
[Federal Register Volume 80, Number 180 (Thursday, September 17, 2015)]
[Notices]
[Pages 55892-55899]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-23285]



[[Page 55892]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75901; File No. SR-NYSEArca-2015-77]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To List and Trade Shares of the Following Under 
NYSE Arca Equities Rule 8.600: First Trust Heitman Global Prime Real 
Estate ETF

September 11, 2015.
    Pursuant to section 19(b)(1)\1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on August 28, 2015, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 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 Heitman Global Prime Real Estate ETF. The text of the proposed 
rule change is available on the Exchange's Web site at www.nyse.com, at 
the principal office of the Exchange, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the 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 following under NYSE Arca Equities Rule 8.600, which governs the 
listing and trading of Managed Fund Shares \4\ on the Exchange: First 
Trust Heitman Global Prime Real Estate ETF (``Fund'').\5\ The Shares 
will be offered by First Trust Exchange-Traded Fund IV (the ``Trust''), 
which is organized as a Massachusetts business trust and is registered 
with the Commission as an open-end management investment company.\6\ 
The investment adviser to the Fund will be First Trust Advisors L.P. 
(the ``Adviser'' or ``First Trust''). Heitman Real Estate Securities 
LLC (``Sub-Adviser'') will be the sub-adviser to the Fund. Heitman 
International Real Estate Securities HK Limited and Heitman 
International Real Estate Securities GmbH (``Sub-Sub-Advisers'') will 
be the sub-sub-advisers to the Fund. First Trust Portfolios L.P. (the 
``Distributor'') will be the principal underwriter and distributor of 
the Fund's Shares. BNY Mellon Investment Servicing (US) Inc. (the 
``Administrator'' or ``BNY'') will serve as administrator, custodian 
and transfer agent for the Fund.
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    \4\ 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.
    \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 AdvisorShares 
WCM/BNY Mellon Focused Growth ADR ETF); 69251 (March 28, 2013), 78 
FR 20162 (April 3, 2013) (SR-NYSEArca-2013-14) (order approving 
listing of Cambria Shareholder Yield ETF).
    \6\ The Trust is registered under the 1940 Act. On August 27, 
2015, the Trust filed with the Commission an amendment to its 
registration statement on Form N-1A under the Securities Act of 1933 
(``1933 Act'') 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'').
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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.\7\ 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, the Sub-Adviser and the Sub-Sub-Advisers are not broker-
dealers, but the Adviser is affiliated with First Trust Portfolios 
L.P., a broker-dealer, and the Sub-Adviser and the Sub-Sub-Advisers are 
affiliated with Heitman Securities LLC and Heitman UK Limited, each a 
broker-dealer. The Adviser, the Sub-Adviser and the Sub-Sub-Advisers 
have each implemented fire walls with respect to

[[Page 55893]]

their respective broker-dealer affiliate(s) regarding access to 
information concerning the composition and/or changes to the portfolio. 
In the event (a) the Adviser, the Sub-Adviser or either Sub-Sub-Adviser 
becomes registered as a broker-dealer or newly affiliated with a 
broker-dealer, or (b) any new adviser, sub-adviser or sub-sub-adviser 
is a registered broker-dealer or becomes affiliated with a broker-
dealer, it will implement a fire wall with respect to its relevant 
personnel or its broker-dealer affiliate 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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    \7\ An investment adviser to an open-end fund is required to be 
registered under the Investment Advisers Act of 1940 (the ``Advisers 
Act''). As a result, the Adviser, Sub-Adviser and Sub-Sub-Advisers 
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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Principal Investments
    According to the Registration Statement, under normal market 
conditions,\8\ the Fund will seek to achieve its investment objective 
by investing at least 80% of its net assets in U.S. and non-U.S. 
exchange-traded real estate securities, which includes real estate 
investment trusts (``REITs''), real estate operating companies 
(``REOCs'') \9\ and common stocks or ``Depositary Receipts'' of 
companies primarily engaged in the real estate industry (collectively, 
``Real Estate Securities'').\10\ The Fund may invest in non-U.S. 
securities (including securities of certain non-U.S. companies), which 
include securities issued or guaranteed by companies organized under 
the laws of countries other than the United States (including emerging 
markets). The Fund may invest in restricted securities (Rule 144A 
securities). During the initial invest-up period, the Fund may depart 
from its principal investment strategies and invest a larger amount or 
all of its assets in cash equivalents or it may hold cash.
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    \8\ 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.
    \9\ According to the Registration Statement, REITs and REOCs are 
companies that own and most often actively manage income-generating 
commercial real estate. Some REITs and REOCs make or invest in loans 
and other obligations that are secured by real estate collateral. 
REITs distribute most of their income to investors and therefore 
receive special tax considerations and are typically a highly liquid 
method of investing in real estate. REOCs reinvest most income into 
their operations and therefore do not get the same benefits of lower 
corporate taxation that are a common characteristic of REITs.
    REITs and REOCs are generally categorized as equity, mortgage or 
hybrid in nature. Equity REITs and REOCs invest in and own 
properties, and thus are responsible for the equity or value of 
their real estate assets. Their revenues come principally from their 
properties' rents. Mortgage REITs and REOCs deal in investment and 
ownership of property mortgages. These companies loan money for 
mortgages to owners of real estate or purchase existing mortgages or 
mortgage-backed securities. Their revenues are generated primarily 
by the interest that they earn on the mortgage loans. Hybrid REITs 
and REOCs combine the investment strategies of equity REITs and 
REOCs and mortgage REITs and REOCs by investing in both properties 
and mortgages.
    \10\ The Fund's investments in Real Estate Securities and 
certain non-U.S. companies (as referred to below under ``Non-
Principal Investments'') may be in the form of Depositary Receipts, 
which include American Depositary Receipts (``ADRs''), Global 
Depositary Receipts (``GDRs'') and European Depositary Receipts 
(``EDRs''). 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. 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. 
Global shares are the actual (ordinary) shares of a non-U.S. company 
which trade both in the home market and the United States. 
Generally, ADRs, 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 tradable both 
in the United States and in Europe and are designed for use 
throughout the world. All Depositary Receipts in which the Fund 
invests will be traded on a U.S. or a non-U.S. exchange. Not more 
than 10% of the net assets of the Fund in the aggregate invested in 
equity securities (other than non-exchange-traded investment company 
securities) shall consist of equity securities whose principal 
market is not a member of the Intermarket Surveillance Group 
(``ISG'') or is a market with which the Exchange does not have a 
comprehensive surveillance sharing agreement. See note 27, infra.
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    The Fund will seek to provide investors access to a real estate 
securities portfolio consisting of shares of public companies with 
professional management teams that own top-tier, prime properties in 
the world's dominant cities. The Fund's portfolio managers will select 
Real Estate Securities by implementing an investment process that is 
outlined below.
    As a first screen, all securities in the Global Industry 
Classification Standard (GICS[supreg]) real estate industry will be 
filtered for size and liquidity, based upon free float market 
capitalization for size and a threshold daily trading volume for 
liquidity. The purpose of these quantitative screens will be to ensure 
that the investment strategy can be executed in a buy and hold manner 
without undue stress.
    In the second stage, screening will be conducted using a 
combination of qualitative and quantitative tools. From a qualitative 
perspective, portfolio analysts will maintain a close coverage universe 
and will be in regular contact with the management of potential 
investments, regularly visiting properties and markets to see as many 
of the properties in person as is reasonably possible. In addition to 
their own research, the analysts will have access to other property 
experts and sell-side professionals within their organization who also 
evaluate their companies. The task of the analysts will be to identify 
those companies that meet the test of two quantitative filters. The 
issuers in which the Fund will invest must generally have (1) more than 
75% of their gross asset value in prime markets and (2) more than 50% 
of their assets under management in prime assets.
    According to the Registration Statement, executing the quantitative 
and qualitative screens will produce a universe of companies that meet 
the size, liquidity, and concentration in prime markets and assets 
tests. From this universe of prime assets and markets, the portfolio 
managers' regional teams will construct a high conviction portfolio 
that offers the best expected risk/return profile of the names within 
the prime universe. Consideration for inclusion in the portfolio 
includes the issuer's balance sheet, assessment of management's acumen 
and the projected long-term growth profile of the company.
Non-Principal Investments
    According to the Registration Statement, while the Fund, under 
normal circumstances, will invest at least 80% of its net assets in 
securities and financial instruments described above, the Fund may 
invest up to 20% of its net assets in the following securities and 
financial instruments.
    Equity securities, other than Real Estate Securities, in which the 
Fund will invest may include common and preferred stocks. The Fund may 
also invest in warrants and rights related to common stocks. The Fund 
may also invest in preferred equity securities.
    The Fund may invest in exchange-traded pooled investment 
vehicles,\11\ open-end or closed-end investment company securities, 
other exchange-traded funds (``ETFs'') \12\ and business

[[Page 55894]]

development companies that invest primarily in securities of the types 
in which the Fund may invest directly.
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    \11\ Pooled investment vehicles include 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); and Trust Units (as described in NYSE Arca 
Equities Rule 8.500).
    \12\ The ETFs in which the Fund may invest will be registered 
under the 1940 Act and include Investment Company Units (as 
described in NYSE Arca Equities Rule 5.2(j)(3)); Portfolio 
Depositary Receipts (as described in NYSE Arca Equities Rule 8.100); 
and Managed Fund Shares (as described in NYSE Arca Equities Rule 
8.600). Such ETFs all will be listed and traded in the U.S. on 
registered exchanges. While the Fund may invest in inverse ETFs, the 
Fund will not invest in leveraged or inverse leveraged (e.g., 2X, -
2X, 3X or -3X) ETFs.
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    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.
    Fixed income investments and cash equivalents held by the Fund may 
include, the types of investments set forth below:
    (1) The Fund may invest in 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.
    (2) The Fund may invest in certificates of deposit issued against 
funds deposited in a bank or savings and loan association. Such 
certificates are for a definite period of time, earn a specified rate 
of return and are normally negotiable. If such certificates of deposit 
are non-negotiable, they will be considered illiquid securities and be 
subject to the Fund's 15% restriction on investments in illiquid 
assets. The Fund may only invest in certificates of deposit issued by 
U.S. banks with at least $1 billion in assets.
    (3) The Fund may invest in bankers' acceptances, which are short-
term credit instruments used to finance commercial transactions.\13\
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    \13\ Generally, an acceptance is a time draft drawn on a bank by 
an exporter or an importer to obtain a stated amount of funds to pay 
for specific merchandise. The draft is then ``accepted'' by a bank 
that, in effect, unconditionally guarantees to pay the face value of 
the instrument on its maturity date. The acceptance may then be held 
by the accepting bank as an asset or it may be sold in the secondary 
market at the going rate of interest for a specific maturity.
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    (4) The Fund may invest in repurchase agreements, which involve 
purchases of debt securities with counterparties that are deemed by the 
Adviser to present acceptable credit risks. In such an action, at the 
time the Fund purchases the security, it simultaneously agrees to 
resell and redeliver the security to the seller, who also 
simultaneously agrees to buy back the security at a fixed price and 
time.
    (5) The Fund may invest in 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.
    (6) The Fund may invest in commercial paper, which are short-term 
unsecured promissory notes, including variable rate master demand notes 
issued by corporations to finance their current operations. Master 
demand notes are direct lending arrangements between the Fund and a 
corporation.
    (7) The Fund may invest in shares of money market funds, as 
consistent with its investment objective and policies.
    The Fund may invest in non-U.S. fixed income securities (including 
securities of certain non-U.S. companies), which include securities 
issued or guaranteed by companies organized under the laws of countries 
other than the United States (including emerging markets), securities 
issued or guaranteed by foreign, national, provincial, state, municipal 
or other governments with taxing authority or by their agencies or 
instrumentalities and debt obligations of supranational governmental 
entities such as the World Bank or European Union.\14\ Non-U.S. 
securities may also include U.S. dollar-denominated debt obligations, 
such as ``Yankee Dollar'' obligations, of foreign issuers and of supra-
national government entities. Yankee Dollar obligations are U.S. 
dollar-denominated obligations issued in the U.S. capital markets by 
foreign corporations, banks and governments. Foreign securities also 
may be traded on foreign securities exchanges.
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    \14\ Under normal market conditions, the Fund will generally 
seek to invest in corporate bond issuances that have at least 
$100,000,000 par amount outstanding in developed countries and at 
least $200,000,000 par amount outstanding in emerging market 
countries.
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    The Fund may from time to time purchase securities on a ``when-
issued'' or other delayed-delivery basis.
    The Fund may invest in forward foreign currency exchange contracts. 
Forward foreign currency exchange contracts may be used to protect the 
value of the Fund's portfolio against uncertainty in the level of 
future currency exchange rates.\15\ The Fund will only enter into 
transactions in forward foreign currency exchange contracts with 
counterparties that the Adviser and/or the Sub-Adviser (or a Sub-Sub-
Adviser) reasonably believes are capable of performing under the 
applicable agreement.\16\
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    \15\ The Fund may also enter into foreign currency transactions 
on a spot (i.e., cash) basis.
    \16\ The Fund will seek, where possible, to use counterparties, 
as applicable, whose financial status is such that the risk of 
default is reduced; however, the risk of losses resulting from 
default is still possible. The Adviser and/or the Sub-Adviser (or a 
Sub-Sub-Adviser) will evaluate the creditworthiness of 
counterparties on an ongoing basis. In addition to information 
provided by credit agencies, the Adviser's and/or Sub-Adviser's (or 
Sub-Sub-Adviser's) analysis will evaluate each approved counterparty 
using various methods of analysis and may consider the Adviser's 
and/or Sub-Adviser's (or Sub-Sub-Adviser's) past experience with the 
counterparty, its known disciplinary history and its share of market 
participation.
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Investment Restrictions
    The Fund may hold up to an aggregate amount of 15% of its net 
assets in illiquid assets (calculated at the time of investment), 
including Rule 144A securities and non-negotiable certificates of 
deposit deemed illiquid by the Adviser.\17\ The Fund will monitor its 
portfolio liquidity on an ongoing basis to determine whether, in light 
of current circumstances, an adequate level of liquidity is being 
maintained, and will consider taking appropriate steps in order to 
maintain adequate liquidity if, through a change in values, net assets, 
or other circumstances, more than 15% of the Fund's net assets are held 
in illiquid assets. Illiquid assets include securities subject to 
contractual or other restrictions on resale and other instruments that 
lack readily available markets as determined in accordance with 
Commission staff guidance.\18\
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    \17\ In reaching liquidity decisions, the Adviser may consider 
the following factors: The frequency of trades and quotes for the 
security; the number of dealers wishing to purchase or sell the 
security and the number of other potential purchasers; dealer 
undertakings to make a market in the security; and the nature of the 
security and the nature of the marketplace trades (e.g., the time 
needed to dispose of the security, the method of soliciting offers, 
and the mechanics of transfer).
    \18\ 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 
14618 (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 1933 Act).
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    The Fund intends to qualify annually and to elect to be treated as 
a regulated

[[Page 55895]]

investment company (``RIC'') under the Internal Revenue Code.\19\
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    \19\ 26 U.S.C. 851.
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    The Fund's investments will be consistent with the Fund's 
investment objective and will not be used to enhance leverage. That is, 
while the Fund will be permitted to borrow as permitted under the 1940 
Act, the Fund's investments will not be used to seek performance that 
is the multiple or inverse multiple (i.e., 2Xs and 3Xs) of the Fund's 
broad-based securities market index (as defined in Form N-1A).
Creations and Redemptions
    According to the Registration Statement, 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''). The Creation Units will 
be issued and redeemed for securities in which the Fund will invest, 
cash or both securities and cash.
    The consideration for purchase of Creation Units of the Fund may 
consist of (i) cash in lieu of all or a portion of a basket of 
securities (``Deposit Securities''), and/or (ii) a designated portfolio 
of securities generally held by the Fund as determined by First Trust 
per each Creation Unit (``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 of the Fund.
    BNY, through the National Securities Clearing Corporation 
(``NSCC''), will make available on each business day, prior to the 
opening of business of the New York Stock Exchange (``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 Creation Unit of the Fund.
    All orders to create or redeem Creation Units must be received by 
the transfer agent no later than the closing time of the regular 
trading session on the NYSE (ordinarily 4:00 p.m., E.T.) in each case 
on the date such order is placed in order for creation or redemption of 
Creation Units 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 Units 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 a Creation Unit. 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 on that day. Fund Securities received 
on redemption may not be identical to Deposit Securities that are 
applicable to creations of Creation Units.
    Unless cash redemptions are available or specified for the Fund, 
the redemption proceeds for a Creation Unit 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, 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.\20\
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    \20\ The Adviser represents that, to the extent the Trust 
effects the creation or redemption of Shares in cash, such 
transactions will be effected in the same manner for all Authorized 
Participants.
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    The Fund may suspend the right of redemption for the Fund only 
under the following circumstances: (i) When the NYSE is closed (other 
than weekends and holidays) or trading is restricted; (ii) when trading 
in the markets normally utilized is restricted, or when an emergency 
exists as determined by the Commission so that disposal of the Fund's 
investments or determination of its net assets is not reasonably 
practicable; or (iii) during any period when the Commission may permit.
Net Asset Value
    The Fund's NAV will be determined as of the close of regular 
trading on the NYSE on each day the NYSE is open for trading. If the 
NYSE closes early on a valuation day, the NAV will be determined as of 
that time. NAV per Share will be calculated for the Fund by taking the 
value of the Fund's total assets, including interest or dividends 
accrued but not yet collected, less all liabilities, including accrued 
expenses and dividends declared but unpaid, 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 Board of Trustees of the Trust (``Trust Board'') or 
its delegate.
    The Fund's investments will be valued daily at market value or, in 
the absence of market value with respect to any investments, at fair 
value. Market value prices represent last sale or official closing 
prices from a national securities exchange or foreign exchange (i.e., a 
regulated market) and will primarily be obtained from third party 
pricing services (each, a ``Pricing Service''). Fair value prices 
represent any prices not considered market value prices and will either 
be obtained from a Pricing Service or determined by the pricing 
committee of the Adviser (the ``Pricing Committee''),\21\ in accordance 
with valuation procedures (which may be revised from time to time) 
adopted by the Trust Board (the ``Valuation Procedures''), and in 
accordance with provisions of the 1940 Act. The information summarized 
below is based on the Valuation Procedures as currently in effect.
---------------------------------------------------------------------------

    \21\ The Pricing Committee will be subject to procedures 
designed to prevent the use and dissemination of material non-public 
information regarding the Fund's portfolio.
---------------------------------------------------------------------------

    Under normal circumstances, daily calculation of the NAV will 
utilize the last closing sale price of each security held by the Fund 
at the close of the market on which such security is principally 
traded. In determining NAV, portfolio securities for the Fund will be 
valued as follows:
    (1) Common stocks and other equity securities listed on any 
national or foreign exchange other than The NASDAQ Stock Market 
(``NASDAQ'') and the London Stock Exchange Alternative Investment 
Market (``AIM'') will be valued at the last sale price on the business 
day as of which such value is being determined. Securities listed on 
NASDAQ or AIM will be valued at the official closing price on the 
business day as of which such value is being determined. Portfolio 
securities traded on more than one securities exchange will be valued 
at the last sale price or

[[Page 55896]]

official closing price, as applicable, on the business day as of which 
such value is being determined at the close of the exchange 
representing the principal market for such securities.
    (2) Securities traded in the over-the-counter (``OTC'') market will 
be fair valued at the mean of the most recent bid and the asked price, 
if available, and otherwise at their closing bid price.
    (3) Forward foreign currency contracts will be fair valued at the 
current day's interpolated foreign exchange rate, as calculated using 
the current day's spot rate, and the 30-, 60-, 90- and 180-day forward 
rates provided by a Pricing Service or by certain independent dealers 
in such contracts.
    (4) Corporate bonds, corporate notes and other debt securities will 
be fair valued on the basis of valuations provided by dealers who make 
markets in such securities or by a Pricing Service approved by the 
Trust Board, which may use the following valuation inputs when 
available: (i) Benchmark yields; (ii) reported trades; (iii) broker/
dealer quotes; (iv) issuer spreads; (v) benchmark securities; (vi) bids 
and offers; and (vii) reference data including market research 
publications.
    (5) Fixed income and other debt securities having a remaining 
maturity of 60 days or less when purchased will be fair valued at cost 
adjusted for amortization of premiums and accretion of discounts 
(amortized cost), provided the Adviser's Pricing Committee has 
determined that the use of amortized cost is an appropriate reflection 
of fair value given market and issuer specific conditions existing at 
the time of the determination.
    (6) Repurchase agreements will be valued as follows. Overnight 
repurchase agreements will be fair valued at cost. Term repurchase 
agreements (i.e., those whose maturity exceeds seven days) will be fair 
valued by First Trust at the average of the bid quotations obtained 
daily from at least two recognized dealers.
    Certain securities may not be able to be priced by pre-established 
pricing methods. Such securities may be valued by the Trust Board or 
its delegate, the Adviser's Pricing Committee, at fair value. These 
securities generally include but are not limited to, restricted 
securities (securities that may not be publicly sold without 
registration under the 1933 Act) for which a Pricing Service is unable 
to provide a market price; securities whose trading has been formally 
suspended; a security whose market or fair value price is not available 
from a pre-established pricing source; a security with respect to which 
an event has occurred that is likely to materially affect the value of 
the security after the market has closed but before the calculation of 
Fund's NAV (as may be the case in foreign markets on which the security 
is primarily traded) or is likely to make it difficult or impossible to 
obtain a reliable market quotation; and a security whose price, as 
provided by the Pricing Service, does not reflect the security's fair 
value.
    The value of any portfolio security held by the Fund for which 
market quotations are not readily available will be determined by First 
Trust in a manner that most fairly reflects fair market value of the 
security on the valuation date, based on a consideration of all 
available information.
    General factors for determining fair value include, without 
limitation, the fundamental business data relating to the issuer or 
borrower; and an evaluation of the forces which influence the market in 
which these securities are purchased and sold. Specific factors for 
determining fair value may include, without limitation, type of 
holding; financial statements of the borrower; cost at date of 
purchase; size of holding; credit quality and cash flow of issuer, 
based on the Pricing Committee's or external analysis; information as 
to any transactions in or offers for the holding; price and extent of 
public trading in similar securities (or equity securities) of the 
issuer/borrower, or comparable companies; coupon payments; quality, 
value and saleability of collateral securing the loan; business 
prospects of the issuer/borrower, including any ability to obtain money 
or resources from a parent or affiliate; the Pricing Committee's and/or 
the market's assessment of the borrower's management; prospects for the 
borrower's industry, and multiples (of earnings and/or cash flow) being 
paid for similar businesses in that industry; borrower's competitive 
position within the industry; borrower's ability to access additional 
liquidity through public and/or private markets; and other relevant 
factors.
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 (the ``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 4:00 
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 Shares of the Fund will be determined 
using the mid-point 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.
---------------------------------------------------------------------------

    On a daily basis, the Fund will disclose on the Fund's Web site the 
following information regarding each portfolio holding, as applicable 
to the type of holding: Ticker symbol, CUSIP number or other 
identifier, if any; a description of the holding (including the type of 
holding); the identity of the security, commodity, index or other asset 
or instrument underlying the holding, if any; maturity date, if any; 
coupon rate, if any; effective date, if any; market value of the 
holding; and the percentage weighting of the holding in the Fund's 
portfolio. The Web site information will be publicly available at no 
charge.
    In addition, a basket composition file, which will include 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 the NSCC. The basket will represent one Creation Unit of 
the Fund.
    Information regarding the intra-day value of the Shares of the 
Fund, which is the Portfolio Indicative Value (``PIV'') as defined in 
NYSE Arca Equities Rule 8.600 (c)(3), will be widely disseminated every 
15 seconds throughout the Exchange's Core Trading Session by one or 
more major market data vendors.\24\ The PIV should not be viewed as a 
``real-time'' update of the

[[Page 55897]]

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 Core Trading Session 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.
---------------------------------------------------------------------------

    The Adviser represents that the Trust, First Trust and BNY will not 
disseminate non-public information concerning the Trust.
    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 are also 
readily available from the national securities exchanges trading such 
securities (as applicable), 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 Fund.\25\ 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.
---------------------------------------------------------------------------

    \25\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

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., 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.
    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 \26\ under the Act, 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.
---------------------------------------------------------------------------

    \26\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws. 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 federal securities laws applicable to trading on the 
Exchange.\27\
---------------------------------------------------------------------------

    \27\ FINRA surveils trading on the Exchange pursuant to a 
regulatory services agreement. The Exchange is responsible for 
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. 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.\28\
---------------------------------------------------------------------------

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

    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares and certain exchange-traded equity 
securities with other markets and other entities that are members of 
the ISG, and FINRA, on behalf of the Exchange, may obtain trading 
information regarding trading in the Shares and certain exchange-traded 
equity securities from such markets and other entities. In addition, 
the Exchange may obtain information regarding trading in the Shares and 
certain exchange-traded equity securities from markets and other 
entities that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement.
    Not more than 10% of the net assets of the Fund in the aggregate 
invested in equity securities (other than non-exchange-traded 
investment company securities) shall consist of equity securities whose 
principal market is not a member of the ISG or is a market with which 
the Exchange does not have a comprehensive surveillance sharing 
agreement.\29\
---------------------------------------------------------------------------

    \29\ See note 10, 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

[[Page 55898]]

the following: (1) The procedures for purchases and redemptions of 
Shares in Creation Units (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 will be 
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 will be 
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 
Act. The Bulletin will also disclose that the NAV for the Shares will 
be calculated after 4:00 p.m., E.T. each trading day.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under section 6(b)(5) \30\ 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.
---------------------------------------------------------------------------

    \30\ 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 Adviser, the Sub-Adviser and the Sub-Sub-Advisers have each 
implemented fire walls with respect to their respective broker-dealer 
affiliate(s) regarding access to information concerning the composition 
and/or changes to the portfolio. 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. FINRA, on behalf of the 
Exchange, will communicate as needed regarding trading in the Shares 
and certain exchange-traded equity securities with other markets and 
other entities that are members of the ISG and FINRA, on behalf of the 
Exchange, may obtain trading information regarding trading in the 
Shares and certain exchange-traded equity securities from such markets 
and other entities. In addition, the Exchange may obtain information 
regarding trading in the Shares and certain exchange-traded equity 
securities from markets and other entities that are members of ISG or 
with which the Exchange has in place a comprehensive surveillance 
sharing agreement. Not more than 10% of the net assets of the Fund in 
the aggregate invested in equity securities (other than non-exchange-
traded investment company securities) shall consist of equity 
securities whose principal market is not a member of the ISG or is a 
market with which the Exchange does not have a comprehensive 
surveillance sharing agreement. The Fund's investments will be 
consistent with the Fund's investment objectives and will not be used 
to enhance leverage.
    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. 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 a 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 purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of an 
additional type of actively-managed exchange-traded product that 
primarily holds equity securities, which will enhance competition among 
market participants, to the benefit of investors and the marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

[[Page 55899]]

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2015-77 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2015-77. 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 the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. 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-2015-77, 
and should be submitted on or before October 8, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
---------------------------------------------------------------------------

    \31\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-23285 Filed 9-16-15; 8:45 am]
BILLING CODE 8011-01-P


