SecProbe.io

CORRESP
1
filename1.htm

October 15, 2024

VIA EDGAR TRANSMISSION

Seamus O’Brien, Esq.

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549-0506

Re: Northern Lights Fund Trust IV, File Nos. 333-204808 and 811-23066 (“Registrant”)

Dear Mr. O’Brien:

On August 9, 2024, the Registrant, on behalf of its
proposed series, FM Cash Flow Equity ETF (the “Fund”), filed an amendment to its registration statement under the Securities
Act of 1933 on Form N-1A. In a telephone conversation on September 24, 2024, you provided comments to the amendment. Below, please find
those comments and the Registrant’s responses, which the Registrant has authorized Thompson Hine LLP to make on its behalf. Please
note that added language is in italics and deleted language appears struck through.

General

Comment 1: The Staff notes that a portion of
the registration statement is incomplete. Please complete all the bracketed information and update the tables of contents prior to effectiveness.

Response: The Registrant confirms that a completed
and updated registration statement will be filed prior to effectiveness.

Comment 2: Please supplementally confirm that,
prior to effectiveness, the Registrant will contact the Division’s Analytics Office or Chief Counsel’s Office to coordinate
reporting requirements of the Fund as a non-transparent ETF. The contact for the Chief Counsel’s Office is Chris Carlson at carlsonch@sec.gov
or Deepak Pai at paid@sec.gov.

Response: The Registrant so confirms.

Prospectus

Fee Table

Comment 3: Please supplementally confirm that
the Fund’s adviser will not have the ability to recoup the expenses identified in the footnote to the fee table. Additionally, please
confirm if the Registrant’s board of trustees has adopted a Rule 12b-1 Plan for the Fund. If so, please add additional disclosure
stating that the Fund currently does not charge a Rule 12b-1 fee but may do so in the future. Alternatively, please delete the line item
in the fee table that references Rule 12b-1 fees.

    Zeynep.Kart@ThompsonHine.com     Direct:  614.469.3215

Seamus O'Brien

October 15, 2024

Page 2

Response: The Registrant confirms that the
Fund’s adviser will not have the ability to recoup the expenses identified in the footnote to the fee table. The Registrant further
confirms that the board of trustees adopted an ETF Distribution Plan pursuant to Rule 12b-1 on behalf of the Fund. The Registrant has
disclosed that the Fund does not currently charge a Rule 12-b1 fee, but reserves the right to do so in the future, on page 16 of the Prospectus
under the heading “Distribution and Service Plan.” The Registrant does not believe Form N-1A permits it to put such disclosure
in a footnote to the fee table.

Principal Investment Strategies

Comment 4: Please revise the second sentence
of the second paragraph to “80% of its total assets”.

Response: The Registrant has amended its disclosures
accordingly.

Comment 5: The Staff notes that Rule 2a-7(b)(2)
of the Investment Company Act of 1940, as amended, (the “Act”) states that it shall constitute use of a materially deceptive
or misleading name or title within the meaning of Rule 35(d) of the Act for a fund to use the term “money market” in its name
or use a name that suggest that it is a money market fund unless it complies with requirements of Rule 2a-7. Rule 2a-7(b)(3) goes on to
list specific terms that are prohibited for funds other than money market funds, such as “cash,” “liquid,” “money,”
“ready assets” or similar terms. The Staff notes that the Fund’s investment strategy emphasizes investments in companies
that generate free cash flow but please supplementally explain why the Fund’s name is not materially deceptive or misleading.

Response: The Registrant has given the Staff’s
position careful consideration and respectfully disagrees that the Fund’s name is materially deceptive or misleading because it
uses “cash” in its name. The Registrant notes that the genesis for Rule 2a-7(b) was to prevent funds from suggesting that
they are a money market fund or the equivalent of a money market fund. Indeed, if the Fund were named the “FM Cash ETF,” it
would run afoul of Rule 2a-7(b)(3).

The Registrant believes that Rule 2a-7(b)(3) should
not be read so myopically, and that “cash” should not be viewed in isolation but rather in the context of the Fund’s
full name. “Cash flow” is commonly understood in the industry to refer to the net cash transferred into and out of a company.
When viewed holistically and in its proper context, then, there could be no doubt that the “FM Cash Flow Equity ETF” is not
a money market fund. Therefore, the concern that Rule 2a-7(b) is seeking to address is not even at issue. In addition, there are several
other ETFs that have the term “cash” in its name, but similarly do not connote an investment in a money market fund (e.g.,
Invesco Nasdaq Free Cash Flow Achievers ETF and Pacer US Cash Cows 100 ETF).

Nevertheless, the Registrant has agreed to change
the Fund’s name to “FM Compounders Equity ETF”.

Seamus O'Brien

October 15, 2024

Page 3

Comment 6: Please clarify the following disclosures
in the first sentence of the third paragraph:

 (a) Please address what is used to determine whether a company “earns
higher than average returns on capital”;

 (b) Please explain how a company can “treat shareholders like partners”;
and

 (c) Please disclose what is used to determine whether a company is reinvesting
cash flows “at above-average rates of return.”

Response: The Registrant has amended the first
sentence of the third paragraph to state the following:

The Adviser is focused on companies that it
expects to generate free cash flow and that it believes to possess durable competitive advantages; earn higher than average (among
its peers) returns on capital; led by management teams that are economically aligned with treat shareholders
like partners; and have opportunities to reinvest excess cash flows at above-average rates of return compared
to its peers (returns are measured by “Return on Invested Capital”(ROIC) or “Return on Capital Employed” (ROCE)).

While potential investments will primarily
encompass include: (1) compounders (i.e., highly resilient businesses that reliably generate and compound
free cash flow), (2) they may also include undervalued businesses (companies, often out of favor, that the Adviser
believes are undervalued relative to their earnings power, cash flow, and/or tangible assets), and/or (3) special situations
(companies undergoing restructuring, refinancing, management changes, and/or comparable corporate actions that cause temporary disconnects
between the share price and what the Adviser believes to be the company’s intrinsic value and potential cash flow). In
many instances, the Adviser has found that an investment that originated as an undervalued or special situation turns out to be a compounder.

Comment 7: Please review the disclosure of
the list of potential investments in the third paragraph in light of the Fund’s name and investment strategies, which emphasizes
free cash flows. The Staff notes that items (2) and (3) are not tied to cash flows. Additionally, please explain if items (2) and (3)
can be the sole consideration for the adviser. Please revise the disclosures as needed.

Response: At the outset, the Registrant refers
to its response to Comment 5 and states that the Fund’s name no longer emphasizes cash flows. The Registrant notes that Fund discloses
that it may invest in companies that are undervalued “relative to their . . . cash flow” which ties item (2) to cash flow
and further refers to its response to Comment 6.

Seamus O'Brien

October 15, 2024

Page 4

The Registrant observes that the use of “and/or”
in the in the last sentence of the third paragraph sufficiently discloses that items (2) and (3) may sometimes be the adviser’s
sole consideration.

Comment 8: Please clarify item (2) in the fourth
paragraph to explain how the parenthetical relates to “solid industry and business quality.”

Response: The Registrant has amended its disclosure
to state the following:

. . . (2) solid industry and business quality
by conducting (including an assessment to exclude those companies facing significant of the
potential drivers and threats to the durability of their competitive advantage and long-term growth prospects),
. . .

Comment 9: Please reconcile item (2) in the
fifth paragraph stating that the adviser will sell a security when “a portfolio company’s long-term earnings and reinvestment
prospects deteriorate” with item (1) in the fourth paragraph stating that the adviser focuses on companies with an “attractive
expected return over a three-plus year period.”

Response: The Registrant has given thoughtful
consideration to the Staff’s comment and respectfully disagrees that the cited statements are inconsistent and declines to amend
its disclosures. The disclosure confirms that the adviser chooses investments with an attractive expected return over a three-year period,
but will sell a security if it no longer meets such criteria because its long-term earnings and reinvestment prospects deteriorate.

Comment 10: While the principal risk section
and the SAI states that the Fund only discloses its portfolio holdings quarterly, rather than daily, the principal investment strategies
section does not include these disclosures. Please include the same disclosures in this section.

Response: The Registrant has added the following
disclosure as the last sentence of the seventh paragraph:

Additionally, the Fund files its portfolio
holdings with the SEC quarterly, and provides a VIIV, calculated and disseminated every second throughout the trading day.

Principal Investment Risks

Comment 11: To the extent certain investments
and risks, such as the “Depositary Receipts Risk” disclosure, are not principal, please include the disclosures in the appropriate
section of the registration statement outside of the summary prospectus or add corresponding disclosures in the principal investment strategies
section.

Seamus O'Brien

October 15, 2024

Page 5

Response: The Registrant has deleted the Fund’s
disclosure of “Depositary Receipts Risk” and “Foreign Investment Risk.”

Comment 12: In the “Early Close/Trading
Halt Risk” disclosure, please include disclosure to the effect that there may be other instances that require a trading halt specific
to the VIIV. For instance, if there is a discrepancy or sufficient magnitude in the Fund’s VIIV valuation, the adviser will request
the listing exchange to halt trading. If such disclosure is included elsewhere, please state so.

Response: The Registrant confirms that the
requested disclosure is included in the sixth paragraph under the “Intrinsic Value” sub-heading under the “How to Buy
and Sell Shares” heading on page 15 of the Prospectus.

Comment 13: Please confirm that Fund’s
investments in foreign securities, as noted in the “Foreign Investments Risk” disclosure, will be consistent with the terms
of the Registrant’s exemptive order.

Response: The Registrant refers to its response
to Comment 11.

Comment 14: Please consider including risk
disclosures regarding small and medium capitalization companies because the principal investment strategies state that the Fund “holds
common stock of any market capitalization.”

Response: The Registrant notes it already discloses
“Small and Medium Capitalization Stock Risk” in the Fund’s prospectus but will rename it “Small and Medium Capitalization
Companies Risk” to be consistent with its disclosure of “Large Capitalization Companies Risk.”

Statement of Additional Information

Comment 15: Please reconcile the third to last
sentence in the paragraph under the “ActiveShares Methodology” heading on page 2 that “[t]he Fund will not borrow for
investment purposes” with the second restriction under the “Investment Restrictions” heading on page 7 that the Fund
may “[b]orrow money” in limited circumstances. Please clarify in the Fund’s investment restrictions that the Fund will
not borrow for investment purposes.

Response: The Registrant has amended its investment
restrictions to state as follows:

Seamus O'Brien

October 15, 2024

Page 6

Borrow money for investment purposes,
except (a) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Fund;
or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding
5% of the Fund’s total assets
at the time when the borrowing is made. This limitation does not preclude the Fund from entering into reverse repurchase transactions,
provided that the Fund has an asset coverage of 300% for all borrowings and repurchase commitments of the Fund pursuant to reverse repurchase
transactions;

Part C

Comment 16: Please confirm the name and location
of the AP Representative Agreement. Please confirm that the agreement will be included as an exhibit to the registration statement.

Response: The Registrant confirms that the
agreement will be filed as an exhibit to the registration statement under “Other Material Contracts.”

If you have any questions, please call Philip Sineneng
at (614) 469-3217 or the undersigned at (614) 469-3215.

Very truly yours,

/s/ Zeynep Kart

Zeynep Kart

 cc: JoAnn M. Strasser

Bibb L. Strench