82_FR_3373 82 FR 3366 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to the Listing and Trading of the Shares of the United States 3x Oil Fund and United States −3x Short Oil Fund Under NYSE Arca Equities Rule 8.200

82 FR 3366 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to the Listing and Trading of the Shares of the United States 3x Oil Fund and United States −3x Short Oil Fund Under NYSE Arca Equities Rule 8.200

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 7 (January 11, 2017)

Page Range3366-3372
FR Document2017-00366

Federal Register, Volume 82 Issue 7 (Wednesday, January 11, 2017)
[Federal Register Volume 82, Number 7 (Wednesday, January 11, 2017)]
[Notices]
[Pages 3366-3372]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-00366]



[[Page 3366]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79742; File No. SR-NYSEArca-2016-173]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating to the Listing and Trading of the 
Shares of the United States 3x Oil Fund and United States -3x Short Oil 
Fund Under NYSE Arca Equities Rule 8.200

January 5, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on December 23, 2016, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade the shares of the following 
under NYSE Arca Equities Rule 8.200, Commentary .02 (``Trust Issued 
Receipts''): United States 3x Oil Fund and United States -3x Short Oil 
Fund. The proposed rule change is available on the Exchange's Web site 
at www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
following under NYSE Arca Equities Rule 8.200, Commentary .02, which 
governs the listing and trading of Trust Issued Receipts: United States 
3x Oil Fund and United States -3x Short Oil Fund (each a ``Fund'' and, 
collectively, the ``Funds'').\4\
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    \4\ 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.
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    Each Fund is a series of the USCF Funds Trust (the ``Trust''), a 
Delaware statutory trust.\5\ The Trust and the Funds are managed and 
controlled by United States Commodity Funds LLC (``USCF''). USCF is 
registered as a commodity pool operator (``CPO'') with the Commodity 
Futures Trading Commission (``CFTC'') and is a member of the National 
Futures Association (``NFA'').\6\
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    \5\ 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) (``Securities 
Act'') 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. The description of the operation of the Trust 
and the Funds herein is based, in part, on the Registration 
Statements.
    \6\ The Commission has previously approved listing of Trust 
Issued Receipts based on oil on the American Stock Exchange (now 
known as NYSE MKT LLC) and NYSE Arca. See, e.g., Securities Exchange 
Act Release Nos. 53582 (March 31, 2006), 71 FR 17510 (April 6, 2006) 
(SR-Amex-2005-127) (order approving listing and trading of shares of 
United States Oil Fund, LP); 57188 (January 23, 2008), 73 FR 5607 
(January 30, 2008) (SR-Amex-2007-70) (order approving listing and 
trading of shares of United States Heating Oil Fund, LP and United 
States Gasoline Fund, LP); 61881 (April 9, 2010), 75 FR 20028 (April 
16, 2010) (SR-NYSEArca-2010-14) (order approving listing and trading 
of shares of United States Brent Oil Fund, LP); and 62527 (July 19, 
2010), 75 FR 43606 (July 26, 2010) (order approving listing and 
trading of shares of United States Commodity Index Fund).
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    In its capacity as the Custodian for the Funds, Brown Brothers 
Harriman & Co. (the ``Custodian'') may hold the Funds' Treasuries, cash 
and/or cash equivalents pursuant to a custodial agreement. Brown 
Brothers Harriman & Co. is also the registrar and transfer agent for 
the shares. In addition, in its capacity as Administrator for the 
Funds, Brown Brothers Harriman & Co. (the ``Administrator'') performs 
certain administrative and accounting services for the Funds and 
prepares certain Commission, NFA and CFTC reports on behalf of the 
Funds. ALPS Fund Services, Inc. is the ``Marketing Agent'' for the 
Funds.
United States 3x Oil Fund
    According to the Registration Statement, the investment objective 
of the Fund will be for the daily changes in percentage terms of its 
Shares' per Share net asset value (``NAV'') to reflect three times (3x) 
the daily change in percentage terms of the price of a specified short-
term futures contract on light, sweet crude oil (the ``Benchmark Oil 
Futures Contract'') less the Fund's expenses. To achieve this 
objective, USCF will endeavor to have the notional value of the Fund's 
aggregate exposure to the Benchmark Oil Futures Contract at the close 
of each trading day approximately equal to 300% of the Fund's NAV. The 
Fund will seek a return that is 300% of the return of the Benchmark Oil 
Futures Contract for a single day and does not seek to achieve its 
stated investment objective over a period of time greater than one 
day.\7\
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    \7\ According to the Registration Statement, the pursuit of 
daily leveraged investment goals means that the return of the Fund 
for a period longer than a full trading day may have no resemblance 
to 300% 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.
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    The Benchmark Oil Futures Contract is the futures contract on 
light, sweet crude oil as traded on the New York Mercantile Exchange 
(the ``NYMEX'', which is part of the CME Group, Inc. (``CME'')) 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.
    The Fund will seek to achieve its investment objective by primarily 
investing 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 Fund will, to a lesser extent and in view of regulatory 
requirements and/or market conditions:
    (i) Next invest in (a) cleared swap transactions based on the 
Benchmark Futures Contract, (b) non-exchange traded (``over-the-
counter'' or ``OTC''), negotiated swap contracts that are valued based 
on the Benchmark Futures Contract, and (c) forward contracts for oil;

[[Page 3367]]

    (ii) 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 are traded on the NYMEX, ICE 
Futures U.S. or other U.S. and foreign exchanges as well as cleared 
swap transactions and OTC swap contracts valued based on the foregoing; 
and
    (iii) finally, invest in exchange-traded cash settled options on 
Oil Futures Contracts.
    All such other investments are referred to as ``Other Oil-Related 
Investments'' and, together with Oil Futures Contracts, are ``Oil 
Interests.''
    For the Fund to maintain a consistent 300% return versus the 
Benchmark Oil Futures Contract, the Fund's holdings must be rebalanced 
on a daily basis by buying additional Oil Interests or selling Oil 
Interests that it holds.
    The Fund anticipates that, to the extent it invests in Oil Futures 
Contracts other than the Benchmark Oil Futures Contract or Other Oil-
Related Investments, it will enter into various non-exchange-traded 
derivative contracts, including swaps and/or forward contracts, to 
hedge the short-term price movements of such Oil Futures Contracts (to 
the extent necessary) and Other Oil-Related Investments against the 
current Benchmark Oil Futures Contract. For example, if the Fund 
invested in diesel-heating oil futures contracts, it may also enter 
into a swap or forward contract that is valued based on the difference 
between the diesel-heating oil futures contract and the Benchmark Oil 
Futures Contract.
    USCF currently anticipates that regulatory requirements such as 
accountability levels or position limits, and market conditions 
including those allowing the Fund to obtain greater liquidity or to 
execute transactions with more favorable pricing, could cause the Fund 
to invest in Other Oil-Related Investments.
    The Fund will support its investments by holding the amounts of its 
margin, collateral and other requirements relating to these obligations 
in short-term obligations of the United States of two years or less 
(``Treasuries''), cash, and cash equivalents. The Fund may invest in 
money market funds, as well as Treasuries with a maturity date of two 
years or less, as an investment for assets not used for margin or 
collateral in the Oil Interests. The majority of the Fund's assets will 
be held in Treasuries, cash and/or cash equivalents with the Custodian.
    The Fund will seek to invest in a combination of Oil Interests such 
that the daily changes in its NAV, measured in percentage terms, less 
the Fund's expenses, will track three times (3x) the daily changes in 
the price of the Benchmark Oil Futures Contract, also measured in 
percentage terms. As a specific benchmark, USCF will endeavor to place 
the Fund's trades in Oil Interests and otherwise manage the Fund's 
investments so that the difference between ``A'' and ``B'' will be 
plus/minus 0.30 percent (0.30%) of ``B'', where:
     A is the average daily percentage change in the Fund's per 
Share NAV for any period of thirty (30) successive valuation days, 
i.e., any New York Stock Exchange (``NYSE'') trading day as of which 
the Fund calculates its per Share NAV, less the Fund's expenses; and
     B is three times the average daily percentage change in 
the price of the Benchmark Oil Futures Contract over the same period.
    According to the Registration Statement, the design of the Fund's 
Benchmark Oil Futures Contract is such that every month it begins by 
using the near month contract to expire until the near month contract 
is within two weeks of expiration, when, over a four day period, it 
transitions to the next month contract to expire as its benchmark 
contract and keeps that contract as its benchmark until it becomes the 
near month contract and close to expiration. In the event of a crude 
oil futures market where near month contracts trade at a higher price 
than next month to expire contracts (``backwardation''), then, absent 
the impact of the overall movement in crude oil prices, the value of 
the benchmark contract would tend to rise as it approaches expiration. 
Conversely, in the event of a crude oil futures market where near month 
contracts trade at a lower price than next month contracts 
(``contango''), then, absent the impact of the overall movement in 
crude oil prices, the value of the benchmark contract would tend to 
decline as it approaches expiration.
    According to the Registration Statement, USCF believes that market 
arbitrage opportunities will cause daily changes in the Fund's Share 
price on the Exchange on a percentage basis, to closely track the daily 
changes in the Fund's per Share NAV on a percentage basis.
    According to the Registration Statement, the Fund has not limited 
the size of its offering and is committed to utilizing substantially 
all of its proceeds to purchase Oil Futures Contracts and Other Oil-
Related Investments. If the 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.
    The Fund will invest in Oil Interests to the fullest extent 
possible without being unable to satisfy its current or potential 
margin or collateral obligations with respect to its investments in Oil 
Interests. In pursuing this objective, the primary focus of USCF will 
be the investment in futures contracts and the management of the Fund's 
investments in Treasuries, cash and/or cash equivalents for margining 
purposes and as collateral.
    On each day during the four-day period, USCF anticipates it will 
``roll'' the Fund's positions in Oil Interests by closing, or selling, 
a percentage of the Fund's positions in Oil Interests and reinvesting 
the proceeds from closing those positions in new Oil Interests that 
reflect the change in the Benchmark Oil Futures Contract.
    Approximately 15% to 90% of the Fund's assets will be committed as 
margin for commodity futures contracts. However, from time to time, the 
percentage of assets committed as margin may be substantially more, or 
less, than such range. 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.
United States 3x Short Oil Fund
    According to the Fund's Registration Statement, the investment 
objective of the Fund will be for the daily changes in percentage terms 
of its shares' per share net asset value (``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 this objective, USCF will endeavor to have the notional 
value of the Fund's aggregate short exposure to the Benchmark Oil 
Futures Contract at the close of each trading day approximately equal 
to the 300% of the Fund's NAV. The Fund will seek a return that is -
300% of the return of the Benchmark Oil Futures Contract for a single 
day and does not seek to achieve its stated investment objective over a 
period of time greater than one day.\8\
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    \8\ According to the Registration Statement, the pursuit of 
daily leveraged investment goals means that the return of the Fund 
for a period longer than a full trading day may have no resemblance 
to -300% 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.

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[[Page 3368]]

    The Fund will seek to achieve its investment objective by primarily 
investing 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 Fund will, to a lesser extent and in view of regulatory 
requirements and/or market conditions:
    (i) Next invest in (a) cleared swap transactions based on the 
Benchmark Futures Contract, (b) OTC negotiated swap contracts that are 
valued based on the Benchmark Futures Contract, and (c) forward 
contracts for oil;
    (ii) 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 and as well cleared 
swap transactions and OTC swap contracts valued based on the foregoing; 
and
    (iii) finally, invest in exchange-traded cash settled options on 
Oil Futures Contracts.
    For the Fund to maintain a consistent -300% return versus the 
Benchmark Oil Futures Contract, the Fund's holdings must be rebalanced 
on a daily basis by buying additional Oil Interests or selling Oil 
Interests that it holds.
    The Fund anticipates that to the extent it invests in Oil Futures 
Contracts other than and the Benchmark Oil Futures Contract or Other 
Oil-Related Investments, it will enter into various non-exchange-traded 
derivative contracts, including swaps and/or forward contracts, to 
hedge the short-term price movements of such Oil Futures Contracts (to 
the extent necessary) and Other Oil-Related Investments against the 
current Benchmark Oil Futures Contract. For example, if the Fund 
invested in diesel-heating oil futures contracts, it may also enter 
into a swap or forward contract that is valued based on the difference 
between the diesel-heating oil futures contract and the Benchmark Oil 
Futures Contract.
    USCF currently anticipates that regulatory requirements such as 
accountability levels or position limits, and market conditions 
including those allowing the Fund to obtain greater liquidity or to 
execute transactions with more favorable pricing, could cause the Fund 
to invest in Other Oil-Related Investments.
    The Fund will support its investments by holding the amounts of its 
margin, collateral and other requirements relating to these obligations 
in Treasuries, cash, and cash equivalents. The Fund may invest in money 
market funds, as well as Treasuries with a maturity date of two years 
or less, as an investment for assets not used for margin or collateral 
in the Oil Interests. The majority of the Fund's assets will be held in 
Treasuries, cash and/or cash equivalents with the Custodian.
    The Fund will seek to invest in a combination of Oil Interests such 
that the daily changes in its NAV, measured in percentage terms, less 
the Fund's expenses, will track three times the inverse (-3x) of the 
daily changes in the price of the Benchmark Oil Futures Contract, also 
measured in percentage terms. As a specific benchmark, USCF will 
endeavor to place the Fund's trades in Oil Interests and otherwise 
manage the Fund's investments so that the difference between ``A'' and 
``B'' will be plus/minus 0.30 percent (0.30%) of ``B'', where:
     A is the average daily percentage change in the Fund's per 
Share NAV for any period of thirty (30) successive valuation days, 
i.e., any NYSE trading day as of which the Fund calculates its per 
Share NAV, less the Fund's expenses; and
     B is three times the inverse of the average daily 
percentage change in the price of the Benchmark Oil Futures Contract 
over the same period.
    The design of the Fund's Benchmark Oil Futures Contract is such 
that every month it begins by using the near month contract to expire 
until the near month contract is within two months of expiration, when, 
over a four-day period, it transitions to the next month contract to 
expire as its benchmark contract and keeps that contract as its 
benchmark until it becomes the near month contract and close to 
expiration. In the event of a crude oil futures market where the near 
month contracts trade at a higher price than next month to expire 
contracts (``backwardation''), then, absent the impact of the overall 
movement in crude oil prices, the value of the benchmark contract would 
tend to rise as it approaches expiration. Conversely, in the event of a 
crude oil futures market where near month contracts trade at a lower 
price than next month contracts (``contango''), then, absent the impact 
of the overall movement in crude oil prices, the value of the benchmark 
contract would tend to decline as it approaches expiration.
    USCF believes that market arbitrage opportunities will cause daily 
changes in the Fund's Share price on the Exchange on a percentage 
basis, to closely track the daily changes in the Fund's per Share NAV 
on a percentage basis.
    According to the Registration Statement, the Fund has not limited 
the size of its offering and is committed to utilizing substantially 
all of its proceeds to purchase Oil Futures Contracts and Other Oil-
Related Investments. If the Fund encounters accountability levels, 
position limits, or price fluctuation limits for Oil Futures Contracts 
on the NYMEX or ICE Futures, 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.
    The Fund will invest in Oil Interests to the fullest extent 
possible without being unable to satisfy its current or potential 
margin or collateral obligations with respect to its investments in Oil 
Interests. In pursuing this objective, the primary focus of USCF is the 
investment in futures contracts and the management of the Fund's 
investments in Treasuries, cash and/or cash equivalents for margining 
purposes and as collateral.
    On each day during the four-day period, USCF anticipates it will 
``roll'' the Fund's positions in Oil Interests by closing, or selling, 
a percentage of the Fund's positions in Oil Interests and reinvesting 
the proceeds from closing those positions in new Oil Interests that 
reflect the change in the Benchmark Oil Futures Contract.
    Approximately 15% to 90% of the Fund's assets will be committed as 
margin for commodity futures contracts. However, from time to time, the 
percentage of assets committed as margin may be substantially more, or 
less, than such range. 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.
Net Asset Value
    According to the Registration Statements, each Fund's per Share NAV 
will be calculated by taking the current market value of its total 
assets; subtracting any liabilities; and dividing that total by the 
total number of outstanding Shares.
    The Administrator intends to calculate the NAV of each Fund once 
each NYSE trading day. The NAV for a normal trading day will be 
released after 4:00 p.m. Eastern time. Trading during the Exchange's 
Core Trading Session typically closes at 4:00 p.m. Eastern time. The 
Administrator will use the

[[Page 3369]]

NYMEX closing price (determined at the earlier of the close of the 
NYMEX or 2:30 p.m. Eastern time) for the contracts traded on the NYMEX, 
but calculate or determine the value of all investments of each Fund 
using market quotations, if available, or other information customarily 
used to determine the fair value of such investments as of the earlier 
of the close of the NYSE Arca or 4:00 p.m. Eastern time. Other 
information customarily used in determining fair value includes 
information consisting of market data in the relevant market supplied 
by one or more third parties including, without limitation, relevant 
rates, prices, yields, yield curves, volatilities, spreads, 
correlations or other market data in the relevant market; or 
information of the types described above from internal sources if that 
information is of the same type used by a Fund in the regular course of 
business for the valuation of similar transactions. The information may 
include costs of funding, to the extent costs of funding are not and 
would not be a component of the other information being utilized. Third 
parties supplying quotations or market data may include, without 
limitation, dealers in the relevant markets, end-users of the relevant 
product, information vendors, brokers and other sources of market 
information. Money market funds will be valued at NAV.
Indicative Fund Value
    In addition, in order to provide updated information relating to a 
Fund for use by investors and market professionals, the Exchange will 
calculate and disseminate throughout the Exchange's Core Trading 
Session of 9:30 a.m. Eastern time to 4:00 p.m. Eastern time on each 
trading day an updated ``Indicative Fund Value'' (``IFV''). The IFV 
will be calculated by using the prior day's closing NAV per Share of a 
Fund 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.
    The IFV will be disseminated on a per Share basis for each Fund 
every 15 seconds during the Exchange's Core Trading Session. The normal 
trading hours of the NYMEX are 9:00 a.m. Eastern time to 2:30 p.m. 
Eastern time. There will be a gap in time at the end of each day during 
which a Fund's Shares are traded on the NYSE Arca, but real-time NYMEX 
trading prices for oil futures contracts traded on the NYMEX are not 
available. During such gaps in time, the IFV will be calculated based 
on the end of day price of such Oil Futures Contracts from the NYMEX's 
immediately preceding trading session. In addition, other Oil Futures 
Contracts, Other Oil-Related Investments and Treasuries held by a Fund 
will be valued by the Administrator, using rates and points received 
from client-approved third party vendors and advisor quotes. These 
investments will not be included in the IFV.
Creation and Redemption of Shares
    According to the Registration Statements, each Fund intends to 
create and redeem Shares in one or more ``Creation Baskets'' or 
``Redemption Baskets'' of 50,000 Shares. The creation and redemption of 
baskets will be made only in exchange for delivery to a Fund or the 
distribution by a Fund of the amount of Treasuries and/or cash 
represented by the baskets being created or redeemed, the amount of 
which will be equal to the combined NAV of the number of Shares of a 
Fund included in the baskets being created or redeemed determined as of 
4:00 p.m. Eastern time on the day the order to create or redeem baskets 
is properly received.
    Authorized Participants will be the only persons that may place 
orders to create and redeem baskets. Authorized Participants must be 
(1) registered broker-dealers or other securities market participants, 
such as banks and other financial institutions, that are not required 
to register as broker-dealers to engage in securities transactions 
described below, and (2) Depository Trust Company (``DTC'') 
Participants.
Creation Procedures
    On any business day, an Authorized Participant may place an order 
with the Marketing Agent to create one or more baskets. For purposes of 
processing purchase and redemption orders, a ``business day'' means any 
day other than a day when NYSE or any futures exchange upon which a 
Benchmark Oil Futures Contract is traded is closed for regular trading. 
Purchase orders must be placed by 12:00 p.m. Eastern time or the close 
of regular trading on NYSE Arca, whichever is earlier. The day on which 
the Marketing Agent receives a valid purchase order is referred to as 
the purchase order date.
    By placing a purchase order, an Authorized Participant agrees to 
(1) deposit Treasuries, cash, or a combination of Treasuries and cash 
with the Custodian of a Fund, and (2) if required by USCF in its sole 
discretion, enter into or arrange for a block trade, an exchange for 
physical or exchange for swap, or any other OTC transaction (through 
itself or a designated acceptable broker) with a Fund for the purchase 
of a number and type of futures contracts at the closing settlement 
price for such contracts on the purchase order date. If an Authorized 
Participant fails to consummate (1) and (2), the order shall be 
cancelled.
Determination of Required Deposits
    The total deposit required to create each basket (``Creation Basket 
Deposit'') is the amount of Treasuries and/or cash that is in the same 
proportion to the total assets of a Fund (net of estimated accrued but 
unpaid fees, expenses and other liabilities) on the purchase order date 
as the number of Shares to be created under the purchase order is in 
proportion to the total number of Shares outstanding on the purchase 
order date. The Marketing Agent will publish an estimate of the 
Creation Basket Deposit requirements at the beginning of each business 
day.
Delivery of Required Deposits
    An Authorized Participant who places a purchase order will be 
responsible for transferring to a Fund's account with the Custodian the 
required amount of Treasuries and/or cash by noon Eastern time on the 
third business day following the purchase order date. Upon receipt of 
the deposit amount, the Administrator will direct DTC to credit the 
number of baskets ordered to the Authorized Participant's DTC account 
on the third business day following the purchase order date.
Redemption Procedures
    According to the Registration Statement, the procedures by which an 
Authorized Participant will be able to redeem one or more baskets will 
mirror the procedures for the creation of baskets. On any business day, 
an Authorized Participant may place an order with the Marketing Agent 
to redeem one or more baskets. Redemption orders must be placed by 
12:00 p.m. Eastern time or the close of regular trading on NYSE Arca, 
whichever is earlier. A redemption order so received will be effective 
on the date it is received in satisfactory form by the Marketing Agent 
(``Redemption Order Date''). An Authorized Participant may not withdraw 
a redemption order.
Determination of Redemption Distribution
    The redemption distribution from a Fund will consist of a transfer 
to the redeeming Authorized Participant of an amount of Treasuries and/
or cash that is in the same proportion to the total assets of a Fund 
(net of estimated accrued but unpaid fees, expenses and other

[[Page 3370]]

liabilities) on the date the order to redeem is properly received as 
the number of Shares to be redeemed under the redemption order is in 
proportion to the total number of Shares outstanding on the date the 
order is received. The Marketing Agent will publish an estimate of the 
redemption distribution per basket as of the beginning of each business 
day.
Suspension or Rejection of Redemption Orders
    USCF may, in its discretion, suspend the right of redemption, or 
postpone the redemption settlement date, (1) for any period during 
which NYSE Arca or any of the futures exchanges upon which a Benchmark 
Oil Futures Contract is traded is closed other than customary weekend 
or holiday closings, or trading on NYSE Arca or such futures exchanges 
is suspended or restricted, (2) for any period during which an 
emergency exists as a result of which delivery, disposal or evaluation 
of Treasuries is not reasonably practicable, or (3) for such other 
period as USCF determines to be necessary for the protection of the 
shareholders. For example, USCF may determine that it is necessary to 
suspend redemptions to allow for the orderly liquidation of a Fund's 
assets at an appropriate value to fund a redemption. If USCF has 
difficulty liquidating a Fund's positions, e.g., because of a market 
disruption event in the futures markets or an unanticipated delay in 
the liquidation of a position in an over the counter contract, it may 
be appropriate to suspend redemptions until such time as such 
circumstances are rectified.
Availability of Information
    The NAV for the Funds' Shares will be disseminated daily to all 
market participants at the same time. The Exchange will make available 
on its Web site daily trading volume of each of the Shares, closing 
prices of such Shares, and number of Shares outstanding. 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 charge on their respective Web 
sites. Quotation and last-sale information regarding the Shares will be 
disseminated through the facilities of the Consolidated Tape 
Association (``CTA''). The IFV will be available through on-line 
information services.
    In addition, 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 Funds' Web site. Each Fund's total 
portfolio composition will be disclosed each business day that the NYSE 
Arca is open for trading, on the Funds' Web site. The Web site 
disclosure of portfolio holdings will be made daily and will include, 
as applicable, (i) the composite value of the total portfolio, (ii) the 
name, percentage weighting, and value of Oil Interests, (iii) the name 
and value of each Treasury security and cash equivalent, and (iv) the 
amount of cash held in each Fund's portfolio. The Funds' Web site will 
be publicly accessible at no charge.
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 a Fund.\9\ Trading in Shares of a Fund will be 
halted if the circuit breaker parameters in NYSE Arca Equities Rule 
7.12 have been reached. Trading also may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares of a Fund inadvisable.
---------------------------------------------------------------------------

    \9\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

    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. In addition, 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.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace from 4 a.m. to 8 p.m. E.T. in accordance with 
NYSE Arca Equities Rule 7.34 (Early, Core, and Late Trading Sessions). 
The Exchange has appropriate rules to facilitate transactions in the 
Shares during all trading sessions. As provided in NYSE Arca Equities 
Rule 7.6, the minimum price variation (``MPV'') for quoting and entry 
of orders in equity securities traded on the NYSE Arca Marketplace is 
$0.01, with the exception of securities that are priced less than $1.00 
for which the MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing 
criteria under NYSE Arca Equities Rule 8.200. The trading of the Shares 
will be subject to NYSE Arca Equities Rule 8.200, Commentary .02(e), 
which sets forth certain restrictions on Equity Trading Permit 
(``ETP'') Holders acting as registered Market Makers in Trust Issued 
Receipts to facilitate surveillance. The Exchange represents that, for 
initial and/or continued listing, the Funds will be in compliance with 
Rule 10A-3 \10\ under the Act, as provided by NYSE Arca Equities Rule 
5.3. A minimum of 100,000 Shares will be outstanding at the 
commencement of trading on the Exchange.
---------------------------------------------------------------------------

    \10\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances administered by the Exchange, as 
well as cross-market surveillances administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\11\ The Exchange represents that 
these procedures are adequate to properly monitor Exchange trading of 
the Shares of the Funds in all trading sessions and to deter and detect 
violations of Exchange rules and federal securities laws applicable to 
trading on the Exchange.
---------------------------------------------------------------------------

    \11\ FINRA conducts cross-market surveillances on behalf of 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.
    The Exchange or FINRA, on behalf of the Exchange, or both, will

[[Page 3371]]

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'').\12\
---------------------------------------------------------------------------

    \12\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Funds may trade on markets that are members of ISG or with which the 
Exchange has in place a CSSA,
---------------------------------------------------------------------------

    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 comprehensive surveillance sharing 
agreement.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolios, or (b) limitations on portfolio 
holdings or reference assets shall constitute continued listing 
requirements for listing the Shares on the Exchange.
    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, and, pursuant to its obligations under Section 19(g)(1) 
of the Act, the Exchange will monitor for compliance with the continued 
listing requirements. 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).
Information Bulletin
    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: (1) 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; (2) the 
procedures for purchases and redemptions of Shares in Creation Baskets 
and Redemption Baskets (and that Shares are not individually 
redeemable); (3) 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; (4) how 
information regarding the IFV is disseminated; (5) that a static IFV 
will be disseminated, between the close of trading on the CME and the 
close of the NYSE Arca Core Trading Session; (6) 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 (7) trading information.
    In addition, the Information Bulletin will advise ETP Holders, 
prior to the commencement of trading, of the prospectus delivery 
requirements applicable to a Fund. The Exchange notes that investors 
purchasing Shares directly from a Fund will receive a prospectus. ETP 
Holders purchasing Shares from a Fund for resale to investors will 
deliver a prospectus to such investors. The Information Bulletin will 
also discuss any exemptive, no-action, and interpretive relief granted 
by the Commission from any rules under the Act. In addition, the 
Information Bulletin will reference that a Fund is subject to various 
fees and expenses described in the Registration Statement. The 
Information Bulletin will also reference that the CFTC has regulatory 
jurisdiction over the trading of Oil Futures Contracts traded on U.S. 
markets.
    The Information Bulletin will also disclose the trading hours of 
the Shares and that the NAV for the Shares will be calculated after 
4:00 p.m. E.T. each trading day. The Information Bulletin will disclose 
that information about the Shares will be publicly available on the 
Funds' Web site.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \13\ that an exchange have rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.200. The Exchange has in place surveillance procedures that are 
adequate to properly monitor trading in the Shares of the Funds in all 
trading sessions and to deter and detect violations of Exchange rules 
and applicable federal securities laws. The Exchange or 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. 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 comprehensive 
surveillance sharing agreement. The Exchange will make available on its 
Web site daily trading volume of each of the Shares, closing prices of 
such Shares, and number of Shares outstanding. The intraday, closing 
prices, and settlement prices of the Oil Futures Contracts will be 
readily available from the applicable exchange Web site, automated 
quotation systems, published or other public sources, or on-line 
information services.
    Complete real-time data for the Oil Futures Contracts is available 
by subscription from 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 charge on their Web sites. 
Information regarding exchange-traded cash-settled options and cleared 
swap contracts will be available from the applicable exchanges and 
major market data vendors. Quotation and last-sale information 
regarding the Shares will be disseminated through the facilities of the 
CTA. In addition, the Funds' Web site, will display the applicable end 
of day closing NAV. Each Fund's total portfolio composition will be 
disclosed each business day that the NYSE Arca is open for trading, on 
the Funds' Web site. The Web site disclosure of portfolio

[[Page 3372]]

holdings will be made daily and will include, as applicable, (i) the 
composite value of the total portfolio, (ii) the name, percentage 
weighting, and value of each Benchmark Oil Futures Contract, (iii) the 
name and value of each Treasury security and cash equivalent, and (iv) 
the amount of cash held in each Fund's portfolio.
    Moreover, prior to the commencement of trading, the Exchange will 
inform its Equity Trading Permit Holders in an Information Bulletin of 
the special characteristics and risks associated with trading the 
Shares. Trading in Shares of a Fund will be halted if the circuit 
breaker parameters in NYSE Arca Equities Rule 7.12 have been reached or 
because of market conditions or for reasons that, in the view of the 
Exchange, make trading in the Shares inadvisable.
    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 
additional types of Trust Issued Receipts based on oil prices 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 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.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of 
additional types of Trust Issued Receipts based on oil prices and 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

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

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will: 
(a) By order approve or disapprove 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 protected]. Please include 
File Number SR-NYSEArca-2016-173 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-2016-173. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing will also be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2016-173 and should 
be submitted on or before February 1, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-00366 Filed 1-10-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                3366                         Federal Register / Vol. 82, No. 7 / Wednesday, January 11, 2017 / Notices

                                                SECURITIES AND EXCHANGE                                  A. Self-Regulatory Organization’s                        Brothers Harriman & Co. (the
                                                COMMISSION                                               Statement of the Purpose of, and the                     ‘‘Administrator’’) performs certain
                                                                                                         Statutory Basis for, the Proposed Rule                   administrative and accounting services
                                                [Release No. 34–79742; File No. SR–                      Change                                                   for the Funds and prepares certain
                                                NYSEArca–2016–173]                                                                                                Commission, NFA and CFTC reports on
                                                                                                         1. Purpose
                                                                                                                                                                  behalf of the Funds. ALPS Fund
                                                Self-Regulatory Organizations; NYSE                         The Exchange proposes to list and                     Services, Inc. is the ‘‘Marketing Agent’’
                                                Arca, Inc.; Notice of Filing of Proposed                 trade shares (‘‘Shares’’) of the following               for the Funds.
                                                Rule Change Relating to the Listing                      under NYSE Arca Equities Rule 8.200,
                                                                                                                                                                  United States 3x Oil Fund
                                                and Trading of the Shares of the                         Commentary .02, which governs the
                                                                                                         listing and trading of Trust Issued                         According to the Registration
                                                United States 3x Oil Fund and United                                                                              Statement, the investment objective of
                                                                                                         Receipts: United States 3x Oil Fund and
                                                States Ø3x Short Oil Fund Under                                                                                   the Fund will be for the daily changes
                                                                                                         United States ¥3x Short Oil Fund (each
                                                NYSE Arca Equities Rule 8.200                                                                                     in percentage terms of its Shares’ per
                                                                                                         a ‘‘Fund’’ and, collectively, the
                                                January 5, 2017.                                         ‘‘Funds’’).4                                             Share net asset value (‘‘NAV’’) to reflect
                                                                                                            Each Fund is a series of the USCF                     three times (3x) the daily change in
                                                   Pursuant to Section 19(b)(1) 1 of the                 Funds Trust (the ‘‘Trust’’), a Delaware                  percentage terms of the price of a
                                                Securities Exchange Act of 1934 (the                     statutory trust.5 The Trust and the                      specified short-term futures contract on
                                                ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                   Funds are managed and controlled by                      light, sweet crude oil (the ‘‘Benchmark
                                                notice is hereby given that, on December                 United States Commodity Funds LLC                        Oil Futures Contract’’) less the Fund’s
                                                23, 2016, NYSE Arca, Inc. (the                           (‘‘USCF’’). USCF is registered as a                      expenses. To achieve this objective,
                                                ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with                commodity pool operator (‘‘CPO’’) with                   USCF will endeavor to have the
                                                the Securities and Exchange                              the Commodity Futures Trading                            notional value of the Fund’s aggregate
                                                Commission (the ‘‘Commission’’) the                      Commission (‘‘CFTC’’) and is a member                    exposure to the Benchmark Oil Futures
                                                proposed rule change as described in                     of the National Futures Association                      Contract at the close of each trading day
                                                Items I and II below, which Items have                   (‘‘NFA’’).6                                              approximately equal to 300% of the
                                                been prepared by the self-regulatory                        In its capacity as the Custodian for the              Fund’s NAV. The Fund will seek a
                                                organization. The Commission is                          Funds, Brown Brothers Harriman & Co.                     return that is 300% of the return of the
                                                publishing this notice to solicit                        (the ‘‘Custodian’’) may hold the Funds’                  Benchmark Oil Futures Contract for a
                                                comments on the proposed rule change                     Treasuries, cash and/or cash equivalents                 single day and does not seek to achieve
                                                from interested persons.                                 pursuant to a custodial agreement.                       its stated investment objective over a
                                                                                                         Brown Brothers Harriman & Co. is also                    period of time greater than one day.7
                                                I. Self-Regulatory Organization’s                                                                                    The Benchmark Oil Futures Contract
                                                                                                         the registrar and transfer agent for the
                                                Statement of the Terms of Substance of                                                                            is the futures contract on light, sweet
                                                                                                         shares. In addition, in its capacity as
                                                the Proposed Rule Change                                                                                          crude oil as traded on the New York
                                                                                                         Administrator for the Funds, Brown
                                                                                                                                                                  Mercantile Exchange (the ‘‘NYMEX’’,
                                                   The Exchange proposes to list and                        4 Commentary .02 to NYSE Arca Equities Rule           which is part of the CME Group, Inc.
                                                trade the shares of the following under                  8.200 applies to Trust Issued Receipts that invest       (‘‘CME’’)) that is the near month
                                                NYSE Arca Equities Rule 8.200,                           in ‘‘Financial Instruments.’’ The term ‘‘Financial       contract to expire, except when the near
                                                Commentary .02 (‘‘Trust Issued                           Instruments,’’ as defined in Commentary .02(b)(4) to     month contract is within two weeks of
                                                                                                         NYSE Arca Equities Rule 8.200, means any
                                                Receipts’’): United States 3x Oil Fund                   combination of investments, including cash;
                                                                                                                                                                  expiration, in which case it will be
                                                and United States ¥3x Short Oil Fund.                    securities; options on securities and indices; futures   measured by the futures contract that is
                                                The proposed rule change is available                    contracts; options on futures contracts; forward         the next month contract to expire.
                                                on the Exchange’s Web site at                            contracts; equity caps, collars, and floors; and swap       The Fund will seek to achieve its
                                                                                                         agreements.                                              investment objective by primarily
                                                www.nyse.com, at the principal office of                    5 The Trust is registered under the Securities Act
                                                the Exchange, and at the Commission’s                                                                             investing in futures contracts for light,
                                                                                                         of 1933. the Trust filed with the Commission a
                                                Public Reference Room.                                   registration statement on Form S–1 under the             sweet crude oil that are traded on the
                                                                                                         Securities Act of 1933 (15 U.S.C. 77a) (‘‘Securities     NYMEX, ICE Futures-U.S. or other U.S.
                                                II. Self-Regulatory Organization’s                       Act’’) relating to the United States 3x Oil Fund (File   and foreign exchanges (collectively,
                                                Statement of the Purpose of, and                         No. 333–214825) and the United States 3x Short Oil       ‘‘Oil Futures Contracts’’).
                                                                                                         Fund (File No. 333–214881) (each a ‘‘Registration
                                                Statutory Basis for, the Proposed Rule                   Statement’’ and, collectively, ‘‘Registration
                                                                                                                                                                     The Fund will, to a lesser extent and
                                                Change                                                   Statements’’) on November 29, 2016 and December          in view of regulatory requirements and/
                                                                                                         2, 2016, respectively. The description of the            or market conditions:
                                                  In its filing with the Commission, the                 operation of the Trust and the Funds herein is              (i) Next invest in (a) cleared swap
                                                self-regulatory organization included                    based, in part, on the Registration Statements.          transactions based on the Benchmark
                                                                                                            6 The Commission has previously approved
                                                statements concerning the purpose of,                    listing of Trust Issued Receipts based on oil on the
                                                                                                                                                                  Futures Contract, (b) non-exchange
                                                and basis for, the proposed rule change                  American Stock Exchange (now known as NYSE               traded (‘‘over-the-counter’’ or ‘‘OTC’’),
                                                and discussed any comments it received                   MKT LLC) and NYSE Arca. See, e.g., Securities            negotiated swap contracts that are
                                                on the proposed rule change. The text                    Exchange Act Release Nos. 53582 (March 31, 2006),        valued based on the Benchmark Futures
                                                                                                         71 FR 17510 (April 6, 2006) (SR–Amex–2005–127)
                                                of those statements may be examined at                   (order approving listing and trading of shares of
                                                                                                                                                                  Contract, and (c) forward contracts for
                                                the places specified in Item IV below.                   United States Oil Fund, LP); 57188 (January 23,          oil;
                                                The Exchange has prepared summaries,                     2008), 73 FR 5607 (January 30, 2008) (SR–Amex–
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                         2007–70) (order approving listing and trading of            7 According to the Registration Statement, the
                                                set forth in sections A, B, and C below,                 shares of United States Heating Oil Fund, LP and         pursuit of daily leveraged investment goals means
                                                of the most significant parts of such                    United States Gasoline Fund, LP); 61881 (April 9,        that the return of the Fund for a period longer than
                                                statements.                                              2010), 75 FR 20028 (April 16, 2010) (SR–                 a full trading day may have no resemblance to
                                                                                                         NYSEArca–2010–14) (order approving listing and           300% of the return of the Benchmark Oil Futures
                                                                                                         trading of shares of United States Brent Oil Fund,       Contract for a period of longer than a full trading
                                                  1 15 U.S.C. 78s(b)(1).                                 LP); and 62527 (July 19, 2010), 75 FR 43606 (July        day because the aggregate return of the Fund is the
                                                  2 15 U.S.C. 78a.                                       26, 2010) (order approving listing and trading of        product of the series of each trading day’s daily
                                                  3 17 CFR 240.19b–4.                                    shares of United States Commodity Index Fund).           returns.



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                                                                            Federal Register / Vol. 82, No. 7 / Wednesday, January 11, 2017 / Notices                                                       3367

                                                   (ii) followed by investments in futures              in percentage terms, less the Fund’s                   NYMEX or ICE Futures U.S., it may
                                                contracts for other types of crude oil,                 expenses, will track three times (3x) the              then, if permitted under applicable
                                                diesel-heating oil, gasoline, natural gas,              daily changes in the price of the                      regulatory requirements, purchase Oil
                                                and other petroleum-based fuels, each of                Benchmark Oil Futures Contract, also                   Futures Contracts on other exchanges
                                                which are traded on the NYMEX, ICE                      measured in percentage terms. As a                     that trade listed crude oil futures or
                                                Futures U.S. or other U.S. and foreign                  specific benchmark, USCF will                          invest in Other Oil-Related Investments
                                                exchanges as well as cleared swap                       endeavor to place the Fund’s trades in                 to meet its investment objective.
                                                transactions and OTC swap contracts                     Oil Interests and otherwise manage the                   The Fund will invest in Oil Interests
                                                valued based on the foregoing; and                      Fund’s investments so that the                         to the fullest extent possible without
                                                   (iii) finally, invest in exchange-traded             difference between ‘‘A’’ and ‘‘B’’ will be             being unable to satisfy its current or
                                                cash settled options on Oil Futures                     plus/minus 0.30 percent (0.30%) of ‘‘B’’,              potential margin or collateral
                                                Contracts.                                              where:                                                 obligations with respect to its
                                                   All such other investments are                          • A is the average daily percentage                 investments in Oil Interests. In pursuing
                                                referred to as ‘‘Other Oil-Related                      change in the Fund’s per Share NAV for                 this objective, the primary focus of
                                                Investments’’ and, together with Oil                    any period of thirty (30) successive                   USCF will be the investment in futures
                                                Futures Contracts, are ‘‘Oil Interests.’’               valuation days, i.e., any New York Stock               contracts and the management of the
                                                   For the Fund to maintain a consistent                Exchange (‘‘NYSE’’) trading day as of                  Fund’s investments in Treasuries, cash
                                                300% return versus the Benchmark Oil                    which the Fund calculates its per Share                and/or cash equivalents for margining
                                                Futures Contract, the Fund’s holdings                   NAV, less the Fund’s expenses; and                     purposes and as collateral.
                                                must be rebalanced on a daily basis by                     • B is three times the average daily                  On each day during the four-day
                                                buying additional Oil Interests or selling              percentage change in the price of the                  period, USCF anticipates it will ‘‘roll’’
                                                Oil Interests that it holds.                            Benchmark Oil Futures Contract over                    the Fund’s positions in Oil Interests by
                                                   The Fund anticipates that, to the                    the same period.                                       closing, or selling, a percentage of the
                                                extent it invests in Oil Futures Contracts                 According to the Registration                       Fund’s positions in Oil Interests and
                                                other than the Benchmark Oil Futures                    Statement, the design of the Fund’s                    reinvesting the proceeds from closing
                                                Contract or Other Oil-Related                           Benchmark Oil Futures Contract is such                 those positions in new Oil Interests that
                                                Investments, it will enter into various                 that every month it begins by using the                reflect the change in the Benchmark Oil
                                                non-exchange-traded derivative                          near month contract to expire until the                Futures Contract.
                                                contracts, including swaps and/or                       near month contract is within two                        Approximately 15% to 90% of the
                                                forward contracts, to hedge the short-                  weeks of expiration, when, over a four                 Fund’s assets will be committed as
                                                term price movements of such Oil                        day period, it transitions to the next                 margin for commodity futures contracts.
                                                Futures Contracts (to the extent                        month contract to expire as its                        However, from time to time, the
                                                necessary) and Other Oil-Related                        benchmark contract and keeps that                      percentage of assets committed as
                                                Investments against the current                         contract as its benchmark until it                     margin may be substantially more, or
                                                Benchmark Oil Futures Contract. For                     becomes the near month contract and                    less, than such range. Ongoing margin
                                                example, if the Fund invested in diesel-                close to expiration. In the event of a                 and collateral payments will generally
                                                heating oil futures contracts, it may also              crude oil futures market where near                    be required for both exchange-traded
                                                enter into a swap or forward contract                   month contracts trade at a higher price                and OTC contracts based on changes in
                                                that is valued based on the difference                  than next month to expire contracts                    the value of the Oil Interests.
                                                between the diesel-heating oil futures                  (‘‘backwardation’’), then, absent the
                                                                                                        impact of the overall movement in                      United States 3x Short Oil Fund
                                                contract and the Benchmark Oil Futures
                                                Contract.                                               crude oil prices, the value of the                        According to the Fund’s Registration
                                                   USCF currently anticipates that                      benchmark contract would tend to rise                  Statement, the investment objective of
                                                regulatory requirements such as                         as it approaches expiration. Conversely,               the Fund will be for the daily changes
                                                accountability levels or position limits,               in the event of a crude oil futures                    in percentage terms of its shares’ per
                                                and market conditions including those                   market where near month contracts                      share net asset value (‘‘NAV’’) to reflect
                                                allowing the Fund to obtain greater                     trade at a lower price than next month                 three times the inverse (¥3x) of the
                                                liquidity or to execute transactions with               contracts (‘‘contango’’), then, absent the             daily change in percentage terms of the
                                                more favorable pricing, could cause the                 impact of the overall movement in                      price of the Benchmark Oil Futures
                                                Fund to invest in Other Oil-Related                     crude oil prices, the value of the                     Contract, less the Fund’s expenses. To
                                                Investments.                                            benchmark contract would tend to                       achieve this objective, USCF will
                                                   The Fund will support its investments                decline as it approaches expiration.                   endeavor to have the notional value of
                                                by holding the amounts of its margin,                      According to the Registration                       the Fund’s aggregate short exposure to
                                                collateral and other requirements                       Statement, USCF believes that market                   the Benchmark Oil Futures Contract at
                                                relating to these obligations in short-                 arbitrage opportunities will cause daily               the close of each trading day
                                                term obligations of the United States of                changes in the Fund’s Share price on                   approximately equal to the 300% of the
                                                two years or less (‘‘Treasuries’’), cash,               the Exchange on a percentage basis, to                 Fund’s NAV. The Fund will seek a
                                                and cash equivalents. The Fund may                      closely track the daily changes in the                 return that is ¥300% of the return of
                                                invest in money market funds, as well                   Fund’s per Share NAV on a percentage                   the Benchmark Oil Futures Contract for
                                                as Treasuries with a maturity date of                   basis.                                                 a single day and does not seek to
                                                two years or less, as an investment for                    According to the Registration                       achieve its stated investment objective
                                                                                                        Statement, the Fund has not limited the
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                                                assets not used for margin or collateral                                                                       over a period of time greater than one
                                                in the Oil Interests. The majority of the               size of its offering and is committed to               day.8
                                                Fund’s assets will be held in Treasuries,               utilizing substantially all of its proceeds
                                                cash and/or cash equivalents with the                   to purchase Oil Futures Contracts and                     8 According to the Registration Statement, the

                                                Custodian.                                              Other Oil-Related Investments. If the                  pursuit of daily leveraged investment goals means
                                                                                                                                                               that the return of the Fund for a period longer than
                                                   The Fund will seek to invest in a                    Fund encounters accountability levels,                 a full trading day may have no resemblance to
                                                combination of Oil Interests such that                  position limits, or price fluctuation                  ¥300% of the return of the Benchmark Oil Futures
                                                the daily changes in its NAV, measured                  limits for Oil Futures Contracts on the                                                           Continued




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                                                3368                        Federal Register / Vol. 82, No. 7 / Wednesday, January 11, 2017 / Notices

                                                   The Fund will seek to achieve its                       The Fund will support its investments               Exchange on a percentage basis, to
                                                investment objective by primarily                       by holding the amounts of its margin,                  closely track the daily changes in the
                                                investing in futures contracts for light,               collateral and other requirements                      Fund’s per Share NAV on a percentage
                                                sweet crude oil that are traded on the                  relating to these obligations in                       basis.
                                                NYMEX, ICE Futures U.S. or other U.S.                   Treasuries, cash, and cash equivalents.                   According to the Registration
                                                and foreign exchanges (collectively,                    The Fund may invest in money market                    Statement, the Fund has not limited the
                                                ‘‘Oil Futures Contracts’’).                             funds, as well as Treasuries with a                    size of its offering and is committed to
                                                   The Fund will, to a lesser extent and                maturity date of two years or less, as an              utilizing substantially all of its proceeds
                                                in view of regulatory requirements and/                 investment for assets not used for                     to purchase Oil Futures Contracts and
                                                or market conditions:                                   margin or collateral in the Oil Interests.             Other Oil-Related Investments. If the
                                                   (i) Next invest in (a) cleared swap                  The majority of the Fund’s assets will be              Fund encounters accountability levels,
                                                transactions based on the Benchmark                     held in Treasuries, cash and/or cash                   position limits, or price fluctuation
                                                Futures Contract, (b) OTC negotiated                    equivalents with the Custodian.                        limits for Oil Futures Contracts on the
                                                swap contracts that are valued based on                    The Fund will seek to invest in a                   NYMEX or ICE Futures, it may then, if
                                                the Benchmark Futures Contract, and (c)                 combination of Oil Interests such that                 permitted under applicable regulatory
                                                forward contracts for oil;                              the daily changes in its NAV, measured                 requirements, purchase Oil Futures
                                                   (ii) followed by investments in futures              in percentage terms, less the Fund’s                   Contracts on other exchanges that trade
                                                contracts for other types of crude oil,                 expenses, will track three times the                   listed crude oil futures or invest in
                                                diesel-heating oil, gasoline, natural gas,              inverse (¥3x) of the daily changes in                  Other Oil-Related Investments to meet
                                                and other petroleum-based fuels, each of                the price of the Benchmark Oil Futures                 its investment objective.
                                                which that are traded on the NYMEX,                     Contract, also measured in percentage                     The Fund will invest in Oil Interests
                                                ICE Futures U.S. or other U.S. and                      terms. As a specific benchmark, USCF                   to the fullest extent possible without
                                                foreign exchanges and as well cleared                   will endeavor to place the Fund’s trades               being unable to satisfy its current or
                                                swap transactions and OTC swap                          in Oil Interests and otherwise manage                  potential margin or collateral
                                                contracts valued based on the foregoing;                the Fund’s investments so that the                     obligations with respect to its
                                                and                                                     difference between ‘‘A’’ and ‘‘B’’ will be             investments in Oil Interests. In pursuing
                                                   (iii) finally, invest in exchange-traded             plus/minus 0.30 percent (0.30%) of ‘‘B’’,              this objective, the primary focus of
                                                cash settled options on Oil Futures                     where:                                                 USCF is the investment in futures
                                                Contracts.                                                 • A is the average daily percentage                 contracts and the management of the
                                                   For the Fund to maintain a consistent                change in the Fund’s per Share NAV for                 Fund’s investments in Treasuries, cash
                                                ¥300% return versus the Benchmark                       any period of thirty (30) successive                   and/or cash equivalents for margining
                                                Oil Futures Contract, the Fund’s                        valuation days, i.e., any NYSE trading                 purposes and as collateral.
                                                holdings must be rebalanced on a daily                  day as of which the Fund calculates its                   On each day during the four-day
                                                basis by buying additional Oil Interests                per Share NAV, less the Fund’s                         period, USCF anticipates it will ‘‘roll’’
                                                or selling Oil Interests that it holds.                 expenses; and                                          the Fund’s positions in Oil Interests by
                                                   The Fund anticipates that to the                        • B is three times the inverse of the               closing, or selling, a percentage of the
                                                extent it invests in Oil Futures Contracts              average daily percentage change in the                 Fund’s positions in Oil Interests and
                                                                                                        price of the Benchmark Oil Futures                     reinvesting the proceeds from closing
                                                other than and the Benchmark Oil
                                                                                                        Contract over the same period.                         those positions in new Oil Interests that
                                                Futures Contract or Other Oil-Related
                                                                                                           The design of the Fund’s Benchmark                  reflect the change in the Benchmark Oil
                                                Investments, it will enter into various                 Oil Futures Contract is such that every
                                                non-exchange-traded derivative                                                                                 Futures Contract.
                                                                                                        month it begins by using the near month                   Approximately 15% to 90% of the
                                                contracts, including swaps and/or                       contract to expire until the near month
                                                forward contracts, to hedge the short-                                                                         Fund’s assets will be committed as
                                                                                                        contract is within two months of                       margin for commodity futures contracts.
                                                term price movements of such Oil                        expiration, when, over a four-day
                                                Futures Contracts (to the extent                                                                               However, from time to time, the
                                                                                                        period, it transitions to the next month               percentage of assets committed as
                                                necessary) and Other Oil-Related                        contract to expire as its benchmark
                                                Investments against the current                                                                                margin may be substantially more, or
                                                                                                        contract and keeps that contract as its                less, than such range. Ongoing margin
                                                Benchmark Oil Futures Contract. For                     benchmark until it becomes the near
                                                example, if the Fund invested in diesel-                                                                       and collateral payments will generally
                                                                                                        month contract and close to expiration.                be required for both exchange-traded
                                                heating oil futures contracts, it may also              In the event of a crude oil futures
                                                enter into a swap or forward contract                                                                          and OTC contracts based on changes in
                                                                                                        market where the near month contracts                  the value of the Oil Interests.
                                                that is valued based on the difference                  trade at a higher price than next month
                                                between the diesel-heating oil futures                  to expire contracts (‘‘backwardation’’),               Net Asset Value
                                                contract and the Benchmark Oil Futures                  then, absent the impact of the overall                   According to the Registration
                                                Contract.                                               movement in crude oil prices, the value                Statements, each Fund’s per Share NAV
                                                   USCF currently anticipates that                      of the benchmark contract would tend                   will be calculated by taking the current
                                                regulatory requirements such as                         to rise as it approaches expiration.                   market value of its total assets;
                                                accountability levels or position limits,               Conversely, in the event of a crude oil                subtracting any liabilities; and dividing
                                                and market conditions including those                   futures market where near month                        that total by the total number of
                                                allowing the Fund to obtain greater                     contracts trade at a lower price than                  outstanding Shares.
                                                liquidity or to execute transactions with                                                                        The Administrator intends to
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                                                                                                        next month contracts (‘‘contango’’),
                                                more favorable pricing, could cause the                 then, absent the impact of the overall                 calculate the NAV of each Fund once
                                                Fund to invest in Other Oil-Related                     movement in crude oil prices, the value                each NYSE trading day. The NAV for a
                                                Investments.                                            of the benchmark contract would tend                   normal trading day will be released after
                                                                                                        to decline as it approaches expiration.                4:00 p.m. Eastern time. Trading during
                                                Contract for a period of longer than a full trading
                                                day because the aggregate return of the Fund is the
                                                                                                           USCF believes that market arbitrage                 the Exchange’s Core Trading Session
                                                product of the series of each trading day’s daily       opportunities will cause daily changes                 typically closes at 4:00 p.m. Eastern
                                                returns.                                                in the Fund’s Share price on the                       time. The Administrator will use the


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                                                                            Federal Register / Vol. 82, No. 7 / Wednesday, January 11, 2017 / Notices                                              3369

                                                NYMEX closing price (determined at the                  Futures Contracts from the NYMEX’s                     Fund for the purchase of a number and
                                                earlier of the close of the NYMEX or                    immediately preceding trading session.                 type of futures contracts at the closing
                                                2:30 p.m. Eastern time) for the contracts               In addition, other Oil Futures Contracts,              settlement price for such contracts on
                                                traded on the NYMEX, but calculate or                   Other Oil-Related Investments and                      the purchase order date. If an
                                                determine the value of all investments                  Treasuries held by a Fund will be                      Authorized Participant fails to
                                                of each Fund using market quotations,                   valued by the Administrator, using rates               consummate (1) and (2), the order shall
                                                if available, or other information                      and points received from client-                       be cancelled.
                                                customarily used to determine the fair                  approved third party vendors and
                                                value of such investments as of the                     advisor quotes. These investments will                 Determination of Required Deposits
                                                earlier of the close of the NYSE Arca or                not be included in the IFV.                               The total deposit required to create
                                                4:00 p.m. Eastern time. Other                                                                                  each basket (‘‘Creation Basket Deposit’’)
                                                                                                        Creation and Redemption of Shares                      is the amount of Treasuries and/or cash
                                                information customarily used in
                                                determining fair value includes                            According to the Registration                       that is in the same proportion to the
                                                information consisting of market data in                Statements, each Fund intends to create                total assets of a Fund (net of estimated
                                                the relevant market supplied by one or                  and redeem Shares in one or more                       accrued but unpaid fees, expenses and
                                                more third parties including, without                   ‘‘Creation Baskets’’ or ‘‘Redemption                   other liabilities) on the purchase order
                                                limitation, relevant rates, prices, yields,             Baskets’’ of 50,000 Shares. The creation               date as the number of Shares to be
                                                yield curves, volatilities, spreads,                    and redemption of baskets will be made                 created under the purchase order is in
                                                correlations or other market data in the                only in exchange for delivery to a Fund                proportion to the total number of Shares
                                                relevant market; or information of the                  or the distribution by a Fund of the                   outstanding on the purchase order date.
                                                types described above from internal                     amount of Treasuries and/or cash                       The Marketing Agent will publish an
                                                sources if that information is of the                   represented by the baskets being created               estimate of the Creation Basket Deposit
                                                same type used by a Fund in the regular                 or redeemed, the amount of which will                  requirements at the beginning of each
                                                course of business for the valuation of                 be equal to the combined NAV of the                    business day.
                                                similar transactions. The information                   number of Shares of a Fund included in
                                                                                                        the baskets being created or redeemed                  Delivery of Required Deposits
                                                may include costs of funding, to the
                                                extent costs of funding are not and                     determined as of 4:00 p.m. Eastern time                   An Authorized Participant who places
                                                would not be a component of the other                   on the day the order to create or redeem               a purchase order will be responsible for
                                                information being utilized. Third parties               baskets is properly received.                          transferring to a Fund’s account with
                                                supplying quotations or market data                        Authorized Participants will be the                 the Custodian the required amount of
                                                may include, without limitation, dealers                only persons that may place orders to                  Treasuries and/or cash by noon Eastern
                                                in the relevant markets, end-users of the               create and redeem baskets. Authorized                  time on the third business day following
                                                relevant product, information vendors,                  Participants must be (1) registered                    the purchase order date. Upon receipt of
                                                brokers and other sources of market                     broker-dealers or other securities market              the deposit amount, the Administrator
                                                information. Money market funds will                    participants, such as banks and other                  will direct DTC to credit the number of
                                                be valued at NAV.                                       financial institutions, that are not                   baskets ordered to the Authorized
                                                                                                        required to register as broker-dealers to              Participant’s DTC account on the third
                                                Indicative Fund Value                                   engage in securities transactions                      business day following the purchase
                                                   In addition, in order to provide                     described below, and (2) Depository                    order date.
                                                updated information relating to a Fund                  Trust Company (‘‘DTC’’) Participants.
                                                for use by investors and market                                                                                Redemption Procedures
                                                                                                        Creation Procedures                                      According to the Registration
                                                professionals, the Exchange will
                                                calculate and disseminate throughout                       On any business day, an Authorized                  Statement, the procedures by which an
                                                the Exchange’s Core Trading Session of                  Participant may place an order with the                Authorized Participant will be able to
                                                9:30 a.m. Eastern time to 4:00 p.m.                     Marketing Agent to create one or more                  redeem one or more baskets will mirror
                                                Eastern time on each trading day an                     baskets. For purposes of processing                    the procedures for the creation of
                                                updated ‘‘Indicative Fund Value’’                       purchase and redemption orders, a                      baskets. On any business day, an
                                                (‘‘IFV’’). The IFV will be calculated by                ‘‘business day’’ means any day other                   Authorized Participant may place an
                                                using the prior day’s closing NAV per                   than a day when NYSE or any futures                    order with the Marketing Agent to
                                                Share of a Fund as a base and updating                  exchange upon which a Benchmark Oil                    redeem one or more baskets.
                                                that value throughout the trading day to                Futures Contract is traded is closed for               Redemption orders must be placed by
                                                reflect changes in the most recently                    regular trading. Purchase orders must be               12:00 p.m. Eastern time or the close of
                                                reported trade price for the active light,              placed by 12:00 p.m. Eastern time or the               regular trading on NYSE Arca,
                                                sweet Oil Futures Contract on the                       close of regular trading on NYSE Arca,                 whichever is earlier. A redemption
                                                NYMEX.                                                  whichever is earlier. The day on which                 order so received will be effective on the
                                                   The IFV will be disseminated on a per                the Marketing Agent receives a valid                   date it is received in satisfactory form by
                                                Share basis for each Fund every 15                      purchase order is referred to as the                   the Marketing Agent (‘‘Redemption
                                                seconds during the Exchange’s Core                      purchase order date.                                   Order Date’’). An Authorized Participant
                                                Trading Session. The normal trading                        By placing a purchase order, an                     may not withdraw a redemption order.
                                                hours of the NYMEX are 9:00 a.m.                        Authorized Participant agrees to (1)
                                                Eastern time to 2:30 p.m. Eastern time.                 deposit Treasuries, cash, or a                         Determination of Redemption
                                                There will be a gap in time at the end                  combination of Treasuries and cash                     Distribution
sradovich on DSK3GMQ082PROD with NOTICES




                                                of each day during which a Fund’s                       with the Custodian of a Fund, and (2)                    The redemption distribution from a
                                                Shares are traded on the NYSE Arca, but                 if required by USCF in its sole                        Fund will consist of a transfer to the
                                                real-time NYMEX trading prices for oil                  discretion, enter into or arrange for a                redeeming Authorized Participant of an
                                                futures contracts traded on the NYMEX                   block trade, an exchange for physical or               amount of Treasuries and/or cash that is
                                                are not available. During such gaps in                  exchange for swap, or any other OTC                    in the same proportion to the total assets
                                                time, the IFV will be calculated based                  transaction (through itself or a                       of a Fund (net of estimated accrued but
                                                on the end of day price of such Oil                     designated acceptable broker) with a                   unpaid fees, expenses and other


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                                                3370                        Federal Register / Vol. 82, No. 7 / Wednesday, January 11, 2017 / Notices

                                                liabilities) on the date the order to                   regarding the Shares will be                            and Late Trading Sessions). The
                                                redeem is properly received as the                      disseminated through the facilities of                  Exchange has appropriate rules to
                                                number of Shares to be redeemed under                   the Consolidated Tape Association                       facilitate transactions in the Shares
                                                the redemption order is in proportion to                (‘‘CTA’’). The IFV will be available                    during all trading sessions. As provided
                                                the total number of Shares outstanding                  through on-line information services.                   in NYSE Arca Equities Rule 7.6, the
                                                on the date the order is received. The                     In addition, the Funds’ Web site,                    minimum price variation (‘‘MPV’’) for
                                                Marketing Agent will publish an                         www.uscfinvestments.com, will display                   quoting and entry of orders in equity
                                                estimate of the redemption distribution                 the applicable end of day closing NAV.                  securities traded on the NYSE Arca
                                                per basket as of the beginning of each                  The daily holdings of each Fund will be                 Marketplace is $0.01, with the exception
                                                business day.                                           available on the Funds’ Web site. Each                  of securities that are priced less than
                                                                                                        Fund’s total portfolio composition will                 $1.00 for which the MPV for order entry
                                                Suspension or Rejection of Redemption                   be disclosed each business day that the                 is $0.0001.
                                                Orders                                                  NYSE Arca is open for trading, on the                      The Shares will conform to the initial
                                                   USCF may, in its discretion, suspend                 Funds’ Web site. The Web site                           and continued listing criteria under
                                                the right of redemption, or postpone the                disclosure of portfolio holdings will be                NYSE Arca Equities Rule 8.200. The
                                                redemption settlement date, (1) for any                 made daily and will include, as                         trading of the Shares will be subject to
                                                period during which NYSE Arca or any                    applicable, (i) the composite value of                  NYSE Arca Equities Rule 8.200,
                                                of the futures exchanges upon which a                   the total portfolio, (ii) the name,                     Commentary .02(e), which sets forth
                                                Benchmark Oil Futures Contract is                       percentage weighting, and value of Oil                  certain restrictions on Equity Trading
                                                traded is closed other than customary                   Interests, (iii) the name and value of                  Permit (‘‘ETP’’) Holders acting as
                                                weekend or holiday closings, or trading                 each Treasury security and cash                         registered Market Makers in Trust
                                                on NYSE Arca or such futures                            equivalent, and (iv) the amount of cash                 Issued Receipts to facilitate
                                                exchanges is suspended or restricted, (2)               held in each Fund’s portfolio. The                      surveillance. The Exchange represents
                                                for any period during which an                          Funds’ Web site will be publicly                        that, for initial and/or continued listing,
                                                emergency exists as a result of which                   accessible at no charge.                                the Funds will be in compliance with
                                                delivery, disposal or evaluation of                                                                             Rule 10A–3 10 under the Act, as
                                                Treasuries is not reasonably practicable,               Trading Halts
                                                                                                                                                                provided by NYSE Arca Equities Rule
                                                or (3) for such other period as USCF                       With respect to trading halts, the                   5.3. A minimum of 100,000 Shares will
                                                determines to be necessary for the                      Exchange may consider all relevant                      be outstanding at the commencement of
                                                protection of the shareholders. For                     factors in exercising its discretion to                 trading on the Exchange.
                                                example, USCF may determine that it is                  halt or suspend trading in the Shares of
                                                necessary to suspend redemptions to                     a Fund.9 Trading in Shares of a Fund                    Surveillance
                                                allow for the orderly liquidation of a                  will be halted if the circuit breaker                      The Exchange represents that trading
                                                Fund’s assets at an appropriate value to                parameters in NYSE Arca Equities Rule                   in the Shares will be subject to the
                                                fund a redemption. If USCF has                          7.12 have been reached. Trading also                    existing trading surveillances
                                                difficulty liquidating a Fund’s positions,              may be halted because of market                         administered by the Exchange, as well
                                                e.g., because of a market disruption                    conditions or for reasons that, in the                  as cross-market surveillances
                                                event in the futures markets or an                      view of the Exchange, make trading in                   administered by the Financial Industry
                                                unanticipated delay in the liquidation of               the Shares of a Fund inadvisable.                       Regulatory Authority (‘‘FINRA’’) on
                                                a position in an over the counter                          The Exchange may halt trading during                 behalf of the Exchange, which are
                                                contract, it may be appropriate to                      the day in which an interruption to the                 designed to detect violations of
                                                suspend redemptions until such time as                  dissemination of the IFV or the value of                Exchange rules and applicable federal
                                                such circumstances are rectified.                       the Benchmark Oil Futures Contract                      securities laws.11 The Exchange
                                                                                                        occurs. If the interruption to the                      represents that these procedures are
                                                Availability of Information                                                                                     adequate to properly monitor Exchange
                                                                                                        dissemination of the IFV, or the value of
                                                   The NAV for the Funds’ Shares will                   the Benchmark Oil Futures Contract                      trading of the Shares of the Funds in all
                                                be disseminated daily to all market                     persists past the trading day in which it               trading sessions and to deter and detect
                                                participants at the same time. The                      occurred, the Exchange will halt trading                violations of Exchange rules and federal
                                                Exchange will make available on its                     no later than the beginning of the                      securities laws applicable to trading on
                                                Web site daily trading volume of each                   trading day following the interruption.                 the Exchange.
                                                of the Shares, closing prices of such                   In addition, if the Exchange becomes                       The surveillances referred to above
                                                Shares, and number of Shares                            aware that the NAV with respect to the                  generally focus on detecting securities
                                                outstanding. The intraday, closing                      Shares is not disseminated to all market                trading outside their normal patterns,
                                                prices, and settlement prices of the Oil                participants at the same time, it will halt             which could be indicative of
                                                Futures Contracts will be readily                       trading in the Shares until such time as                manipulative or other violative activity.
                                                available from the applicable futures                   the NAV is available to all market                      When such situations are detected,
                                                exchange Web sites, automated                           participants.                                           surveillance analysis follows and
                                                quotation systems, published or other                                                                           investigations are opened, where
                                                public sources, or major market data                    Trading Rules                                           appropriate, to review the behavior of
                                                vendors.                                                  The Exchange deems the Shares to be                   all relevant parties for all relevant
                                                   Complete real-time data for the Oil                  equity securities, thus rendering trading               trading violations.
                                                Futures Contracts is available by                                                                                  The Exchange or FINRA, on behalf of
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                                                                                                        in the Shares subject to the Exchange’s
                                                subscription through on-line                            existing rules governing the trading of                 the Exchange, or both, will
                                                information services. ICE Futures U.S.                  equity securities. Shares will trade on
                                                and NYMEX also provide delayed                          the NYSE Arca Marketplace from 4 a.m.                     10 17 CFR 240.10A–3.
                                                                                                                                                                  11 FINRA   conducts cross-market surveillances on
                                                futures information on current and past                 to 8 p.m. E.T. in accordance with NYSE
                                                                                                                                                                behalf of the Exchange pursuant to a regulatory
                                                trading sessions and market news free of                Arca Equities Rule 7.34 (Early, Core,                   services agreement. The Exchange is responsible for
                                                charge on their respective Web sites.                                                                           FINRA’s performance under this regulatory services
                                                Quotation and last-sale information                       9 See   NYSE Arca Equities Rule 7.12.                 agreement.



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                                                                            Federal Register / Vol. 82, No. 7 / Wednesday, January 11, 2017 / Notices                                                3371

                                                communicate as needed regarding                         redemptions of Shares in Creation                        be listed and traded on the Exchange
                                                trading in the Shares and certain Oil                   Baskets and Redemption Baskets (and                      pursuant to the initial and continued
                                                Futures Contracts with other markets                    that Shares are not individually                         listing criteria in NYSE Arca Equities
                                                and other entities that are members of                  redeemable); (3) NYSE Arca Equities                      Rule 8.200. The Exchange has in place
                                                the ISG, and the Exchange or FINRA, on                  Rule 9.2(a), which imposes a duty of                     surveillance procedures that are
                                                behalf of the Exchange, or both, may                    due diligence on its ETP Holders to                      adequate to properly monitor trading in
                                                obtain trading information regarding                    learn the essential facts relating to every              the Shares of the Funds in all trading
                                                trading in the Shares and certain Oil                   customer prior to trading the Shares; (4)                sessions and to deter and detect
                                                Futures Contracts from such markets                     how information regarding the IFV is                     violations of Exchange rules and
                                                and other entities. In addition, the                    disseminated; (5) that a static IFV will                 applicable federal securities laws. The
                                                Exchange may obtain information                         be disseminated, between the close of                    Exchange or FINRA, on behalf of the
                                                regarding trading in the Shares and                     trading on the CME and the close of the                  Exchange, or both, will communicate as
                                                certain Oil Futures Contracts from                      NYSE Arca Core Trading Session; (6)                      needed regarding trading in the Shares,
                                                markets and other entities that are                     the requirement that ETP Holders                         and certain Oil Futures Contracts with
                                                members of ISG or with which the                        deliver a prospectus to investors                        other markets and other entities that are
                                                Exchange has in place a comprehensive                   purchasing newly issued Shares prior to                  members of the ISG, and the Exchange
                                                surveillance sharing agreement                          or concurrently with the confirmation of                 or FINRA, on behalf of the Exchange, or
                                                (‘‘CSSA’’).12                                           a transaction; and (7) trading                           both, may obtain trading information
                                                   Not more than 10% of the net assets                  information.                                             regarding trading in the Shares and
                                                of a Fund in the aggregate invested in                     In addition, the Information Bulletin                 certain Oil Futures Contracts from such
                                                futures contracts shall consist of futures              will advise ETP Holders, prior to the                    markets and other entities. In addition,
                                                contracts whose principal market is not                 commencement of trading, of the                          the Exchange may obtain information
                                                a member of the ISG or is a market with                 prospectus delivery requirements                         regarding trading in the Shares and
                                                which the Exchange does not have a                      applicable to a Fund. The Exchange                       certain Oil Futures Contracts from
                                                comprehensive surveillance sharing                      notes that investors purchasing Shares                   markets and other entities that are
                                                agreement.                                              directly from a Fund will receive a                      members of ISG or with which the
                                                   In addition, the Exchange also has a                 prospectus. ETP Holders purchasing                       Exchange has in place a comprehensive
                                                general policy prohibiting the                          Shares from a Fund for resale to                         surveillance sharing agreement. Not
                                                distribution of material, non-public                    investors will deliver a prospectus to                   more than 10% of the net assets of a
                                                information by its employees.                           such investors. The Information Bulletin                 Fund in the aggregate invested in
                                                   All statements and representations                   will also discuss any exemptive, no-                     futures contracts shall consist of futures
                                                made in this filing regarding (a) the                   action, and interpretive relief granted by               contracts whose principal market is not
                                                description of the portfolios, or (b)                   the Commission from any rules under                      a member of the ISG or is a market with
                                                limitations on portfolio holdings or                    the Act. In addition, the Information                    which the Exchange does not have a
                                                reference assets shall constitute                       Bulletin will reference that a Fund is
                                                continued listing requirements for                                                                               comprehensive surveillance sharing
                                                                                                        subject to various fees and expenses                     agreement. The Exchange will make
                                                listing the Shares on the Exchange.                     described in the Registration Statement.
                                                   The issuer has represented to the                                                                             available on its Web site daily trading
                                                                                                        The Information Bulletin will also                       volume of each of the Shares, closing
                                                Exchange that it will advise the                        reference that the CFTC has regulatory
                                                Exchange of any failure by a Fund to                                                                             prices of such Shares, and number of
                                                                                                        jurisdiction over the trading of Oil                     Shares outstanding. The intraday,
                                                comply with the continued listing                       Futures Contracts traded on U.S.
                                                requirements, and, pursuant to its                                                                               closing prices, and settlement prices of
                                                                                                        markets.                                                 the Oil Futures Contracts will be readily
                                                obligations under Section 19(g)(1) of the                  The Information Bulletin will also
                                                Act, the Exchange will monitor for                                                                               available from the applicable exchange
                                                                                                        disclose the trading hours of the Shares
                                                compliance with the continued listing                                                                            Web site, automated quotation systems,
                                                                                                        and that the NAV for the Shares will be
                                                requirements. If a Fund is not in                                                                                published or other public sources, or
                                                                                                        calculated after 4:00 p.m. E.T. each
                                                compliance with the applicable listing                                                                           on-line information services.
                                                                                                        trading day. The Information Bulletin
                                                requirements, the Exchange will                         will disclose that information about the                    Complete real-time data for the Oil
                                                commence delisting procedures under                     Shares will be publicly available on the                 Futures Contracts is available by
                                                NYSE Arca Equities Rule 5.5(m).                         Funds’ Web site.                                         subscription from on-line information
                                                                                                                                                                 services. ICE Futures U.S. and NYMEX
                                                Information Bulletin                                    2. Statutory Basis                                       also provide delayed futures
                                                   Prior to the commencement of                            The basis under the Act for this                      information on current and past trading
                                                trading, the Exchange will inform its                   proposed rule change is the requirement                  sessions and market news free of charge
                                                ETP Holders in an Information Bulletin                  under Section 6(b)(5) 13 that an                         on their Web sites. Information
                                                of the special characteristics and risks                exchange have rules that are designed to                 regarding exchange-traded cash-settled
                                                associated with trading the Shares.                     prevent fraudulent and manipulative                      options and cleared swap contracts will
                                                Specifically, the Information Bulletin                  acts and practices, to promote just and                  be available from the applicable
                                                will discuss the following: (1) The risks               equitable principles of trade, to remove                 exchanges and major market data
                                                involved in trading the Shares during                   impediments to, and perfect the                          vendors. Quotation and last-sale
                                                the Opening and Late Trading Sessions                   mechanism of a free and open market                      information regarding the Shares will be
                                                when an updated IFV will not be                                                                                  disseminated through the facilities of
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                                                                                                        and, in general, to protect investors and
                                                calculated or publicly disseminated; (2)                the public interest.                                     the CTA. In addition, the Funds’ Web
                                                the procedures for purchases and                           The Exchange believes that the                        site, will display the applicable end of
                                                                                                        proposed rule change is designed to                      day closing NAV. Each Fund’s total
                                                  12 For a list of the current members of ISG, see
                                                                                                        prevent fraudulent and manipulative                      portfolio composition will be disclosed
                                                www.isgportal.org. The Exchange notes that not all
                                                components of the Funds may trade on markets that       acts and practices in that the Shares will               each business day that the NYSE Arca
                                                are members of ISG or with which the Exchange has                                                                is open for trading, on the Funds’ Web
                                                in place a CSSA,                                          13 15   U.S.C. 78f(b)(5).                              site. The Web site disclosure of portfolio


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                                                3372                        Federal Register / Vol. 82, No. 7 / Wednesday, January 11, 2017 / Notices

                                                holdings will be made daily and will                    designate if it finds such longer period               available publicly. All submissions
                                                include, as applicable, (i) the composite               to be appropriate and publishes its                    should refer to File Number SR–
                                                value of the total portfolio, (ii) the name,            reasons for so finding or (ii) as to which             NYSEArca–2016–173 and should be
                                                percentage weighting, and value of each                 the self-regulatory organization                       submitted on or before February 1, 2017.
                                                Benchmark Oil Futures Contract, (iii)                   consents, the Commission will: (a) By
                                                                                                                                                                 For the Commission, by the Division of
                                                the name and value of each Treasury                     order approve or disapprove such
                                                                                                                                                               Trading and Markets, pursuant to delegated
                                                security and cash equivalent, and (iv)                  proposed rule change; or (b) institute
                                                                                                                                                               authority.14
                                                the amount of cash held in each Fund’s                  proceedings to determine whether the
                                                portfolio.                                              proposed rule change should be                         Eduardo A. Aleman,
                                                   Moreover, prior to the commencement                  disapproved.                                           Assistant Secretary.
                                                of trading, the Exchange will inform its                                                                       [FR Doc. 2017–00366 Filed 1–10–17; 8:45 am]
                                                                                                        IV. Solicitation of Comments
                                                Equity Trading Permit Holders in an                                                                            BILLING CODE 8011–01–P
                                                Information Bulletin of the special                       Interested persons are invited to
                                                characteristics and risks associated with               submit written data, views, and
                                                trading the Shares. Trading in Shares of                arguments concerning the foregoing,                    SECURITIES AND EXCHANGE
                                                a Fund will be halted if the circuit                    including whether the proposed rule                    COMMISSION
                                                breaker parameters in NYSE Arca                         change is consistent with the Act.
                                                Equities Rule 7.12 have been reached or                 Comments may be submitted by any of
                                                                                                        the following methods:                                 [Release No. 34–79746; File No. SR–DTC–
                                                because of market conditions or for                                                                            2016–014]
                                                reasons that, in the view of the                        Electronic Comments
                                                Exchange, make trading in the Shares                                                                           Self-Regulatory Organizations; The
                                                inadvisable.                                               • Use the Commission’s Internet
                                                                                                        comment form (http://www.sec.gov/                      Depository Trust Company; Notice of
                                                   The proposed rule change is designed                                                                        Filing and Immediate Effectiveness of
                                                to perfect the mechanism of a free and                  rules/sro.shtml); or
                                                                                                           • Send an email to rule-comments@                   Proposed Rule Change, as Modified by
                                                open market and, in general, to protect
                                                                                                        sec.gov. Please include File Number SR–                Amendment No. 1, Regarding the
                                                investors and the public interest in that
                                                                                                        NYSEArca–2016–173 on the subject                       Update of Its Corporate Action Service
                                                it will facilitate the listing and trading
                                                                                                        line.                                                  for the Processing of Redemptions
                                                of additional types of Trust Issued
                                                Receipts based on oil prices that will                  Paper Comments                                         Events and the Transition to
                                                enhance competition among market                                                                               International Organization for
                                                                                                           • Send paper comments in triplicate                 Standardization 20022 Messaging for
                                                participants, to the benefit of investors               to Secretary, Securities and Exchange
                                                and the marketplace. As noted above,                                                                           Corporate Action Announcements
                                                                                                        Commission, 100 F Street NE.,
                                                the Exchange has in place surveillance                  Washington, DC 20549–1090.                             January 5, 2017.
                                                procedures that are adequate to properly                All submissions should refer to File
                                                monitor trading in the Shares in all                                                                              Pursuant to Section 19(b)(1) 1 of the
                                                                                                        Number SR–NYSEArca–2016–173. This
                                                trading sessions and to deter and detect                                                                       Securities Exchange Act of 1934 (‘‘Act’’)
                                                                                                        file number should be included on the
                                                violations of Exchange rules and                                                                               and Rule 19b–4 2 thereunder, notice is
                                                                                                        subject line if email is used. To help the
                                                applicable federal securities laws.                     Commission process and review your                     hereby given that on December 22, 2016,
                                                                                                        comments more efficiently, please use                  The Depository Trust Company (‘‘DTC’’)
                                                B. Self-Regulatory Organization’s
                                                Statement on Burden on Competition                      only one method. The Commission will                   filed with the Securities and Exchange
                                                                                                        post all comments on the Commission’s                  Commission (‘‘Commission’’) the
                                                  The Exchange does not believe that                                                                           proposed rule change as described in
                                                the proposed rule change will impose                    Internet Web site (http://www.sec.gov/
                                                                                                        rules/sro.shtml). Copies of the                        Items I, II and III below, which Items
                                                any burden on competition that is not                                                                          have been prepared by DTC. DTC filed
                                                necessary or appropriate in furtherance                 submission, all subsequent
                                                                                                        amendments, all written statements                     the proposed rule change pursuant to
                                                of the purpose of the Act. The Exchange
                                                                                                        with respect to the proposed rule                      Section 19(b)(3)(A) of the Act 3 and Rule
                                                notes that the proposed rule change will
                                                                                                        change that are filed with the                         19b–4(f)(4) thereunder.4 On January 4,
                                                facilitate the listing and trading of
                                                additional types of Trust Issued                        Commission, and all written                            2017, DTC filed Amendment No. 1 to
                                                Receipts based on oil prices and that                   communications relating to the                         the proposed rule change.5 The
                                                will enhance competition among market                   proposed rule change between the                       proposed rule change was effective
                                                participants, to the benefit of investors               Commission and any person, other than                  upon filing with the Commission. The
                                                and the marketplace.                                    those that may be withheld from the                    Commission is publishing this notice to
                                                                                                        public in accordance with the                          solicit comments on the proposed rule
                                                C. Self-Regulatory Organization’s                       provisions of 5 U.S.C. 552, will be                    change, as modified by Amendment No.
                                                Statement on Comments on the                            available for Web site viewing and                     1, from interested persons.
                                                Proposed Rule Change Received From                      printing in the Commission’s Public
                                                Members, Participants, or Others                        Reference Room, 100 F Street NE.,
                                                  No written comments were solicited                    Washington, DC 20549, on official
                                                or received with respect to the proposed                business days between the hours of                       14 17 CFR 200.30–3(a)(12).
                                                rule change.                                            10:00 a.m. and 3:00 p.m. Copies of such                  1 15 U.S.C. 78s(b)(1).
                                                                                                        filing will also be available for
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                                                III. Date of Effectiveness of the                       inspection and copying at the principal
                                                                                                                                                                 2 17 CFR 240.19b–4.

                                                                                                                                                                 3 15 U.S.C. 78s(b)(3)(A).
                                                Proposed Rule Change and Timing for                     office of the Exchange. All comments                     4 17 CFR 240.19b–4(f)(4).
                                                Commission Action                                       received will be posted without change;                  5 In Amendment No. 1, DTC modified the
                                                   Within 45 days of the date of                        the Commission does not edit personal                  Implementation Date section to correctly describe
                                                publication of this notice in the Federal               identifying information from                           the effective date of the filing as January 1, 2017.
                                                Register or within such longer period                   submissions. You should submit only                    DTC did not propose any other changes to the filing
                                                up to 90 days (i) as the Commission may                 information that you wish to make                      in Amendment No. 1.



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Document Created: 2018-02-01 14:59:22
Document Modified: 2018-02-01 14:59:22
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation82 FR 3366 

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