82 FR 18058 - Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a Proposed Rule Change, as Modified by Amendments No. 2 and No. 3 Thereto, To List and Trade Shares of the United States 3x Oil Fund and United States 3x Short Oil Fund Under NYSE Arca Equities Rule 8.200, Commentary .02

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 71 (April 14, 2017)

Page Range		18058-18061
FR Document		2017-07598

Federal Register, Volume 82 Issue 71 (Friday, April 14, 2017)

[Federal Register Volume 82, Number 71 (Friday, April 14, 2017)]
[Notices]
[Pages 18058-18061]
From the Federal Register Online [www.thefederalregister.org]
[FR Doc No: 2017-07598]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80427; File No. SR-NYSEArca-2016-173]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a
Proposed Rule Change, as Modified by Amendments No. 2 and No. 3
Thereto, To List and Trade Shares of the United States 3x Oil Fund and
United States 3x Short Oil Fund Under NYSE Arca Equities Rule 8.200,
Commentary .02

April 11, 2017.

I. Introduction

On December 23, 2016, NYSE Arca, Inc. (``Exchange'' or ``NYSE
Arca'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) \1\ of the Securities
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \2\ and Rule 19b-4
thereunder,\3\ a proposed rule change to list and trade shares
(``Shares'') of the United States 3x Oil Fund (``Oil Fund'') and United
States 3x Short Oil Fund (``Short Oil Fund,'' and together with the Oil
Fund, ``Funds'') under NYSE Arca Equities Rule 8.200, Commentary .02.
The proposed rule change was published for comment in the Federal
Register on January 11, 2017.\4\ On February 22, 2017, the Commission
designated a longer period within which to approve the proposed rule
change, disapprove the proposed rule change, or institute proceedings
to determine whether to disapprove the proposed rule change,\5\
pursuant to Section 19(b)(2) of the Act.\6\ On March 13, 2017, the
Exchange filed Amendment No. 1 to the proposed rule change. On March
29, 2017, the Exchange filed Amendment No. 2 to the proposed rule
change, which replaced and superseded the proposed rule change as
modified by Amendment No. 1.\7\ On April 7, 2017, the Exchange filed
Amendment No. 3 to the proposed rule change.\8\ The Commission received
no comments on the proposed rule change. This order approves the
proposed rule change, as modified by Amendments No. 2 and No. 3.
---------------------------------------------------------------------------

\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
\4\ See Securities Exchange Act Release No. 79742 (January 5,
2017), 82 FR 3366.
\5\ See Securities Exchange Act Release No. 80079 (February 27,
2017), 82 FR 11955 (designating April 11, 2017 as the date by which
the Commission would approve the proposal, disapprove the proposal,
or institute proceedings to approve or disapprove the proposal).
\6\ 15 U.S.C. 78s(b)(2).
\7\ In Amendment No. 2, the Exchange: (1) Provided additional
detail regarding the Funds' Benchmark Oil Futures Contract; (2)
stated that the CME Group, Inc. (``CME'') is a member of the
Intermarket Surveillance Group; (3) provided additional
clarification regarding the timing of the daily rebalancing of the
Funds' holdings; (4) provided additional clarification and
specificity regarding the instruments in which the Funds may invest;
(5) provided additional information regarding accountability level
requirements applicable to the Funds; (6) supplemented the
description of how certain investments will be valued for computing
a Fund's net asset value (``NAV''); (7) provided additional
clarification regarding the calculation of the Indicative Fund Value
(``IFV'') for a Fund; (8) represented that certain aspects of the
Funds' creation and redemption procedures will not impact market
maker arbitrage opportunities; (9) provided information regarding
the availability of the Benchmark Oil Futures Contract trading
prices prior to the New York Mercantile Exchange closing time and
end of day settlement price once published by the New York
Mercantile Exchange after its closing; (10) removed statements
regarding the rejection or suspension of redemption orders; (11)
provided additional detail regarding the availability of information
regarding the Funds and their portfolio holdings; (12) represented
that the applicability of Exchange listing rules specified in the
proposed rule change shall constitute continued listing requirements
for listing the Shares on the Exchange; (13) supplemented its
description of the information that the Exchange will provide to
Equity Trading Permit Holders in an Information Bulletin; and (14)
made other technical amendments. The amendments to the proposed rule
change are available at: https://www.sec.gov/comments/sr-nysearca-2016-173/nysearca2016173.htm. Amendment No. 2 is not subject to
notice and comment because it is a technical amendment that does not
materially alter the substance of the proposed rule change or raise
any novel regulatory issues.
\8\ In Amendment No. 3, the Exchange: (1) Clarified that the
futures contracts that trade under the symbol ``CL'' are WTI Crude
Oil futures; and (2) stated that the contents of each Fund's
portfolio would be disclosed to all market participants at the same
time. Amendment No. 3 is not subject to notice and comment because
it is a technical amendment that does not materially alter the
substance of the proposed rule change or raise any novel regulatory
issues.
---------------------------------------------------------------------------

II. Description of the Proposal \9\
---------------------------------------------------------------------------

\9\ A more detailed description of the Funds, the Shares, and
the Benchmark Oil Futures Contract, as well as investment risks,
creation and redemption procedures, NAV calculation, availability of
values and other information regarding the Funds' portfolio
holdings, and fees, among other things, is included in the
Registration Statements (defined below) and Amendments No. 2 and No.
3, as applicable. See infra note 11, and supra notes 7 and 8,
respectively.
---------------------------------------------------------------------------

The Exchange proposes to list and trade the Shares under NYSE Arca
Equities Rule 8.200, Commentary .02, which governs the listing and
trading of Trust Issued Receipts.\10\ Each Fund is a series of the USCF
Funds Trust (``Trust''), a Delaware statutory trust.\11\ The Trust and
the Funds are managed and controlled by United States Commodity Funds
LLC (``USCF''). USCF is registered as a commodity pool operator with
the Commodity Futures Trading Commission and is a member of the
National Futures Association. Brown Brothers Harriman & Co. is the
custodian, registrar, transfer agent, and administrator for the Funds.
ALPS Fund Services, Inc. is the marketing agent for the Funds.
---------------------------------------------------------------------------

\10\ Commentary .02 to NYSE Arca Equities Rule 8.200 applies to
Trust Issued Receipts that invest in ``Financial Instruments.'' The
term ``Financial Instruments,'' as defined in Commentary .02(b)(4)
to NYSE Arca Equities Rule 8.200, means any combination of
investments, including cash; securities; options on securities and
indices; futures contracts; options on futures contracts; forward
contracts; equity caps, collars, and floors; and swap agreements.
\11\ The Trust is registered under the Securities Act of 1933.
The Trust filed with the Commission a registration statement on Form
S-1 under the Securities Act of 1933 (15 U.S.C. 77a) relating to the
United States 3x Oil Fund (File No. 333-214825) and the United
States 3x Short Oil Fund (File No. 333-214881) (each a
``Registration Statement'' and, collectively, ``Registration
Statements'') on November 29, 2016 and December 2, 2016,
respectively.
---------------------------------------------------------------------------

Overview of the Funds

The investment objective of the Oil Fund will be for the daily
changes in percentage terms of its Shares' per share NAV to reflect
three times (3x) the daily change in percentage terms of the price

[[Page 18059]]

of a specified short-term futures contract on light, sweet crude oil
(``Benchmark Oil Futures Contract''), less the Fund's expenses. The
Benchmark Oil Futures Contract is the futures contract on light, sweet
crude oil as traded on the New York Mercantile Exchange (``NYMEX''),
which is part of the CME, traded under the trading symbol ``CL'' (for
WTI Crude Oil futures), that is the near month contract to expire,
except when the near month contract is within two weeks of expiration,
in which case it will be measured by the futures contract that is the
next month contract to expire.\12\
---------------------------------------------------------------------------

\12\ See Amendment No. 3, supra note 8. The Exchange represents
that CME is a member of the Intermarket Surveillance Group
(``ISG''). See Amendment No. 2, supra note 7, at 5 n.7.
---------------------------------------------------------------------------

The investment objective of the Short Oil Fund will be for the
daily changes in percentage terms of its shares' per share NAV to
reflect three times the inverse (-3x) of the daily change in percentage
terms of the price of the Benchmark Oil Futures Contract, less the
Fund's expenses.
To achieve these objectives, USCF will endeavor to have the
notional value of a Fund's aggregate exposure (in the case of the Oil
Fund) or aggregate short exposure (in the case of the Short Oil Fund)
to the Benchmark Oil Futures Contract at the close of each trading day
approximately equal to 300% of the Fund's NAV. The Funds will not seek
to achieve correlation to the Benchmark Oil Futures Contract over a
period of time greater than one day.\13\
---------------------------------------------------------------------------

\13\ The pursuit of daily leveraged investment goals means that
the return of a Fund for a period longer than a full trading day may
have no resemblance to 300% (in the case of the Oil Fund) or -300%
(in the case of the Short Oil Fund) of the return of the Benchmark
Oil Futures Contract for a period of longer than a full trading day
because the aggregate return of the Fund is the product of the
series of each trading day's daily returns. See Amendment No. 2,
supra note 7, at 5 n.6, 9 n.10.
---------------------------------------------------------------------------

Investments of the Funds

Each Fund will seek to achieve its investment objective by
investing primarily in futures contracts for light, sweet crude oil
that are traded on the NYMEX, ICE Futures U.S., or other U.S. and
foreign exchanges (collectively, ``Oil Futures Contracts''). The Funds
will, to a lesser extent and in view of regulatory requirements and/or
market conditions:

(1) Next invest in (a) cleared swaps based on the Benchmark
Futures Contract, (b) non-exchange traded (``over-the-counter'' or
``OTC''), negotiated swap contracts that are based on the Benchmark
Futures Contract, and (c) forward contracts for oil;
(2) followed by investments in futures contracts for other types
of crude oil, diesel-heating oil, gasoline, natural gas, and other
petroleum-based fuels, each of which that are traded on the NYMEX,
ICE Futures U.S., or other U.S. and foreign exchanges, as well as
cleared swaps and OTC swap contracts valued based on the foregoing;
and
(3) finally, invest in exchange-traded cash settled options on
Oil Futures Contracts.

All such other investments are referred to as ``Other Oil-Related
Investments'' (Other Oil-Related Investments, together with Oil Futures
Contracts, are referred to collectively as ``Oil Interests''). The
Exchange states that regulatory requirements, such as accountability
levels or position limits, and market conditions could cause a Fund to
invest in Other Oil-Related Investments.\14\
---------------------------------------------------------------------------

\14\ See id. at 6-7, 10. The Funds have not limited the size of
their offerings and are committed to utilizing substantially all of
their proceeds to purchase Oil Interests. If a Fund encounters
accountability levels, position limits, or price fluctuation limits
for Oil Futures Contracts on the NYMEX or ICE Futures U.S., it may
then, if permitted under applicable regulatory requirements,
purchase Oil Futures Contracts on other exchanges that trade listed
crude oil futures or invest in Other Oil-Related Investments to meet
its investment objective. See id. at 8, 11.
---------------------------------------------------------------------------

To satisfy their margin, collateral, and other requirements, the
Funds may hold short-term obligations of the United States of two years
or less (``Treasuries''), cash, and cash equivalents.\15\ The Exchange
states that approximately 15% to 90% of each Fund's assets will be
committed as margin for commodity futures contracts,\16\ but that from
time to time the percentage of assets committed as margin may be
substantially more, or less, than such range. The Funds may hold shares
of money market funds and Treasuries with a maturity date of two years
or less as investments, rather than just as margin or collateral.
---------------------------------------------------------------------------

\15\ The Exchange states that cash equivalents are short-term
instruments with maturities of less than three months and shall
include the following: (i) Certificates of deposit issued against
funds deposited in a bank or savings and loan association; (ii)
bankers' acceptances, which are short-term credit instruments used
to finance commercial transactions; (iii) repurchase agreements and
reverse repurchase agreements; (iv) 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; (v)
commercial paper, which are short-term unsecured promissory notes;
and (vi) money market funds. See id. at 7 n.9.
\16\ See id. Ongoing margin and collateral payments will
generally be required for both exchange-traded and OTC contracts
based on changes in the value of the Oil Interests.
---------------------------------------------------------------------------

For a Fund to maintain a consistent 300% (in the case of the Oil
Fund) or -300% (in the case of the Short Oil Fund) return versus the
Benchmark Oil Futures Contract, the Fund's holdings must be rebalanced
on a daily basis by buying additional Oil Interests or by selling Oil
Interests that the Fund holds. Such rebalancing generally will occur
before or at the close of trading of the Shares on the Exchange, at or
as near as possible to that day's settlement price, and will be
disclosed on the Fund's Web site as pending trades before the opening
of trading on the Exchange the next business day and will be taken into
account in the Fund's IFV and reflected in the Fund's end of day NAV on
that business day.\17\
---------------------------------------------------------------------------

\17\ See id. at 6, 9.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

After careful review, the Commission finds that the Exchange's
proposal to list and trade the Shares is consistent with the Exchange
Act and the rules and regulations thereunder applicable to a national
securities exchange.\18\ In particular, the Commission finds that the
proposed rule change, as modified by Amendments No. 2 and No. 3
thereto, is consistent with Section 6(b)(5) of the Exchange Act,\19\
which requires, among other things, that the Exchange's rules be
designed 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.
---------------------------------------------------------------------------

\18\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\19\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

The Commission finds that the proposal to list and trade the Shares
on the Exchange is consistent with Section 11A(a)(1)(C)(iii) of the
Exchange Act,\20\ which sets forth Congress' finding that it is in the
public interest and appropriate for the protection of investors and the
maintenance of fair and orderly markets to assure the availability to
brokers, dealers and investors of information with respect to
quotations for and transactions in securities. According to the
Exchange, quotation and last-sale information regarding the Shares will
be disseminated through the facilities of the Consolidated Tape
Association. The intraday, closing prices, and settlement prices of the
Oil Futures Contracts will be readily available from the applicable
futures exchange Web sites, automated quotation systems, published or
other public sources, or major market data vendors. Complete real-time
data for the Oil Futures Contracts is available by subscription through
on-line information services. ICE Futures U.S. and NYMEX also provide
delayed futures information on current and past trading sessions and
market news free of

[[Page 18060]]

charge on their respective Web sites. The specific contract
specifications for Futures Contracts are also available on the Web
sites of those futures exchanges, as well as other financial
informational sources. Information regarding exchange-traded cash-
settled options and cleared swap contracts will be available from the
applicable exchanges and major market data vendors. Information
regarding exchange-traded cash-settled options and cleared swap
contracts will be available from the applicable exchanges and major
market data vendors.
---------------------------------------------------------------------------

\20\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

The Funds' Web site, www.uscfinvestments.com, will display the
applicable end of day closing NAV. The daily holdings of each Fund will
be available on the Fund's Web site before 9:30 a.m. Eastern Time
(``E.T.'') each day. The Web site disclosure of portfolio holdings will
be made daily and will include the following (as applicable): (1) The
composite value of the total portfolio, (2) the quantity and type of
each holding (including the ticker symbol, maturity date or other
identifier, if any) and other descriptive information including, in the
case of a swap, the type of swap, its notional value and the underlying
instrument, index or asset on which the swap is based and, in the case
of an option, its strike price, (3) the value of each Oil Interest (in
U.S. dollars), (4) the type (including maturity, ticker symbol, or
other identifier) and value of each Treasury security and cash
equivalent, and (5) the amount of cash held in each Fund's
portfolio.\21\
---------------------------------------------------------------------------

\21\ See Amendment No. 2, supra note 7, at 15.
---------------------------------------------------------------------------

The trading price of the Benchmark Oil Futures Contract will be
disseminated by one or more major market data vendors every 15 seconds
during NYSE Arca's Core Trading Session (9:30 a.m. to 4:00 p.m. E.T.).
An IFV will be disseminated for each Fund on a per Share basis every 15
seconds during the Exchange's Core Trading Session.\22\ The
administrator for the Funds will calculate the NAV of each Fund once
each NYSE trading day. On a normal trading day, the NAV of each Fund's
Shares will be released after 4:00 p.m. E.T. The NAV will be
disseminated daily to all market participants at the same time.
---------------------------------------------------------------------------

\22\ Each IFV will be calculated by using the prior day's
closing NAV per Share as a base and updating that value throughout
the trading day to reflect changes in the most recently reported
trade price for the active light, sweet Oil Futures Contract on the
NYMEX. See id. at 12.
---------------------------------------------------------------------------

The Commission believes that the proposal to list and trade the
Shares is reasonably designed to promote fair disclosure of information
that may be necessary to price the Shares appropriately and to prevent
trading when a reasonable degree of transparency cannot be assured. If
the Exchange becomes aware that the NAV with respect to the Shares is
not disseminated to all market participants at the same time, it will
halt trading in the Shares until such time as the NAV is available to
all market participants. Further, the Exchange may halt trading during
the day in which an interruption to the dissemination of the IFV or the
value of the Benchmark Oil Futures Contract occurs. If the interruption
to the dissemination of the IFV or the value of the Benchmark Oil
Futures Contract persists past the trading day in which it occurred,
the Exchange will halt trading no later than the beginning of the
trading day following the interruption. Trading in Shares will also be
halted if the circuit breaker parameters in NYSE Arca Equities Rule
7.12 have been reached. Moreover, trading may be halted because of
market conditions or for reasons that, in the view of the Exchange,
make trading in the Shares inadvisable. The Exchange states that it has
a general policy prohibiting the distribution of material, non-public
information by its employees.\23\ Moreover, trading of the Shares will
be subject to NYSE Arca Equities Rule 8.200, Commentary .02(e), which
sets forth certain requirements to facilitate surveillance of Equity
Trading Permit (``ETP'') Holders acting as registered Market Makers in
Trust Issued Receipts.
---------------------------------------------------------------------------

\23\ See Amendment No. 2, supra note 7, at 18.
---------------------------------------------------------------------------

The Commission notes that the Exchange or the Financial Industry
Regulatory Authority (``FINRA''), on behalf of the Exchange, or both,
will communicate as needed regarding trading in the Shares and certain
Oil Futures Contracts with other markets and other entities that are
members of the ISG, and the Exchange or FINRA, on behalf of the
Exchange, or both, may obtain trading information regarding trading in
the Shares and certain Oil Futures Contracts from such markets and
other entities. In addition, the Exchange may obtain information
regarding trading in the Shares and certain Oil Futures Contracts from
markets and other entities that are members of ISG or with which the
Exchange has in place a comprehensive surveillance sharing agreement
(``CSSA'').\24\
---------------------------------------------------------------------------

\24\ For a list of the current members of ISG, see
www.isgportal.org.
---------------------------------------------------------------------------

The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. In support of this
proposal, the Exchange represented that:
(1) The Shares will conform to the initial and continued listing
criteria under NYSE Arca Equities Rule 8.200.
(2) The Exchange has appropriate rules to facilitate transactions
in the Shares during all trading sessions.
(3) Trading in the Shares will be subject to the existing trading
surveillances administered by the Exchange, as well as cross-market
surveillances administered by FINRA on behalf of the Exchange, which
are designed to detect violations of Exchange rules and applicable
federal securities laws.
(4) Prior to the commencement of trading, the Exchange will inform
its ETP Holders in an Information Bulletin of the special
characteristics and risks associated with trading the Shares.
Specifically, the Information Bulletin will discuss the following: (a)
The risks involved in trading the Shares during the Opening and Late
Trading Sessions when an updated IFV will not be calculated or publicly
disseminated; (b) the procedures for purchases and redemptions of
Shares in Creation Baskets and Redemption Baskets (and that Shares are
not individually redeemable); (c) NYSE Arca Equities Rule 9.2(a), which
imposes a duty of due diligence on its ETP Holders to learn the
essential facts relating to every customer prior to trading the Shares;
(d) how information regarding the IFV is disseminated; (e) how
information regarding portfolio holdings is disseminated; (f) the
requirement that ETP Holders deliver a prospectus to investors
purchasing newly issued Shares prior to or concurrently with the
confirmation of a transaction; and (g) trading information.
(5) For initial and continued listing, the Funds will be in
compliance with Rule 10A-3 under the Act,\25\ as provided by NYSE Arca
Equities Rule 5.3.
---------------------------------------------------------------------------

\25\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

(6) The daily holdings of each Fund will be available on the Funds'
Web site before 9:30 a.m. E.T. each day, and the daily Web site
disclosure of each Fund's portfolio holdings will include the following
(as applicable): (a) The composite value of the total portfolio, (b)
the quantity and type of each holding (including the ticker symbol,
maturity date or other identifier, if any) and other descriptive
information including, in the case of a swap, the type of swap, its
notional value and the underlying instrument, index or asset on which
the swap is based and, in the

[[Page 18061]]

case of an option, its strike price, (c) the value of each Oil Interest
(in U.S. dollars), (d) the type (including maturity, ticker symbol, or
other identifier) and value of each Treasury security and cash
equivalent; and (e) the amount of cash held in each Fund's portfolio.
(7) Not more than 10% of the net assets of a Fund in the aggregate
invested in futures contracts shall consist of futures contracts whose
principal market is not a member of the ISG or is a market with which
the Exchange does not have a CSSA.
(8) Web site disclosure of each Fund's daily holdings will occur at
the same time as the disclosure by the Trust of the daily holdings to
Authorized Participants so that all market participants are provided
daily holdings information at the same time.\26\
---------------------------------------------------------------------------

\26\ See Amendment No. 3, supra note 8.
---------------------------------------------------------------------------

(9) A minimum of 100,000 Shares of each Fund will be outstanding at
the commencement of trading on the Exchange.
(10) All statements and representations made in the filing
regarding (a) the description of the portfolios of the Funds, (b)
limitations on portfolio holdings or reference assets, or (c)
applicability of Exchange listing rules specified in this filing shall
constitute continued listing requirements for listing the Shares on the
Exchange.
(11) The issuer has represented to the Exchange that it will advise
the Exchange of any failure by a Fund to comply with the continued
listing requirements.
(12) Pursuant to its obligations under Section 19(g)(1) of the Act,
the Exchange will monitor for compliance with the continued listing
requirements.\27\
---------------------------------------------------------------------------

\27\ The Commission notes that certain other proposals for the
listing and trading of exchange traded products include a
representation that the listing exchange will ``surveil'' for
compliance with the continued listing requirements. See, e.g.,
Securities Exchange Act Release No. 77499 (April 1, 2016), 81 FR
20428 (April 7, 2016) (SR-BATS-2016-04). In the context of this
representation, it is the Commission's view that ``monitor'' and
``surveil'' both mean ongoing oversight of the Fund's compliance
with the continued listing requirements. Therefore, the Commission
does not view ``monitor'' as a more or less stringent obligation
than ``surveil'' with respect to the continued listing requirements.
---------------------------------------------------------------------------

(13) If a Fund is not in compliance with the applicable listing
requirements, the Exchange will commence delisting procedures under
NYSE Arca Equities Rule 5.5(m).
This approval order is based on all of the Exchange's statements
and representations, including those set forth above and in Amendments
No. 2 and No. 3.
For the foregoing reasons, the Commission finds that the proposed
rule change, as modified by Amendments No. 2 and No. 3 thereto, is
consistent with Section 6(b)(5) of the Act \28\ and the rules and
regulations thereunder applicable to a national securities exchange.
---------------------------------------------------------------------------

\28\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

IV. Conclusion

It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\29\ that the proposed rule change (SR-NYSEArca-2016-173),
as modified by Amendments No. 2 and No. 3 thereto, be, and it hereby
is, approved.
---------------------------------------------------------------------------

\29\ 15 U.S.C. 78s(b)(2).

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

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

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-07598 Filed 4-13-17; 8:45 am]
BILLING CODE 8011-01-P

Federal Register / Vol. 82, No. 71 / Friday, April 14, 2017 / Notices 18061

case of an option, its strike price, (c) the For the foregoing reasons, the as modified by Amendment No. 1, from
value of each Oil Interest (in U.S. Commission finds that the proposed interested persons.
dollars), (d) the type (including rule change, as modified by
I. Self-Regulatory Organization’s
maturity, ticker symbol, or other Amendments No. 2 and No. 3 thereto,
Statement of the Terms of Substance of
identifier) and value of each Treasury is consistent with Section 6(b)(5) of the
the Proposed Rule Change
security and cash equivalent; and (e) the Act 28 and the rules and regulations
amount of cash held in each Fund’s thereunder applicable to a national The Exchange proposes to amend the
portfolio. securities exchange. certificate of incorporation and bylaws
(7) Not more than 10% of the net of its ultimate parent company,
assets of a Fund in the aggregate IV. Conclusion Intercontinental Exchange, Inc. (‘‘ICE’’),
invested in futures contracts shall It is therefore ordered, pursuant to to (1) update and streamline references
consist of futures contracts whose Section 19(b)(2) of the Exchange Act,29 to ICE subsidiaries that either are or
principal market is not a member of the that the proposed rule change (SR– control national securities exchanges
ISG or is a market with which the NYSEArca–2016–173), as modified by and delete references to other
Exchange does not have a CSSA. Amendments No. 2 and No. 3 thereto, subsidiaries of ICE; (2) eliminate an
(8) Web site disclosure of each Fund’s obsolete cross-reference in ICE’s
be, and it hereby is, approved.
daily holdings will occur at the same certificate of incorporation to its bylaws
time as the disclosure by the Trust of For the Commission, by the Division of and make a technical correction to a
the daily holdings to Authorized Trading and Markets, pursuant to delegated
authority.30
cross-reference within the bylaws; (3)
Participants so that all market make certain simplifying or clarifying
participants are provided daily holdings Eduardo A. Aleman,
changes in ICE’s bylaws relating to the
information at the same time.26 Assistant Secretary. location of stockholder meetings,
(9) A minimum of 100,000 Shares of [FR Doc. 2017–07598 Filed 4–13–17; 8:45 am] quorum requirements, and requirements
each Fund will be outstanding at the BILLING CODE 8011–01–P applicable to persons entitled to
commencement of trading on the nominate directors or make proposals at
Exchange. a meeting of ICE’s stockholders; and (4)
(10) All statements and SECURITIES AND EXCHANGE replace obsolete references in the
representations made in the filing COMMISSION bylaws to the Vice Chair with references
regarding (a) the description of the to the lead independent director. The
portfolios of the Funds, (b) limitations [Release No. 34–80417; File No. SR– proposed rule change is available on the
on portfolio holdings or reference assets, NYSENAT–2017–01] Exchange’s Web site at www.nyse.com,
or (c) applicability of Exchange listing at the principal office of the Exchange,
rules specified in this filing shall Self-Regulatory Organizations; NYSE and at the Commission’s Public
constitute continued listing National, Inc.; Notice of Filing of Reference Room.
requirements for listing the Shares on Proposed Rule Change, as Modified by
the Exchange. Amendment No. 1 Thereto, Amending II. Self-Regulatory Organization’s
(11) The issuer has represented to the the Certificate of Incorporation and Statement of the Purpose of, and
Exchange that it will advise the Bylaws of Its Ultimate Parent Statutory Basis for, the Proposed Rule
Exchange of any failure by a Fund to Company, Intercontinental Exchange, Change
comply with the continued listing Inc. In its filing with the Commission, the
requirements. self-regulatory organization included
(12) Pursuant to its obligations under April 10, 2017.
statements concerning the purpose of,
Section 19(g)(1) of the Act, the Exchange Pursuant to Section 19(b)(1) 1 of the and basis for, the proposed rule change
will monitor for compliance with the Securities Exchange Act of 1934 (the and discussed any comments it received
continued listing requirements.27 ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
(13) If a Fund is not in compliance on the proposed rule change. The text
notice is hereby given that, on March of those statements may be examined at
with the applicable listing requirements, 28, 2017, NYSE National, Inc. (the
the Exchange will commence delisting the places specified in Item IV below.
‘‘Exchange’’ or ‘‘NYSE National’’) filed The Exchange has prepared summaries,
procedures under NYSE Arca Equities with the Securities and Exchange
Rule 5.5(m). set forth in sections A, B, and C below,
Commission (the ‘‘Commission’’) the of the most significant parts of such
This approval order is based on all of proposed rule change as described in
the Exchange’s statements and statements.
Items I, II, and III below, which Items
representations, including those set have been prepared by the self- A. Self-Regulatory Organization’s
forth above and in Amendments No. 2 regulatory organization. On April 6, Statement of the Purpose of, and the
and No. 3. 2017, the Exchange filed Amendment Statutory Basis for, the Proposed Rule
No. 1 to the proposal.4 The Commission Change
26 See Amendment No. 3, supra note 8.
27 The
is publishing this notice to solicit 1. Purpose
Commission notes that certain other
proposals for the listing and trading of exchange comments on the proposed rule change,
traded products include a representation that the
The Exchange proposes to amend
listing exchange will ‘‘surveil’’ for compliance with 28 15 U.S.C. 78f(b)(5).
ICE’s Third Amended and Restated
the continued listing requirements. See, e.g., 29 15 U.S.C. 78s(b)(2). Certificate of Incorporation (the ‘‘ICE
Securities Exchange Act Release No. 77499 (April Certificate’’) and Seventh Amended and
sradovich on DSK3GMQ082PROD with NOTICES

30 17 CFR 200.30–3(a)(12).
1, 2016), 81 FR 20428 (April 7, 2016) (SR–BATS–
2016–04). In the context of this representation, it is
1 15 U.S.C. 78s(b)(1). Restated Bylaws (the ‘‘ICE Bylaws’’) to
the Commission’s view that ‘‘monitor’’ and
2 15 U.S.C. 78a. (1) update and streamline references to
‘‘surveil’’ both mean ongoing oversight of the 3 17 CFR 240.19b–4.
ICE subsidiaries that either are or
Fund’s compliance with the continued listing 4 Amendment No. 1 clarifies that ICE is a public
control national securities exchanges
requirements. Therefore, the Commission does not company listed on the NYSE and that the word
view ‘‘monitor’’ as a more or less stringent ‘‘indirect’’ is proposed to be deleted from clause
and delete references to other
obligation than ‘‘surveil’’ with respect to the (iii)(y) of the first sentence of Section 2.13(b) of subsidiaries of ICE; (2) eliminate an
continued listing requirements. ICE’s bylaws. obsolete cross-reference in the ICE

VerDate Sep<11>2014 16:21 Apr 13, 2017 Jkt 241001 PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 E:\FR\FM\14APN1.SGM 14APN1

Document Created: 2017-04-14 00:56:15
Document Modified: 2017-04-14 00:56:15

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		82 FR 18058