prospectus for the Fund and additional information related to NAV and other applicable quantitative information. Information regarding market price and trading volume of the Shares will be continuously available throughout the day on brokers' computer screens and other electronic services. Quotation and last sale information on the Shares will be available through the Consolidated Tape Association. Information regarding the previous day's closing price and trading volume for the Shares will be published daily in the financial section of newspapers. Trading in the Shares may be halted for market conditions or for reasons that, in the view of the Exchange, make trading inadvisable. The Exchange deems the Shares to be equity securities, thus rendering trading in the Shares subject to the Exchange's existing rules governing the trading of equity securities. The Exchange has appropriate rules to facilitate trading in the shares during all trading sessions. Information Circular Prior to the commencement of trading, the Exchange will inform its members in an Information Circular of the special characteristics and risks associated with trading the Shares. Specifically, the Information Circular will discuss the following: (1) The procedures for purchases and redemptions of Shares in Creation Units (and that Shares are not individually redeemable); (2) BZX Rule 3.7, which imposes suitability obligations on Exchange members with respect to recommending transactions in the Shares to customers; (3) how information regarding the Intraday Indicative Value and the Disclosed Portfolio is disseminated; (4) the risks involved in trading the Shares during the Pre-Opening \17\ and After Hours Trading Sessions \18\ when an updated Intraday Indicative Value and Underlying Index value will not be calculated or publicly disseminated; (5) the requirement that members deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction; and (6) trading information. --------------------------------------------------------------------------- \17\ The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m. Eastern Time. \18\ The After Hours Trading Session is from 4:00 p.m. to 5:00 p.m. Eastern Time. --------------------------------------------------------------------------- In addition, the Information Circular will advise members, prior to the commencement of trading, of the prospectus delivery requirements applicable to the Fund. Members purchasing Shares from the Fund for resale to investors will deliver a prospectus to such investors. The Information Circular will also discuss any exemptive, no-action and interpretive relief granted by the Commission from any rules under the Act. In addition, the Information Circular will reference that the Fund is subject [[Page 53346]] to various fees and expenses described in the Registration Statement. The Information Circular will also disclose the trading hours of the Shares of the Fund and the applicable NAV calculation time for the Shares. The Information Circular will disclose that information about the Shares of the Fund will be publicly available on the Fund's website. 2. Statutory Basis The Exchange believes that the proposal is consistent with Section 6(b) of the Act \19\ in general and Section 6(b)(5) of the Act \20\ in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest. --------------------------------------------------------------------------- \19\ 15 U.S.C. 78f. \20\ 15 U.S.C. 78f(b)(5). --------------------------------------------------------------------------- The Exchange believes that the proposed rule change is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in general, to protect investors and the public interest in that the Shares will meet each of the initial and continued listing criteria in BZX Rule 14.11(i) except that the Fund may not comply with Rule 14.11(i)(4)(C)(v).\21\ The Exchange believes that the size and liquidity of the securities underlying the Primary Benchmark Index and each of the Primary Benchmark Index Sectors mitigates manipulation concerns relating to Sector Swaps held by the Fund.\22\ Further, the Fund will attempt to limit counterparty risk in Sector Swaps by entering into such contracts only with counterparties the Adviser believes are creditworthy and by limiting the Fund's exposure to each counterparty. The Adviser will monitor the creditworthiness of each counterparty and the Fund's exposure to each counterparty on an ongoing basis. The Exchange also notes that notional principal never changes hands in such swaps transactions, and it is a theoretical value used to base the exchanged payments. A more accurate representation of the swaps value in order to monitor total counterparty risk would be the mark-to market value of the swap since inception, which the Adviser generally expects to remain at around 10% of the Fund's net assets.\23\ --------------------------------------------------------------------------- \21\ See supra note 4. \22\ The Exchange notes that the Primary Benchmark Index and each Primary Benchmark Sector Index separately meet the generic listing standards applicable to Index Fund Shares under Rule 14.11(c)(3)(A)(i). \23\ The Exchange notes that the Trust, on behalf of the Fund, will file a notice of eligibility for exclusion from the definition of the term ``commodity pool operator'' in accordance with CFTC Rule 4.5, and, therefore, the Fund would not be subject to registration or regulation as a commodity pool operator under the Commodity Exchange Act (``CEA'') to the extent that it complies with the requirements of the rule. To the extent that the Fund makes investments regulated by the CFTC, it will do so in accordance with Rule 4.5 under the CEA. --------------------------------------------------------------------------- Trading of the Shares through the Exchange will be subject to the Exchange's surveillance procedures for derivative products, including Managed Fund Shares. All of the equity securities held by the Fund will trade on markets that are a member of ISG or affiliated with a member of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. The Exchange, FINRA, on behalf of the Exchange, or both will communicate regarding trading in the Shares and the underlying equity securities held by the Fund with the ISG, other markets or entities who are members or affiliates of the ISG, or with which the Exchange has entered into a comprehensive surveillance sharing agreement.\24\ The Exchange, FINRA, on behalf of the Exchange, or both may obtain information regarding trading in the Shares and the underlying equity securities held by the Fund via the ISG from other markets or entities who are members or affiliates of the ISG or with which the Exchange has entered into a comprehensive surveillance sharing agreement.\25\ Additionally, the Exchange or FINRA, on behalf of the Exchange, may access, as needed, trade information for certain fixed income instruments reported to TRACE. The Exchange has a policy prohibiting the distribution of material non-public information by its employees. --------------------------------------------------------------------------- \24\ See note 19 [sic], supra. \25\ See note 19 [sic], supra. --------------------------------------------------------------------------- The Exchange notes that the Fund will meet and be subject to all other requirements of the Generic Listing Rules and other applicable continued listing requirements for Managed Fund Shares under Rule 14.11(i), including those requirements regarding the Disclosed Portfolio and the requirement that the Disclosed Portfolio and the NAV will be made available to all market participants at the same time,\26\ Intraday Indicative Value,\27\ suspension of trading or removal,\28\ trading halts,\29\ disclosure,\30\ and firewalls.\31\ Further, at least 100,000 Shares will be outstanding upon the commencement of trading.\32\ --------------------------------------------------------------------------- \26\ See Rules 14.11(i)(4)(A)(ii) and 14.11(i)(4)(B)(ii). \27\ See Rule 14.11(i)(4)(B)(i). \28\ See Rule 14.11(i)(4)(B)(iii). \29\ See Rule 14.11(i)(4)(B)(iv). \30\ See Rule 14.11(i)(6). \31\ See Rule 14.11(i)(7). \32\ See Rule 14.11(i)(4)(A)(i). --------------------------------------------------------------------------- For the above reasons, the Exchange believes that the proposed rule change is consistent with the requirements of Section 6(b)(5) of the Act. B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. The Exchange notes that the proposed rule change, rather will facilitate the listing and trading of an additional actively-managed exchange-traded product that will enhance competition among both market participants and listing venues, to the benefit of investors and the marketplace. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange has neither solicited nor received written comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) by order approve or disapprove the proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: [[Page 53347]] Electronic CommentsUse the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or Send an email to rule-comments@sec.gov. Please include File Number SR-CboeBZX-2018-076 on the subject line. Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090. All submissions should refer to File Number SR-CboeBZX-2018-076. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's internet website (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission's Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of this filing will also be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-CboeBZX-2018-076 and should be submitted on or before November 13, 2018. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\33\ --------------------------------------------------------------------------- \33\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-22909 Filed 10-19-18; 8:45 am] BILLING CODE 8011-01-P
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limitations in section 12(d)(1)(A) and change as described in Items I and II comply with Rule 14.11(i)(4)(C)(v),4 as
permit the Master Fund, and any below, which Items have been prepared further described below. Otherwise, the
principal underwriter for the Master by the Exchange. The Commission is Fund will comply with all other listing
Fund, to sell shares of the Master Fund publishing this notice to solicit requirements on an initial and
to the Feeder Fund beyond the comments on the proposed rule change continued listing basis under Rule
limitations in section 12(d)(1)(B). from interested persons. 14.11(i).
10. Section 6(c) of the Act permits the The Shares will be offered by the
Commission to exempt any persons or I. Self-Regulatory Organization’s Trust, which was established as a
transactions from any provision of the Statement of the Terms of Substance of Delaware statutory trust on June 2, 2015.
Act if such exemption is necessary or the Proposed Rule Change FormulaFolio Investments, LLC (the
appropriate in the public interest and The Exchange filed a proposal to list ‘‘Adviser’’) is the investment adviser to
consistent with the protection of and trade shares of the FormulaFolios the Fund. The Trust is registered with
investors and the purposes fairly Sector Rotation ETF (the ‘‘Fund’’), a the Commission as an open-end
intended by the policy and provisions of series of the Northern Lights Fund Trust investment company and has filed a
the Act. Section 12(d)(1)(J) of the Act IV (the ‘‘Trust’’), under Rule 14.11(i) registration statement on behalf of the
provides that the Commission may (‘‘Managed Fund Shares’’). The shares of Fund on Form N–1A (‘‘Registration
exempt any person, security, or Statement’’) with the Commission.5
the Fund are referred to herein as the
transaction, or any class or classes of Rule 14.11(i)(7) provides that, if the
‘‘Shares.’’
persons, securities, or transactions, from investment adviser to the investment
any provision of section 12(d)(1) if the The text of the proposed rule change company issuing Managed Fund Shares
exemption is consistent with the public is available at the Exchange’s website at is affiliated with a broker-dealer, such
interest and the protection of investors. www.markets.cboe.com, at the principal investment adviser shall erect and
Section 17(b) of the Act authorizes the office of the Exchange, and at the maintain a ‘‘fire wall’’ between the
Commission to grant an order Commission’s Public Reference Room. investment adviser and the broker-
permitting a transaction otherwise II. Self-Regulatory Organization’s dealer with respect to access to
prohibited by section 17(a) if it finds Statement of the Purpose of, and information concerning the composition
that (a) the terms of the proposed Statutory Basis for, the Proposed Rule and/or changes to such investment
transaction are fair and reasonable and Change company portfolio.6 In addition, Rule
do not involve overreaching on the part
of any person concerned; (b) the In its filing with the Commission, the 4 Rule 14.11(i)(4)(C)(v) provides that ‘‘the
proposed transaction is consistent with portfolio may, on both an initial and continuing
Exchange included statements basis, hold OTC derivatives, including forwards,
the policies of each registered concerning the purpose of and basis for options, and swaps on commodities, currencies and
investment company involved; and (c) the proposed rule change and discussed financial instruments (e.g., stocks, fixed income,
the proposed transaction is consistent any comments it received on the interest rates, and volatility) or a basket or index of
with the general purposes of the Act. any of the foregoing, however the aggregate gross
proposed rule change. The text of these notional value of OTC Derivatives shall not exceed
For the Commission, by the Division of statements may be examined at the 20% of the weight of the portfolio (including gross
Investment Management, under delegated places specified in Item IV below. The notional exposures).’’ The Exchange is proposing
authority. Exchange has prepared summaries, set that the Fund be exempt from this requirement only
as it relates to the Fund’s holdings in OTC
Eduardo A. Aleman, forth in Sections A, B, and C below, of derivatives, which include total return swaps and
Assistant Secretary. the most significant parts of such certain Inflation Swaps and interest rate swaps, as
[FR Doc. 2018–22996 Filed 10–19–18; 8:45 am] statements. further described below.
5 See Registration Statement on Form N–1A for
BILLING CODE 8011–01–P
A. Self-Regulatory Organization’s the Trust, dated July 27, 2018 (File Nos. 333–
Statement of the Purpose of, and 204808 and 811–23066). The descriptions of the
Statutory Basis for, the Proposed Rule Fund and the Shares contained herein are based, in
SECURITIES AND EXCHANGE part, on information in the Registration Statement.
Change
COMMISSION The Commission has issued an order granting
1. Purpose certain exemptive relief to the Trust under the
[Release No. 34–84438; File No. SR– Investment Company Act of 1940 (15 U.S.C. 80a–
CboeBZX–2018–076] 1) (‘‘1940 Act’’) (the ‘‘Exemptive Order’’). See
The Exchange proposes to list and Investment Company Act Release No. 29571 (May
Self-Regulatory Organizations; Cboe trade the Shares under Rule 14.11(i), 16, 2017) (File No. 812–32367).
BZX Exchange, Inc.; Notice of Filing of which governs the listing and trading of 6 An investment adviser to an open-end fund is
a Proposed Rule Change To List and Managed Fund Shares on the required to be registered under the Investment
Exchange.3 The Fund will be an actively Advisers Act of 1940 (the ‘‘Advisers Act’’). As a
Trade Shares of the FormulaFolios result, the Adviser and its related personnel are
Sector Rotation ETF, a Series of the managed exchange-traded fund that subject to the provisions of Rule 204A–1 under the
Northern Lights Fund Trust IV, Under seeks to provide a long-term total return Advisers Act relating to codes of ethics. This Rule
Rule 14.11(i), Managed Fund Shares which exceeds the total return of its requires investment advisers to adopt a code of
Primary Benchmark Index, as further ethics that reflects the fiduciary nature of the
relationship to clients as well as compliance with
October 16, 2018. described below. The Exchange submits other applicable securities laws. Accordingly,
Pursuant to Section 19(b)(1) of the this proposal in order to allow the Fund procedures designed to prevent the communication
Securities Exchange Act of 1934 (the to hold over-the-counter (‘‘OTC’’) and misuse of non-public information by an
‘‘Act’’),1 and Rule 19b–4 thereunder,2 derivatives, in a manner that may not investment adviser must be consistent with Rule
204A–1 under the Advisers Act. In addition, Rule
notice is hereby given that on October
daltland on DSKBBV9HB2PROD with NOTICES
206(4)–7 under the Advisers Act makes it unlawful
2, 2018, Cboe BZX Exchange, Inc. (the 3 The Commission originally approved BZX Rule for an investment adviser to provide investment
‘‘Exchange’’ or ‘‘BZX’’) filed with the 14.11(i) in Securities Exchange Act Release No. advice to clients unless such investment adviser has
Securities and Exchange Commission 65225 (August 30, 2011), 76 FR 55148 (September (i) adopted and implemented written policies and
6, 2011) (SR–BATS–2011–018) and subsequently procedures reasonably designed to prevent
(‘‘Commission’’) the proposed rule approved generic listing standards for Managed violation, by the investment adviser and its
Fund Shares under Rule 14.11(i) in Securities supervised persons, of the Advisers Act and the
1 15 U.S.C. 78s(b)(1). Exchange Act Release No. 78396 (July 22, 2016), 81 Commission rules adopted thereunder; (ii)
2 17 CFR 240.19b–4. FR 49698 (July 28, 2016) (SR–BATS–2015–100). Continued
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![53346 Federal Register / Vol. 83, No. 204 / Monday, October 22, 2018 / Notices
to various fees and expenses described principal never changes hands in such market participants at the same time,26
in the Registration Statement. The swaps transactions, and it is a Intraday Indicative Value,27 suspension
Information Circular will also disclose theoretical value used to base the of trading or removal,28 trading halts,29
the trading hours of the Shares of the exchanged payments. A more accurate disclosure,30 and firewalls.31 Further, at
Fund and the applicable NAV representation of the swaps value in least 100,000 Shares will be outstanding
calculation time for the Shares. The order to monitor total counterparty risk upon the commencement of trading.32
Information Circular will disclose that would be the mark-to market value of For the above reasons, the Exchange
information about the Shares of the the swap since inception, which the believes that the proposed rule change
Fund will be publicly available on the Adviser generally expects to remain at is consistent with the requirements of
Fund’s website. around 10% of the Fund’s net assets.23 Section 6(b)(5) of the Act.
Trading of the Shares through the
2. Statutory Basis Exchange will be subject to the B. Self-Regulatory Organization’s
The Exchange believes that the Exchange’s surveillance procedures for Statement on Burden on Competition
proposal is consistent with Section 6(b) derivative products, including Managed The Exchange does not believe that
of the Act 19 in general and Section Fund Shares. All of the equity securities the proposed rule change will impose
6(b)(5) of the Act 20 in particular in that held by the Fund will trade on markets any burden on competition that is not
it is designed to prevent fraudulent and that are a member of ISG or affiliated necessary or appropriate in furtherance
manipulative acts and practices, to with a member of ISG or with which the of the purpose of the Act. The Exchange
promote just and equitable principles of Exchange has in place a comprehensive notes that the proposed rule change,
trade, to foster cooperation and surveillance sharing agreement. The rather will facilitate the listing and
coordination with persons engaged in Exchange, FINRA, on behalf of the trading of an additional actively-
facilitating transactions in securities, to Exchange, or both will communicate managed exchange-traded product that
remove impediments to and perfect the regarding trading in the Shares and the will enhance competition among both
mechanism of a free and open market underlying equity securities held by the market participants and listing venues,
and a national market system and, in Fund with the ISG, other markets or to the benefit of investors and the
general, to protect investors and the entities who are members or affiliates of marketplace.
public interest. the ISG, or with which the Exchange has
The Exchange believes that the C. Self-Regulatory Organization’s
entered into a comprehensive
proposed rule change is designed to Statement on Comments on the
surveillance sharing agreement.24 The
prevent fraudulent and manipulative Proposed Rule Change Received From
Exchange, FINRA, on behalf of the
acts and practices, to promote just and Members, Participants, or Others
Exchange, or both may obtain
equitable principles of trade, to foster information regarding trading in the The Exchange has neither solicited
cooperation and coordination with Shares and the underlying equity nor received written comments on the
persons engaged in facilitating securities held by the Fund via the ISG proposed rule change.
transactions in securities, to remove from other markets or entities who are
impediments to and perfect the III. Date of Effectiveness of the
members or affiliates of the ISG or with Proposed Rule Change and Timing for
mechanism of a free and open market which the Exchange has entered into a
and a national market system and, in Commission Action
comprehensive surveillance sharing
general, to protect investors and the agreement.25 Additionally, the Within 45 days of the date of
public interest in that the Shares will Exchange or FINRA, on behalf of the publication of this notice in the Federal
meet each of the initial and continued Exchange, may access, as needed, trade Register or within such longer period
listing criteria in BZX Rule 14.11(i) information for certain fixed income up to 90 days (i) as the Commission may
except that the Fund may not comply instruments reported to TRACE. The designate if it finds such longer period
with Rule 14.11(i)(4)(C)(v).21 The Exchange has a policy prohibiting the to be appropriate and publishes its
Exchange believes that the size and distribution of material non-public reasons for so finding or (ii) as to which
liquidity of the securities underlying the information by its employees. the self-regulatory organization
Primary Benchmark Index and each of The Exchange notes that the Fund consents, the Commission will:
the Primary Benchmark Index Sectors will meet and be subject to all other (A) by order approve or disapprove
mitigates manipulation concerns requirements of the Generic Listing the proposed rule change, or
relating to Sector Swaps held by the Rules and other applicable continued (B) institute proceedings to determine
Fund.22 Further, the Fund will attempt listing requirements for Managed Fund whether the proposed rule change
to limit counterparty risk in Sector Shares under Rule 14.11(i), including should be disapproved.
Swaps by entering into such contracts those requirements regarding the IV. Solicitation of Comments
only with counterparties the Adviser Disclosed Portfolio and the requirement
believes are creditworthy and by Interested persons are invited to
that the Disclosed Portfolio and the submit written data, views, and
limiting the Fund’s exposure to each NAV will be made available to all
counterparty. The Adviser will monitor arguments concerning the foregoing,
the creditworthiness of each 23 The Exchange notes that the Trust, on behalf
including whether the proposed rule
counterparty and the Fund’s exposure to of the Fund, will file a notice of eligibility for change is consistent with the Act.
each counterparty on an ongoing basis. exclusion from the definition of the term Comments may be submitted by any of
The Exchange also notes that notional ‘‘commodity pool operator’’ in accordance with the following methods:
CFTC Rule 4.5, and, therefore, the Fund would not
daltland on DSKBBV9HB2PROD with NOTICES
be subject to registration or regulation as a 26 See Rules 14.11(i)(4)(A)(ii) and
19 15 U.S.C. 78f. commodity pool operator under the Commodity
20 15 14.11(i)(4)(B)(ii).
U.S.C. 78f(b)(5). Exchange Act (‘‘CEA’’) to the extent that it complies 27 See Rule 14.11(i)(4)(B)(i).
21 See supra note 4. with the requirements of the rule. To the extent that
28 See Rule 14.11(i)(4)(B)(iii).
22 The Exchange notes that the Primary the Fund makes investments regulated by the CFTC,
29 See Rule 14.11(i)(4)(B)(iv).
Benchmark Index and each Primary Benchmark it will do so in accordance with Rule 4.5 under the
CEA. 30 See Rule 14.11(i)(6).
Sector Index separately meet the generic listing
24 See note 19 [sic], supra. 31 See Rule 14.11(i)(7).
standards applicable to Index Fund Shares under
Rule 14.11(c)(3)(A)(i). 25 See note 19 [sic], supra. 32 See Rule 14.11(i)(4)(A)(i).
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![Federal Register / Vol. 83, No. 204 / Monday, October 22, 2018 / Notices 53347
Electronic Comments SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s
COMMISSION Statement of the Purpose of, and the
• Use the Commission’s internet Statutory Basis for, the Proposed Rule
comment form (http://www.sec.gov/ Change
rules/sro.shtml); or [Release No. 34–84430; File No. SR–
NYSENAT–2018–23] 1. Purpose
• Send an email to rule-comments@
sec.gov. Please include File Number SR– Self-Regulatory Organizations; NYSE The Exchange proposes to amend its
CboeBZX–2018–076 on the subject line. National, Inc.; Notice of Filing and Schedule of Fees and Rebates to adopt
Immediate Effectiveness of Proposed the same billing dispute practice as the
Paper Comments Exchange’s affiliates and other
Rule Change To Amend Its Schedule of
exchanges. As discussed below, the
• Send paper comments in triplicate Fees To Adopt the Same Billing
proposed provision would be identical
to Secretary, Securities and Exchange Dispute Practice as the Exchange’s
to provision [sic] in the fee schedules of
Commission, 100 F Street NE, Affiliates and Other Exchanges the Exchange’s affiliates the New York
Washington, DC 20549–1090. Stock Exchange LLC (‘‘NYSE’’), NYSE
October 16, 2018.
All submissions should refer to File Arca, Inc. (‘‘NYSE Arca’’), and NYSE
Pursuant to Section 19(b)(1) 1 of the American LLC (‘‘NYSE American’’) as
Number SR–CboeBZX–2018–076. This
Securities Exchange Act of 1934 (the well as other equities and options
file number should be included on the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3 exchanges.
subject line if email is used. To help the
notice is hereby given that on October
Commission process and review your Background
3, 2018, NYSE National, Inc. (the
comments more efficiently, please use
‘‘Exchange’’ or ‘‘NYSE National’’) filed The Exchange proposes to amend its
only one method. The Commission will
with the Securities and Exchange Schedule of Fees and Rebates to adopt
post all comments on the Commission’s
Commission (the ‘‘Commission’’) the a billing procedure to prevent ETP
internet website (http://www.sec.gov/
proposed rule change as described in Holders from contesting their bills long
rules/sro.shtml). Copies of the
Items I and II below, which Items have after they have been sent an invoice.
submission, all subsequent
been prepared by the self-regulatory The procedure proposed by the
amendments, all written statements Exchange is the same as that in place at
with respect to the proposed rule organization. The Commission is
publishing this notice to solicit the Exchange’s equities and options
change that are filed with the affiliates 4 and substantially the same as
Commission, and all written comments on the proposed rule change
from interested persons. that in place at other equities and
communications relating to the options exchanges.5
proposed rule change between the I. Self-Regulatory Organization’s
Commission and any person, other than Statement of the Terms of Substance of 4 See New York Stock Exchange Price List 2018,
those that may be withheld from the the Proposed Rule Change available at https://www.nyse.com/publicdocs/nyse/
public in accordance with the markets/nyse/NYSE_Price_List.pdf (‘‘All fee
disputes concerning fees billed by the Exchange
provisions of 5 U.S.C. 552, will be The Exchange proposes to amend its must be submitted to the Exchange in writing and
available for website viewing and Schedule of Fees and Rebates to adopt must be accompanied by supporting
printing in the Commission’s Public the same billing dispute practice as the documentation. All fee disputes must be submitted
no later than sixty (60) days after receipt of a billing
Reference Room, 100 F Street NE, Exchange’s affiliates and other invoice’’); NYSE Arca Equities Fees and Charges,
Washington, DC 20549, on official exchanges. The proposed rule change is available at https://www.nyse.com/publicdocs/nyse/
business days between the hours of available on the Exchange’s website at markets/nyse-arca/NYSE_Arca_Marketplace_
10:00 a.m. and 3:00 p.m. Copies of this www.nyse.com, at the principal office of Fees.pdf (same); NYSE Arca Options Fees and
Charges, available at https://www.nyse.com/
filing will also be available for the Exchange, and at the Commission’s publicdocs/nyse/markets/arca-options/NYSE_Arca_
inspection and copying at the principal Public Reference Room. Options_Fee_Schedule.pdf (same); NYSE American
office of the Exchange. All comments Equities Price List, available at https://
II. Self-Regulatory Organization’s www.nyse.com/publicdocs/nyse/markets/nyse-
received will be posted without change. american/NYSE_America_Equities_Price_List.pdf
Statement of the Purpose of, and
Persons submitting comments are (same); and NYSE American Options Fee Schedule,
Statutory Basis for, the Proposed Rule
cautioned that we do not redact or edit available at https://www.nyse.com/publicdocs/nyse/
personal identifying information from Change markets/american-options/NYSE_American_
Options_Fee_Schedule.pdf (same).
comment submissions. You should In its filing with the Commission, the 5 See NASDAQ Equity Rule 7007(b) (All pricing
submit only information that you wish self-regulatory organization included disputes concerning fees or rebates, which are listed
to make available publicly. All statements concerning the purpose of, in paragraph (a), which are billed by the Exchange
submissions should refer to File must be submitted to the Exchange in writing and
and basis for, the proposed rule change must be accompanied by supporting documentation
Number SR–CboeBZX–2018–076 and and discussed any comments it received and all pricing disputes must be submitted no later
should be submitted on or before on the proposed rule change. The text than sixty (60) days after receipt of a billing
November 13, 2018. of those statements may be examined at
invoice); NASDAQ Options Rules, Chapter XV,
Sect. 7 (same); NASDAQ BX Options Rules, Chapter
For the Commission, by the Division of the places specified in Item IV below. XV (Options Pricing), Sec. 7(b)[sic] (BX Options Fee
Trading and Markets, pursuant to delegated The Exchange has prepared summaries, Disputes) (same); NASDAQ PHLX LLC Pricing
authority.33 Schedule, available at http://nasdaqtrader.com/
set forth in sections A, B, and C below, Micro.aspx?id=PHLXPricing (same); NASDAQ ISE
daltland on DSKBBV9HB2PROD with NOTICES
of the most significant parts of such Schedule of Fees Preface, available at http://
Eduardo A. Aleman, statements. ise.cchwallstreet.com/tools/PlatformViewer.asp?
selectednode=chp_1_1_1&manual=%2Fcontents
Assistant Secretary. %2Fise%2Fise-fee%2F (same); NASDAQ GEMX
[FR Doc. 2018–22909 Filed 10–19–18; 8:45 am] Schedule of Fees, available at http://
BILLING CODE 8011–01–P 1 15
nasdaqgemx.cchwallstreet.com/tools/
U.S.C. 78s(b)(1).
PlatformViewer.asp?selectednode=chp_1_1_
2 15 U.S.C. 78a. 1&manual=%2Fcontents%2Fgemx%2Fise-fee-
33 17 CFR 200.30–3(a)(12). 3 17 CFR 240.19b–4. Continued
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Document Created: 2018-10-20 01:50:21
Document Modified: 2018-10-20 01:50:21
| 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 | |
| FR Citation | 83 FR 53343 |
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