[Federal Register Volume 83, Number 237 (Tuesday, December 11, 2018)]
[Notices]
[Pages 63689-63692]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-26735]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84719; File No. SR-CboeBZX-2018-076]


Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Order 
Granting Approval of a Proposed Rule Change, as Modified by Amendment 
Nos. 1 and 2, 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

December 4, 2018.

I. Introduction

    On October 2, 2018, Cboe BZX Exchange, Inc. (``Exchange'' or 
``BZX'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to list and trade shares (``Shares'') of the 
FormulaFolios Sector Rotation ETF (``Fund'') of the Northern Lights 
Fund Trust IV (``Trust'') under BZX Rule 14.11(i). The proposed rule 
change was published for comment in the Federal Register on October 22, 
2018.\3\ On November 8, 2018, the Exchange filed Amendment No. 1 to the 
proposed rule change.\4\ On November 30, 2018, the Exchange filed 
Amendment No. 2 to the proposed rule change.\5\ The Commission has 
received no comments on the proposal. This order grants approval of the 
proposed rule change, as modified by Amendment Nos. 1 and 2.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 84438 (October 16, 
2018), 83 FR 53343.
    \4\ In Amendment No. 1, which amended and replaced the proposed 
rule change in its entirety, the Exchange: (a) clarified references 
to certain OTC derivatives that the Fund intends to invest; (b) 
clarified that, in the event that Sector Swaps (as defined herein) 
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, comprising the 
top four sectors at the time; and (c) made other non-substantive, 
technical, and clarifying corrections to the proposal. Because 
Amendment No. 1 does not materially alter the substance of the 
proposed rule change or raise unique or novel regulatory issues 
under the Act, Amendment No. 1 is not subject to notice and comment. 
Amendment No. 1 to the proposed rule change is available at: https://www.sec.gov/comments/sr-cboebzx-2018-076/srcboebzx2018076-4716147-176694.pdf.
    \5\ In Amendment No. 2, the Exchange: (a) Clarified that the 
Fund will meet the requirements of Rule 14.11(i)(4)(C)(vi), which 
requires that, to the extent that listed or OTC derivatives are used 
to gain exposure to individual equities and/or fixed income 
securities, or to indexes of equities and/or indexes of fixed income 
securities, the aggregate gross notional value of such exposure 
shall meet the criteria set forth in BZX Rule 14.11(i)(4)(C)(i) and 
(ii) (including gross notional exposures), respectively; and (b) 
made other non-substantive, technical, and clarifying corrections to 
the proposal. Because Amendment No. 2 does not materially alter the 
substance of the proposed rule change or raise unique or novel 
regulatory issues under the Act, Amendment No. 2 is not subject to 
notice and comment. Amendment No. 2 to the proposed rule change is 
available at: https://www.sec.gov/comments/sr-cboebzx-2018-076/srcboebzx2018076-4716146-176693.pdf.
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II. Exchange's Description of the Proposal, as Modified by Amendment 
Nos. 1 and 2

    The Exchange proposes to list and trade the Shares of the Fund 
under BZX Rule 14.11(i), which governs the listing and trading of 
Managed Fund Shares on the Exchange. The Shares will be offered by the 
Trust, which was established as a Delaware statutory trust on June 2, 
2015. The Exchange represents that 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.\6\ FormulaFolio 
Investments, LLC is the investment adviser to the Fund 
(``Adviser'').\7\
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    \6\ See Registration Statement on Form N-1A for the Trust, dated 
July 27, 2018 (File Nos. 333-204808 and 811-23066). According to the 
Exchange, the Trust has obtained an order granting certain exemptive 
relief under the Investment Company Act of 1940 (``1940 Act''). See 
Investment Company Act Release No. 29571 (May 16, 2017) (File No. 
812-32367).
    \7\ The Exchange represents that the Adviser is not a registered 
broker-dealer and is not currently affiliated with any broker-
dealers. In addition, the Exchange represents that 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 of, 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.
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    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.\8\ The Fund will seek to achieve 
its investment objective, under Normal Market Conditions,\9\ by 
utilizing derivatives, or a combination of derivatives and direct 
investments, to gain 100% equity exposure. 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 BZX Rule 
14.11(i)(4)(C)(v), which requires, among other things, that the 
aggregate gross notional value of OTC derivatives not exceed 20% of the 
weight of the portfolio (including gross notional exposures).\10\ 
Specifically, the Exchange is proposing that the Fund may hold up to 
75% of the weight of its portfolio in OTC derivatives, including gross 
notional exposures. Otherwise, the Exchange represents that the Fund 
will comply with all other listing requirements on an initial and 
continued listing basis under BZX Rule 14.11(i).\11\
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    \8\ The Fund's Primary Benchmark Index is the S&P 500 Index.
    \9\ As defined in BZX 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.
    \10\ BZX 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 [sic] 
shall not exceed 20% of the weight of the portfolio (including gross 
notional exposures).''
    \11\ In particular, the Exchange notes that the Fund will meet 
the requirements of BZX Rule 14.11(i)(4)(C)(vi), which requires 
that, to the extent that listed or OTC derivatives are used to gain 
exposure to individual equities and/or fixed income securities, or 
to indexes of equities and/or indexes of fixed income securities, 
the aggregate gross notional value of such exposure shall meet the 
criteria set forth in BZX Rule 14.11(i)(4)(C)(i) and (ii) (including 
gross notional exposures), respectively.

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[[Page 63690]]

    The Adviser will allocate the Fund's assets based on two 
proprietary investment models. The Adviser's first investment model 
will identify trends for the individual sectors within its Primary 
Benchmark Index. Each month, the model will analyze the strength of the 
US economy and rank 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 will 
invest 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'').\12\ 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,\13\ 
comprising the top four sectors at the time.\14\ 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.\15\ 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).\16\
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    \12\ 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 (individually, ``Primary Benchmark 
Sector Index,'' and, collectively, ``Primary Benchmark Sector 
Indexes''). 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 BZX Rule 
14.11(c)(3)(A)(i).
    \13\ For purposes of this proposal, the term ETF includes 
Portfolio Depositary Receipts, Index Fund Shares, and Managed Fund 
Shares as defined in BZX Rules 14.11(b), (c), and (i), respectively, 
and their equivalents on other national securities exchanges.
    \14\ 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 BZX Rule 
14.11(i)(4)(C)(i)(a).
    \15\ As defined in BZX 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.
    \16\ See supra note 10.
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    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.\17\ 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.
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    \17\ 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 BZX Rule 14.11(i)(4)(C)(i)(a).
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the Exchange's 
proposal to list and trade the Shares, as modified by Amendment Nos. 1 
and 2, is consistent with the Act and the rules and regulations 
thereunder applicable to a national securities exchange.\18\ In 
particular, the Commission finds that the proposed rule change is 
consistent with Section 6(b)(5) of the Act,\19\ which requires, among 
other things, that the Exchange's rules be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, 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. The 
Commission also finds that the proposal to list and trade the Shares on 
the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the Act 
\20\ which sets forth Congress' finding that it is in the public 
interest and appropriate for the protection of investors and the 
maintenance of fair and orderly markets to assure the availability to 
brokers, dealers and investors of information with respect to 
quotations for and transactions in securities.
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    \18\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \19\ 15 U.S.C. 78f(b)(5).
    \20\ 15 U.S.C. 78k-1(a)(1)(C)(iii)
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    According to the Exchange, apart from 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). 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 (``NAV''), 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.
    The Exchange also represents that 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. In addition, the Disclosed 
Portfolio will be available on the issuer's website free of charge. The

[[Page 63691]]

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. 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 represents that it has appropriate rules to facilitate 
trading in the Shares during all trading sessions.
    The Commission notes that, in support of its proposal, the Exchange 
has made the following additional representations:
    (1) As noted above, the Exchange represents that, apart from the 
exception to BZX Rule 14.11(i)(4)(C)(v) relating to holdings in OTC 
derivatives, the Fund will meet and be subject to all other 
requirements of the generic listing standards and other applicable 
continued listing requirements for Managed Fund Shares under BZX 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,\21\ 
Intraday Indicative Value,\22\ suspension of trading or removal,\23\ 
trading halts,\24\ disclosure,\25\ and firewalls.\26\
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    \21\ See Rules 14.11(i)(4)(A)(ii) and 14.11(i)(4)(B)(ii).
    \22\ See Rule 14.11(i)(4)(B)(i).
    \23\ See Rule 14.11(i)(4)(B)(iii).
    \24\ See Rule 14.11(i)(4)(B)(iv).
    \25\ See Rule 14.11(i)(6).
    \26\ See Rule 14.11(i)(7).
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    (2) 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 Intermarket 
Surveillance Group (``ISG'') or affiliated with a member of ISG or with 
which the Exchange has in place a comprehensive surveillance sharing 
agreement. The Exchange, the Financial Industry Regulatory Authority, 
Inc. (``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. 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. 
Additionally, the Exchange or FINRA, on behalf of the Exchange, may 
access, as needed, trade information for certain fixed income 
instruments reported to FINRA's Trade Reporting and Compliance Engine. 
The Exchange has a policy prohibiting the distribution of material non-
public information by its employees.
    (3) 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: (a) The procedures for 
purchases and redemptions of Shares in Creation Units (and that Shares 
are not individually redeemable); (b) BZX Rule 3.7, which imposes 
suitability obligations on Exchange members with respect to 
recommending transactions in the Shares to customers; (c) how 
information regarding the Intraday Indicative Value and the Disclosed 
Portfolio is disseminated; (d) the risks involved in trading the Shares 
during the Pre-Opening \27\ and After Hours Trading Sessions \28\ when 
an updated Intraday Indicative Value and Underlying Index value will 
not be calculated or publicly disseminated; (e) the requirement that 
members deliver a prospectus to investors purchasing newly issued 
Shares prior to or concurrently with the confirmation of a transaction; 
and (f) trading information. 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.
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    \27\ The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m. 
Eastern Time.
    \28\ The After Hours Trading Session is from 4:00 p.m. to 5:00 
p.m. Eastern Time.
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    (4) 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).\29\
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    \29\ According to the Exchange, the Fund will include 
appropriate risk disclosure in its offering documents, including 
leveraging risk, which 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 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.
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    (5) 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).
    (6) The Fund will only use those derivatives included in the 
defined term ``Sector Swaps.'' The Fund's use of derivative instruments 
will be collateralized.
    (7) The Trust is required to comply with Rule 10A-3 under the Act 
\30\ for the initial and continued listing of the Shares of the Fund, 
and at least 100,000 Shares will be outstanding upon the commencement 
of trading.
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    \30\ See 17 CFR 240.10A-3.
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    (8) 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.
    (9) 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

[[Page 63692]]

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.
    This approval order is based on all of the Exchange's 
representations and description of the Shares and the Fund, including 
those set forth above and in Amendment Nos. 1 and 2 to the proposed 
rule change. Except as described herein, the Commission notes that the 
Shares must comply with all applicable requirements of BZX Rule 
14.11(i) to be listed and traded on the Exchange on an initial and 
continuing basis.
    For the foregoing reasons, the Commission finds that the proposed 
rule change, as modified by Amendment Nos. 1 and 2, is consistent with 
Section 6(b)(5) of the Act \31\ and the rules and regulations 
thereunder applicable to a national securities exchange.
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    \31\ 15 U.S.C. 78f(b)(5).
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\32\ that the proposed rule change (SR-CboeBZX-2017-076), as 
modified by Amendment Nos. 1 and 2, be, and it hereby is, approved.
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    \32\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\33\
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    \33\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-26735 Filed 12-10-18; 8:45 am]
 BILLING CODE 8011-01-P