25218 Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 

15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C.78s(b)(1). 

2 17 CFR 240.19b–4. 

3A Managed Fund Share is a security that 

represents an interest in an investment company 

registered under the Investment Company Act of 

1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) organized as 

an open-end investment company or similar entity 

that invests in a portfolio of securities selected by 

its investment adviser consistent with its 

investment objectives and policies. In contrast, an 

open-end investment company that issues 

Investment Company Units, listed and traded on 

the Exchange under NYSE Arca Equities Rule 

5.2(j)(3), seeks to provide investment results that 

correspond generally to the price and yield 

performance of a specific foreign or domestic stock 

index, fixed income securities index, or 

combination thereof. 

4The Commission has approved listing and 

trading on the Exchange of a number of actively 

managed funds under NYSE Arca Equities Rule 

8.600. See, e.g., Securities Exchange Act Release 

Nos. 57801 (May 8, 2008), 73 FR 27878 (May 14, 

2008) (SR–NYSEArca-2008–31) (order approving 

Exchange listing and trading of twelve actively 

managed funds of the WisdomTree Trust); 65468 

(October 3, 2011), 76 FR 62873 (October 11, 2011) 

(SR–NYSEArca–2011–51) (order approving listing 

and trading of TrimTabs Float Shrink ETF); 63076 

(October 12, 2010), 75 FR 63874 (October 18, 2010) 

(SR–NYSEArca–2010–79) (order approving listing 

of Cambria Global Tactical ETF). 

5The Trust is registered under the 1940 Act. On 

April 6, 2012, the Trust filed with the Commission 

an amendment to the Trust’s Registration Statement 

on Form N–1A under the Securities Act of 1933 (15 

U.S.C. 77a) and under the 1940 Act relating to the 

Funds (File Nos. 333–170750 and 811–22497) 

(‘‘Registration Statement’’). The description of the 

operation of the Trust and the Funds herein is 

based, in part, on the Registration Statement. As of 

the date of this filing, the Trust has also filed an 

Amended and Restated Application for an Order 

under Section 6(c) of the 1940 Act for exemptions 

from various provisions of the 1940 Act and rules 

thereunder (File No. 812–13785), dated April 3, 

2012 (‘‘Exemptive Application’’). See Investment 

Company Act Release No. 30032 (April 10, 2012). 

The Shares will not be listed on the Exchange until 

an order (‘‘Exemptive Order’’) under the 1940 Act 

has been issued by the Commission with respect to 

the Exemptive Application. Investments made by 

the Funds will comply with the conditions set forth 

in the Exemptive Order. 

6An investment adviser to an open-end fund is 

required to be registered under the Investment 

Advisers Act of 1940 (‘‘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 nonpublic 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. 

be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NASDAQ–2012–052 and should be 

submitted on or before May 18, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–10160 Filed 4–26–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66846; File No. SR– 

NYSEArca–2012–34] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade the 

Huntington US Equity Rotation 

Strategy ETF and Huntington 

EcoLogical Strategy ETF Under NYSE 

Arca Equities Rule 8.600 

April 23, 2012. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’ or ‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 notice is hereby 

given that, on April 12, 2012, NYSE 

Arca, Inc. (‘‘Exchange’’ or ‘‘NYSE Arca’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been substantially prepared by the 

Exchange. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade the following under NYSE Arca 

Equities Rule 8.600 (‘‘Managed Fund 

Shares’’): Huntington US Equity 

Rotation Strategy ETF and Huntington 

EcoLogical Strategy ETF. The text of the 

proposed rule change is available at the 

Exchange, www.nyse.com, and 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 

self-regulatory organization 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 those 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 shares (‘‘Shares’’) of the following 

under NYSE Arca Equities Rule 8.600, 

which governs the listing and trading of 

Managed Fund Shares: 3 Huntington US 

Equity Rotation Strategy ETF and 

Huntington EcoLogical Strategy ETF 

(each, a ‘‘Fund’’ and collectively, 

‘‘Funds’’).4 The Funds will be actively 

managed exchange-traded funds 

(‘‘ETFs’’). The Shares of each Fund will 

be offered by Huntington Strategy 

Shares (‘‘Trust’’), a statutory trust 

organized under the laws of the State of 

Delaware and registered with the 

Commission as an open-end 

management investment company.5

Huntington Asset Advisors, Inc. 

(‘‘Adviser’’) is the investment adviser of 

each Fund and manages the investment 

portfolios of the Funds. SEI Investments 

Distribution Co. (‘‘Distributor’’) is the 

principal underwriter and distributor of 

the Funds’ Shares. Citibank, N.A. is the 

custodian (‘‘Custodian’’) for the Funds. 

Commentary .06 to Rule 8.600 

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 a ‘‘fire wall’’ between the 

investment adviser and the brokerdealer with respect to access to 

information concerning the composition 

and/or changes to such investment 

company portfolio. In addition, 

Commentary .06 further requires that 

personnel who make decisions on the 

open-end fund’s portfolio composition 

must be subject to procedures designed 

to prevent the use and dissemination of 

material non-public information 

regarding the open-end fund’s 

portfolio.6 Commentary .06 to Rule 

8.600 is similar to Commentary .03(a)(i) 

and (iii) to NYSE Arca Equities Rule 

5.2(j)(3); however, Commentary .06 in 

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Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 25219 

7The term ‘‘under normal conditions’’ includes, 

but is not limited to, the absence of extreme 

volatility or trading halts in the equity markets or 

the financial markets generally; operational issues 

causing dissemination of inaccurate market 

information; or force majeure type events such as 

systems failure, natural or man-made disaster, act 

of God, armed conflict, act of terrorism, riot or labor 

disruption or any similar intervening circumstance. 

8The adjusted statistics for the S&P Composite 

1500, the S&P 500, the S&P MidCap 400, and the 

S&P SmallCap 600 are as follows (figures are as of 

April 4, 2012): 

• For the S&P Composite 1500, the adjusted 

average market capitalization of companies in the 

index was approximately $9.55 billion, and the 

adjusted median market capitalization was 

approximately $2.24 billion. The adjusted market 

capitalization range for the companies included in 

the S&P Composite 1500 was approximately $10 

million to $582.09 billion. 

• For the S&P 500, the adjusted average market 

capitalization of companies in the index was 

approximately $25.28 billion, and the adjusted 

median market capitalization was approximately 

$11.65 billion. The adjusted market capitalization 

range for the companies included in the S&P 500 

was approximately $1.08 billion to $582.09 billion. 

• For the S&P MidCap 400, the adjusted average 

market capitalization of companies in the index was 

approximately $2.94 billion, and the adjusted 

median market capitalization was approximately 

$2.60 billion. The adjusted market capitalization 

range for the companies included in the S&P 

MidCap 400 was approximately $520 million to 

$9.47 billion. 

• For the S&P SmallCap 600, the adjusted average 

market capitalization of companies in the index was 

approximately $830 million, and the adjusted 

median market capitalization was approximately 

$700 million. The adjusted market capitalization 

range for the companies included in the S&P 

SmallCap 600 was approximately $10 million to 

$3.17 billion. 

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 affiliated with two 

broker-dealers and has implemented a 

fire wall with respect to each affiliated 

broker-dealer regarding access to 

information concerning the composition 

and/or changes to a Fund portfolio. In 

the event (a) the Adviser becomes newly 

affiliated with a broker-dealer, or (b) any 

new adviser or sub-adviser becomes 

affiliated with a broker-dealer, it will 

implement a fire wall with respect to 

such broker-dealer regarding access to 

information concerning the composition 

and/or changes to a portfolio, and will 

be subject to procedures designed to 

prevent the use and dissemination of 

material non-public information 

regarding such portfolio. 

Huntington US Equity Rotation Strategy 

ETF 

According to the Registration 

Statement, the Fund’s investment 

objective is to seek capital appreciation. 

Under normal conditions,7 the Fund 

will invest at least 80% of its net assets 

in the exchange-listed common stocks of 

select companies organized in the U.S. 

and included in the S&P Composite 

1500® (‘‘Companies’’). The Registration 

Statement states that the S&P Composite 

1500 is a combination of the following 

indices: the S&P 500®; the S&P MidCap 

400®; and the S&P SmallCap 600®.8

The Fund will invest in Companies 

within each of the large-cap, mid-cap, 

and small-cap U.S. equity market 

segments (each a ‘‘Market Segment’’). 

The large-cap segment is represented by 

companies comprising the S&P 500, the 

mid-cap segment is represented by 

companies comprising the S&P MidCap 

400, and the small-cap segment is 

represented by the companies 

comprising the S&P SmallCap 600. 

The Fund will also invest in 

Companies operating in each of the ten 

(10) sectors represented in the S&P 

Composite 1500. A sector is a large 

grouping of companies operating within 

the market that share similar 

characteristics. The ten (10) sectors 

comprising the S&P Composite 1500 are: 

Utilities, consumer staples, information 

technology, healthcare, financials, 

energy, consumer discretionary, 

materials, industrials, and 

telecommunication services (‘‘Sectors’’). 

As market conditions change, the 

Fund intends to rotate the investment 

focus of the Fund so as to overweight its 

portfolio in Companies comprising 

those Market Segments and Sectors that 

the Adviser believes offer the greatest 

potential for capital appreciation in the 

given market environment and 

underweight its portfolio in those 

Market Segments and Sectors that the 

Adviser believes offer the least potential 

for capital appreciation in that same 

market environment (as described in 

more detail below). If the Fund’s 

portfolio allocation to a particular 

Market Segment or Sector exceeds that 

Market Segment’s or Sector’s current 

weighting in the S&P Composite 1500, 

the Fund will be ‘‘overweighting’’ that 

Market Segment or Sector. Similarly, if 

the Fund’s portfolio allocation to a 

specific Market Segment or Sector is 

less than that Market Segment’s or 

Sector’s current weighting in the S&P 

Composite 1500, then the Fund will be 

‘‘underweighting’’ that Market Segment 

or Sector. The Adviser believes that 

these adjustments, collectively, will 

position the Fund for continued capital 

appreciation in the new market 

environment. 

The Adviser retains a broad mandate 

and discretion to invest in Companies 

consistent with its evaluation of the 

capital appreciation potential of the 

Market Segments and Sectors. The 

strategy of overweighting and 

underweighting Sectors to maximize 

opportunities for capital appreciation 

may result in the Fund investing greater 

than 25% of its total assets in the equity 

securities of Companies operating in 

one or more Sectors. Sectors are 

comprised of multiple individual 

industries, and the Fund will not invest 

more than 25% of its total assets in an 

individual industry. 

According to the Registration 

Statement, the Adviser will invest in 

Companies consistent with its 

assessment of the capital appreciation 

opportunities of each Market Segment 

and Sector. To determine the percentage 

of the Fund’s portfolio to invest in each 

Market Segment and Sector, the Adviser 

will use ‘‘top-down’’ analysis (analyzing 

the impact of economic trends before 

considering the performance of 

individual stocks) to evaluate broad 

economic trends. These trends are used 

to anticipate shifts in the business cycle. 

The Adviser also will analyze each 

Market Segment and Sector to 

determine which Market Segment(s) and 

Sector(s) may benefit the most from 

these trends and business shifts over the 

next 12 months. Factors considered in 

assessing each Market Segment and 

Sector include: (1) The relationship 

between each Market Segment or Sector 

and the current business cycle; (2) 

valuation levels; (3) earnings growth 

potential; and (4) analyses of the 

Companies included in the respective 

Market Segments and Sectors. 

The Adviser will monitor the market 

environment, Market Segments, and 

Sectors and may rotate the Fund’s 

investment focus by adjusting the 

Fund’s Market Segments and/or Sector 

weightings consistent with its ongoing 

assessment of the capital appreciation 

potential of each Market Segment and 

Sector. The Adviser may also rely, in 

part, on technical analysis (such as 

analyzing and examining past price 

movements to anticipate or forecast 

future price movements) to determine 

the timing of any changes to the Market 

Segment and/or Sector weightings. 

The Fund will invest in those 

Companies within the Market Segments 

and Sectors that offer the best potential 

for capital appreciation based on the 

Adviser’s evaluation of company 

fundamentals (including historic 

earnings, revenue, cash flow, and 

valuation (such as price-earnings ratio 

and book value)). 

Huntington EcoLogical Strategy ETF 

According to the Registration 

Statement, the Fund’s investment 

objective is to seek capital appreciation. 

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25220 Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 

9ADRs are securities issued by a U.S. bank or 

trust company evidencing ownership of underlying 

securities issued by a foreign company. ADRs are 

designed for use in U.S. securities markets. 

10The foreign equity securities, including any 

depositary receipts, in which the Funds may invest 

will be limited to securities that trade in markets 

that are members of the Intermarket Surveillance 

Group (‘‘ISG’’), which includes all U.S. national 

securities exchanges and certain foreign exchanges, 

or are parties to a comprehensive surveillance 

sharing agreement with the Exchange. See notes 16 

and 23, infra. 

11 Growth stocks are shares in a company whose 

earnings are expected to grow at an above-average 

rate relative to the market. Cyclical stocks are shares 

in a company that rise quickly when economic 

growth is strong and fall rapidly when growth is 

slowing down. 

12Under Section 5(b)(1) of the 1940 Act, a fund 

may not (i) with respect to 75% of its total assets, 

purchase securities of any issuer (except securities 

issued or guaranteed by the U.S. Government, its 

agencies or instrumentalities or shares of 

investment companies) if, as a result, more than 5% 

Under normal conditions, the Fund will 

invest at least 80% of its net assets in 

the exchange-listed equity securities of 

ecologically-focused companies. The 

Fund will primarily (at least 65% of 

total assets) invest in the U.S. exchangelisted common stock of ecologicallyfocused companies organized in the 

U.S. (‘‘U.S. Companies’’). The Fund, 

however, may also invest up to 35% of 

total assets in the exchange-listed 

common stock (or the equivalent 

thereof) and sponsored American 

Depositary Receipts (‘‘ADRs’’) 9 of 

ecologically-focused companies 

organized outside the U.S. (‘‘Foreign 

Companies’’).10 The Fund may invest in 

companies of all sizes. 

The Adviser will apply the following 

ecologically-focused criteria to identify 

the equity securities of U.S. and Foreign 

Companies. ‘‘Ecologically-focused 

companies’’ are companies that have 

positioned their business to respond to 

increased environmental legislation, 

cultural shifts towards environmentally 

conscious consumption, and capital 

investments in environmentally 

oriented projects. These companies 

include, but are not limited to, all U.S. 

and Foreign Companies that are 

components of one or more wellrecognized environmentally focused 

indices (such as the Dow Jones 

Sustainability Indexes and the DB 

NASDAQ OMX Clean Tech Index). 

The Fund will also invest in 

ecologically-focused companies which 

are not included in a well-recognized 

environmentally-focused index, but 

generate at least 1⁄3 of their revenues 

from activities aligned with one or more 

of the following environmental themes 

(‘‘Environmental Themes’’): 

• Alternative renewable power such 

as solar, wind, geothermal, hydro, or 

biomass; 

• Alternative renewable fuel such as 

biofuel, biomass, or hydrogen; 

• Alternative engines such as electric, 

flywheel, or micro turbines; 

• Energy efficiency such as energy 

efficient building materials, power, 

lighting, heating, or fuel; 

• Resource conservation/healthier 

use of resources such as recycling or 

renewable materials; and 

• Healthy lifestyle, such as pollution 

control or organic foods. 

A company that is not included in an 

environmentally-focused index or does 

not generate 1⁄3 of its revenue from 

activities aligned with one or more 

Environmental Themes shall also be 

considered an ecologically-focused 

company if the Adviser believes that 

environmentally conscious trends such 

as a stronger demand for chemical-free 

cleaning and farming, recycling, 

alternative fuel and energy, energy 

efficiency, pollution control, or 

environmental cleanup/restoration will 

positively impact that company’s future 

revenue (‘‘Environmentally Conscious 

Companies’’). Ecologically-focused 

companies also include those 

companies that the Adviser believes 

demonstrate sustainable environmental 

practices (‘‘Other Environmental 

Companies’’). Sustainable 

environmental practices include, but are 

not limited to, demonstrated progress 

in: 

• Improving energy and resource 

efficiency; 

• Reducing emissions from business 

operations; 

• Financial and operational support 

of renewable materials and less 

pollutive energy sources; or 

• Using or promoting the use of 

efficient buildings (measured by such 

labels as LEED or Energy Star). 

The Fund’s investment in the 

securities of Environmentally Conscious 

Companies and Other Environmental 

Companies will be limited to 10% of the 

Fund’s total assets. 

The strategy of investing in 

ecologically-focused companies may 

result in the Fund investing greater than 

25% of its total assets in one or more 

market sectors. A sector is a large 

grouping of companies operating within 

the market that share similar 

characteristics. The ten most commonly 

recognized market sectors are: Utilities, 

consumer staples, information 

technology, healthcare, financials, 

energy, consumer discretionary, 

materials, industrials, and 

telecommunication services. Sectors are 

comprised of multiple individual 

industries, and the Fund will not invest 

more than 25% of its total assets in an 

individual industry. 

According to the Registration 

Statement, the Adviser will review 

company fundamentals and the 

composition of recognized 

environmentally-focused indices to 

identify a universe of ecologicallyfocused companies. Company 

fundamentals include factors reflective 

of a company’s financial condition, 

including balance sheets and income 

statements, asset history, product or 

service development, and management 

productivity. The Adviser also will 

examine annual sustainability reports 

from companies, as well as 

supplemental disclosures regarding 

environmental practices within 

corporate investor relations materials. 

The Adviser will focus on 

ecologically-focused companies that it 

believes have better than average 

potential for growth in sales and profits. 

Historical financial statements (income, 

balance sheet, cash flow) will serve as 

quantitative guides in the selection 

process. Qualitative reviews of a 

company’s competitive position and 

target market potential also will 

influence portfolio decisions. The Fund 

will, under most market conditions, 

include a blend of growth or cyclical 

stocks held for price appreciation 

potential and dividend growth stocks 

held for their potential to deliver a 

growing stream of income.11 Factors 

regarding valuation such as price to 

sales ratios, price to earnings ratios, and 

price to book ratios will influence the 

size of the Fund’s position in each 

company. 

Other Permitted Investments, 

Investment Limitations, and Additional 

Information 

Each Fund, to a lesser extent, may 

attempt to pursue its investment 

objective by employing other 

investment strategies and by investing 

in additional types of securities that are 

not otherwise part of its principal 

investment strategies as described 

above. To the extent a Fund’s principal 

investment policies are satisfied, 

including but not limited to its 80% 

investment policy, such Fund may also 

invest up to 20% of its total assets in the 

securities described below. However, 

each Fund will also be subject to certain 

additional investment limitations 

including those set forth below. 

A Fund may only purchase securities 

of any issuer only when consistent with 

the maintenance of such Fund’s status 

as a diversified company under the 1940 

Act, the rules or regulations thereunder, 

as such statute, rules, or regulations may 

be amended from time to time, or any 

applicable exemptive relief.12

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Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 25221 

of its total assets would be invested in the securities 

of such issuer; or (ii) acquire more than 10% of the 

outstanding voting securities of any one issuer. For 

purposes of determining a Fund’s compliance with 

Section 5(b)(1), the issuer of the underlying security 

will be deemed to be the issuer of any respective 

depositary receipt. 

13See Form N–1A, Item 9. The Commission has 

taken the position that a fund is concentrated if it 

invests more than 25% of the value of its total 

assets in any one industry. See, e.g., Investment 

Company Act Release No. 9011 (October 30, 1975), 

40 FR 54241 (November 21, 1975). The Commission 

has also taken the position that concentration of 

investment in an industry or group of industries is 

not applicable to investments in tax-exempt 

securities issued by governments or political 

subdivisions of governments since such issuers are 

not members of any industry. See, e.g., Investment 

Company Act Release No. 9785 (May 31, 1977). For 

purposes of determining a Fund’s compliance with 

its concentration policy, the issuer of the 

underlying security will be deemed to be the issuer 

of any respective depositary receipt. 

14The Commission has stated that long-standing 

Commission guidelines have required open-end 

funds to hold no more than 15% of their net assets 

in illiquid securities and other illiquid assets. See 

Investment Company Act Release No. 28193 (March 

11, 2008), 73 FR 14617 (March 18, 2008), footnote 

34. See also Investment Company Act Release No. 

5847 (October 21, 1969), 35 FR 19989 (December 

31, 1970) (Statement Regarding ‘‘Restricted 

Securities’’); Investment Company Act Release No. 

18612 (March 12, 1992), 57 FR 9828 (March 20, 

1992) (Revisions of Guidelines to Form N–1A). A 

fund’s portfolio security is illiquid if it cannot be 

disposed of in the ordinary course of business 

within seven days at approximately the value 

ascribed to it by the fund. See Investment Company 

Act Release No. 14983 (March 12, 1986), 51 FR 

9773 (March 21, 1986) (adopting amendments to 

Rule 2a–7 under the 1940 Act); Investment 

Company Act Release No. 17452 (April 23, 1990), 

55 FR 17933 (April 30, 1990) (adopting Rule 144A 

under the Securities Act of 1933). 

15 26 U.S.C. 851. Qualification as a RIC requires, 

among other things, that a Fund: (i) Derive in each 

taxable year at least 90% of its gross income from: 

(a) Dividends, interest, payments with respect to 

certain securities loans, and gains from the sales or 

other disposition of stock, securities or foreign 

currencies, or other income (including but not 

limited to gain from options, futures and forward 

contracts) derived with respect to its business of 

investing in such stock, securities or foreign 

currencies; and (b) net income derived from 

interests in certain publicly traded partnerships that 

are treated as partnerships for U.S. federal income 

tax purposes and that derive less than 90% of their 

gross income from the items described in (a) above 

(each a ‘‘Qualified Publicly Traded Partnership’’); 

and (ii) diversify its holdings so that, at the end of 

each quarter of each taxable year: (a) At least 50% 

of the value of a Fund’s total assets is represented 

by (I) cash and cash items, U.S. government 

securities, the securities of other regulated 

investment companies and (II) other securities, with 

such other securities limited, in respect of any one 

issuer, to an amount not greater than 5% of the 

value of a Fund’s total assets and not more than 

10% of the outstanding voting securities of such 

issuer and (b) not more than 25% of the value of 

a Fund’s total assets is invested in the securities 

(other than U.S. government securities and the 

securities of other regulated investment companies) 

of (I) any one issuer, (II) any two or more issuers 

that a Fund controls and that are determined to be 

engaged in the same or similar trades or businesses 

or related trades or businesses or (III) any one or 

more Qualified Publicly Traded Partnerships. 

16According to the Registration Statement, EDRs/ 

CDRs are securities typically issued by a non-U.S. 

financial institution and evidence ownership 

interests in a security or a pool of securities issued 

by either a U.S. or foreign issuer. GDRs are issued 

globally and evidence a similar ownership 

arrangement. EDRs are designed for trading in 

European securities markets, and GDRs are 

designed for trading in non-U.S. securities markets. 

17See note 10, supra, and note 23, infra. 

18See id. 

A Fund may not concentrate 

investments in a particular industry or 

group of industries as concentration is 

defined under the 1940 Act, the rules or 

regulations thereunder, as such statute, 

rules, or regulations may be amended 

from time to time, or any applicable 

exemptive relief.13

A Fund may not hold in the aggregate 

more than 15% of its net assets in 

illiquid investments, including Rule 

144A securities and loan 

participations.14 Further, in accordance 

with the Exemptive Application, the 

Funds will not invest in options, 

futures, or swaps. The Funds’ 

investments will be consistent with the 

Funds’ investment objective and will 

not be used to enhance leverage. 

According to the Registration 

Statement, each Fund will elect to be 

treated, and intends to qualify each 

year, as a regulated investment company 

(‘‘RIC’’) under Subchapter M of the 

Internal Revenue Code.15

Finally, each Fund may also invest up 

to 20% of total assets in fixed income 

securities issued by companies 

organized in the U.S., including 

convertible securities that may be 

exchanged for or converted into 

common stock, corporate debt 

securities, U.S. Government securities, 

money market instruments, and zero 

coupon bonds. Each Fund may invest in 

other investment company securities, 

including mutual funds, consistent with 

the 1940 Act, the rules thereunder or 

relief from the Commission, as well as 

repurchase and reverse repurchase 

agreements. The Funds may also 

participate in foreign currency 

transactions and purchase securities on 

a when-issued or delayed delivery basis. 

Permitted Investments and Investment 

Limitations Applicable to Huntington 

US Equity Rotation Strategy ETF 

The Fund may invest up to 20% of 

total assets in equity securities, other 

than common stock of Companies, 

including preferred stocks, exchangetraded funds, interests in other business 

organizations, real estate investment 

trusts, and other domestic equity 

securities which the Adviser believes 

have equity characteristics (‘‘Other 

Domestic Equities’’). 

The Fund may invest up to 20% of its 

total assets in the following foreign 

securities which are issued by 

companies located outside of the U.S. 

and principally traded in foreign 

markets: (i) Equity securities and fixed 

income securities of foreign entities; (ii) 

obligations of foreign branches of U.S. 

banks and foreign or domestic branches 

of foreign banks including European 

Certificates of Deposit, European Time 

Deposits, Canadian Time Deposits, 

Canadian Yankee Bonds, Canadian 

Certificates of Deposit, and investments 

in Canadian commercial paper and 

europaper; (iii) depositary receipts 

including ADRs, European Depositary 

Receipts (‘‘EDRs’’), which are also 

known as Continental Depositary 

Receipts (‘‘CDRs’’), and Global 

Depositary Receipts (‘‘GDRs’’);16 (iv) 

securities issued or guaranteed by 

foreign corporations or foreign 

governments, their political 

subdivisions, agencies, and 

instrumentalities (e.g., fixed income 

securities supported by national, state, 

or provincial governments, or similar 

political subdivisions); (v) debt 

obligations of supranational entities, 

including international organizations 

designed or supported by governmental 

entities to promote economic 

reconstruction or development, 

international banking institutions, and 

related government agencies such as the 

International Bank for Reconstruction 

and Development (World Bank), the 

Asian Development Bank, the European 

Investment Bank, and the InterAmerican Development Bank; and (vi) 

fixed income securities of quasigovernmental agencies that are either 

issued by entities owned by a national, 

state, or equivalent government, or are 

obligations of a political unit that are 

not backed by the national government’s 

full faith and credit (collectively, 

‘‘Foreign Securities’’).17

Permitted Investments and Investment 

Limitations Specific to Huntington 

EcoLogical Strategy ETF 

The Fund may invest up to 20% of its 

total assets in Other Domestic Equities 

and Foreign Securities other than those 

issued by Foreign Companies permitted 

as part of the Fund’s principal 

investment strategies.18

Creations and Redemptions 

Creations and redemptions of Shares 

will occur in large specified blocks of 

Shares, referred to as ‘‘Creation Units.’’ 

A Creation Unit of a Fund is currently 

comprised of 25,000 Shares of that 

Fund. The number of Shares comprising 

a Creation Unit may change over time. 

According to the Registration Statement, 

to purchase or redeem Creation Units 

directly from a Fund, an investor must 

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25222 Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 

19 17 CFR 240.10A–3. 

20Under accounting procedures followed by the 

Funds, trades made on the prior business day (‘‘T’’) 

will be booked and reflected in NAV on the current 

business day (‘‘T+1’’). Accordingly, the Funds will 

be able to disclose at the beginning of the business 

day the portfolio that will form the basis for the 

NAV calculation at the end of the business day. 

21Currently, it is the Exchange’s understanding 

that several major market data vendors display and/ 

or make widely available Portfolio Indicative 

Values published on CTA or other data feeds. 

22See NYSE Arca Equities Rule 7.12, 

Commentary .04. 

be an Authorized Participant, or an 

investor must purchase the Shares 

through a financial institution that is an 

Authorized Participant. An ‘‘Authorized 

Participant’’ is a participant in the 

Continuous Net Settlement System of 

the National Securities Clearing 

Corporation (‘‘NSCC’’) or the Depository 

Trust Company that has executed a 

participant agreement with the 

Distributor that has been accepted by 

the Trust’s Custodian. Authorized 

Participants may purchase Creation 

Units of a Fund and sell individual 

Shares on the NYSE Arca. Similarly, 

Shares can only be redeemed in 

Creation Units. The prices at which 

creations and redemptions occur are 

based on the next calculation of net 

asset value (‘‘NAV’’) after an order in 

proper form is received by the 

Distributor on any day that a Fund is 

open for business. 

Generally, a Creation Unit will be 

purchased or redeemed from a Fund for 

a designated portfolio of securities along 

with a cash payment (‘‘Deposit 

Securities,’’ in the case of purchases, 

and ‘‘Redemption Securities,’’ in the 

case of redemptions). Generally, the 

Deposit Securities and the Redemption 

Securities will correspond pro rata to 

the portfolio securities of the applicable 

Fund. Purchases and redemptions of 

Creation Units may be made in whole or 

in part on a cash basis, rather than inkind, under circumstances set forth in 

the Registration Statement. 

The Shares will conform to the initial 

and continued listing criteria under 

NYSE Arca Equities Rule 8.600. The 

Exchange represents that, for initial 

and/or continued listing, each Fund will 

be in compliance with Rule 10A–3 

under the Exchange Act,19 as provided 

by NYSE Arca Equities Rule 5.3. A 

minimum of 100,000 Shares for each 

Fund will be outstanding at the 

commencement of trading on the 

Exchange. The Exchange will obtain a 

representation from the issuer of the 

Shares that the NAV will be calculated 

daily and that the NAV and the 

Disclosed Portfolio, as defined in NYSE 

Arca Equities Rule 8.600(c)(2), will be 

made available to all market 

participants at the same time. 

Additional information regarding the 

Trust and the Shares, including 

investment strategies, risks, creation and 

redemption procedures, fees, portfolio 

holdings, disclosure policies, 

distributions, and taxes is included in 

the Registration Statement. All terms 

relating to the Funds that are referred to, 

but not defined in, this proposed rule 

change are defined in the Registration 

Statement. 

Net Asset Value 

According to the Registration 

Statement, the NAV per Share of a Fund 

will be computed by dividing the value 

of the net assets of the Fund (i.e., the 

value of its total assets less total 

liabilities) by the total number of Shares 

of the Fund outstanding. The NAV per 

Share for a Fund will be calculated by 

the Trust’s fund accountant and 

determined as of the close of the regular 

trading session on the NYSE Arca 

(ordinarily 4 p.m., Eastern Time) on 

each day that the Exchange is open. 

Availability of Information 

The Funds’ Web site 

(www.huntingtonstrategyshares.com), 

which will be publicly available prior to 

the public offering of Shares, will 

include a form of the prospectus for the 

Funds that may be downloaded. The 

Funds’ Web site will include additional 

quantitative information updated on a 

daily basis, including, for each Fund, (1) 

daily trading volume, the prior business 

day’s reported closing price, NAV, and 

a calculation of the premium and 

discount of the closing price against the 

NAV, and (2) data in chart format 

displaying the frequency distribution of 

discounts and premiums of the daily 

closing price against the NAV, within 

appropriate ranges, for each of the four 

previous calendar quarters. 

On each business day, before 

commencement of trading in Shares in 

the Core Trading Session on the 

Exchange, the Funds will disclose on 

their Web site the Disclosed Portfolio 

that will form the basis for the Funds’ 

calculation of NAV at the end of the 

business day.20 On a daily basis, the 

Adviser will disclose on the Funds’ Web 

site for each portfolio security or other 

financial instrument of the Funds the 

following information: ticker symbol (if 

applicable) and name of security and 

financial instrument, the number of 

shares or dollar value of each security 

and financial instrument held in the 

portfolio, and percentage weighting of 

the security and financial instrument in 

the portfolio. The Web site information 

will be publicly available at no charge. 

In addition, a basket composition file, 

which includes the security names and 

share quantities required to be delivered 

in exchange for Fund Shares, together 

with estimated cash components, will 

be publicly disseminated daily prior to 

the opening of the Core Trading Session 

of the Exchange via the NSCC. The 

basket represents one Creation Unit of a 

Fund. Investors can also obtain the 

Trust’s Statement of Additional 

Information (‘‘SAI’’), each Fund’s 

Shareholder Reports, and its Form N– 

CSR and Form N–SAR, filed twice a 

year. The Trust’s SAI and Shareholder 

Reports are available free upon request 

from the Trust, and those documents 

and the Form N–CSR and Form N–SAR 

may be viewed on-screen or 

downloaded from the Commission’s 

Web site at www.sec.gov. Information 

regarding market price and trading 

volume of the Shares will be continually 

available on a real-time basis throughout 

the day on brokers’ computer screens 

and other electronic services. 

Information regarding the previous 

day’s closing price and trading volume 

information for the Shares will be 

published daily in the financial section 

of newspapers. Quotation and last-sale 

information for the Shares will be 

available via the Consolidated Tape 

Association (‘‘CTA’’) high-speed line. In 

addition, the Portfolio Indicative Value, 

as defined in NYSE Arca Equities Rule 

8.600(c)(3), will be widely disseminated 

by one or more major market data 

vendors at least every 15 seconds during 

the Core Trading Session.21 The 

dissemination of the Portfolio Indicative 

Value, together with the Disclosed 

Portfolio, will allow investors to 

determine the value of the underlying 

portfolio of the Funds on a daily basis 

and to provide a close estimate of that 

value throughout the trading day. The 

intra-day, closing, and settlement prices 

of the portfolio securities are also 

readily available from the national 

securities exchanges trading such 

securities, automated quotation systems, 

published or other public sources, or 

on-line information services such as 

Bloomberg or Reuters. 

Trading Halts 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares of 

the Funds.22 Trading in Shares of the 

Funds will be halted if the circuit 

breaker parameters in NYSE Arca 

Equities Rule 7.12 have been reached. 

Trading also may be halted because of 

market conditions or for reasons that, in 

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Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 25223 

23For a list of the current members of ISG, see 

http://www.isgportal.org. The Exchange notes that 

not all components of the Disclosed Portfolio for the 

Funds may trade on markets that are members of 

ISG or with which the Exchange has in place a 

comprehensive surveillance sharing agreement. 

24 15 U.S.C. 78f(b)(5). 

the view of the Exchange, make trading 

in the Shares inadvisable. These may 

include: (1) The extent to which trading 

is not occurring in the securities and/or 

the financial instruments comprising 

the Disclosed Portfolio of the Funds; or 

(2) whether other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. Trading in the 

Shares will be subject to NYSE Arca 

Equities Rule 8.600(d)(2)(D), which sets 

forth circumstances under which Shares 

of the Funds may be halted. 

Trading Rules 

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. Shares will trade on 

the NYSE Arca Marketplace from 

4:00 a.m. to 8:00 p.m. Eastern Time in 

accordance with NYSE Arca Equities 

Rule 7.34 (Opening, Core, and Late 

Trading Sessions). The Exchange has 

appropriate rules to facilitate 

transactions in the Shares during all 

trading sessions. As provided in NYSE 

Arca Equities Rule 7.6, Commentary .03, 

the minimum price variation (‘‘MPV’’) 

for quoting and entry of orders in equity 

securities traded on the NYSE Arca 

Marketplace is $0.01, with the exception 

of securities that are priced less than 

$1.00 for which the MPV for order entry 

is $0.0001. 

Surveillance 

The Exchange intends to utilize its 

existing surveillance procedures 

applicable to derivative products (which 

include Managed Fund Shares) to 

monitor trading in the Shares. The 

Exchange represents that these 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

in all trading sessions and to deter and 

detect violations of Exchange rules and 

applicable federal securities laws. 

The Exchange’s current trading 

surveillance focuses on detecting 

securities trading outside their normal 

patterns. When such situations are 

detected, surveillance analysis follows 

and investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

The Exchange may obtain information 

via the ISG from other exchanges that 

are members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement.23 All of 

the primary equity investments to be 

held by each Fund, as well as the nonU.S.-listed equity securities, including 

any depositary receipts, held by each 

Fund will trade in markets that are ISG 

members or are parties to a 

comprehensive surveillance sharing 

agreement with the Exchange. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

Equity Trading Permit (‘‘ETP’’) Holders 

in an Information Bulletin (‘‘Bulletin’’) 

of the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Bulletin will discuss 

the following: (1) The procedures for 

purchases and redemptions of Shares in 

Creation Unit aggregations (and that 

Shares are not individually redeemable); 

(2) NYSE Arca Equities Rule 9.2(a), 

which imposes a duty of due diligence 

on its ETP Holders to learn the essential 

facts relating to every customer prior to 

trading the Shares; (3) the risks involved 

in trading the Shares during the 

Opening and Late Trading Sessions 

when an updated Portfolio Indicative 

Value will not be calculated or publicly 

disseminated; (4) how information 

regarding the Portfolio Indicative Value 

is disseminated; (5) the requirement that 

ETP Holders deliver a prospectus to 

investors purchasing newly issued 

Shares prior to or concurrently with the 

confirmation of a transaction; and (6) 

trading information. 

In addition, the Bulletin will 

reference that the Funds are subject to 

various fees and expenses described in 

the Registration Statement. The Bulletin 

will discuss any exemptive, no-action, 

and interpretive relief granted by the 

Commission from any rules under the 

Exchange Act. The Bulletin will also 

disclose that the NAV for the Shares 

will be calculated after 4:00 p.m. 

Eastern Time each trading day. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

requirement under Section 6(b)(5) 24

that an exchange have rules that are 

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, in general, to protect 

investors and the public interest. 

The Exchange believes that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices in that the Shares will 

be listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in NYSE Arca Equities 

Rule 8.600. The Exchange has in place 

surveillance procedures that are 

adequate to properly monitor trading in 

the Shares in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. The Exchange may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. Under normal 

conditions, the Huntington US Equity 

Rotation Strategy ETF will invest at 

least 80% of its net assets in the 

exchange-listed common stocks of select 

companies organized in the U.S. and 

included in the S&P Composite 1500, 

and the Huntington EcoLogical Strategy 

ETF will invest at least 80% of its net 

assets in the exchange-listed equity 

securities of ecologically-focused 

companies. While each Fund may hold 

non-U.S. equity securities, the foreign 

equity securities, including any 

depositary receipts, in which the Funds 

may invest will be limited to securities 

that trade in markets that are members 

of the ISG or are parties to a 

comprehensive surveillance sharing 

agreement with the Exchange. The 

Funds will not hold more than 15% of 

net assets in illiquid investments, 

including Rule 144A securities and loan 

participations. Each Fund’s investments 

will be consistent with its Fund’s 

investment objective and will not be 

used to enhance leverage. The Funds 

will not invest in options contracts, 

futures contracts, or swap agreements. 

The Adviser is affiliated with two 

broker-dealers and has implemented a 

fire wall with respect to each affiliated 

broker-dealer regarding access to 

information concerning the composition 

and/or changes to a Fund portfolio. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest in that the Exchange will 

obtain a representation from the issuer 

of the Shares that the NAV per Share 

will be calculated daily and that the 

NAV and the Disclosed Portfolio will be 

made available to all market 

participants at the same time. In 

addition, a large amount of information 

is publicly available regarding the 

Funds and the Shares, thereby 

promoting market transparency. 

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25224 Federal Register / Vol. 77, No. 82 / Friday, April 27, 2012 / Notices 

25 17 CFR 200.30–3(a)(12). 

Moreover, the Portfolio Indicative Value 

will be widely disseminated by one or 

more major market data vendors at least 

every 15 seconds during the Core 

Trading Session. On each business day, 

before commencement of trading in 

Shares in the Core Trading Session on 

the Exchange, the Funds will disclose 

on their Web site the Disclosed Portfolio 

that will form the basis for the Funds’ 

calculation of NAV at the end of the 

business day. Information regarding 

market price and trading volume of the 

Shares will be continually available on 

a real-time basis throughout the day on 

brokers’ computer screens and other 

electronic services, and quotation and 

last-sale information will be available 

via the CTA high-speed line. The Web 

site for the Funds will include a form of 

the prospectus for the Funds and 

additional data relating to NAV and 

other applicable quantitative 

information. Moreover, prior to the 

commencement of trading, the Exchange 

will inform its ETP Holders in an 

Information Bulletin of the special 

characteristics and risks associated with 

trading the Shares. Trading in Shares of 

the Funds will be halted if the circuit 

breaker parameters in NYSE Arca 

Equities Rule 7.12 have been reached or 

because of market conditions or for 

reasons that, in the view of the 

Exchange, make trading in the Shares 

inadvisable, and trading in the Shares 

will be subject to NYSE Arca Equities 

Rule 8.600(d)(2)(D), which sets forth 

circumstances under which Shares of 

the Funds may be halted. In addition, as 

noted above, investors will have ready 

access to information regarding the 

Funds’ holdings, the Portfolio Indicative 

Value, the Disclosed Portfolio, and 

quotation and last-sale information for 

the Shares. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of additional types of actively managed 

exchange-traded products that will 

enhance competition among market 

participants, to the benefit of investors 

and the marketplace. As noted above, 

the Exchange has in place surveillance 

procedures relating to trading in the 

Shares and may obtain information via 

ISG from other exchanges that are 

members of ISG or with which the 

Exchange has entered into a 

comprehensive surveillance sharing 

agreement. In addition, as noted above, 

investors will have ready access to 

information regarding the Funds’ 

holdings, the Portfolio Indicative Value, 

the Disclosed Portfolio, and quotation 

and last-sale information for the Shares. 

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 purposes of the Act. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to 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 (i) 

as the Commission may designate up to 

90 days of such date 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: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rulecomments@sec.gov. Please include File 

Number SR–NYSEArca–2012–34 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2012–34. 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 Web site (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 Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549 on official 

business days between 10 a.m. and 

3 p.m. Copies of the filing will also be 

available for inspection and copying at 

the NYSE’s principal office and on its 

Internet Web site at www.nyse.com. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2012–34 and 

should be submitted on or before May 

18, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–10158 Filed 4–26–12; 8:45 am] 

BILLING CODE 8011–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #13044 and #13045] 

West Virginia Disaster Number WV– 

00023 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Amendment 1. 

SUMMARY: This is an amendment of the 

Presidential declaration of a major 

disaster for the State of West Virginia 

(FEMA–4059–DR), dated 03/16/2012. 

Incident: Severe Storms, Tornadoes, 

Flooding, Mudslides, and Landslides. 

Incident Period: 02/29/2012 through 

03/05/2012. 

Effective Date: 04/18/2012. 

Physical Loan Application Deadline 

Date: 05/15/2012. 

Eidl Loan Application Deadline Date: 

12/17/2012. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

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