```

[Federal Register Volume 77, Number 64 (Tuesday, April 3, 2012)]
[Notices]
[Pages 20079-20086]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-7894]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-66669; File No. SR-NYSEArca-2012-21]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating To the Listing and Trading of the 
First Trust North American Infrastructure Fund Under NYSE Arca Equities 
Rule 8.600

March 28, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice 
is hereby given that, on March 13, 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.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following 
under NYSE Arca Equities Rule 8.600 (``Managed Fund Shares''): First 
Trust North American Infrastructure Fund. The text of the proposed rule 
change is available at the Exchange, the Commission's Public Reference 
Room, and www.nyse.com.

[[Page 20080]]

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 the shares (``Shares'') of 
the First Trust North American Infrastructure Fund (``Fund'') under 
NYSE Arca Equities Rule 8.600, which governs the listing and trading of 
Managed Fund Shares.\3\ The Shares will be offered by First Trust 
Exchange-Traded Fund IV (``Trust''), which is organized as a 
Massachusetts business trust and is registered with the Commission as 
an open-end management investment company.\4\ The investment adviser to 
the Fund will be First Trust Advisors L.P. (``Adviser'' or ``First 
Trust''). Energy Income Partners LLC will serve as investment sub-
adviser to the Fund (``Sub-Adviser'') and provide day-to-day portfolio 
management of the Fund. First Trust Portfolios L.P. (``Distributor'') 
will be the principal underwriter and distributor of the Fund's Shares. 
Bank of New York Mellon (``Administrator'' or ``BNY'') will serve as 
administrator, custodian, and transfer agent for the Fund.\5\
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    \3\ A 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.
    \4\ The Trust is registered under the 1940 Act. On July 19, 
2011, the Trust filed with the Commission a 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 Fund (File Nos. 333-174332 and 
811-22559) (``Registration Statement''). The description of the 
operation of the Trust and the Fund herein is based, in part, on the 
Registration Statement. In addition, the Commission has issued an 
order granting certain exemptive relief to the Trust under the 1940 
Act. See Investment Company Act Release No. 28468 (October 27, 2008) 
(File No. 812-13477) (``Exemptive Order'').
    \5\ The Commission has previously approved listing and trading 
on the Exchange of a number of actively managed funds under 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); 60460 (August 7, 2009), 74 FR 41468 
(August 17, 2009) (SR-NYSEArca-2009-55) (order approving listing of 
Dent Tactical ETF); 62502 (July 15, 2010), 75 FR 42471 (July 21, 
2010) (SR-NYSEArca-2010-57) (order approving listing of 
AdviserShares WCM/BNY Mellon Focused Growth ADR ETF); 63076 (October 
12, 2010), 75 FR 63874 (October 18, 2010) (SR-NYSEArca-2010-79) 
(order approving listing of Cambria Global Tactical ETF).
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    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 broker-dealer 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 nonpublic 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 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 First Trust Portfolios L.P., a broker-
dealer, and has implemented a fire wall with respect to its broker-
dealer affiliate regarding access to information concerning the 
composition and/or changes to the portfolio. In addition, the Sub-
Adviser is affiliated with a broker-dealer and has implemented a fire 
wall with respect to such broker-dealer affiliate regarding access to 
information concerning the composition and/or changes to the portfolio. 
In the event (a) the Adviser or the Sub-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 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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    \6\ An 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 Sub-Adviser and their related 
personnel are subject to the provisions of Rule 204A-1 under the 
Advisers Act relating to codes of ethics. This Rule requires 
investment advisers to adopt a code of ethics that reflects the 
fiduciary nature of the relationship to clients as well as 
compliance with other applicable securities laws. Accordingly, 
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with 
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under 
the Advisers Act makes it unlawful for an investment adviser to 
provide investment advice to clients unless such investment adviser 
has (i) adopted and implemented written policies and procedures 
reasonably designed to prevent violation, by the investment adviser 
and its supervised persons, of the Advisers Act and the Commission 
rules adopted thereunder; (ii) implemented, at a minimum, an annual 
review regarding the adequacy of the policies and procedures 
established pursuant to subparagraph (i) above and the effectiveness 
of their implementation; and (iii) designated an individual (who is 
a supervised person) responsible for administering the policies and 
procedures adopted under subparagraph (i) above.
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    According to the Registration Statement, the Fund's investment 
objective is to seek total return with an emphasis on current 
distributions and dividends paid to shareholders. Under normal market 
conditions,\7\ the Fund will invest at least 80% of its net assets 
(plus the amount of any borrowings for investment purposes) in 
exchange-traded equity securities of companies domiciled in the United 
States or Canada and deemed to be engaged in the energy infrastructure 
segment of the energy and utilities sectors. Equity securities include 
common stocks; preferred securities; warrants to purchase common stocks 
or preferred securities; securities convertible into common stocks or 
preferred securities; and other securities with equity characteristics. 
Such securities may include depositary receipts, master limited 
partnerships (``MLPs''), MLP I-shares (``I-Shares'') (as described 
below), MLP subordinated units (as described below), securities of 
pipeline and power utility companies, and securities of Canadian energy 
infrastructure companies and Canadian

[[Page 20081]]

Energy Infrastructure Trusts \8\ (``CEITs''). According to the 
Registration Statement, the Sub-Adviser's priority will be to focus on 
steady fee-for-service income and will limit the cyclical energy 
exposure of the portfolio in order to reduce the volatility of returns.
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    \7\ The term ``under normal market 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.
    \8\ CEITs are Canadian trusts that own or invest in companies 
engaged in activities in the energy infrastructure sector, including 
the exploration, mining, production, processing, transportation and 
storage of energy-related resources. According to the Registration 
Statement, an investment in units of CEITs involves risks which 
differ from an investment in common stock of a corporation. CEITs 
generally pass revenue on to unit holders rather than reinvesting in 
the business, which may lead to the sacrifice of potential growth. 
CEITs generally do not guarantee minimum distributions or return of 
capital. If the assets underlying a CEIT do not perform as expected, 
the CEIT may reduce or eliminate distributions. The declaration of 
such distributions generally depends upon various factors, including 
the operating performance and financial condition of the CEITs and 
general economic conditions.
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    The Fund may invest in U.S. dollar-denominated, exchange-listed 
depositary receipts and U.S. dollar-denominated foreign (primarily 
Canadian) equity securities.\9\ The Fund's investments may include 
American Depositary Receipts (``ADRs''), Global Depositary Receipts 
(``GDRs''), European Depositary Receipts (``EDRs'') or other depositary 
receipts (collectively ``Depositary Receipts''), or New York Shares or 
Global shares.\10\
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    \9\ The foreign equity securities in which the Fund may invest, 
including any Depositary Receipts (as defined herein) and/or New 
York Shares and Global shares, as described herein, 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 note 27, infra.
    \10\ According to the Registration Statement, ADRs are receipts 
typically issued by an American bank or trust company that evidence 
ownership of underlying securities issued by a foreign corporation. 
EDRs are receipts issued by a European bank or trust company 
evidencing ownership of securities issued by a foreign corporation. 
New York Shares are typically issued by a company incorporated in 
the Netherlands and represent a direct interest in the company. GDRs 
are receipts issued throughout the world that evidence a similar 
arrangement. ADRs, EDRs, and GDRs may trade in foreign currencies 
that differ from the currency the underlying security for each ADR, 
EDR, or GDR principally trades in. Generally, ADRs and New York 
Shares, in registered form, are designed for use in the U.S. 
securities markets. EDRs, in registered form, are used to access 
European markets. GDRs, in registered form, are traded both in the 
United States and in Europe and are designed for use throughout the 
world. Global shares are the actual (ordinary) shares of a non-U.S. 
company which trade both in the home market and the United States. 
Global shares are represented by the same share certificate in the 
United States and the home market. Separate registrars in the United 
States and the home country are maintained. In most cases, purchases 
occurring on a U.S. exchange would be reflected on the U.S. 
registrar. Global shares may also be eligible to list on exchanges 
in addition to the United States and the home country.
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    The Fund may invest in MLPs, which are limited partnerships whose 
shares (or common units) are listed and traded on a U.S. securities 
exchange. To qualify to be treated as a partnership for federal income 
tax purposes, such an MLP must receive at least 90% of its income from 
qualifying sources such as natural resource activities. Natural 
resource activities include the exploration, development, mining, 
production, processing, refining, transportation, storage, and 
marketing of mineral or natural resources.\11\
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    \11\ According to the Registration Statement, MLPs generally 
have two classes of owners, the general partner and limited 
partners. The general partner, which is generally a major energy 
company, investment fund, or the management of the MLP, typically 
controls the MLP through a 2% general partner equity interest in the 
MLP plus common units and subordinated units. Limited partners own 
the remainder of the partnership, through ownership of common units, 
and have a limited role in the partnership's operations and 
management.
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    The Fund may invest in Energy MLPs, which can generally be 
classified as Midstream MLPs, Propane MLPs, and Coal MLPs.
    Midstream MLP natural gas services include the treating, gathering, 
compression, processing, transmission, and storage of natural gas and 
the transportation, fractionation, and storage of natural gas liquids 
(``NGLs'') (primarily propane, ethane, butane, and natural gasoline). 
Midstream MLP crude oil services include the gathering, transportation, 
storage, and terminalling of crude oil. Midstream MLP refined petroleum 
product services include the transportation (usually via pipelines, 
barges, rail cars, and trucks), storage, and terminalling of refined 
petroleum products (primarily gasoline, diesel fuel, and jet fuel) and 
other hydrocarbon by-products. Midstream MLPs may also operate 
ancillary businesses, including the marketing of the products and 
logistical services.
    Propane MLP services include the distribution of propane to 
homeowners for space and water heating and to commercial, industrial, 
and agricultural customers. Propane serves approximately 3% of the 
household energy needs in the United States, largely for homes beyond 
the geographic reach of natural gas distribution pipelines. Volumes are 
weather dependent, and a majority of annual cash flow is earned during 
the winter heating season (October through March).
    Coal MLP services include the owning, leasing, managing, 
production, and sale of coal and coal reserves. Electricity generation 
is the primary use of coal in the United States. Demand for electricity 
and supply of alternative fuels to generators are the primary drivers 
of coal demand.
    The Fund may invest in MLP subordinated units, which are typically 
issued by MLPs to their original sponsors, such as their founders, 
corporate general partners of MLPs, entities that sell assets to the 
MLP, and institutional investors.
    The Fund may invest in I-Shares, which represent an ownership 
interest issued by an affiliated party of an MLP. The MLP affiliate 
uses the proceeds from the sale of I-Shares to purchase limited 
partnership interests in the MLP in the form of i-units. I-units have 
similar features as MLP common units in terms of voting rights, 
liquidation preference, and distributions. However, rather than 
receiving cash, the MLP affiliate receives additional i-units in an 
amount equal to the cash distributions received by MLP common units. 
Similarly, holders of I-Shares will receive additional I-Shares, in the 
same proportion as the MLP affiliates' receipt of i-units, rather than 
cash distributions. I-Shares themselves have limited voting rights, 
which are similar to those applicable to MLP common units. I-Shares are 
listed and traded on the New York Stock Exchange LLC (``NYSE'') and 
NYSE Amex LLC.
    The Fund may invest in securities of other U.S. and Canadian-listed 
and traded open-end or closed-end investment companies, including 
exchange-traded funds that are registered under the 1940 Act 
(``ETFs''), such as ETFs listed on the Exchange under NYSE Arca 
Equities Rules 5.2(j)(3) and 8.600, that invest primarily in securities 
of the types in which the Fund may invest directly. The Fund also may 
invest in other types of U.S. exchange-traded products, such as 
exchange traded notes (``ETNs'') and exchange-traded pooled investment 
vehicles (collectively, with ETNs, ``Underlying ETPs'').\12\
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    \12\ Underlying ETPs, which will be listed on a national 
securities exchange, include the following: Index-Linked Securities 
(as described in NYSE Arca Equities Rule 5.2(j)(6)); Trust Issued 
Receipts (as described in NYSE Arca Equities Rule 8.200); Commodity-
Based Trust Shares (as described in NYSE Arca Equities Rule 8.201); 
Currency Trust Shares (as described in NYSE Arca Equities Rule 
8.202); Commodity Index Trust Shares (as described in NYSE Arca 
Equities Rule 8.203); Trust Units (as described in NYSE Arca 
Equities Rule 8.500); and closed-end funds.
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    The Fund may invest in the securities of ETFs in excess of the 
limits imposed under the 1940 Act pursuant to exemptive orders obtained 
by such ETFs and their sponsors from the Commission. Securities of 
other investment companies may be leveraged; such investments will not 
be

[[Page 20082]]

used to enhance leverage and will be consistent with the Fund's 
investment objective.
    Under normal market conditions, the Fund will invest substantially 
all of its assets to meet its investment objective. The Fund may invest 
the remainder of its assets in securities with maturities of less than 
one year or cash equivalents, or it may hold cash, as described below. 
The percentage of the Fund invested in such holdings will vary and 
depend on several factors, including market conditions.
Other Investments
Cash Equivalents and Short-Term Investments
    According to the Registration Statement, for temporary defensive 
purposes and during periods of high cash inflows or outflows, the Fund 
may depart from its principal investment strategies and invest part or 
all of its assets in securities with maturities of less than one year 
or cash or cash equivalents. The Fund may adopt a defensive strategy 
when the portfolio managers believe securities in which the Fund 
normally invests have elevated risks due to political or economic 
factors and in other extraordinary circumstances. The Fund may, without 
limit as to percentage of assets, purchase U.S. Government securities 
or short-term debt securities to keep cash on hand fully invested or 
for temporary defensive purposes. Short-term debt securities are 
securities from issuers having a long-term debt rating of at least A by 
Standard & Poor's Ratings Group (``S&P Ratings''), Moody's Investors 
Service, Inc. (``Moody's''), or Fitch, Inc. (``Fitch'') and having a 
maturity of one year or less.
    According to the Registration Statement, short-term debt securities 
are defined to include, without limitation, the following:
    1. 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, as described further in the Registration Statement.
    2. Certificates of deposit issued against funds deposited in a bank 
or savings and loan association.
    3. Bankers' acceptances, which are short-term credit instruments 
used to finance commercial transactions.
    4. Repurchase agreements, which involve purchases of debt 
securities.\13\
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    \13\ In such an action, at the time the Fund purchases the 
security, it will simultaneously agree to resell and redeliver the 
security to the seller, who also simultaneously will agree to buy 
back the security at a fixed price and time. The Fund may enter into 
repurchase agreements only with respect to obligations of the U.S. 
Government, its agencies, or instrumentalities; certificates of 
deposit; or bankers acceptances in which the Fund may invest. In 
addition, the Fund may only enter into repurchase agreements where 
the market value of the purchased securities/collateral equals at 
least 100% of principal including accrued interest and is marked-to-
market daily. The Fund intends to enter into repurchase agreements 
only with financial institutions and dealers believed by First Trust 
to present minimal credit risks in accordance with criteria 
established by the Trust's Board of Trustees (``Board''). First 
Trust will review and monitor the creditworthiness of such 
institutions. First Trust will monitor the value of the collateral 
at the time the action is entered into and at all times during the 
term of the repurchase agreement. First Trust will do so in an 
effort to determine that the value of the collateral always equals 
or exceeds the agreed-upon repurchase price to be paid to the Fund.
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    5. 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. There may be penalties for the early withdrawal of 
such time deposits, in which case the yields of these investments will 
be reduced.
    6. Commercial paper, which are short-term unsecured promissory 
notes. The Fund will not invest in any master demand notes.
    The use of temporary investments will not be a part of a principal 
investment strategy of the Fund. The Fund may invest in shares of money 
market funds to the extent permitted by the 1940 Act.
Investments in Derivatives
    In accordance with the Exemptive Order, the Fund may invest up to 
35% of its net assets in futures (``Futures'' or ``Futures 
Contracts''), interest rate swaps, total return swaps, non-U.S. 
currency swaps, credit default swaps, options, and other derivative 
instruments to seek to enhance return, to hedge some of the risks of 
their investments in securities, as a substitute for a position in the 
underlying asset, to reduce transaction costs, to maintain full market 
exposure (which means to adjust the characteristics of their 
investments to more closely approximate those of the markets in which 
they invest), to manage cash flows, to limit exposure to losses due to 
changes to non-U.S. currency exchange rates, or to preserve capital. 
Notwithstanding the Exemptive Order, the Fund, under normal market 
conditions, will not invest more than 20% of its net assets in such 
instruments. In connection with hedging activities in which the Fund 
may engage, First Trust may cause the Fund to utilize a variety of 
financial instruments, including options, forward contracts, Futures 
Contracts, and options on Futures Contracts to attempt to hedge the 
Fund's holdings.\14\ The use of Futures is not a part of a principal 
investment strategy of the Fund.\15\
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    \14\ According to the Registration Statement, the Trust has 
filed a notice of eligibility for exclusion from the definition of 
the term ``commodity pool operator'' with the National Futures 
Association. The Fund will not enter into Futures and options 
transactions if the sum of the initial margin deposits and premiums 
paid for unexpired options exceeds 5% of the Fund's total assets.
    \15\ Hedging or derivative instruments on securities generally 
will be used to hedge against price movements in one or more 
particular securities positions that the Fund owns or intends to 
acquire. Such instruments may also be used to ``lock-in'' realized 
but unrecognized gains in the value of portfolio securities. Hedging 
instruments on stock indices, in contrast, generally are used to 
hedge against price movements in broad equity market sectors in 
which the Fund has invested or expects to invest. The use of hedging 
instruments is subject to applicable regulations of the Commission, 
the several options and Futures exchanges upon which they are 
traded, the Commodity Futures Trading Commission (``CFTC'') and 
various state regulatory authorities.
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    The Fund may use derivative investments to hedge against interest 
rate and market risks. The Fund may engage in various interest rate and 
currency hedging transactions, including buying or selling options or 
entering into other transactions including forward contracts, swaps and 
other derivatives transactions. The Fund may also engage in certain 
transactions intended to hedge its exposure to currency risks due to 
foreign currency denominated investments. The Fund may sell covered 
calls on equity positions in the portfolio in order to enhance its 
income.
    The Fund may purchase stock index options, sell stock index options 
in order to close out existing positions, and/or write covered options 
on stock indices for hedging purposes. Stock index options are put 
options and call options on various stock indices. The Fund may enter 
into Futures Contracts, including index Futures as a hedge against 
movements in the equity markets, in order to hedge against changes on 
securities held or intended to be acquired by the Fund or for other 
purposes permissible under the Commodity Exchange Act (``CEA'').\16\ 
The Fund's hedging may include sales of Futures as an offset against 
the effect of expected declines in stock prices and purchases of 
Futures as an offset against the effect of expected increases in stock 
prices. The Fund will not enter into Futures Contracts which are 
prohibited under the CEA and will, to the extent required by regulatory 
authorities, enter only into Futures Contracts that are

[[Page 20083]]

traded on national Futures exchanges and are standardized as to 
maturity date and underlying financial instrument. The principal 
interest rate Futures exchanges in the United States are the Chicago 
Board of Trade and the Chicago Mercantile Exchange.
---------------------------------------------------------------------------

    \16\ 7 U.S.C. 1 et seq.
---------------------------------------------------------------------------

    The Fund may also purchase or write put and call options on Futures 
Contracts and enter into closing transactions with respect to such 
options to terminate an existing position.
    The Fund may use options on Futures Contracts in connection with 
hedging strategies. Generally, these strategies would be applied under 
the same market and market sector conditions in which the Fund uses put 
and call options on securities or indices.
    The Fund may invest in companies that are considered to be 
``passive foreign investment companies'' (``PFICs''), which are 
generally certain non-U.S. corporations that receive at least 75% of 
their annual gross income from passive sources (such as interest, 
dividends, certain rents and royalties or capital gains) or that hold 
at least 50% of their assets in investments producing such passive 
income.\17\
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    \17\ See note 9, supra, and note 27, infra.
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    The Fund may not invest 25% or more of the value of its total 
assets in securities of issuers in any one industry or group of 
industries. This restriction does not apply to securities issued by 
energy infrastructure companies or obligations issued or guaranteed by 
the U.S. Government, its agencies, or instrumentalities. Accordingly, 
the Fund will concentrate its investments in energy infrastructure 
companies.\18\
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    \18\ See 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).
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    The Fund may hold illiquid securities (i.e., securities that are 
not readily marketable).\19\ For purposes of this restriction, illiquid 
securities include, but are not limited to, restricted securities 
(securities the disposition of which is restricted under the federal 
securities laws), securities that may only be resold pursuant to Rule 
144A under the Securities Act of 1933, and repurchase agreements with 
maturities in excess of seven days. However, the Fund will not hold 
illiquid securities if, as a result, such securities would comprise 
more than 15% of the value of the Fund's net assets.
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    \19\ The 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).
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    The Fund intends to qualify annually and to elect to be treated as 
a regulated investment company (``RIC'') under the Internal Revenue 
Code of 1986, as amended.\20\
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    \20\ 26 U.S.C. 851. According to the Registration Statement, to 
qualify for the favorable U.S. federal income tax treatment 
generally accorded to RICs, the Fund must, among other things, (a) 
derive in each taxable year at least 90% of its gross income from 
dividends, interest, payments with respect to securities loans and 
gains from the sale or other disposition of stock, securities or 
foreign currencies or other income derived with respect to its 
business of investing in such stock, securities or currencies, or 
net income derived from interests in certain publicly traded 
partnerships; (b) diversify its holdings so that, at the end of each 
quarter of the taxable year, (i) at least 50% of the market value of 
the Fund's assets is represented by cash and cash items (including 
receivables), U.S. Government securities, the securities of other 
RICs and other securities, with such other securities of any one 
issuer generally limited for the purposes of this calculation to an 
amount not greater than 5% of the value of the Fund's total assets 
and not greater than 10% of the outstanding voting securities of 
such issuer, and (ii) not more than 25% of the value of its total 
assets is invested in the securities (other than U.S. Government 
securities or the securities of other RICs) of any one issuer, or 
two or more issuers which the Fund controls which are engaged in the 
same, similar or related trades or businesses, or the securities of 
one or more of certain publicly traded partnerships; and (c) 
distribute at least 90% of its investment company taxable income 
(which includes, among other items, dividends, interest and net 
short-term capital gains in excess of net long-term capital losses) 
and at least 90% of its net tax-exempt interest income each taxable 
year. There are certain exceptions for failure to qualify if the 
failure is for reasonable cause or its de minimis, and certain 
action is taken and certain tax payments are made by the Fund.
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Creations and Redemptions
    The Fund will issue and redeem Shares on a continuous basis, at net 
asset value (``NAV''), only in large specified blocks each consisting 
of 50,000 Shares (each such block of Shares, called a ``Creation 
Unit''). Each group of Creation Units is referred to as a ``Creation 
Unit Aggregation.'' The Creation Units will be issued and redeemed for 
securities in which the Fund invests, cash or both securities and cash.
    The consideration for purchase of Creation Unit Aggregations of the 
Fund may consist of (i) cash in lieu of all or a portion of the Deposit 
Securities, as defined below, and/or (ii) a designated portfolio of 
equity securities determined by First Trust or the Sub-Adviser--the 
``Deposit Securities''--per each Creation Unit Aggregation (``Fund 
Securities'') and generally an amount of cash--the ``Cash Component.'' 
Together, the Deposit Securities and the Cash Component (including the 
cash in lieu amount) constitute the ``Fund Deposit,'' which represents 
the minimum initial and subsequent investment amount for a Creation 
Unit Aggregation of the Fund.
    BNY, through the National Securities Clearing Corporation 
(``NSCC'') (as discussed below), will make available on each business 
day, prior to the opening of business of the NYSE (currently 9:30 a.m., 
Eastern time (``E.T.'')), the list of the names and the required number 
of shares of each Deposit Security to be included in the current Fund 
Deposit (based on information at the end of the previous business day) 
for the Fund.
    In addition to the list of names and numbers of securities 
constituting the current Deposit Securities of a Fund Deposit, BNY, 
through the NSCC, also will make available on each business day, the 
estimated Cash Component, effective through and including the previous 
business day, per outstanding Creation Unit Aggregation of the Fund.
    All orders to create Creation Unit Aggregations must be received by 
the transfer agent no later than the closing time of the regular 
trading session on the NYSE (``Closing Time'') (ordinarily 4 p.m., 
E.T.) in each case on the date such order is placed in order for 
creation of Creation Unit Aggregations to be effected based on the NAV 
of Shares of the Fund as next determined on such date after receipt of 
the order in proper form.
    Fund Shares may be redeemed only in Creation Unit Aggregations at 
their NAV next determined after receipt of a redemption request in 
proper form by the Fund through the transfer agent and only on a 
business day. The Fund will not redeem Shares in amounts less than 
Creation Unit Aggregations. Beneficial owners must accumulate enough 
Shares in the secondary market to constitute a Creation Unit 
Aggregation in order to have such Shares redeemed by the Trust. With 
respect to the Fund, BNY, through the NSCC, will make available prior 
to the opening of business on the NYSE (currently 9:30 a.m., E.T.) on 
each business day, the identity of the Fund Securities that will be 
applicable (subject to possible amendment or correction) to redemption 
requests received in proper form (as described below) on that day. Fund 
Securities received on redemption may not be

[[Page 20084]]

identical to Deposit Securities that are applicable to creations of 
Creation Unit Aggregations.
    Unless cash redemptions are available or specified for the Fund, 
the redemption proceeds for a Creation Unit Aggregation generally will 
consist of Fund Securities--as announced on the business day of the 
request for redemption received in proper form--plus or minus cash in 
an amount equal to the difference between the NAV of the Fund Shares 
being redeemed, as next determined after a receipt of a request in 
proper form, and the value of the Fund Securities (the ``Cash 
Redemption Amount''), less the applicable redemption transaction fee as 
described in the Registration Statement and, if applicable, any 
operational processing and brokerage costs, transfer fees, or stamp 
taxes.
    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, the Fund will be in 
compliance with Rule 10A-3 under the Exchange Act,\21\ as provided by 
NYSE Arca Equities Rule 5.3. A minimum of 100,000 Shares for the 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 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.
---------------------------------------------------------------------------

    \21\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Availability of Information
    The Fund's Web site (www.ftportfolios.com), which will be publicly 
available prior to the public offering of Shares, will include a form 
of the prospectus for the Fund that may be downloaded. The Fund's Web 
site will include additional quantitative information updated on a 
daily basis, including, for the Fund, (1) daily trading volume, the 
prior business day's reported closing price, NAV and mid-point of the 
bid/ask spread at the time of calculation of such NAV (``Bid/Ask 
Price''),\22\ and a calculation of the premium and discount of the Bid/
Ask Price against the NAV, and (2) data in chart format displaying the 
frequency distribution of discounts and premiums of the daily Bid/Ask 
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 (9:30 a.m. to 4 p.m., 
E.T.) on the Exchange, the Fund will disclose on its Web site the 
Disclosed Portfolio, as defined in NYSE Arca Equities Rule 8.600(c)(2), 
that will form the basis for the Fund's calculation of NAV at the end 
of the business day.\23\
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    \22\ The Bid/Ask Price of the Fund will be determined using the 
midpoint of the highest bid and the lowest offer on the Exchange as 
of the time of calculation of the Fund's NAV. The records relating 
to Bid/Ask Prices will be retained by the Fund and its service 
providers.
    \23\ Under accounting procedures followed by the Fund, trades 
made on the prior business day (``T'') will be booked and reflected 
in NAV on the current business day (``T+1''). Accordingly, the Fund 
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.
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    On a daily basis, the Adviser will disclose for each portfolio 
security or other financial instrument of the Fund the following 
information on the Fund's Web site: Ticker symbol (if applicable), name 
of security or financial instrument, number of shares or dollar value 
of securities and financial instruments held in the portfolio, and 
percentage weighting of the security or 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 the 
Fund's Shares, together with estimates and actual cash components, will 
be publicly disseminated daily prior to the opening of the NYSE via 
NSCC. The basket represents one Creation Unit of the Fund.
    In addition, the Portfolio Indicative Value (``PIV''), as defined 
in NYSE Arca Equities Rule 8.600(c)(3), will be widely disseminated by 
one or more major market data vendors during the Core Trading 
Session.\24\ The dissemination of the PIV, together with the Disclosed 
Portfolio, will allow investors to determine the value of the 
underlying portfolio of the Fund on a daily basis and to provide a 
close estimate of that value throughout the trading day. The PIV should 
not be viewed as a ``real-time'' update of the NAV per Share of the 
Fund because the PIV may not be calculated in the same manner as the 
NAV, which is computed once a day, generally at the end of the business 
day. The price of a non-U.S. security that is primarily traded on a 
non-U.S. exchange shall be updated, using the last sale price, every 15 
seconds throughout the trading day, provided that, upon the closing of 
such non-U.S. exchange, the closing price of the security, after being 
converted to U.S. dollars, will be used. Furthermore, in calculating 
the PIV of the Fund's Shares, exchange rates may be used throughout the 
day (9 a.m. to 4:15 p.m., E.T.) that may differ from those used to 
calculate the NAV per Share of the Fund and, consequently, may result 
in differences between the NAV and the PIV.
---------------------------------------------------------------------------

    \24\ Currently, it is the Exchange's understanding that several 
major market data vendors widely disseminate PIVs taken from the 
Consolidated Tape Association (``CTA'') or other data feeds.
---------------------------------------------------------------------------

    Investors can also obtain the Trust's Statement of Additional 
Information (``SAI''), the Fund's Shareholder Reports, and the Trust's 
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 CTA high-speed line. The intra-day, 
closing, and settlement prices of the portfolio securities will also be 
readily available from the securities exchanges trading such 
securities, automated quotation systems, published or other public 
sources, or on-line information services such as Bloomberg or Reuters.
    The Fund's NAV will be determined as of the close of trading 
(normally 4 p.m., E.T.) on each day the NYSE is open for business. NAV 
will be calculated for the Fund by taking the market price of the 
Fund's total assets, including interest or dividends accrued but not 
yet collected, less all liabilities, and dividing such amount by the 
total number of Shares outstanding. The result, rounded to the nearest 
cent, will be the NAV per Share. All valuations will be subject to 
review by the Trust's Board or its delegate.\25\
---------------------------------------------------------------------------

    \25\ The Fund's investments will be valued at market value or, 
in the absence of market value with respect to any portfolio 
securities, at fair value in accordance with valuation procedures 
adopted by the Board and in accordance with the 1940 Act.
---------------------------------------------------------------------------

    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 Fund that are referred to, but not defined in, this proposed 
rule

[[Page 20085]]

change are defined in the Registration Statement.
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 Fund.\26\ Trading in Shares of the Fund 
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 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 Fund; 
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 Fund may be 
halted.
---------------------------------------------------------------------------

    \26\ See NYSE Arca Equities Rule 7.12, Commentary .04.
---------------------------------------------------------------------------

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 a.m. to 8 p.m., E.T. 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.\27\ As noted 
above, the equity securities in which the Fund will invest will trade 
in markets that are ISG members or are parties to comprehensive 
surveillance sharing agreements with the Exchange.\28\
---------------------------------------------------------------------------

    \27\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio for the Fund may trade on markets that are 
members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement.
    \28\ See note 9, supra.
---------------------------------------------------------------------------

    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 PIV will not be calculated or publicly 
disseminated; (4) how information regarding the PIV 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 Fund is 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 p.m., E.T. 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) \29\ 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.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices 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 Adviser and Sub-Adviser have 
implemented a fire wall with respect to their respective broker-dealer 
affiliate regarding access to information concerning the composition 
and/or changes to the portfolio. 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 market conditions, the Fund will invest at 
least 80% of its net assets (plus the amount of any borrowings for 
investment purposes) in exchange-traded equity securities of companies 
domiciled in the United States or Canada and deemed to be engaged in 
the energy infrastructure segment of the energy and utilities sectors. 
The Fund, under normal market conditions, will not invest more than 20% 
of its net assets in futures, interest rate swaps, total return swaps, 
non-U.S. currency swaps, credit default swaps, options, and other 
derivative instruments. While the Fund may invest in securities of 
other investment companies that are leveraged, such investments will 
not be use to enhance leverage and will be consistent with the Fund's 
investment objective. The Fund will not hold illiquid securities if, as 
a result, such securities would comprise more than 15% of the value of 
the Fund's net assets. The equity securities in which the Fund will 
invest will trade in markets that are ISG members or are parties to 
comprehensive surveillance sharing agreements with the Exchange.

[[Page 20086]]

    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 Fund and the Shares, 
thereby promoting market transparency. Moreover, the PIV will be widely 
disseminated by one or more major market data vendors at least every 15 
seconds during the Exchange's Core Trading Session. On each business 
day, before commencement of trading in Shares in the Core Trading 
Session on the Exchange, the Fund will disclose on its Web site the 
Disclosed Portfolio that will form the basis for the Fund's calculation 
of NAV at the end of the business day. The intra-day, closing, and 
settlement prices of the portfolio securities will also be readily 
available from the securities exchanges trading such securities, 
automated quotation systems, published or other public sources, or on-
line information services. 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 Fund will 
include a form of the prospectus for the Fund 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 Fund 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 Fund may be halted. In 
addition, as noted above, investors will have ready access to 
information regarding the Fund's holdings, the PIV, 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 
an additional type of actively-managed exchange-traded product 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 Fund's holdings, 
the PIV, 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 [email protected]. Please include 
File Number SR-NYSEArca-2012-21 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-2012-21. 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 Section, 100 F Street 
NE., Washington, DC 20549-1090, 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-2012-21 and should be submitted on or before 
April 24, 2012.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\30\
---------------------------------------------------------------------------

    \30\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-7894 Filed 4-2-12; 8:45 am]
BILLING CODE 8011-01-P
```