[Federal Register Volume 78, Number 49 (Wednesday, March 13, 2013)]
[Notices]
[Pages 16006-16019]
[FR Doc No: 2013-05749]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-69072; File No. SR-NASDAQ-2013-036]

Self-Regulatory Organizations; the NASDAQ Stock Market LLC;
Notice of Filing of Proposed Rule Change, as Modified by Amendment No.
2 Thereto, Relating to the Listing and Trading of the Shares of the
First Trust Senior Loan Fund of First Trust Exchange-Traded Fund IV

March 7, 2013.
    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 February 21, 2013, The NASDAQ Stock Market LLC
(``Nasdaq'' or the ``Exchange'') filed with the Securities and Exchange
Commission (``Commission'') the proposed rule change, which filing was
amended and replaced in its entirety by Amendment No. 2 thereto on
March 7, 2013, as described in Items I, II, and III below, which Items
have been prepared by Nasdaq.\3\ The Commission is publishing this
notice to solicit comments on the proposed rule change from interested
persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Amendment No. 1 was filed on March 4, 2013 and withdrawn on
March 5, 2013 to make a correction to a footnote.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    Nasdaq proposes to list and trade the shares of the First Trust
Senior Loan Fund (the ``Fund'') of First Trust Exchange-Traded Fund IV
(the ``Trust'') under Nasdaq Rule 5735 (``Managed Fund Shares'').\4\
The shares of the Fund are collectively referred to herein as the
``Shares.''
---------------------------------------------------------------------------

    \4\ The Commission approved Nasdaq Rule 5735 in Securities
Exchange Act Release No. 57962 (June 13, 2008), 73 FR 35175 (June
20, 2008) (SR-NASDAQ-2008-039). The Fund would not be the first
actively-managed fund listed on the Exchange; see Securities
Exchange Act Release No. 66175 (February 29, 2012), 77 FR 13379
(March 6, 2012) (SR-NASDAQ-2012-004) (order approving listing and
trading of WisdomTree Emerging Markets Corporate Bond Fund).
Additionally, the Commission has previously approved the listing and
trading of a number of actively managed WisdomTree funds on NYSE
Arca, Inc. pursuant to Rule 8.600 of that exchange. See, e.g.,
Securities Exchange Act Release No. 64643 (June 10, 2011), 76 FR
35062 (June 15, 2011) (SR-NYSE Arca-2011-21) (order approving
listing and trading of WisdomTree Global Real Return Fund). The
Exchange believes the proposed rule change raises no significant
issues not previously addressed in those prior Commission orders.
---------------------------------------------------------------------------

    The text of the proposed rule change is available at http://nasdaq.cchwallstreet.com/, at Nasdaq's principal office, 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, Nasdaq included statements
concerning the purpose of, and basis for, the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. Nasdaq has prepared summaries, set forth in Sections A,
B, and C below, of the most significant aspects 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 of the Fund
under Nasdaq Rule 5735, which governs the listing and trading of
Managed Fund Shares \5\ on the Exchange. The Fund will be an actively
managed exchange-traded fund (``ETF''). The Shares will be offered by
the Trust, which was established as a Massachusetts business trust on
September 15, 2010. The Trust is registered with the Commission as an
investment company and has filed a registration statement on Form N-1A
(``Registration Statement'') with the Commission.\6\ The Fund is a
series of the Trust.
---------------------------------------------------------------------------

    \5\ 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) (the ``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 Index Fund Shares, listed
and traded on the Exchange under Nasdaq Rule 5705, 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.
    \6\ See Post-Effective Amendment No. 15 to Registration
Statement on Form N-1A for the Trust, dated December 14, 2012 (File
Nos. 333-174332 and 811-22559). The descriptions of the Fund and the
Shares contained herein are based, in part, on information in the
Registration Statement.
---------------------------------------------------------------------------

Description of the Shares and the Fund
    First Trust Advisors L.P. is the investment adviser (``Adviser'')
to the Fund. First Trust Portfolios L.P. (the ``Distributor'') is the
principal underwriter and distributor of the Fund's Shares.\7\ The Bank
of New York Mellon Corporation (``BNY'') will act as the administrator,
accounting agent, custodian and transfer agent to the Fund.\8\
---------------------------------------------------------------------------

    \7\ The Commission has issued an order granting certain
exemptive relief to the Trust under the 1940 Act (the ``Exemptive
Order''). See Investment Company Act Release No. 30029 (April 10,
2012) (File No. 812-13795). In compliance with Nasdaq Rule
5735(b)(5), which applies to Managed Fund Shares based on a fixed
income portfolio (including without limitation exchange-traded notes
and senior loans) or a portfolio invested in a combination of equity
securities and fixed income securities, the Trust's application for
exemptive relief under the 1940 Act states that the Fund will comply
with the federal securities laws in accepting securities for
deposits and satisfying redemptions with redemption securities,
including that the securities accepted for deposits and the
securities used to satisfy redemption requests are sold in
transactions that would be exempt from registration under the
Securities Act of 1933 (15 U.S.C. Sec.  77a).
    \8\ The investment banking and custodial services departments at
BNY are segregated and independent departments. BNY will not
exercise any investment discretion with respect to the Fund.
---------------------------------------------------------------------------

    Paragraph (g) of Rule 5735 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.\9\ In addition, paragraph (g) further
requires that personnel who make decisions on the open-end fund's
portfolio composition must be subject to procedures designed to prevent
the use and dissemination of material, non-public information regarding
the open-end fund's portfolio. Rule 5735(g) is similar to Nasdaq Rule
5705(b)(5)(A)(i); however, paragraph (g) 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 the Distributor, a broker-dealer. The
Adviser 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 the event (a) the Adviser becomes
newly affiliated with a broker-dealer, or (b) any new adviser or sub-
adviser becomes affiliated with a broker-dealer, it will implement a
fire wall with respect to such broker-dealer regarding access to
information concerning the composition and/or changes to the portfolio
and will be subject to procedures designed to prevent the use and
dissemination of material non-public information regarding such
portfolio. The Fund does not currently intend to use a sub-advisor.
---------------------------------------------------------------------------

    \9\ 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 and its related personnel are
subject to the provisions of Rule 204A-1 under the Advisers Act
relating to codes of ethics. This Rule requires investment advisers
to adopt a code of ethics that reflects the fiduciary nature of the
relationship to clients as well as compliance with other applicable
securities laws. Accordingly, procedures designed to prevent the
communication and misuse of 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.
---------------------------------------------------------------------------

First Trust Senior Loan Fund Principal Investments
    The Fund's primary investment objective is to provide high current
income. The Fund's secondary investment objective is the preservation
of capital.
    According to the Registration Statement, in pursuing its investment
objective, the Fund, under normal market conditions,\10\ will seek to
outperform a primary and secondary loan index (as described below), by
investing at least 80% of its net assets (plus any borrowings for
investment purposes) in ``Senior Loans,'' which are described further
below in ``Description of Senior Loans and the Senior Loan Market.''
The S&P/LSTA U.S. Leveraged Loan 100 Index (the ``Primary Index'') is
comprised of the 100 largest Senior Loans, as measured by the borrowed
amounts outstanding. The Markit iBoxx USD Leveraged Loan Index (the
``Secondary Index'') selects the 100 most liquid Senior Loans in the
market. In addition to size, liquidity is also measured, in part, based
on the number of market makers who trade a specific Senior Loan and the
number and size of transactions in the context of the prevailing bid/
offer spread. Markit utilizes proprietary models for the Secondary
Index composition and updates to the Secondary Index. The Fund will not
seek to track either the Primary or Secondary Index, but rather will
seek to outperform those indices. It is anticipated that the Fund, in
accordance with its principal investment strategy, will invest
approximately 50% to 75% of its net assets in Senior Loans that are
eligible for inclusion in and meet the liquidity thresholds of the
Primary and/or the Secondary Indices. Each of the Fund's Senior Loan
investments is expected to have no less than $250 million USD par
outstanding.
---------------------------------------------------------------------------

    \10\ The term ``under normal market conditions'' as used herein
includes, but is not limited to, the absence of adverse market,
economic, political or other conditions, including extreme
volatility or trading halts in the fixed income 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. In periods of
extreme market disturbance, the Fund may take temporary defensive
positions, by overweighting its portfolio in cash/cash-like
instruments; however, to the extent possible, the Adviser would
continue to seek to achieve the Fund's investment objective.
Specifically, the Fund would continue to invest in Senior Loans (as
defined herein). In response to prolonged periods of constrained or
difficult market conditions the Adviser will likely focus on
investing in the largest and most liquid loans available in the
market.
---------------------------------------------------------------------------

    The Adviser considers Senior Loans to be first lien senior secured
floating rate bank loans. A Senior Loan is an advance or commitment of
funds made by one or more banks or similar financial institutions to
one or more corporations, partnerships or other business entities and
typically pays interest at a floating or adjusting rate that is
determined periodically at a designated premium above a base lending
rate, most commonly the London-Interbank Offered Rate (``LIBOR''). A
Senior Loan is considered senior to all other unsecured claims against
the borrower, senior to or pari passu with all other secured claims,
meaning that in the event of a bankruptcy the Senior Loan, together
with other first lien claims, is entitled to be the first to be repaid
out of proceeds of the assets securing the loans, before other existing
unsecured claims or interests receive repayment. However, in bankruptcy
proceedings, there may be other claims, such as taxes or additional
advances which take precedence.\11\
---------------------------------------------------------------------------

    \11\ Senior Loans consist generally of obligations of companies
and other entities (collectively, ``borrowers'') incurred for the
purpose of reorganizing the assets and liabilities of a borrower;
acquiring another company; taking over control of a company
(leveraged buyout); temporary refinancing; or financing internal
growth or other general business purposes. Senior Loans are often
obligations of borrowers who have incurred a significant percentage
of debt compared to equity issued and thus are highly leveraged.
---------------------------------------------------------------------------

    The Fund will invest in Senior Loans that are made predominantly to
businesses operating in North America, but may also invest in Senior
Loans made to businesses operating outside of North America. The Fund
may invest in Senior Loans directly, either from the borrower as part
of a primary issuance or in the secondary market through assignments of
portions of Senior Loans from third parties, or participations in
Senior Loans, which are contractual relationships with an existing
lender in a loan facility whereby the Fund purchases the right to
receive principal and interest payments on a loan but the existing
lender remains the record holder of the loan. Under normal market
conditions, the Fund expects to maintain an average interest rate
duration of less than 90 days.
    In selecting securities for the Fund, the Adviser will seek to
construct a portfolio of loans that it believes is less volatile than
the general loan market. In addition, when making investments, the
Adviser will seek to maintain appropriate liquidity and price
transparency for the Fund. On an on-going basis, the Adviser will add
or remove those individual loans that it believes will cause the Fund
to outperform or underperform, respectively, either the Primary or
Secondary Index. The Fund will include borrowers that the Adviser
believes

have strong credit metrics, based on its evaluation of cash flows,
collateral coverage and management teams. The key considerations of
portfolio construction include liquidity, diversification and relative
value.
    When identifying prospective investment opportunities in Senior
Loans, the Adviser currently intends to invest primarily in Senior
Loans that are below investment grade quality and will rely on
fundamental credit analysis in an effort to attempt to minimize the
loss of the Fund's capital and to select assets that provide attractive
relative value.\12\ The Adviser expects to invest in Senior Loans or
other debt of companies possessing the attributes described below,
which it believes will help generate higher risk adjusted total
returns.\13\ The Adviser does not intend to purchase Senior Loans that
are in default. However, the Fund may hold a Senior Loan that has
defaulted subsequent to its purchase by the Fund.
---------------------------------------------------------------------------

    \12\ The Fund will primarily invest in securities (including
Senior Loans) which typically will be rated below investment grade.
Securities rated below investment grade, commonly referred to as
``junk'' or ``high yield'' securities, include securities that are
rated Ba1/BB+/BB+ or below by Moody's Investors Service, Inc.
(``Moody's''), Fitch Inc., or Standard & Poor's, Inc. (``S&P''),
respectively, and may involve greater risks than securities in
higher rating categories.
    \13\ The loan market, as represented by the S&P/LSTA (Loan
Syndications and Trading Association) Leveraged Loan Index,
experienced significant growth in terms of number and aggregate
volume of loans outstanding since the inception of the index in
1997. In 1997, the total amount of loans in the market aggregated
less than $10 billion. By April of 2000, it had grown to over $100
billion, and by July of 2007 the market had grown to over $500
billion. The size of the market peaked in November of 2008 at $594
billion. During this period, the demand for loans and the number of
investors participating in the loan market also increased
significantly. Since 2008, the aggregate size of the market has
contracted, characterized by limited new loan issuance and payoffs
of outstanding loans. From the peak in 2008 through July 2010, the
overall size of the loan market contracted by approximately 15%. The
number of market participants also decreased during that period.
Although the number of new loans being issued in the market since
2010 is increasing, there can be no assurance that the size of the
loan market, and the number of participants, will return to earlier
levels. An increase in demand for Senior Loans may benefit the Fund
by providing increased liquidity for such loans and higher sales
prices, but it may also adversely affect the rate of interest
payable on such loans acquired by the Fund and the rights provided
to the Fund under the terms of the applicable loan agreement, and
may increase the price of loans that the Fund wishes to purchase in
the secondary market. A decrease in the demand for Senior Loans may
adversely affect the price of loans in the Fund, which could cause
the Fund's net asset value (``NAV'') to decline.
---------------------------------------------------------------------------

    The Adviser intends to invest in Senior Loans or other debt of
companies that it believes have developed strong positions within their
respective markets and exhibit the potential to maintain sufficient
cash flows and profitability to service their obligations in a range of
economic environments. The Adviser will seek to invest in Senior Loans
or other debt of companies that it believes possess advantages in
scale, scope, customer loyalty, product pricing, or product quality
versus their competitors, thereby minimizing business risk and
protecting profitability.
    The Adviser will seek to invest in Senior Loans or other debt of
established companies it believes have demonstrated a record of
profitability and cash flows over several economic cycles. The Adviser
does not intend to invest in Senior Loans or other debt of primarily
start-up companies, companies in turnaround situations or companies
with speculative business plans.
    The Adviser intends to focus on investments in which the Senior
Loans or other debt of a target company has an experienced management
team with an established track record of success. The Adviser will
typically require companies to have in place proper incentives to align
management's goals with the Fund's goals.
    The Adviser will seek to invest in a well-diversified portfolio of
Senior Loans or other debt among borrowers and industries, thereby
potentially reducing the risk of a downturn in any one company or
industry having a disproportionate impact on the value of the Fund's
holdings. Loans, and the collateral securing them, are typically
monitored by agents for the lenders, which may be the originating bank
or banks.\14\
---------------------------------------------------------------------------

    \14\ The Fund may be reliant on the creditworthiness of the
agent bank and other intermediate participants in a Senior Loan, in
addition to the borrower, since rights that may exist under the loan
against the borrower if the borrower defaults are typically asserted
by or through the agent bank or intermediate participant. Agents are
typically large commercial banks, although for Senior Loans that are
not broadly syndicated they can also include thrift institutions,
insurance companies or finance companies (or their affiliates). Such
companies may be especially susceptible to the effects of changes in
interest rates resulting from changes in U.S. or foreign fiscal or
monetary policies, governmental regulations affecting capital
raising activities or other economic or market fluctuations. It is
the expectation that the Fund will only invest in broadly syndicated
loans.
---------------------------------------------------------------------------

    Historically, the amount of public information available about a
specific Senior Loan has been less extensive than if the loan were
registered or exchange-traded. As noted above, the loans in which the
Fund will invest will, in most instances, be Senior Loans, which are
secured and senior to other indebtedness of the borrower. Each Senior
Loan will generally be secured by collateral such as accounts
receivable, inventory, equipment, real estate, intangible assets such
as trademarks, copyrights and patents, and securities of subsidiaries
or affiliates. The value of the collateral generally will be determined
by reference to financial statements of the borrower, by an independent
appraisal, by obtaining the market value of such collateral, in the
case of cash or securities if readily ascertainable, or by other
customary valuation techniques considered appropriate by the Adviser.
The value of collateral may decline after the Fund's investment, and
collateral may be difficult to sell in the event of default.
Consequently, the Fund may not receive all the payments to which it is
entitled. By virtue of their senior position and collateral, Senior
Loans typically provide lenders with the first right to cash flows or
proceeds from the sale of a borrower's collateral if the borrower
becomes insolvent (subject to the limitations of bankruptcy law, which
may provide higher priority to certain claims such as employee
salaries, employee pensions, and taxes). This means Senior Loans are
generally repaid before unsecured bank loans, corporate bonds,
subordinated debt, trade creditors, and preferred or common
stockholders. To the extent that the Fund invests in unsecured loans,
if the borrower defaults on such loan, there is no specific collateral
on which the lender can foreclose. If the borrower defaults on a
subordinated loan, the collateral may not be sufficient to cover both
the senior and subordinated loans.
    There is no organized exchange on which loans are traded and
reliable market quotations may not be readily available. A majority of
the Fund's assets are likely to be invested in loans that are less
liquid than securities traded on national exchanges. Loans with reduced
liquidity involve greater risk than securities with more liquid
markets. Available market quotations for such loans may vary over time,
and if the credit quality of a loan unexpectedly declines, secondary
trading of that loan may decline for a period of time. During periods
of infrequent trading, valuing a loan can be more difficult and buying
and selling a loan at an acceptable price can be more difficult and
delayed. In the event that the Fund voluntarily or involuntarily
liquidates Fund assets during periods of infrequent trading, it may not
receive full value for those assets. Therefore, elements of judgment
may play a greater role in valuation of loans. To the extent that a
secondary market exists for certain loans, the market may be subject to
irregular

trading activity, wide bid/ask spreads and extended trade settlement
periods.
    Senior Loans will usually require, in addition to scheduled
payments of interest and principal, the prepayment of the Senior Loan
from free cash flow. The degree to which borrowers prepay Senior Loans,
whether as a contractual requirement or at their election, may be
affected by general business conditions, the financial condition of the
borrower and competitive conditions among loan investors, among others.
As such, prepayments cannot be predicted with accuracy. Recent market
conditions, including falling default rates among others, have led to
increased prepayment frequency and loan renegotiations. These
renegotiations are often on terms more favorable to borrowers. Upon a
prepayment, either in part or in full, the actual outstanding debt on
which the Fund derives interest income will be reduced. However, the
Fund may receive a prepayment penalty fee assessed against the
prepaying borrower.
Other Investments
    According to the Registration Statement, in addition to the
principal investments described above, the Fund may invest in other
investments, as described below. The Fund may invest in (1) fixed-rate
or floating-rate income-producing securities (including U.S. government
debt securities, investment grade and below-investment grade corporate
debt securities), (2) preferred securities and (3) securities of other
investment companies registered under the 1940 Act.\15\
---------------------------------------------------------------------------

    \15\ The equity securities in which the Fund may invest will be
limited to securities that trade in markets that are members of the
Intermarket Surveillance Group (``ISG''), which includes all U.S.
national securities exchanges and certain foreign exchanges, or are
parties to a comprehensive surveillance sharing agreement with the
Exchange.
---------------------------------------------------------------------------

    The Fund will not invest in floating rate loans of companies whose
financial condition is troubled or uncertain and that have defaulted on
current debt obligations, as measured at the time of investment.
Although many of the Fund's investments will consist of securities
rated between the categories of BB and B as rated by S&P, the Fund
reserves the right to invest in debt securities, including Senior
Loans, of any credit quality, maturity and duration.
    The Fund may invest in corporate debt securities issued by U.S. and
non-U.S. companies of all kinds, including those with small, mid and
large capitalizations. Corporate debt securities are issued by
businesses to finance their operations. Notes, bonds, debentures and
commercial paper are the most common types of corporate debt
securities, with the primary difference being their maturities and
secured or unsecured status. Commercial paper has the shortest term and
is usually unsecured. Corporate debt may be rated investment grade \16\
or below investment grade and may carry fixed or floating rates of
interest.
---------------------------------------------------------------------------

    \16\ According to the Adviser, ``investment grade'' means
securities rated in the Baa/BBB categories or above by one or more
Nationally Recognized Statistical Rating Organizations (``NRSROs'').
If a security is rated by multiple NRSROs and receives different
ratings, the Fund will treat the security as being rated in the
lowest rating category received from an NRSRO. Rating categories may
include sub-categories or gradations indicating relative standing.
---------------------------------------------------------------------------

    The Fund may invest in debt securities issued by non-U.S. companies
that are traded over-the-counter or listed on an exchange. Non-U.S.
debt securities in which the Fund may invest include debt securities
issued or guaranteed by companies organized under the laws of countries
other than the United States, debt 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. These debt securities may be U.S. dollar-
denominated or non-U.S. dollar-denominated. Non-U.S. debt securities
also include U.S. dollar-denominated debt obligations, such as ``Yankee
Dollar'' obligations, of foreign issuers and of supranational
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 debt securities also may
be traded on foreign securities exchanges or in over-the-counter
capital markets.
    The Fund may invest in U.S. government securities. U.S. government
securities include U.S. Treasury obligations and securities issued or
guaranteed by various agencies of the U.S. government, or by various
instrumentalities which have been established or sponsored by the U.S.
government. U.S. Treasury obligations are backed by the ``full faith
and credit'' of the U.S. government. Securities issued or guaranteed by
federal agencies and U.S. government-sponsored instrumentalities may or
may not be backed by the full faith and credit of the U.S. government.
    The Fund may invest in short-term debt securities (as described
herein), money market funds and other cash equivalents, or it may hold
cash. The percentage of the Fund invested in such holdings may vary and
depends on several factors, including market conditions.
    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; (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,\17\ which involve purchases of debt securities; (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; and (6) commercial paper, which is short-term unsecured
promissory notes, including variable rate master demand notes issued by
corporations to finance their current operations.
---------------------------------------------------------------------------

    \17\ The Fund may invest in repurchase agreements with
commercial banks, brokers or dealers to generate income from its
excess cash balances and its securities lending cash collateral. A
repurchase agreement is an agreement under which the Fund acquires a
financial instrument (e.g., a security issued by the U.S. government
or an agency thereof, a banker's acceptance or a certificate of
deposit) from a seller, subject to resale to the seller at an agreed
upon price and date (normally, the next business day). A repurchase
agreement may be considered a loan collateralized by securities. In
addition, the Fund may enter into reverse repurchase agreements,
which involve the sale of securities with an agreement to repurchase
the securities at an agreed upon price, date and interest payment
and have the characteristics of borrowing. According to the
Registration Statement, the Fund intends to enter into repurchase
and reverse repurchase agreements only with financial institutions
and dealers believed by the Adviser to present minimal credit risks
in accordance with criteria approved by the Board. The Adviser will
review and monitor the creditworthiness of such institutions. The
Adviser will monitor the value of the collateral at the time the
action is entered into and at all times during the term of the
agreement.
---------------------------------------------------------------------------

    Under normal market conditions, up to 10% of the net assets of the
Fund may be denominated in currencies other than the U.S. dollar. The
Fund intends to hedge its non-U.S. dollar holdings. The Fund's currency
exchange transactions will be conducted on a spot (i.e., cash) basis at
the spot rate prevailing in the currency exchange market. The cost of
the Fund's currency exchange transactions will generally be the
difference between the bid and offer spot rate of the currency being
purchased or sold. In order to protect against uncertainty in the level
of future

currency exchange rates, the Fund is authorized to enter into various
currency exchange transactions.
    As noted above, the Fund may invest in securities of other 1940 Act
registered open-end or closed-end investment companies, including
ETFs,\18\ in the amounts that are permitted by the 1940 Act and the
applicable Exemptive Order from the Commission granted to the Trust, on
behalf of the Fund, but not to exceed 20% of the Fund's net assets. To
the extent that an investment company invests primarily in a specified
asset class held by the Fund, such an investment in the investment
company will be deemed to be an investment in the underlying asset
class for purposes of the Fund's investment limitations. In addition,
the Fund may invest a portion of its assets in exchange-traded pooled
investment vehicles (other than investment companies) that invest
primarily in securities of the types in which the Fund may invest
directly.
---------------------------------------------------------------------------

    \18\ As described in the Registration Statement, an ETF is an
investment company registered under the 1940 Act that holds a
portfolio of securities generally designed to track the performance
of a securities index, including industry, sector, country and
region indexes. Such ETFs all will be listed and traded in the U.S.
on registered exchanges. The Fund may invest in the securities of
ETFs in excess of the limits imposed under the 1940 Act pursuant to
the Exemptive Order. The ETFs in which the Fund may invest include
Index Fund Shares and Portfolio Depositary Receipts (as described in
NASDAQ Rule 5705); and Managed Fund Shares (as described in Nasdaq
Rule 5735). While the Fund may invest in inverse ETFs, the Fund will
not invest in leveraged or inverse leveraged (e.g., 2X or 3X) ETFs.
---------------------------------------------------------------------------

    The Fund may receive equity, warrants, corporate bonds and other
such securities as a result of the restructuring of the debt of an
issuer, or a reorganization of a senior loan or bond, or acquired
together with a high yield bond or senior loan(s) of an issuer. Such
investments will be subject to the Fund's investment objectives,
restrictions and strategies as described herein.
    Subject to limitations, the Fund may invest in secured loans that
are not first lien loans or loans that are unsecured. These loans have
the same characteristics as Senior Loans except that such loans are not
first in priority of repayment and/or may not be secured by collateral.
Accordingly, the risks associated with these loans are higher than the
risks for loans with first priority over the collateral. Because these
loans are lower in priority and/or unsecured, they are subject to the
additional risk that the cash flow of the borrower may be insufficient
to meet scheduled payments after giving effect to the secured
obligations of the borrower or in the case of a default, recoveries may
be lower for unsecured loans than for secured loans.\19\
---------------------------------------------------------------------------

    \19\ Secured loans that are not first lien and loans that are
unsecured generally have greater price volatility than Senior Loans
and may be less liquid. There is also a possibility that originators
will not be able to sell participations in these loans, which would
create greater credit risk exposure for the holders of such loans.
Secured loans that are not first lien and loans that are unsecured
share the same risks as other below investment grade instruments.
---------------------------------------------------------------------------

    The Fund will not invest 25% or more of the value of its total
assets in securities of issuers in any one industry.\20\
---------------------------------------------------------------------------

    \20\ 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).
---------------------------------------------------------------------------

    The Fund may hold up to an aggregate amount of 15% of its net
assets in illiquid securities (calculated at the time of investment),
including Rule 144A securities, junior subordinated loans and unsecured
loans deemed illiquid by the Adviser. 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 securities. Illiquid securities 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.\21\
---------------------------------------------------------------------------

    \21\ 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).
---------------------------------------------------------------------------

    Except for investments in ETFs that may hold non-U.S. issues, the
Fund will not otherwise invest in non-U.S. equity issues.
    The Fund will not invest in options contracts, futures contracts or
swap agreements.
    In certain situations or market conditions, the Fund may
temporarily depart from its normal investment policies and strategies
provided that the alternative is consistent with the Fund's investment
objective and is in the best interest of the Fund. For example, the
Fund may hold a higher than normal proportion of its assets in cash in
times of extreme market stress.\22\ The Fund may borrow money from a
bank as permitted by the 1940 Act or other governing statute, by
applicable rules thereunder, or by Commission or other regulatory
agency with authority over the Fund, but only for temporary or
emergency purposes. The use of temporary investments is not a part of a
principal investment strategy of the Fund.
---------------------------------------------------------------------------

    \22\ See supra note 10.
---------------------------------------------------------------------------

    The Fund will be classified as a ``non-diversified'' investment
company under the 1940 Act.\23\
---------------------------------------------------------------------------

    \23\ The diversification standard is set forth in Section
5(b)(1) of the 1940 Act (15 U.S.C. 80a-5).
---------------------------------------------------------------------------

    The Fund intends to qualify for and to elect treatment as a
separate regulated investment company (``RIC'') under Subchapter M of
the Internal Revenue Code.\24\
---------------------------------------------------------------------------

    \24\ 26 U.S.C. 851.
---------------------------------------------------------------------------

    The Fund's investments will be consistent with the Fund's
investment objective and will not be used to enhance leverage.
Criteria To Be Applied to the Fund
    While the Fund, which would be listed pursuant to the criteria
applicable to actively managed funds under Nasdaq Rule 5735, is not
eligible for listing under Nasdaq Rule 5705(b) applicable to listing
and trading of Index Fund Shares based on a securities index, the
Adviser represents that, under normal market conditions, the Fund would
generally satisfy the generic fixed income initial listing requirements
in Nasdaq Rule 5705(b)(4) on a continuous basis measured at the time of
purchase, as described below.\25\
---------------------------------------------------------------------------

    \25\ Nasdaq Rule 5705(b)(4) sets forth generic listing criteria
applicable to listing under Rule 19b-4(e) under the Exchange Act of
Index Fund Shares (``IF Shares'' or ``Index Fund Shares'') based on
an index or portfolio of ``Fixed Income Securities,'' which are debt
securities that are notes, bonds, debentures or evidence of
indebtedness that include, but are not limited to, U.S. Department
of Treasury securities (``Treasury Securities''), government-
sponsored entity securities (``GSE Securities''), municipal
securities, trust preferred securities, supranational debt and debt
of a foreign country or a subdivision thereof. Nasdaq Rule
5705(b)(4)(A) is as follows: Eligibility Criteria for Index
Components. Upon the initial listing of a series of Index Fund
Shares pursuant to Rule 19b-4(e) under the Act, each component of an
index or portfolio underlying a series of Index Fund Shares shall
meet the following criteria: (i) The index or portfolio must consist
of Fixed Income Securities; (ii) Components that in aggregate
account for at least 75% of the weight of the index or portfolio
each shall have a minimum original principal amount outstanding of
$100 million or more; (iii) A component may be a convertible
security, however, once the convertible security component converts
to the underlying equity security, the component is removed from the
index or portfolio; (iv) No component fixed-income security
(excluding Treasury Securities) will represent more than 30% of the
weight of the index or portfolio, and the five most heavily weighted
component fixed-income securities do not in the aggregate account
for more than 65% of the weight of the index or portfolio; (v) An
underlying index or portfolio (excluding exempted securities) must
include a minimum of 13 non-affiliated issuers; and (vi) Component
securities that in aggregate account for at least 90% of the weight
of the index or portfolio must be either (a) from issuers that are
required to file reports pursuant to Sections 13 and 15(d) of the
Act; (b) from issuers that have a worldwide market value of its
outstanding common equity held by non-affiliates of $700 million or
more; (c) from issuers that have outstanding securities that are
notes, bonds debentures, or evidence of indebtedness having a total
remaining principal amount of at least $1 billion; (d) exempted
securities as defined in Section 3(a)(12) of the Act; or (e) from
issuers that are a government of a foreign country or a political
subdivision of a foreign country.

---------------------------------------------------------------------------

    With respect to the requirement of Nasdaq Rule 5705(b)(4)(A)(i), as
noted in the Registration Statement, the Fund will invest at least 80%
of its net assets (plus any borrowings for investment purposes) in
Senior Loans. The Adviser expects that substantially all of the Fund's
assets will be invested in Fixed Income Securities or cash/cash-like
instruments. With respect to the requirement of Nasdaq Rule
5705(b)(4)(A)(ii), the Adviser expects that substantially all, but at
least 75% of the Fund's portfolio will be invested in loans that have
an aggregate outstanding exposure of greater than $100 million. With
respect to the requirement of Nasdaq Rule 5705(b)(4)(A)(iii), the
Adviser represents that the Fund will not typically invest in
convertible securities; however, should the Fund make such investments,
the Adviser would direct the Fund to divest any converted equity
security as soon as practicable.
    With respect to the requirement of Nasdaq Rule 5705(b)(4)(A)(iv),
the Adviser represents that the Fund will not concentrate its
investments in excess of 30% in any one security (excluding Treasury
Securities), and will not invest more than 65% of its assets in five or
fewer securities (excluding Treasury Securities).
    With respect to the requirement of Nasdaq Rule 5705(b)(4)(A)(v),
the Adviser represents that the Fund will invest in Senior Loans issued
to at least 13 non-affiliated borrowers.
    With respect to the requirements of Nasdaq Rule 5705(b)(4)(A)(vi),
the Adviser represents that the Fund may make investments on a
continuous basis in compliance with such requirement at the time of
purchase; however, the market for Senior Loans differs in several
material respects from the market of other fixed income securities
(e.g., bonds). A significant percentage of the Senior Loan market would
not meet the criteria set forth in Nasdaq Rule 5705(b)(4)(A)(vi), but
would be readily tradable in the secondary market. For the 12 month
period ending August 12, 2012, 53.4% of the borrowers of primary Senior
Loans (also known as leveraged loans) had total indebtedness of $1
billion or less and Senior Loans outstanding of $250 million or more.
(Source: S&P). In order to add to the Fund's diversification and to
expand the Fund's investment universe, the Fund may invest in Senior
Loans borrowed by entities that would not meet the criteria set forth
in Nasdaq Rule 5705(b)(4)(A)(vi) above provided the borrower has at
least $250 million outstanding in Senior Loans. The Senior Loans
borrowed by such entities would be well known to participants in the
Senior Loan markets, would typically attract multiple market makers,
and would share liquidity and transparency characteristics of senior
secured debt borrowed by entities meeting the criteria in the generic
listing criteria of Nasdaq Rule 5705(b)(4)(A).
Description of Senior Loans and the Senior Loan Market
    The Adviser represents that Senior Loans represent debt obligations
of sub-investment grade corporate borrowers, similar to high yield
bonds; however, Senior Loans are different from traditional high yield
bonds in several important respects. First, Senior Loans are typically
senior to other obligations of the borrower and secured by the assets
of the borrower. Senior Loans rank at the top of a borrower's capital
structure in terms of priority of payment, ahead of any subordinated
debt (high yield) or the borrower's common equity. These loans are also
secured, as the holders of these loans have a lien on most if not all
of the corporate borrower's plant, property, equipment, receivables,
cash balances, licenses, trademarks, etc. Furthermore, the corporate
borrower of Senior Loans executes a credit agreement that typically
restricts what it can do (debt incurrence, asset dispositions, etc.)
without the lenders' approval, and, in addition, often requires the
borrower to meet certain ongoing financial covenants (EBITDA, leverage
tests, etc.). Finally, Senior Loans are floating rate obligations which
typically pay a fixed spread over 3 month LIBOR.
    Institutional investors access the market today primarily through
commingled funds or separately managed accounts. Individual investors
have gained exposure to Senior Loans primarily through registered open-
end or closed-end mutual funds and business development companies or
occasionally through limited partnerships.
    The performance of a Senior Loans portfolio is driven by credit
selection. Investing in Senior Loans involves detailed credit analysis
and sound investment judgment culminating in the timely payout of
interest and ultimate return of principal. Loans are generally
prepayable at any time, typically without penalty. Loans are typically
purchased at close to 100 (``par'') and are also typically repaid at
100; the return to the investor comes from the quarterly interest
coupons and the return of principal. Underperformance comes from making
investment misjudgments whereby the corporate borrower fails to repay
the loan at maturity or otherwise defaults on the obligation.\26\
---------------------------------------------------------------------------

    \26\ Additional capital features inherent to Senior Loans
include the following: such loans are subject to mandatory and
discretionary prepayments and can be prepaid in full, often without
penalty, for a variety of reasons; companies may opt to refinance an
existing loan at a lower spread or repay the loan with a high yield
bond issuance; required excess cash flow sweeps; covenants requiring
loan prepayment from proceeds of asset sales; and quarterly
amortization.
---------------------------------------------------------------------------

    The Adviser represents that the Senior Loan market, in terms of
total outstanding loans by dollar volume is approximately equal in size
to the high yield corporate bond market in the U.S.--between $1.2
trillion and $1.5 trillion. The market for Senior Loans is almost
exclusively comprised of non-investment grade corporate borrowers. The
Loan Syndication and Trading Association (``LSTA''), a trade group
sponsored by both underwriters of and institutional investors in senior
bank loans, has been tracking trading volumes and bid-offer spreads for
the asset class since 2007. For the month ended June 30, 2012--a
representative period--$30 billion of Senior Loans changed hands
representing 1,109 individual transactions. (Source: LSTA.) Average
quarterly Senior Loan trading volume exceeded $100 billion during 2011.
Quarterly trading volumes fell modestly to $98 billion in the second
calendar quarter of 2012.\27\
---------------------------------------------------------------------------

    \27\ As of October 2012, 195 open-ended loan funds and open-
ended bond funds were invested in the Senior Loan market as a
primary or secondary asset class. (Source: Morningstar.) As of
October 2012, there were approximately $65 billion of assets under
management in 39 open-ended loan funds and approximately $252
billion of assets under management in 158 open-ended high yield bond
funds. Eighty-six of the 158 open-ended high yield bond funds made
an allocation to Senior Loans, and, among high yield bond funds that
had an allocation to Senior Loans, such allocation was 4.99% on
average. (Source: Morningstar Direct.)

---------------------------------------------------------------------------

    The Fund, as noted above, will primarily invest in the more liquid
and higher rated segment of the Senior Loan market. The average credit
rating of the Senior Loans that the Fund typically will hold will be
rated between the categories of BB and B as rated by S&P. The most
actively traded loans will generally have a tranche size outstanding
(or total float of the issue) in excess of $250 million. The borrowers
of these broadly syndicated bank loans will typically be followed by
many ``buy-side'' and ``sell-side'' credit analysts who will in turn
rely on the borrower to provide transparent financial information
concerning its business performance and operating results. The Adviser
represents that such borrowers typically provide significant financial
transparency to the market through the delivery of financial statements
on at least a quarterly basis as required by the executed credit
agreements. Additionally, bid and offers in the Senior Loans are
available throughout the trading day on larger Senior Loans issues with
multiple dealer quotes available.
    The Adviser represents that the underwriters, or agent banks, which
distribute, syndicate and trade Senior Loans are among the largest
global financial institutions, including JPMorgan, Bank of America,
Citigroup, Goldman Sachs, Morgan Stanley, Wells Fargo, Deutsche Bank,
Barclays, Credit Suisse and others. It is common for multiple firms to
act as underwriters and market makers for a specific Senior Loan issue.
For example, two underwriters may co-underwrite and fund a Senior Loan
that has a $1 billion institutional tranche. One of the underwriters
acting as syndication agent for the financing, will then draft an
offering memorandum (similar to a prospectus for an initial public
offering of equity securities), distribute it to potential investors,
schedule management meetings with the largest loan investors and
arrange a bank meeting that includes management presentations along
with a question and answer session. The investor audience attends in
person as well as via telephone with both live and recorded conference
call options. After a two week syndication process where investors can
complete their due diligence work with access to company management and
underwriter bankers to answer credit questions, investors' commitments
are collected by the underwriter. The underwriter will typically
allocate the loan to 80-120 investors within the following week, with
the largest position representing 3-5% of the tranche size in a
successful syndication. The underwriters will both make executable two
sided markets in the loan with eighth to a quarter point bid/ask
spreads on sizes in the $2 million to $20 million range, depending on
the issue. Other banks also have Senior Loan trading desks that make
secondary bid/ask markets in the loans after they are allocated. Senior
Loan investors can also obtain information on Senior Loans and their
borrowers from numerous public sources, including Bloomberg, FactSet,
public financial statement filings (Forms 10-K and 10-Q), and sell side
research analysts.
    The Adviser represents that the segment of the Senior Loan market
that the Fund will focus on is highly liquid. Senior Loans of $250
million or more in issuance are typically quite liquid and will have
multiple market makers and typically 75 or more institutional holders.
The standard bid/offer spreads for such loans are \1/4\ to \1/2\ point,
although the largest firms can transact on a 1/8th point market across
dealers for Senior Loans of $250 million or more outstanding.\28\
---------------------------------------------------------------------------

    \28\ The Exchange notes that the PowerShares Senior Loan
Portfolio (Symbol: BKLN), is an index-based ETF listed on NYSE Arca
since March 5, 2011 under NYSE Arca Equities Rule 5.2(j)(3). The
underlying index for BKLN is the S&P/LSTA U.S. Leveraged Loan 100
Index, the Fund's Primary Index. As of November 20, 2012, BKLN had
assets under management of approximately $1.28 billion. Since
inception, BKLN's average daily trading volume has been 545,065
shares, with an average premium/discount to NAV of 0.43%.
---------------------------------------------------------------------------

    The Adviser represents that, while Senior Loans are not reported
through TRACE,\29\ there is significant transparency with dealers
updating investors on trades and trading activity throughout the day.
Dealers update their ``trading runs'' of Senior Loans throughout the
day and distribute these via electronic messaging to the institutional
investor community. The Adviser represents further that, upon
commencement of trading in the Fund, the Adviser would ensure that all
``Authorized Participants'' (as described below) for the Fund were
added to these intraday market maker Senior Loan ``trading runs.''
---------------------------------------------------------------------------

    \29\ TRACE (Trade Reporting and Compliance Engine), is a vehicle
developed by the Financial Industry Regulatory Authority (``FINRA'')
that facilitates the mandatory over-the-counter secondary market
transactions in eligible fixed income securities.
---------------------------------------------------------------------------

Description of the S&P/LSTA U.S. Leveraged Loan 100 Index \30\
---------------------------------------------------------------------------

    \30\ The description herein of the Primary Index is based on
information in ``S&P LSTA U.S. Leveraged Loan 100 Index Methodology,
August 2011'' (``Primary Index Description''). S&P is not a broker-
dealer or affiliated with a broker-dealer and has implemented
procedures designed to prevent the use and dissemination of
material, non-public information regarding the Primary Index.
---------------------------------------------------------------------------

    The Primary Index is a market value-weighted index designed to
measure the performance of the largest segment of the U.S. syndicated
leveraged loan market. The Primary Index consists of 100 loan
facilities drawn from a larger benchmark--the S&P/LSTA Leveraged Loan
Index (``LLI''), which covers more than 900 facilities and, as of June
30, 2011, had a market value of more than US$ 490 billion. As of June
30, 2011, the Primary Index had a total market value of US$ 183.4
billion.
    The Primary Index is designed to reflect the largest facilities in
the leveraged loan market. It mirrors the market-weighted performance
of the largest institutional leveraged loans based upon market
weightings, spreads and interest payments.
    The Primary Index is rules based, although the S&P/LSTA U.S.
Leveraged Loan 100 Index Committee (the ``Index Committee,'' described
below) reserves the right to exercise discretion when necessary.
    The Primary Index is rebalanced semi-annually to avoid excessive
turnover, but reviewed weekly to reflect pay-downs and ensure that the
Primary Index portfolio maintains 100 loan facilities. The constituents
of the Primary Index (the ``Index Loans'') are drawn from a universe of
syndicated leveraged loans representing over 90% of the leveraged loan
market.
    All syndicated leveraged loans covered by the LLI universe are
eligible for inclusion in the Primary Index. Term loans from syndicated
credits must meet the following criteria at issuance in order to be
eligible for inclusion in the LLI:

--Senior secured
--Minimum initial term of one year
--Minimum initial spread of LIBOR + 125 basis points
--US dollar denominated

    All Primary Index loans must have a publicly assigned CUSIP.
    According to the Primary Index Description, the Primary Index is
designed to include the largest loan facilities from the LLI universe.
Par outstanding is a key criterion for loan selection. Loan facilities
are included if they are among the largest first lien facilities from
the Primary Index in

terms of par amount outstanding. There is no minimum size requirement
on individual facilities in the Primary Index, but the LLI universe
minimum is US$ 50 million. Only the 100 largest first lien facilities
from the LLI that meet all eligibility requirements are considered for
inclusion. The Primary Index covers all borrowers regardless of origin;
however, all facilities must be denominated in U.S. dollars.
    A Primary Index addition is generally made only if a vacancy is
created by a Primary Index deletion. Primary Index additions are
reviewed on a weekly basis and are made according to par outstanding
and overall liquidity. Liquidity is determined by the par outstanding
and number of market bids available. Facilities are retired when they
are no longer priced by ``LSTA/LPC Mark-to-Market Pricing'' or when the
facility is repaid.\31\
---------------------------------------------------------------------------

    \31\ LSTA/LPC Mark-to-Market Pricing is used to price each loan
in the index. LSTA/LPC Mark-to-Market Pricing is based on bid/ask
quotes gathered from dealers and is not based upon derived pricing
models. The Primary Index uses the average bid for its market value
calculation.
---------------------------------------------------------------------------

    Each loan facility's total return is calculated by aggregating the
interest return, reflecting the return due to interest paid and accrued
interest, and price return, reflecting the gains or losses due to
changes in end-of-day prices and principal prepayments.
    The Primary Index is maintained in accordance with the following
rules:

--The Primary Index is reviewed each week to ensure that it includes
100 Index Loans.
--A complete review and rebalancing of all Primary Index constituents
is completed on a semi-annual basis coinciding with the last weekly
rebalance in June and in December.
--Eligible loan facilities approved by the Primary Index Committee are
added to the Primary Index during the semi-annual rebalancing. Eligible
loan facilities are added to the Primary Index at the weekly review
only if other facilities are repaid or otherwise drop out of the
Primary Index, in order to maintain 100 Index Loans.
--Any loan facility that fails to meet any of the eligibility criteria
or that has a term to maturity less than or equal to 12 months plus 1
calendar day, as of the weekly rebalancing date, will not be included
in the Primary Index.
--Par amounts of Primary Index loans will be adjusted on the weekly
rebalancing date to reflect any changes that have occurred since the
previous rebalancing date, due, for example, to partial pre-payments
and pay-downs.\32\
---------------------------------------------------------------------------

    \32\ The Adviser represents that loan prepayments in 2011 were
40% of the LLI and LTM September 30, 2012 are 28% (Source: LCD
Quarterly Review, Third Quarter 2012). As a result of prepayments,
the weighted average life of a loan is typically 2-3 years versus
average maturity of 5-7 years. Existing investors in the Senior Loan
may decline to participate in a loan refinancing that occurs at a
lower spread in which case the loan would be repaid.
---------------------------------------------------------------------------

--Constituent facilities are capped at 2% of the Primary Index and
drawn- down at the weekly rebalancing. When a loan facility exceeds the
2% cap, the weight is reduced to 1.90% and the proceeds are invested in
the other Primary Index components on a relative-weight basis.

    The Primary Index is normally reviewed and rebalanced on a weekly
basis to maintain 100 constituents. The Primary Index Committee (as
described below), nevertheless, reserves the right to make adjustments
to the Primary Index at any time that it believes appropriate.
    Weekly Primary Index rebalancing maintenance (additions, deletions,
pay-downs, and other changes to the Primary Index) is based on data as
of Friday (or the last business day of the week in the case of
holidays) and is announced the following Wednesday (or Tuesday in the
case of a holiday) for implementation on the following Friday. Publicly
available information, up to and including each Wednesday's close, is
considered in each weekly rebalancing.
    Primary Index changes published in the announcement generally are
not subject to revision and will become effective on the date listed in
the announcement.
The Primary Index Committee
    The Primary Index Committee maintains the Primary Index.\33\ The
Primary Index Committee is comprised of employees of S&P. The Primary
Index Committee is chaired by the Managing Director and Primary Index
Committee Chairman at S&P.
---------------------------------------------------------------------------

    \33\ The Primary Index Committee has implemented procedures
designed to prevent the use and dissemination of material, non-
public information regarding the Primary Index.
---------------------------------------------------------------------------

    Meetings are held annually and, from time to time, as needed. It is
the sole responsibility of the Primary Index Committee to decide on all
matters relating to methodology, maintenance, constituent selection and
index procedures. The Primary Index Committee makes decisions based on
all available information and Primary Index Committee discussions are
kept confidential to avoid any unnecessary impact on market trading.
Markit iBoxx USD Liquid Leveraged Loan Index \34\
---------------------------------------------------------------------------

    \34\ The description herein of the Secondary Index is based on
``Markit iBoxx USD Liquid Leveraged Loan Index--Index Guide,''
September 2011 (``Secondary Index Description'').
---------------------------------------------------------------------------

    According to the Secondary Index Description, the Markit iBoxx USD
Liquid Leveraged Loan Index is a subset of the benchmark Markit iBoxx
USD Leveraged Loan Index (USD LLI). The Secondary Index limits the
number of constituent loans by selecting larger and more liquid loans
from the wider USD LLI index universe as determined by the Liquidity
Ranking Procedure, described below. The procedure utilizes daily
liquidity scores from the Markit Loan Pricing Service, which is a
broader measure of liquidity, summarizing the performance of each loan
across several liquidity metrics, such as number of quotes, or bid-
offer sizes.\35\
---------------------------------------------------------------------------

    \35\ Markit is not a broker-dealer or affiliated with a broker-
dealer and has implemented procedures designed to prevent the use
and dissemination of material, non-public information regarding the
Secondary Index.
---------------------------------------------------------------------------

    The selection process for the Secondary Index will be used on the
index inception date and at every monthly rebalancing (``Secondary
Index Selection Date''). The selection process will involve the
identification of the eligible universe using the eligibility criteria
set out below. If the size of the eligible universe is greater than the
target number of loans, the Liquidity Ranking Procedure will be used to
determine the final index constituents. Once the index members are
selected, they are automatically carried forward to the following
month's selection, unless they no longer satisfy the eligibility
criteria or enter a prolonged period of relative illiquidity. The
Secondary Index eligibility criteria and the liquidity ranking
procedure are described in further detail below.
    The following six selection criteria are used to derive the
eligible universe from the MarkitWSO USD- denominated loan universe:
Loan type; minimum size; liquidity/depth of market; spread; credit
rating; and minimum time to maturity.\36\
---------------------------------------------------------------------------

    \36\ MarkitWSO is a corporate loan data base that Markit
maintains using information provided by agent banks on each
constituent Senior Loan in its data base of approximately 4,300
Senior Loans.
---------------------------------------------------------------------------

    Only USD-denominated loans are eligible for the Secondary Index.
    Eligible loan types are fully funded term loans (fixed and floating
rate) and defaulted loans. Ineligible loan types are 364-day facility;
delayed term loans; deposit-funded tranche; letters of credit;
mezzanine; PIK Toggle; PIK; pre-funded

acquisition; revolving credit; strips; synthetic lease; and unfunded
loans.
    A minimum facility size of $500 million USD nominal is required to
be eligible for the Secondary Index. A constituent is removed at the
next rebalancing if its nominal outstanding falls below $500 million
USD.
    According to the Secondary Index Description, liquidity and depth
of the market can be measured by the number of prices available for a
particular loan and the length of time prices have been provided by the
minimum required number of price contributors. The liquidity check is
based on the 3-month period prior to the rebalancing cut-off date
(liquidity test period). Only loans with a minimum liquidity/depth of 2
for at least 50% of trading days of the liquidity test period are
eligible. Loans issued less than 3 months prior to the rebalancing cut-
off date require a minimum liquidity/depth of 3 for at least 50% of
trading days in the period from the issue date to the rebalancing cut-
off date.
    Only sub-investment grade loans are eligible for the Secondary
Index. Each rated loan is assigned a composite index rating based on
the ratings from Moody's and S&P's. If more than one agency publishes a
rating for a loan, the average of the ratings determines the composite
rating. The average rating is calculated as the numerical average of
the ratings provided. To calculate the average, each rating assigned an
integer number as follows: AAA/Aaa is assigned a 1, AA+/Aa1 a 2 etc.
The resulting average is rounded to the nearest integer with .5 rounded
up. Loans designated as ``Not Rated'' by both Moody's and S&P must have
a minimum current spread of 125 basis points over LIBOR to be eligible
for the Secondary Index. Loans designated as ``Not Rated'' are not
assigned an index rating. Defaulted loans are eligible for the
Secondary Index provided they meet all other criteria.\37\
---------------------------------------------------------------------------

    \37\ While the Secondary Index can include defaulting Senior
Loans, the Adviser does not intend to invest in such loans.
---------------------------------------------------------------------------

    The initial time to maturity is measured from the loan's issue date
to its maturity date. A minimum initial time to maturity of one year is
required for potential constituents. The minimum time to maturity
threshold reduces the Secondary Index turnover and transaction costs
associated with short-dated loans. Existing constituents with time to
maturities of less than 1 year remain in the Secondary Index until
maturity provided they meet all other eligibility criteria.

    In order to determine the final Secondary Index constituents, the
loans in the eligible universe are ranked according to their liquidity
scores, as provided by the Markit Loan Pricing Service. Each loan in
the MarkitWSO database \38\ is assigned a daily score based on the
loan's performance on the following liquidity metrics:
---------------------------------------------------------------------------

    \38\ See supra note 36.

--Sources Quote: The number of dealers sending out runs.
--Frequency of Quotes: total number of dealer runs.
--Number of Sources with Size: The number of dealer runs with
associated size.
--Bid-offer spreads: The average bid-offer spread in dealer runs.
--Average quote size: The average size parsed from quotes.
--Movers Count: The end of day composite contributions which have moved
on that day.

    Each loan carries a score ranging from 1 to 5 in ascending order of
liquidity, depending on the daily values for the above components. A
loan with a score of 1 will have the best performance in each of the
categories above. In the liquidity ranking procedure described below,
average liquidity scores are calculated for each loan, over a calendar
one or three month period immediately preceding each rebalancing date.
    On the Secondary Index inception day, the target number of loans
will be 100. Loans will be removed from the Secondary Index if they are
no longer present in the current eligible universe or are not ranked
within the first 125 places in terms of 3 month average liquidity
score. On every subsequent rebalancing, the number of new loans to be
selected will be equal to the number of loans which will be removed
from the Secondary Index.
    According to the Secondary Index Description, the parameters used
in the selection process, including the target number of loans and the
eligibility criteria, are subject to an annual review process to ensure
that the Secondary Index continues to reflect the underlying loans
market. The results of the analysis are submitted to the oversight
committee for the Markit iBoxx USD Leveraged Loan Indices (``Oversight
Committee'').\39\ The review will consist of a qualitative and
quantitative assessment of any developments in the loans market in
terms of market size, depth and overall liquidity conditions of the
market together with a recommendation whether current index rules
should be modified. Factors that will be considered in the assessment
will include: size of the market; new issuance patterns and trends;
outstanding number of loans and borrowers; and liquidity conditions.
---------------------------------------------------------------------------

    \39\ The Oversight Committee has implemented procedures designed
to prevent the use and dissemination of material, non-public
information regarding the Secondary Index.
---------------------------------------------------------------------------

    All Markit iBoxx USD Leveraged Loan Indices are calculated at the
end of each business day and re-balanced at the end of each month.
    The Markit iBoxx USD Leveraged Loans Indices are calculated on the
basis of end-of-day prices provided by Markit Loan Pricing services on
each recommended Securities Industry and Financial Markets Association
(``SIFMA'') U.S. trading day.
    On each pricing day, end-of-day bid, mid and ask price quotes for
the applicable loans are received from Markit Loan Pricing. Prices for
all loans are taken at 4:15 p.m. Eastern time (``E.T.''). Secondary
Index data is published and distributed on the next day by 8:00 a.m.
E.T. and is available on the Markit index Web site, http://indices.markit.com, and through Bloomberg and Reuters.
    Markit will provide bid, mid and ask prices for all eligible loans
at the end of each index calculation day. Reference loan data will be
provided by Markit, which represents up-to-date reference and
transactional information on over 1,000 leveraged loans.
The Shares
    The Fund will issue and redeem Shares only in Creation Units at the
NAV next determined after receipt of an order on a continuous basis
every day except weekends and specified holidays. The NAV of the Fund
will be determined once each business day, normally as of the close of
trading of the New York Stock Exchange (``NYSE''), generally, 4:00 p.m.
E.T. Creation Unit sizes will be 50,000 Shares per Creation Unit. The
Trust will issue and sell Shares of the Fund only in Creation Units on
a continuous basis through the Distributor, without a sales load (but
subject to transaction fees), at their NAV per Share next determined
after receipt of an order, on any business day, in proper form pursuant
to the terms of the Authorized Participant agreement (as referred to
below).
    The consideration for purchase of a Creation Unit of the Fund
generally will consist of either (i) the in-kind deposit of a
designated portfolio of securities (primarily Senior Loans) (the
``Deposit Securities'') per each Creation Unit and the Cash Component
(defined below), computed as described below or (ii) the cash value of
the Deposit Securities

(``Deposit Cash'') and the ``Cash Component,'' computed as described
below. The primary method of creation and redemption transactions will
be in cash. In-kind creation and redemption transactions will be
available only if requested by an Authorized Participant and approved
by the Trust.
    When accepting purchases of Creation Units for cash, the Fund may
incur additional costs associated with the acquisition of Deposit
Securities that would otherwise be provided by an in-kind purchaser.
Together, the Deposit Securities or Deposit Cash, as applicable, and
the Cash Component will constitute the ``Fund Deposit,'' which
represents the minimum initial and subsequent investment amount for a
Creation Unit of the Fund. The ``Cash Component'' will be an amount
equal to the difference between the NAV of the Shares (per Creation
Unit) and the market value of the Deposit Securities or Deposit Cash,
as applicable. If the Cash Component is a positive number (i.e., the
NAV per Creation Unit exceeds the market value of the Deposit
Securities or Deposit Cash, as applicable), the Cash Component will be
such positive amount. If the Cash Component is a negative number (i.e.,
the NAV per Creation Unit is less than the market value of the Deposit
Securities or Deposit Cash, as applicable), the Cash Component will be
such negative amount and the creator will be entitled to receive cash
in an amount equal to the Cash Component. The Cash Component will serve
the function of compensating for any differences between the NAV per
Creation Unit and the market value of the Deposit Securities or Deposit
Cash, as applicable.
    According to the Registration Statement, to be eligible to place
orders with respect to creations and redemptions of Creation Units, an
entity must be (i) a ``Participating Party,'' i.e., a broker-dealer or
other participant in the clearing process through the Continuous Net
Settlement System of the National Securities Clearing Corporation
(``NSCC''); or (ii) a Depository Trust Company (``DTC'') participant.
In addition, each Participating Party or DTC Participant (each, an
``Authorized Participant'') must execute an agreement that has been
agreed to by the Principal Underwriter and the Transfer Agent, and that
has been accepted by the Trust, with respect to purchases and
redemptions of Creation Units.
    The Custodian, through the NSCC, will make available on each
business day, immediately prior to the opening of business on the
Exchange's Regular Market Session (currently 9:30 a.m., E.T), the list
of the names and the required number of shares of each Deposit Security
or the required amount of Deposit Cash, as applicable, to be included
in the current Fund Deposit (based on information at the end of the
previous business day) for the Fund. Such Fund Deposit is subject to
any applicable adjustments as described below, in order to effect
purchases of Creation Units of the Fund until such time as the next-
announced composition of the Deposit Securities or the required amount
of Deposit Cash, as applicable, is made available.
    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.
    With respect to the Fund, the Custodian, through the NSCC, will
make available immediately prior to the opening of business on the
Exchange (9:30 a.m. E.T.) on each business day, the list of the names
and share quantities of the Fund's portfolio securities (``Fund
Securities'') or the required amount of Deposit Cash that will be
applicable (subject to possible amendment or correction) to redemption
requests received in proper form (as defined below) on that day. Fund
Securities received on redemption may not be identical to Deposit
Securities.
    Redemption proceeds for a Creation Unit will be paid either in-kind
or in cash or a combination thereof, as determined by the Trust. With
respect to in-kind redemptions of the Fund, redemption proceeds for a
Creation Unit will consist of Fund Securities as announced by the
Custodian on the business day of the request for redemption received in
proper form plus cash in an amount equal to the difference between the
NAV of the 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 a fixed redemption transaction fee
and any applicable additional variable charge as set forth in the
Registration Statement. In the event that the Fund Securities have a
value greater than the NAV of the Shares, a compensating cash payment
equal to the differential will be required to be made by or through an
Authorized Participant by the redeeming shareholder. Notwithstanding
the foregoing, at the Trust's discretion, an Authorized Participant may
receive the corresponding cash value of the securities in lieu of the
in-kind securities value representing one or more Fund Securities.
    The creation/redemption order cut-off time for the Fund is expected
to be 4:00 p.m. E.T. for purchases of Shares. On days when the Exchange
closes earlier than normal, the Fund may require orders for Creation
Units to be placed earlier in the day.
Net Asset Value
    The NAV per Share for the Fund will be computed by dividing the
value of the net assets of the Fund (i.e., the value of its total
assets less total liabilities) by the total number of Shares
outstanding, rounded to the nearest cent. Expenses and fees, including
the management fees, are accrued daily and taken into account for
purposes of determining NAV.\40\ The NAV of the Fund will be calculated
by the Custodian and determined at the close of the regular trading
session on the NYSE (ordinarily 4:00 p.m., E.T.) on each day that such
exchange is open, provided that fixed-income assets (and, accordingly,
the Fund's NAV) may be valued as of the announced closing time for
trading in fixed-income instruments on any day that SIFMA (or the
applicable exchange or market on which the Fund's investments are
traded) announces an early closing time. Creation/redemption order cut-
off times may also be earlier on such days.
---------------------------------------------------------------------------

    \40\ Markit will be the primary price source for Senior Loans in
calculating the Fund's NAV. To the extent ``Other Investments'' are
held, International Data Corporation (``IDC'') will be the primary
price source for such investments.
---------------------------------------------------------------------------

    In calculating the Fund's NAV per Share, investments will generally
be valued by using market valuations. A market valuation generally
means a valuation (i) obtained from an exchange, a pricing service, or
a major market maker (or dealer) or (ii) based on a price quotation or
other equivalent indication of value supplied by an exchange, a pricing
service, or a major market maker (or dealer). The Adviser may use
various pricing services, or discontinue the use of any pricing
service, as approved by the Trust's Board from time to time. A price
obtained from a pricing service based on such pricing service's
valuation matrix may be considered a market valuation. Any assets or
liabilities denominated in currencies other than the U.S. dollar will
be converted into U.S. dollars at the current market rates on the date
of valuation as quoted by one or more sources.
    In the event that current market valuations are not readily
available or such valuations do not reflect current market value, the
Trust's procedures

require the Adviser's Pricing Committee to determine a security's fair
value if a market price is not readily available.\41\ In determining
such value the Adviser's Pricing Committee may consider, among other
things, (i) price comparisons among multiple sources, (ii) a review of
corporate actions and news events, and (iii) a review of relevant
financial indicators (e.g., movement in interest rates, market indices,
and prices from the Fund's index providers). In these cases, the Fund's
NAV may reflect certain portfolio securities' fair values rather than
their market prices. Fair value pricing involves subjective judgments
and it is possible that the fair value determination for a security is
materially different than the value that could be realized upon the
sale of the security.
---------------------------------------------------------------------------

    \41\ The Valuation Committee of the Trust's Board of Trustees is
responsible for the oversight of the pricing procedures of the Fund
and the valuation of the Fund's portfolio. The Valuation Committee
has delegated day-to-day pricing responsibilities to the Adviser's
Pricing Committee, which is composed of officers of the Adviser. The
Pricing Committee is responsible for the valuation and revaluation
of any portfolio investments for which market quotations or prices
are not readily available. The Fund has implemented procedures
designed to prevent the use and dissemination of material, non-
public information regarding valuation and revaluation of any
portfolio investments.
---------------------------------------------------------------------------

Availability of Information
    The Distributor'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 Web
site will include additional quantitative information updated on a
daily basis, including, for the Fund: (1) The prior business day's
reported NAV, mid-point of the bid/ask spread at the time of
calculation of such NAV (the ``Bid/Ask Price''),\42\ 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 Regular Market Session \43\ on the Exchange, the Fund
will disclose on the Distributor's Web site the identities and
quantities of the portfolio of securities and other assets (the
``Disclosed Portfolio'') (as defined in Nasdaq Rule 5735(c)(2)) held by
the Fund that will form the basis for the Fund's calculation of NAV at
the end of the business day.\44\ On a daily basis, the Disclosed
Portfolio will include each portfolio security, including Senior Loans,
and other financial instruments of the Fund with the following
information on the Fund's Web site: ticker symbol (if applicable), name
of security and financial instrument, number of shares (if applicable)
and dollar value of securities (including Senior Loans) and financial
instruments held in the Fund, and percentage weighting of the security
and financial instrument in the Fund. The Web site information will be
publicly available at no charge.
---------------------------------------------------------------------------

    \42\ 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.
    \43\ See Nasdaq Rule 4120(b)(4) (describing the three trading
sessions on the Exchange: (1) Pre-Market Session from 7 a.m. to 9:30
a.m. E.T.; (2) Regular Market Session from 9:30 a.m. to 4 p.m. or
4:15 p.m. E.T.; and (3) Post-Market Session from 4 p.m. or 4:15 p.m.
to 8 p.m. E.T.).
    \44\ Under accounting procedures to be 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'').
Notwithstanding the foregoing, portfolio trades that are executed
prior to the opening of the Exchange on any business day may be
booked and reflected in NAV on such business day. 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.
---------------------------------------------------------------------------

    In addition, for the Fund, an estimated value, defined in Rule
5735(c)(3) as the ``Intraday Indicative Value,'' that reflects an
estimated intraday value of the Fund's portfolio, will be disseminated.
Moreover, the Intraday Indicative Value, available on the NASDAQ OMX
Information LLC proprietary index data service, will be based upon the
current value for the components of the Disclosed Portfolio and will be
updated and widely disseminated by one or more major market data
vendors and broadly displayed at least every 15 seconds during the
Regular Market Session. In addition, during hours when the markets for
local debt in the Fund's portfolio are closed, the Intraday Indicative
Value will be updated at least every 15 seconds during the Regular
Market Session to reflect currency exchange fluctuations. The Intraday
Indicative Value will be based on quotes and closing prices from the
securities' local market and may not reflect events that occur
subsequent to the local market's close. Premiums and discounts between
the Intraday Indicative Value and the market price may occur. This
should not be viewed as a ``real-time'' update of the NAV per Share of
the Fund, which is calculated only once a day.
    The dissemination of the Intraday Indicative Value, 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.
    Intra-day, executable price quotations of the Senior Loans, fixed
income securities and other assets held by the Fund will be available
from major broker-dealer firms or on the exchange on which they are
traded, if applicable. Intra-day price information is available through
subscription services, such as Bloomberg, Markit and Thomson Reuters,
which can be accessed by Authorized Participants and other investors.
    In addition, a basket composition file, which includes the security
names, amount and share quantities, as applicable, 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 Nasdaq via NSCC. The basket represents one Creation
Unit of the Fund.
    The Primary Index description and Secondary Index description are
publicly available. Primary and Secondary Index information, including
values, components, and weightings, is updated and provided daily on a
subscription basis by S&P and Markit. Complete methodologies for the
Primary and Secondary Index are made available on the Web sites of S&P
and Markit, respectively.
    Investors can also obtain the Trust's Statement of Additional
Information (``SAI''), the Fund's Shareholder Reports, and its Form N-
CSR and Form N-SAR, filed twice a year. The Trust's SAI and Shareholder
Reports are available free upon request from the Trust, and those
documents and the Form N-CSR and Form N-SAR may be viewed on-screen or
downloaded from the Commission's Web site at www.sec.gov. Information
regarding market price and trading volume of the Shares will be
continually available on a real-time basis throughout the day on
brokers' computer screens and other electronic services. Information
regarding the previous day's closing price and trading volume
information for the Shares will be published daily in the financial
section of newspapers. Quotation and last sale information for the
Shares will be available via Nasdaq proprietary quote and trade
services.
    Additional information regarding the Trust and the Shares,
including investment strategies, risks, creation and redemption
procedures, fees, Fund 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 change are defined
in the Registration Statement.
Initial and Continued Listing
    The Shares will be subject to Rule 5735, which sets forth the
initial and continued listing criteria applicable to Managed Fund
Shares. The Exchange represents that, for initial and/or continued
listing, the Fund must be in compliance with Rule 10A-3 \45\ under the
Act. A minimum of 100,000 Shares 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.
---------------------------------------------------------------------------

    \45\ See 17 CFR 240.10A-3.
---------------------------------------------------------------------------

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. Nasdaq will halt trading in the
Shares under the conditions specified in Nasdaq Rules 4120 and 4121;
for example, the Shares of the Fund will be halted if the ``circuit
breaker'' parameters in Nasdaq Rule 4120(a)(11) are reached. Trading
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 also will be subject to Rule
5735(d)(2)(D), which sets forth circumstances under which Shares of the
Fund may be halted.
Trading Rules
    Nasdaq deems the Shares to be equity securities, thus rendering
trading in the Shares subject to Nasdaq's existing rules governing the
trading of equity securities. Nasdaq will allow trading in the Shares
from 7:00 a.m. until 8:00 p.m. E.T. The Exchange has appropriate rules
to facilitate transactions in the Shares during all trading sessions.
As provided in Nasdaq Rule 5735(b)(3), the minimum price variation for
quoting and entry of orders in Managed Fund Shares traded on the
Exchange is $0.01.
Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing trading surveillances, administered by FINRA on behalf
of the Exchange, which are designed to detect violations of Exchange
rules and applicable federal securities laws.\46\ 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.
---------------------------------------------------------------------------

    \46\ 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. FINRA, on
behalf of the Exchange, will communicate as needed regarding trading in
the Shares with other markets that are members of the ISG or with which
the Exchange has in place a comprehensive surveillance sharing
agreement.\47\
---------------------------------------------------------------------------

    \47\ 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.
---------------------------------------------------------------------------

    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Circular
    Prior to the commencement of trading, the Exchange will inform its
members in an Information Circular of the special characteristics and
risks associated with trading the Shares. Specifically, the Information
Circular will discuss the following: (1) The procedures for purchases
and redemptions of Shares in Creation Units (and that Shares are not
individually redeemable); (2) Nasdaq Rule 2310, which imposes
suitability obligations on Nasdaq members with respect to recommending
transactions in the Shares to customers; (3) how information regarding
the Intraday Indicative Value is disseminated; (4) the risks involved
in trading the Shares during the Pre-Market and Post-Market Sessions
when an updated Intraday Indicative Value will not be calculated or
publicly disseminated; (5) the requirement that members 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 Information Circular will advise members, prior to
the commencement of trading, of the prospectus delivery requirements
applicable to the Fund. Members purchasing Shares from the Fund for
resale to investors will deliver a prospectus to such investors. The
Information Circular will also discuss any exemptive, no-action and
interpretive relief granted by the Commission from any rules under the
Act.
    Additionally, the Information Circular will reference that the Fund
is subject to various fees and expenses described in the Registration
Statement. The Information Circular will also disclose the trading
hours of the Shares of the Fund and the applicable NAV calculation time
for the Shares. The Information Circular will disclose that information
about the Shares of the Fund will be publicly available on the
Distributor's Web site.
2. Statutory Basis
    Nasdaq believes that the proposal is consistent with Section 6(b)
of the Act\48\ in general and Section 6(b)(5) of the Act\49\ in
particular in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, and to
remove impediments to and perfect the mechanism of a free and open
market and a national market system.
---------------------------------------------------------------------------

    \48\ 15 U.S.C. 78f.
    \49\ 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 Nasdaq Rule 5735. 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 equity securities in which the Fund may invest
will be limited to securities that trade in markets that are members of
the 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. 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. In pursuing its
investment objective, the Fund seeks to outperform the Primary and
Secondary Indices by normally investing at least 80% of its net assets
(plus any borrowings for investment purposes) in Senior Loans. It is
anticipated that the Fund, in accordance with its principal investment
strategy, will invest 50% to 75% of its net assets in Senior Loans that
are eligible for inclusion and meet the liquidity thresholds of the
Primary and/or the Secondary Indices. Each of the Fund's Senior Loan
investments will have no less than $250 million USD par outstanding.
The Fund will not invest 25% or more of the value of its total assets
in securities of borrowers in any one industry.\50\ The Fund may hold
up to an aggregate amount of 15% of its net assets in illiquid
securities (calculated at the time of investment), including Rule 144A
securities, junior subordinated loans and unsecured loans deemed
illiquid by the Adviser. The Fund may also invest in (1) fixed-rate or
floating-rate income-producing securities (including, without
limitation, U.S. government debt securities, investment grade and
below-investment grade corporate debt securities), (2) preferred
securities, and (3) securities of other investment companies registered
under the 1940 Act.\51\ The Adviser is affiliated with a broker-dealer
and has implemented a ``fire wall'' with respect to such broker-dealer
regarding access to information concerning the composition and/or
changes to the Fund's portfolio. In addition, paragraph (g) of Nasdaq
Rule 5735 further requires that personnel who make decisions on the
open-end fund's portfolio composition must be subject to procedures
designed to prevent the use and dissemination of material, non-public
information regarding the open-end fund's portfolio. The Fund's
investments will be consistent with the Fund's investment objectives
and will not be used to enhance leverage. The Fund will not invest in
options contracts, futures contracts or swap agreements. The Adviser
represents that, under normal market conditions, the Fund would
generally satisfy the generic fixed income listing requirements in
Nasdaq Rule 5705(b)(4) on a continuous basis measured at the time of
purchase, as described above. Except for Underlying ETFs that may hold
non-U.S. issues, the Fund will not otherwise invest in non-U.S. equity
issues. The Primary Index Committee has implemented procedures designed
to prevent the use and dissemination of material, non-public
information regarding the Primary Index. The Oversight Committee has
implemented procedures designed to prevent the use and dissemination of
material, non-public information regarding the Secondary Index.
---------------------------------------------------------------------------

    \50\ See supra note 20.
    \51\ The equity securities in which the Fund may invest will be
limited to securities that trade in markets that are members of the
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.
---------------------------------------------------------------------------

    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. S&P and Markit are not broker-
dealers or affiliated with a broker-dealer and each has implemented
procedures designed to prevent the use and dissemination of material,
non-public information regarding the Primary Index and Secondary Index,
respectively.
    The Intraday Indicative Value, available on the NASDAQ OMX
Information LLC proprietary index data service will be widely
disseminated by one or more major market data vendors and broadly
displayed at least every 15 seconds during the Regular Market Session.
On each business day, before commencement of trading in Shares in the
Regular Market Session on the Exchange, the Fund will disclose on the
Distributor's 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 for the Shares will be available
via Nasdaq proprietary quote and trade services. Intra-day, executable
price quotations of the Senior Loans, fixed-income securities and other
assets held by the Fund will be available from major broker-dealer
firms or on the exchange on which they are traded, if applicable.
Intra-day price information is available through subscription services,
such as Bloomberg, Markit and Thomson Reuters, which can be accessed by
Authorized Participants and other investors.
    The Distributor's 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. Trading in Shares of the Fund will
be halted if the circuit breaker parameters in Nasdaq Rule 4120(a)(11)
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 Nasdaq Rule 5735(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 Intraday Indicative
Value, the Disclosed Portfolio, and quotation and last sale information
for the Shares.
    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
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 Intraday Interactive Value, the Disclosed Portfolio, and quotation
and last sale information for the Shares.
    For the above reasons, Nasdaq believes the proposed rule change is
consistent with the requirements of Section 6(b)(5) of the Act.

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. The Exchange believes that
the proposed rule change will facilitate the listing and trading of an
additional type of actively-managed exchange-traded fund that 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

    Written comments were neither solicited nor received.

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 Exchange consents, the Commission shall: (a) By order approve
or disapprove such 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_ADDRESS>Please include
File Number SR-NASDAQ-2013-036 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2013-036. 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 the filing also will be available for inspection
and copying at the principal office of Nasdaq. 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-NASDAQ-2013-036 and should be submitted
on or before April 3, 2013.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\52\
Kevin M. O'Neill,
Deputy Secretary.
---------------------------------------------------------------------------

    \52\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

[FR Doc. 2013-05749 Filed 3-12-13; 8:45 am]
BILLING CODE 8011-01-P