Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),^[1] and Rule 19b-4 thereunder,^[2] notice is hereby given that on April 5, 2023, NYSE Arca, Inc. (“NYSE Arca” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

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

The Exchange proposes to reflect a change in the name of the Gabelli Equity Income ETF (the “Fund”) and an updated description of the investment strategy for the Fund, shares of which are currently listed and traded on the Exchange pursuant to NYSE Arca Rule 8.900-E. The proposed rule change is available on the Exchange's website at www.nyse.com, at the principal office of the Exchange, and at the Commission's Public Reference Room.

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

In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements.

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

1. Purpose

The purpose of this rule filing is to reflect a change to the name of the Fund and an updated description of the Fund's investment strategy. The Commission previously approved the listing and trading of Shares of the Fund on the Exchange pursuant to NYSE Arca Rule 8.900-E.^[3] NYSE Arca Rule 8.900-E governs the listing and trading of Managed Portfolio Shares, which are securities issued by an actively managed open-end investment management company.^[4] The Shares of the Fund are issued by the Gabelli ETFs Trust (the “Trust”), a statutory trust organized under the laws of the State of Delaware and registered with the Commission as an open-end management investment company.^[5]

The Approval Order stated that the Fund's name would be the Gabelli Equity Income ETF. The Exchange now proposes to update the name of the Fund to the Gabelli Commercial Aerospace and Defense ETF, which name is reflected in the Registration Statement and is consistent with the updated description of the Fund discussed below.

The Approval Order stated that the Fund seeks a high level of total return on its assets with an emphasis on income and intends to invest in income producing equity securities including U.S. exchange-listed common stock and preferred stock. The Exchange proposes to update the description of the Fund to provide that, as set forth in the Registration Statement, the Fund will seek to achieve its investment objective ( printed page 22494) by investing, under normal market conditions, at least 80% of its net assets (including any assets purchased using borrowings for investment purposes) in securities in the aerospace and defense sectors. According to the Registration Statement, the Fund defines an “aerospace and defense” company as a company that derives at least 50% of its revenues from, or devotes 50% of its assets to, aerospace and/or defense related activities. Aerospace companies include manufacturers, assemblers and distributors of aircraft and aircraft parts; defense companies include producers of components and equipment for the defense industry, such as military aircraft, radar equipment and weapons.

Except for the changes noted above, all other representations made in the Exchange's previous rule filing to list and trade Shares of the Fund remain unchanged and will continue to constitute continuing listing requirements for the Fund. As set forth in the Approval Order, the Fund's holdings will continue to conform to the permissible investments as set forth in the Exemptive Application and Exemptive Order, and the holdings will be consistent with the Registration Statement and all requirements in the Exemptive Application and Exemptive Order.^[6] The Fund will also continue to comply with the requirements of Rule 8.900-E.

2. Statutory Basis

The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,^[7] in general, and furthers the objectives of Section 6(b)(5) of the Act,^[8] in particular, in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest.

The Exchange believes the proposed rule change is designed to remove impediments to and perfect the mechanism of a free and open market and, in general, to protect investors and the public interest because it would reflect the change in the Fund's name and description, as set forth in the Registration Statement. Specifically, the proposed rule change would reflect a change in the Fund's name from the Gabelli Equity Income ETF to the Gabelli Commercial Aerospace and Defense ETF and reflect the Fund's updated strategy, through which the Fund will seek to achieve its investment objectives by investing, under normal market conditions, at least 80% of its net assets (including any assets purchased using borrowings for investment purposes) in securities in the aerospace and defense sectors. The proposed change is also designed to remove impediments to and perfect the mechanism of a free and open market, promote just and equitable principles of trade, and protect investors and the public interest because the Fund's investments will be consistent with the Registration Statement and continue to comply with all conditions set forth in the Exemptive Application and Exemptive Order. Except for the changes noted above, all other representations made in the Exchange's original rule filing remain unchanged and will continue to constitute continuing listing requirements for the Fund.

B. Self-Regulatory Organization's Statement on Burden on Competition

The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. As noted above, the proposed rule change would reflect only a change in the name and description of the Fund and would thus facilitate the continued listing and trading of Shares of the Fund on the Exchange, thereby promoting competition among various ETF products, to the benefit of investors and the marketplace.

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

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

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

Because the foregoing proposed rule change does not: (i) significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate, it has become effective pursuant to Section 19(b)(3)(A)(iii) of the Act ^[9] and subparagraph (f)(6) of Rule 19b-4 thereunder.^[10]

A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the Act normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6)(iii) ^[11] permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has requested that the Commission waive the 30-day operative delay so that the proposal may become operative immediately upon filing. The Exchange asserts that waiver of the operative delay would be consistent with the protection of investors and the public interest because it would promptly reflect the updated name and description of the Fund and facilitate the continued listing and trading of the shares of the Fund. In addition, the Commission notes that all types and quantities of proposed permitted investments are presently permitted. For these reasons, and because the proposal raises no novel legal or regulatory issues, the Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission hereby waives the 30-day operative delay and designates the proposed rule change operative upon filing.^[12]

At any time within 60 days of the filing of such proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.

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: ( printed page 22495)

Electronic Comments

• Use the Commission's internet comment form (https://www.sec.gov/​rules/​sro.shtml); or
• Send an email torule-comments@sec.gov. Please include File Number SR-NYSEARCA-2023-30 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEARCA-2023-30. 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 website ( https://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 website 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 the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR-NYSEARCA-2023-30 and should be submitted on or before May 4, 2023.