82_FR_9644 82 FR 9620 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to the Listing and Trading of Shares of the ProShares UltraPro 3x Crude Oil ETF and ProShares UltraPro 3x Short Crude Oil ETF Under NYSE Arca Equities Rule 8.200

82 FR 9620 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to the Listing and Trading of Shares of the ProShares UltraPro 3x Crude Oil ETF and ProShares UltraPro 3x Short Crude Oil ETF Under NYSE Arca Equities Rule 8.200

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 24 (February 7, 2017)

Page Range9620-9625
FR Document2017-02445

Federal Register, Volume 82 Issue 24 (Tuesday, February 7, 2017) 
[Federal Register Volume 82, Number 24 (Tuesday, February 7, 2017)]
[Notices]
[Pages 9620-9625]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-02445]



[[Page 9620]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79917; File No. SR-NYSEArca-2017-07]


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

February 1, 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 January 26, 2017, 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''): ProShares UltraPro 3x Crude Oil ETF and ProShares UltraPro 
3x Short Crude Oil ETF. 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: ProShares 
UltraPro 3x Crude Oil ETF and ProShares UltraPro 3x Short Crude Oil ETF 
(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 ProShares Trust II (the ``Trust''), a 
Delaware statutory trust.\5\ The Trust and the Funds are managed and 
controlled by ProShare Capital Management LLC (``ProShare Capital''). 
ProShare Capital 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. On 
December 9, 2016, 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 Funds (File No. 333-
214904) (the ``Registration Statement''). The description of the 
operation of the Trust and the Funds herein is based, in part, on 
the Registration Statement.
    \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'') is responsible for holding and 
safekeeping the Funds' investment assets and cash and/or cash 
equivalents pursuant to a custodial agreement. The Custodian 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. In its capacity as Distributor for the 
Funds, SEI Investments Distribution Co. (the ``Distributor'') performs 
functions and duties relating to distribution and marketing.
ProShares UltraPro 3x Crude Oil ETF
    According to the Registration Statement, the investment objective 
of the Fund is to seek, on a daily basis, investment results that 
correspond (before fees and expenses) to three times (3x) the 
performance of the Bloomberg WTI Crude Oil Subindex\SM\ (the 
``Benchmark'').\7\ The Fund does not seek to achieve its investment 
objective over a period greater than a single trading day.\8\ The 
Benchmark is intended to reflect the performance of crude oil as 
measured by the price of futures contracts of West Texas Intermediate 
sweet, light crude oil traded on the New York Mercantile Exchange (the 
``NYMEX'', which is part of the CME Group, Inc. (``CME'')), including 
the impact of rolling, without regard to income earned on cash 
positions.
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    \7\ According to the Registration Statement, the Bloomberg WTI 
Crude Oil Subindex\SM\ is a ``rolling index,'' which means that the 
Index performance includes the impact of closing out futures 
contracts that are nearing expiration and replacing them with 
futures contracts with later expirations. This process is commonly 
referred to as ``rolling.''
    \8\ According to the Registration Statement, the return of a 
Fund for a period longer than a single trading day is the result of 
its return for each day compounded over the period and thus will 
usually differ from a Fund's multiple times the return of the 
Benchmark for the same period.
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ProShares UltraPro 3x Short Crude Oil ETF
    According to the Registration Statement, the investment objective 
of the Fund is to seek, on a daily basis, investment results that 
correspond (before fees and expenses) to three times (3x) the inverse 
of the performance of the Benchmark. The Fund does not seek to achieve 
its investment objective over a period greater than a single trading 
day.
Investment Strategies of the Funds
    In seeking to achieve the Funds' investment objectives, ProShare 
Capital will utilize a mathematical approach to determine the type, 
quantity and mix of investment positions that ProShare Capital 
believes, in combination, should produce daily returns consistent with 
the Funds' respective objectives. ProShare Capital would rely on a pre-
determined model to generate orders that result in repositioning the 
Funds'

[[Page 9621]]

investments in accordance with their respective investment objectives.
    Each Fund will seek to achieve its respective investment objective 
by investing, under normal market conditions,\9\ substantially all of 
its assets in futures contracts for West Texas Intermediate sweet, 
light crude oil traded on the NYMEX, ICE Futures U.S. or other U.S. 
exchanges and listed options on such contracts (together, the ``Futures 
Contracts''). The Funds will not invest directly in oil. A Fund's 
investments in Futures Contracts will be used to produce economically 
``leveraged'' or ``inverse leveraged'' investment in a manner 
consistent with the respective Fund's investment objective.
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    \9\ The term ``normal market conditions'' includes, but is not 
limited to, the absence of trading halts in the applicable financial 
markets generally; operational issues (e.g., systems failure) 
causing dissemination of inaccurate market information; or force 
majeure type events such as natural or manmade disaster, act of God, 
armed conflict, act of terrorism, riot or labor disruption or any 
similar intervening circumstance.
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    In the event position, price or accountability limits are reached 
with respect to Futures Contracts,\10\ each Fund may obtain exposure to 
the Benchmark through investment in swap transactions and forward 
contracts referencing such Benchmark (the ``Financial Instruments''). 
To the extent that a Fund invests in Financial Instruments, it would 
first make use of exchange-traded Financial Instruments, if available. 
If an investment in exchange-traded Financial Instruments is 
unavailable, then a Fund would invest in Financial Instruments that 
clear through derivatives clearing organizations that satisfy the 
Trust's criteria, if available. If an investment in cleared Financial 
Instruments is unavailable, then a Fund would invest in other Financial 
Instruments, including uncleared Financial Instruments in the over-the-
counter (``OTC'') market. The Funds may also invest in Financial 
Instruments if the market for a specific Futures Contract experiences 
emergencies (e.g., natural disaster, terrorist attack or an act of God) 
or disruptions (e.g., a trading halt) that prevent or make it 
impractical for a Fund to obtain the appropriate amount of investment 
exposure using Futures Contracts.
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    \10\ According to the Registration Statements, designated 
contract markets, such as the NYMEX and ICE Futures U.S., have 
established accountability levels and position limits on the maximum 
net long or net short Futures Contracts in commodity interests that 
any person or group of persons under common trading control (other 
than as a hedge, which an investment by a Fund is not) may hold, own 
or control. These levels and position limits apply to the Futures 
Contracts that each Fund would invest in to meet its investment 
objective. In addition to accountability levels and position limits, 
NYMEX and ICE Futures U.S. also set price fluctuation limits on 
Futures Contracts. The price fluctuation limit establishes the 
amount that the price of a Futures Contract may vary either up or 
down from the previous day's settlement price.
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    Although each Fund, under normal market conditions, will invest 
substantially all of its assets in Futures Contracts, each Fund will 
also hold cash or cash equivalents, such as U.S. Treasury securities or 
other high credit quality, short-term fixed-income or similar 
securities (such as shares of money market funds and collateralized 
repurchase agreements) pending investment in Futures Contracts or 
Financial Instruments as collateral for the Funds' investments.
    The Funds do not intend to hold Futures Contracts through 
expiration, but instead intend to ``roll'' their respective positions. 
When the market for these contracts is such that the prices are higher 
in the more distant delivery months than in the nearer delivery months, 
the sale during the course of the ``rolling process'' of the more 
nearby contract would take place at a price that is lower than the 
price of the more distant contract. This pattern of higher futures 
prices for longer expiration Futures Contracts is referred to as 
``contango.'' Alternatively, when the market for these contracts is 
such that the prices are higher in the nearer months than in the more 
distant months, the sale during the course of the ``rolling process'' 
of the more nearby contract would take place at a price that is higher 
than the price of the more distant contract. This pattern of higher 
futures prices for shorter expiration futures contracts is referred to 
as ``backwardation.'' The presence of contango in certain futures 
contracts at the time of rolling could adversely affect a Fund with 
long positions, and positively affect a Fund with short positions. 
Similarly, the presence of backwardation in certain futures contracts 
at the time of rolling such contracts could adversely affect a Fund 
with short positions and positively affect a Fund with long positions.
    The Funds do not expect to have exposure to Futures Contracts and 
Financial Instruments greater than three times (3x) the Funds' net 
assets. Thus, the maximum margin held at a Future Commission Merchant 
would not exceed three times the margin requirement for either Fund.
Net Asset Value (``NAV'')
    According to the Registration Statement, a 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.
    Each Fund's NAV will be calculated on each day other than a day 
when the Exchange is closed for regular trading. The Funds will compute 
their NAVs at 2:30 p.m. Eastern Time (``E.T.''), which is the 
designated closing time of the crude oil futures market on NYMEX, or an 
earlier time as set forth on www.ProShares.com, if necessitated by the 
New York Stock Exchange LLC (``NYSE''), the Exchange or other exchange 
material to the valuation or operation of such Fund closing early. Each 
Fund's NAV is calculated only once each trading day.
    Futures Contracts traded on a U.S. exchange are calculated at their 
then current market value, which is based upon the settlement price or 
the last traded price before the NAV time, for that particular Futures 
Contract traded on the applicable U.S. exchange on the date with 
respect to which the NAV is being determined. If a Futures Contract 
traded on a U.S. exchange could not be liquidated on such day, due to 
the operation of daily limits or other rules of the exchange upon which 
that position is traded or otherwise, ProShare Capital may choose to 
determine a fair value price as the basis for determining the market 
value of such position for such day. Such fair value prices would 
generally be determined based on available inputs about the current 
value of the Futures Contracts and would be based on principles that 
ProShare Capital deems fair and equitable so long as such principles 
are consistent with normal industry standards. Money market instruments 
will be priced for NAV purposes at amortized cost.
    In calculating the NAV of a Fund, the settlement value of a Fund's 
non-exchange traded Financial Instruments will be determined by 
applying the closing price level of the Benchmark to the terms of such 
Financial Instruments. However, in the event that the Benchmark is not 
being priced due to the operation of daily limits or otherwise, 
ProShare Capital may choose to fair value a Fund's non-exchange traded 
Financial Instruments for purposes of the NAV calculation. Such fair 
value prices would generally be determined based on available inputs 
about the current value of the underlying Benchmark and would be based 
on principles that ProShare Capital deems fair and equitable so long as 
such principles are consistent with normal industry standards.
    Cash and cash equivalents will be valued based on price quotations 
or other indications of value provided by

[[Page 9622]]

a third party pricing service. Fixed-income securities with sixty days 
or less remaining maturity may be valued using the amortized cost 
method.
Indicative Fund Value
    In order to provide updated information relating to a Fund for use 
by investors and market professionals, the Exchange will calculate 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 throughout the Core Trading Session of 9:30 a.m. E.T. to 4:00 
p.m. E.T. changes in the value of the investments held by a Fund.
Creation and Redemption of Shares
    According to the Registration Statement, each Fund intends to 
create and redeem Shares in one or more ``Creation Units'' of 50,000 
Shares each. A creation transaction generally takes place when an 
Authorized Participant deposits a specified amount of cash in exchange 
for a specified number of Creation Units. Similarly, Shares generally 
may be redeemed only in Creation Units, for cash. The prices at which 
creations and redemptions occur are based on the next calculation of 
the NAV after an order is received.
    ``Authorized Participants'' will be the only persons that may place 
orders to create and redeem Creation Units. An Authorized Participant 
is an entity that has entered into an Authorized Participant Agreement 
with the Trust and ProShare Capital.
Creation Procedures
    On any ``Business Day'', an Authorized Participant may place an 
order with the Distributor to create one or more Creation Units. For 
purposes of processing both purchase and redemption orders, a 
``Business Day'' for each Fund means any day on which the NAV of such 
Fund is determined. Purchase orders for Creation Units must be placed 
by 2:00 p.m. E.T. or earlier if NYSE Arca or other exchange material to 
the valuation or operation of such Fund closes before the cut-off time. 
The day on which the Distributor receives a valid purchase order is 
referred to as the purchase order date. If the purchase order is 
received after the applicable cut-off time, the purchase order date 
will be the next Business Day. Purchase orders are irrevocable.
    By placing a purchase order, an Authorized Participant generally 
agrees to deposit cash with the Custodian.
Redemption Procedures
    According to the Registration Statement, the procedures by which an 
Authorized Participant can redeem one or more Creation Units will 
mirror the procedures for the creation of Creation Units. On any 
Business Day, an Authorized Participant may place an order with the 
Distributor to redeem one or more Creation Units.
    The redemption procedures allow Authorized Participants to redeem 
Creation Units. Individual shareholders may not redeem directly from a 
Fund. By placing a redemption order, an Authorized Participant agrees 
to deliver the Creation Units to be redeemed through DTC's book entry 
system to the applicable Fund not later than noon E.T. on the first 
Business Day immediately following the redemption order date (T+1). 
ProShare Capital can extend the deadline for a Fund to receive the 
Creation Units required for settlement up to the third Business Day 
following the redemption order date (T+3).
    Upon request of an Authorized Participant made at the time of a 
redemption order, ProShare Capital may determine, in addition to 
delivering redemption proceeds, to transfer futures contracts to the 
Authorized Participant pursuant to an exchange of futures contract for 
related position (``EFCRP'') or to a block trade sale of futures 
contracts to the Authorized Participant.
Determination of Redemption Distribution
    The redemption proceeds from a Fund will consist of the cash 
redemption amount and, if permitted by ProShare Capital with respect to 
a Fund, an EFCRP or block trade with the relevant Fund as described 
above. The redemption amount is equal to the NAV of the number of 
Creation Unit(s) of such Fund requested in the Authorized Participant's 
redemption order as of the time of the calculation of such Fund's NAV 
on the redemption order date.
Availability of Information
    The NAV for the Funds' Shares will be disseminated daily to all 
market participants at the same time. The intraday, closing prices, and 
settlement prices of the 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 Futures Contracts is available by 
subscription through on-line information services. ICE Futures U.S. and 
NYMEX also provide delayed futures and options on futures information 
on current and past trading sessions and market news free of charge on 
their respective Web sites. The specific contract specifications for 
Futures Contracts are also available on such Web sites, as well as 
other financial informational sources. Quotation and last-sale 
information regarding the Shares will be disseminated through the 
facilities of the Consolidated Tape Association (``CTA''). Quotation 
information for cash equivalents, OTC swaps and forward contracts may 
be obtained from brokers and dealers who make markets in such 
instruments. Quotation information for exchange-traded swaps will be 
available from the applicable exchange and major market vendors. Intra-
day price and closing price level information for the Benchmark will be 
available from major market data vendors. The IFV will be available 
through on-line information services.
    In addition, the Funds' Web site, www.ProShares.com, will display 
the applicable end of day closing NAV. The daily holdings of each Fund 
will be available on the Funds' Web site before 9:30 a.m. E.T. 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 the Futures Contracts 
and Financial Instruments, (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. The spot price of oil also is available on a 24-hour basis from 
major market data vendors.
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.\11\ 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 inadvisable.
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    \11\ See NYSE Arca Equities Rule 7.12.
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    The Exchange may halt trading during the day in which an 
interruption to the dissemination of the IFV or the value of the 
Benchmark occurs. If the interruption to the dissemination of the IFV, 
the value of the Benchmark persists past the trading day in which it 
occurred, the Exchange will halt trading no later than the beginning of 
the

[[Page 9623]]

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 continued listing, each Fund will be in compliance with 
Rule 10A-3 \12\ under the Act, as provided by NYSE Arca Equities Rule 
5.3. A minimum of 100,000 Shares of each Fund will be outstanding at 
the commencement of trading on the Exchange.
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    \12\ 17 CFR 240.10A-3.
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Surveillance
    The Exchange represents that trading in the Shares of each Fund 
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.\13\ The Exchange represents that 
these procedures are adequate to properly monitor Exchange trading of 
the Shares in all trading sessions and to deter and detect violations 
of Exchange rules and federal securities laws applicable to trading on 
the Exchange.
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    \13\ 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.
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    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 
communicate as needed regarding trading in the Shares and certain 
Futures Contracts with other markets and other entities that are 
members of the Intermarket Surveillance Group (``ISG''), and the 
Exchange or FINRA, on behalf of the Exchange, or both, may obtain 
trading information regarding trading in the Shares and certain Futures 
Contracts from such markets and other entities. In addition, the 
Exchange may obtain information regarding trading in the Shares and 
certain 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'').\14\
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    \14\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of a 
Fund may trade on markets that are members of ISG or with which the 
Exchange has in place a CSSA.
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    Not more than 10% of the net assets of a Fund in the aggregate 
invested in Futures Contracts shall consist of Futures Contracts whose 
principal market is not a member of the ISG or is a market with which 
the Exchange does not have a CSSA.
    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 of the Funds or Benchmark, and 
(b) limitations on portfolio Benchmark 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 the Funds 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 Early 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 Units 
(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 ICE Futures U.S. and NYMEX 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.
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders of the suitability requirements of NYSE Arca Equities Rule 
9.2(a) in an Information Bulletin. Specifically, ETP Holders will be 
reminded in the Information Bulletin that, in recommending transactions 
in the Shares, they must have a reasonable basis to believe that (1) 
the recommendation is suitable for a customer given reasonable inquiry 
concerning the customer's investment objectives, financial situation, 
needs, and any other information known by such ETP Holder, and (2) the 
customer can evaluate the special characteristics, and is able to bear 
the financial risks, of an investment in the Shares. In connection with 
the suitability obligation, the Information Bulletin will also provide 
that ETP Holders must make reasonable efforts to obtain the following 
information: (1) The customer's financial status; (2) the customer's 
tax status; (3) the customer's investment objectives; and (4) such 
other information used or considered to be reasonable by such ETP 
Holder or registered representative in making recommendations to the 
customer.
    Further, the Exchange states that FINRA has implemented increased 
sales

[[Page 9624]]

practice and customer margin requirements for FINRA members applicable 
to inverse, leveraged and inverse leveraged securities (which include 
the Shares) and options on such securities, as described in FINRA 
Regulatory Notices 09-31 (June 2009), 09-53 (August 2009), and 09-65 
(November 2009) (collectively, ``FINRA Regulatory Notices''). ETP 
Holders that carry customer accounts will be required to follow the 
FINRA guidance set forth in these notices. As noted above, each Fund 
will seek, on a daily basis, investment results that correspond (before 
fees and expenses) to 3x, or -3x, respectively, the performance of the 
Benchmark). Over a period of time in excess of one day, the cumulative 
percentage increase or decrease in the NAV of the Shares of a Fund may 
diverge significantly from a multiple or inverse multiple of the 
cumulative percentage decrease or increase in the relevant benchmark 
due to a compounding effect.
    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 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 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 
2:30 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) \15\ 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.
---------------------------------------------------------------------------

    \15\ 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 and to protect 
investors and the public interest 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 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 
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 Futures Contracts from such markets and other 
entities. In addition, the Exchange may obtain information regarding 
trading in the Shares and certain Futures Contracts from markets and 
other entities 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 CSSA. The intraday, 
closing prices, and settlement prices of the Futures Contracts will be 
readily available from the applicable futures exchange Web sites, 
automated quotation systems, published or other public sources, major 
market data vendors or on-line information services.
    Complete real-time data for the 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 the Funds' Web site. 
The specific contract specifications for Futures Contracts are also 
available on such Web sites, as well as other financial informational 
sources. Information regarding options will be available from the 
applicable exchanges or 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 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 the 
Futures Contracts and Financial Instruments, (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 and of the suitability requirements of NYSE Arca Equities Rule 
9.2(a). The Information Bulletin will advise ETP Holders, prior to the 
commencement of trading, of the prospectus delivery requirements 
applicable to a Fund. 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 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 2:30 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.
    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

[[Page 9625]]

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-2017-07 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-2017-07. 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-2017-07 and should 
be submitted on or before February 28, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
---------------------------------------------------------------------------

    \16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-02445 Filed 2-6-17; 8:45 am]
BILLING CODE 8011-01-P

9620 Federal Register / Vol. 82, No. 24 / Tuesday, February 7, 2017 / Notices SECURITIES AND EXCHANGE A. Self-Regulatory Organization’s administrative and accounting services COMMISSION Statement of the Purpose of, and the for the Funds and prepares certain Statutory Basis for, the Proposed Rule Commission, NFA and CFTC reports on [Release No. 34–79917; File No. SR– Change behalf of the Funds. In its capacity as NYSEArca–2017–07] 1. Purpose Distributor for the Funds, SEI Investments Distribution Co. (the Self-Regulatory Organizations; NYSE The Exchange proposes to list and ‘‘Distributor’’) performs functions and Arca, Inc.; Notice of Filing of Proposed trade shares (‘‘Shares’’) of the following duties relating to distribution and Rule Change Relating to the Listing under NYSE Arca Equities Rule 8.200, marketing. and Trading of Shares of the Commentary .02, which governs the listing and trading of Trust Issued ProShares UltraPro 3x Crude Oil ETF ProShares UltraPro 3x Crude Oil ETF and ProShares UltraPro 3x Short Receipts: ProShares UltraPro 3x Crude According to the Registration Crude Oil ETF Under NYSE Arca Oil ETF and ProShares UltraPro 3x Statement, the investment objective of Equities Rule 8.200 Short Crude Oil ETF (each a ‘‘Fund’’ the Fund is to seek, on a daily basis, and, collectively, the ‘‘Funds’’).4 investment results that correspond February 1, 2017. Each Fund is a series of the ProShares (before fees and expenses) to three times Pursuant to Section 19(b)(1) 1 of the Trust II (the ‘‘Trust’’), a Delaware (3x) the performance of the Bloomberg Securities Exchange Act of 1934 (the statutory trust.5 The Trust and the WTI Crude Oil SubindexSM (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 Funds are managed and controlled by ‘‘Benchmark’’).7 The Fund does not seek notice is hereby given that, on January ProShare Capital Management LLC to achieve its investment objective over 26, 2017, NYSE Arca, Inc. (the (‘‘ProShare Capital’’). ProShare Capital a period greater than a single trading ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with is registered as a commodity pool day.8 The Benchmark is intended to operator (‘‘CPO’’) with the Commodity reflect the performance of crude oil as the Securities and Exchange Futures Trading Commission (‘‘CFTC’’) measured by the price of futures Commission (the ‘‘Commission’’) the and is a member of the National Futures contracts of West Texas Intermediate proposed rule change as described in Association (‘‘NFA’’).6 sweet, light crude oil traded on the New Items I and II below, which Items have In its capacity as the Custodian for the been prepared by the self-regulatory York Mercantile Exchange (the Funds, Brown Brothers Harriman & Co. ‘‘NYMEX’’, which is part of the CME organization. The Commission is (the ‘‘Custodian’’) is responsible for publishing this notice to solicit Group, Inc. (‘‘CME’’)), including the holding and safekeeping the Funds’ impact of rolling, without regard to comments on the proposed rule change investment assets and cash and/or cash from interested persons. income earned on cash positions. equivalents pursuant to a custodial I. Self-Regulatory Organization’s agreement. The Custodian is also the ProShares UltraPro 3x Short Crude Oil Statement of the Terms of Substance of registrar and transfer agent for the ETF the Proposed Rule Change Shares. In addition, in its capacity as According to the Registration Administrator for the Funds, Brown Statement, the investment objective of The Exchange proposes to list and Brothers Harriman & Co. (the trade the shares of the following under the Fund is to seek, on a daily basis, ‘‘Administrator’’) performs certain investment results that correspond NYSE Arca Equities Rule 8.200, Commentary .02 (‘‘Trust Issued 4 Commentary .02 to NYSE Arca Equities Rule (before fees and expenses) to three times Receipts’’): ProShares UltraPro 3x Crude 8.200 applies to Trust Issued Receipts that invest (3x) the inverse of the performance of Oil ETF and ProShares UltraPro 3x in ‘‘Financial Instruments.’’ The term ‘‘Financial the Benchmark. The Fund does not seek Short Crude Oil ETF. The proposed rule Instruments,’’ as defined in Commentary .02(b)(4) to to achieve its investment objective over NYSE Arca Equities Rule 8.200, means any a period greater than a single trading change is available on the Exchange’s combination of investments, including cash; Web site at www.nyse.com, at the securities; options on securities and indices; futures day. contracts; options on futures contracts; forward principal office of the Exchange, and at contracts; equity caps, collars, and floors; and swap Investment Strategies of the Funds the Commission’s Public Reference agreements. In seeking to achieve the Funds’ Room. 5 The Trust is registered under the Securities Act investment objectives, ProShare Capital of 1933. On December 9, 2016, the Trust filed with II. Self-Regulatory Organization’s the Commission a registration statement on Form will utilize a mathematical approach to Statement of the Purpose of, and S–1 under the Securities Act of 1933 (15 U.S.C. 77a) determine the type, quantity and mix of Statutory Basis for, the Proposed Rule (‘‘Securities Act’’) relating to the Funds (File No. investment positions that ProShare 333–214904) (the ‘‘Registration Statement’’). The Capital believes, in combination, should Change description of the operation of the Trust and the Funds herein is based, in part, on the Registration produce daily returns consistent with In its filing with the Commission, the Statement. the Funds’ respective objectives. self-regulatory organization included 6 The Commission has previously approved ProShare Capital would rely on a pre- statements concerning the purpose of, listing of Trust Issued Receipts based on oil on the determined model to generate orders and basis for, the proposed rule change American Stock Exchange (now known as NYSE that result in repositioning the Funds’ and discussed any comments it received MKT LLC) and NYSE Arca. See, e.g., Securities Exchange Act Release Nos. 53582 (March 31, 2006), on the proposed rule change. The text 71 FR 17510 (April 6, 2006) (SR–Amex–2005–127) 7 According to the Registration Statement, the of those statements may be examined at (order approving listing and trading of shares of Bloomberg WTI Crude Oil SubindexSM is a ‘‘rolling the places specified in Item IV below. United States Oil Fund, LP); 57188 (January 23, index,’’ which means that the Index performance 2008), 73 FR 5607 (January 30, 2008) (SR–Amex– includes the impact of closing out futures contracts The Exchange has prepared summaries, that are nearing expiration and replacing them with 2007–70) (order approving listing and trading of Lhorne on DSK30JT082PROD with NOTICES set forth in sections A, B, and C below, shares of United States Heating Oil Fund, LP and futures contracts with later expirations. This of the most significant parts of such United States Gasoline Fund, LP); 61881 (April 9, process is commonly referred to as ‘‘rolling.’’ statements. 2010), 75 FR 20028 (April 16, 2010) (SR– 8 According to the Registration Statement, the NYSEArca–2010–14) (order approving listing and return of a Fund for a period longer than a single trading of shares of United States Brent Oil Fund, trading day is the result of its return for each day 1 15 U.S.C. 78s(b)(1). LP); and 62527 (July 19, 2010), 75 FR 43606 (July compounded over the period and thus will usually 2 15 U.S.C. 78a. 26, 2010) (order approving listing and trading of differ from a Fund’s multiple times the return of the 3 17 CFR 240.19b–4. shares of United States Commodity Index Fund). Benchmark for the same period. VerDate Sep<11>2014 14:31 Feb 06, 2017 Jkt 241001 PO 00000 Frm 00062 Fmt 4703 Sfmt 4703 E:\FR\FM\07FEN1.SGM 07FEN1

Federal Register / Vol. 82, No. 24 / Tuesday, February 7, 2017 / Notices 9621 investments in accordance with their or disruptions (e.g., a trading halt) that that total by the total number of respective investment objectives. prevent or make it impractical for a outstanding Shares. Each Fund will seek to achieve its Fund to obtain the appropriate amount Each Fund’s NAV will be calculated respective investment objective by of investment exposure using Futures on each day other than a day when the investing, under normal market Contracts. Exchange is closed for regular trading. conditions,9 substantially all of its Although each Fund, under normal The Funds will compute their NAVs at assets in futures contracts for West market conditions, will invest 2:30 p.m. Eastern Time (‘‘E.T.’’), which Texas Intermediate sweet, light crude substantially all of its assets in Futures is the designated closing time of the oil traded on the NYMEX, ICE Futures Contracts, each Fund will also hold cash crude oil futures market on NYMEX, or U.S. or other U.S. exchanges and listed or cash equivalents, such as U.S. an earlier time as set forth on options on such contracts (together, the Treasury securities or other high credit www.ProShares.com, if necessitated by ‘‘Futures Contracts’’). The Funds will quality, short-term fixed-income or the New York Stock Exchange LLC not invest directly in oil. A Fund’s similar securities (such as shares of (‘‘NYSE’’), the Exchange or other investments in Futures Contracts will be money market funds and collateralized exchange material to the valuation or used to produce economically repurchase agreements) pending operation of such Fund closing early. ‘‘leveraged’’ or ‘‘inverse leveraged’’ investment in Futures Contracts or Each Fund’s NAV is calculated only investment in a manner consistent with Financial Instruments as collateral for once each trading day. the respective Fund’s investment the Funds’ investments. Futures Contracts traded on a U.S. objective. The Funds do not intend to hold exchange are calculated at their then In the event position, price or Futures Contracts through expiration, current market value, which is based accountability limits are reached with but instead intend to ‘‘roll’’ their upon the settlement price or the last respect to Futures Contracts,10 each respective positions. When the market traded price before the NAV time, for Fund may obtain exposure to the for these contracts is such that the that particular Futures Contract traded Benchmark through investment in swap prices are higher in the more distant on the applicable U.S. exchange on the transactions and forward contracts delivery months than in the nearer date with respect to which the NAV is referencing such Benchmark (the delivery months, the sale during the being determined. If a Futures Contract ‘‘Financial Instruments’’). To the extent course of the ‘‘rolling process’’ of the traded on a U.S. exchange could not be that a Fund invests in Financial more nearby contract would take place liquidated on such day, due to the Instruments, it would first make use of at a price that is lower than the price of operation of daily limits or other rules exchange-traded Financial Instruments, the more distant contract. This pattern of the exchange upon which that if available. If an investment in of higher futures prices for longer position is traded or otherwise, exchange-traded Financial Instruments expiration Futures Contracts is referred ProShare Capital may choose to is unavailable, then a Fund would to as ‘‘contango.’’ Alternatively, when determine a fair value price as the basis invest in Financial Instruments that the market for these contracts is such for determining the market value of clear through derivatives clearing that the prices are higher in the nearer such position for such day. Such fair organizations that satisfy the Trust’s months than in the more distant value prices would generally be criteria, if available. If an investment in months, the sale during the course of determined based on available inputs cleared Financial Instruments is the ‘‘rolling process’’ of the more nearby about the current value of the Futures unavailable, then a Fund would invest contract would take place at a price that Contracts and would be based on in other Financial Instruments, is higher than the price of the more principles that ProShare Capital deems including uncleared Financial distant contract. This pattern of higher fair and equitable so long as such Instruments in the over-the-counter futures prices for shorter expiration principles are consistent with normal (‘‘OTC’’) market. The Funds may also futures contracts is referred to as industry standards. Money market invest in Financial Instruments if the ‘‘backwardation.’’ The presence of instruments will be priced for NAV market for a specific Futures Contract contango in certain futures contracts at purposes at amortized cost. experiences emergencies (e.g., natural the time of rolling could adversely affect In calculating the NAV of a Fund, the disaster, terrorist attack or an act of God) a Fund with long positions, and settlement value of a Fund’s non- positively affect a Fund with short exchange traded Financial Instruments 9 The term ‘‘normal market conditions’’ includes, positions. Similarly, the presence of will be determined by applying the but is not limited to, the absence of trading halts backwardation in certain futures closing price level of the Benchmark to in the applicable financial markets generally; operational issues (e.g., systems failure) causing contracts at the time of rolling such the terms of such Financial Instruments. dissemination of inaccurate market information; or contracts could adversely affect a Fund However, in the event that the force majeure type events such as natural or with short positions and positively Benchmark is not being priced due to manmade disaster, act of God, armed conflict, act the operation of daily limits or of terrorism, riot or labor disruption or any similar affect a Fund with long positions. intervening circumstance. The Funds do not expect to have otherwise, ProShare Capital may choose 10 According to the Registration Statements, exposure to Futures Contracts and to fair value a Fund’s non-exchange designated contract markets, such as the NYMEX Financial Instruments greater than three traded Financial Instruments for and ICE Futures U.S., have established times (3x) the Funds’ net assets. Thus, purposes of the NAV calculation. Such accountability levels and position limits on the maximum net long or net short Futures Contracts the maximum margin held at a Future fair value prices would generally be in commodity interests that any person or group of Commission Merchant would not determined based on available inputs persons under common trading control (other than exceed three times the margin about the current value of the as a hedge, which an investment by a Fund is not) requirement for either Fund. underlying Benchmark and would be may hold, own or control. These levels and position Lhorne on DSK30JT082PROD with NOTICES limits apply to the Futures Contracts that each Fund based on principles that ProShare Net Asset Value (‘‘NAV’’) Capital deems fair and equitable so long would invest in to meet its investment objective. In addition to accountability levels and position According to the Registration as such principles are consistent with limits, NYMEX and ICE Futures U.S. also set price Statement, a Fund’s per Share NAV will normal industry standards. fluctuation limits on Futures Contracts. The price fluctuation limit establishes the amount that the be calculated by taking the current Cash and cash equivalents will be price of a Futures Contract may vary either up or market value of its total assets; valued based on price quotations or down from the previous day’s settlement price. subtracting any liabilities; and dividing other indications of value provided by VerDate Sep<11>2014 14:31 Feb 06, 2017 Jkt 241001 PO 00000 Frm 00063 Fmt 4703 Sfmt 4703 E:\FR\FM\07FEN1.SGM 07FEN1

9622 Federal Register / Vol. 82, No. 24 / Tuesday, February 7, 2017 / Notices a third party pricing service. Fixed- Authorized Participant can redeem one specific contract specifications for income securities with sixty days or less or more Creation Units will mirror the Futures Contracts are also available on remaining maturity may be valued using procedures for the creation of Creation such Web sites, as well as other the amortized cost method. Units. On any Business Day, an financial informational sources. Authorized Participant may place an Quotation and last-sale information Indicative Fund Value order with the Distributor to redeem one regarding the Shares will be In order to provide updated or more Creation Units. disseminated through the facilities of information relating to a Fund for use by The redemption procedures allow the Consolidated Tape Association investors and market professionals, the Authorized Participants to redeem (‘‘CTA’’). Quotation information for cash Exchange will calculate an updated Creation Units. Individual shareholders equivalents, OTC swaps and forward ‘‘Indicative Fund Value’’ (‘‘IFV’’). The may not redeem directly from a Fund. contracts may be obtained from brokers IFV will be calculated by using the prior By placing a redemption order, an and dealers who make markets in such day’s closing NAV per Share of a Fund Authorized Participant agrees to deliver instruments. Quotation information for as a base and updating throughout the the Creation Units to be redeemed exchange-traded swaps will be available Core Trading Session of 9:30 a.m. E.T. through DTC’s book entry system to the from the applicable exchange and major to 4:00 p.m. E.T. changes in the value applicable Fund not later than noon E.T. market vendors. Intra-day price and of the investments held by a Fund. on the first Business Day immediately closing price level information for the following the redemption order date Benchmark will be available from major Creation and Redemption of Shares (T+1). ProShare Capital can extend the market data vendors. The IFV will be According to the Registration deadline for a Fund to receive the available through on-line information Statement, each Fund intends to create Creation Units required for settlement services. and redeem Shares in one or more up to the third Business Day following In addition, the Funds’ Web site, ‘‘Creation Units’’ of 50,000 Shares each. the redemption order date (T+3). www.ProShares.com, will display the A creation transaction generally takes Upon request of an Authorized applicable end of day closing NAV. The place when an Authorized Participant Participant made at the time of a daily holdings of each Fund will be deposits a specified amount of cash in redemption order, ProShare Capital may available on the Funds’ Web site before exchange for a specified number of determine, in addition to delivering 9:30 a.m. E.T. Each Fund’s total Creation Units. Similarly, Shares redemption proceeds, to transfer futures portfolio composition will be disclosed generally may be redeemed only in contracts to the Authorized Participant each Business Day that the NYSE Arca Creation Units, for cash. The prices at pursuant to an exchange of futures is open for trading, on the Funds’ Web which creations and redemptions occur contract for related position (‘‘EFCRP’’) site. The Web site disclosure of portfolio are based on the next calculation of the or to a block trade sale of futures holdings will be made daily and will NAV after an order is received. contracts to the Authorized Participant. include, as applicable, (i) the composite ‘‘Authorized Participants’’ will be the value of the total portfolio, (ii) the name, only persons that may place orders to Determination of Redemption percentage weighting, and value of the create and redeem Creation Units. An Distribution Futures Contracts and Financial Authorized Participant is an entity that The redemption proceeds from a Instruments, (iii) the name and value of has entered into an Authorized Fund will consist of the cash each Treasury security and cash Participant Agreement with the Trust redemption amount and, if permitted by equivalent, and (iv) the amount of cash and ProShare Capital. ProShare Capital with respect to a Fund, held in each Fund’s portfolio. The an EFCRP or block trade with the Funds’ Web site will be publicly Creation Procedures relevant Fund as described above. The accessible at no charge. The spot price On any ‘‘Business Day’’, an redemption amount is equal to the NAV of oil also is available on a 24-hour basis Authorized Participant may place an of the number of Creation Unit(s) of from major market data vendors. order with the Distributor to create one such Fund requested in the Authorized or more Creation Units. For purposes of Trading Halts Participant’s redemption order as of the processing both purchase and time of the calculation of such Fund’s With respect to trading halts, the redemption orders, a ‘‘Business Day’’ for NAV on the redemption order date. Exchange may consider all relevant each Fund means any day on which the factors in exercising its discretion to Availability of Information halt or suspend trading in the Shares of NAV of such Fund is determined. Purchase orders for Creation Units must The NAV for the Funds’ Shares will a Fund.11 Trading in Shares of a Fund be placed by 2:00 p.m. E.T. or earlier if be disseminated daily to all market will be halted if the circuit breaker NYSE Arca or other exchange material participants at the same time. The parameters in NYSE Arca Equities Rule to the valuation or operation of such intraday, closing prices, and settlement 7.12 have been reached. Trading also Fund closes before the cut-off time. The prices of the Futures Contracts will be may be halted because of market day on which the Distributor receives a readily available from the applicable conditions or for reasons that, in the valid purchase order is referred to as the futures exchange Web sites, automated view of the Exchange, make trading in purchase order date. If the purchase quotation systems, published or other the Shares inadvisable. order is received after the applicable public sources, or major market data The Exchange may halt trading during cut-off time, the purchase order date vendors. the day in which an interruption to the will be the next Business Day. Purchase Complete real-time data for the dissemination of the IFV or the value of orders are irrevocable. Futures Contracts is available by the Benchmark occurs. If the Lhorne on DSK30JT082PROD with NOTICES By placing a purchase order, an subscription through on-line interruption to the dissemination of the Authorized Participant generally agrees information services. ICE Futures U.S. IFV, the value of the Benchmark persists to deposit cash with the Custodian. and NYMEX also provide delayed past the trading day in which it futures and options on futures occurred, the Exchange will halt trading Redemption Procedures information on current and past trading no later than the beginning of the According to the Registration sessions and market news free of charge Statement, the procedures by which an on their respective Web sites. The 11 See NYSE Arca Equities Rule 7.12. VerDate Sep<11>2014 14:31 Feb 06, 2017 Jkt 241001 PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 E:\FR\FM\07FEN1.SGM 07FEN1

Federal Register / Vol. 82, No. 24 / Tuesday, February 7, 2017 / Notices 9623 trading day following the interruption. adequate to properly monitor Exchange compliance with the applicable listing In addition, if the Exchange becomes trading of the Shares in all trading requirements, the Exchange will aware that the NAV with respect to the sessions and to deter and detect commence delisting procedures under Shares is not disseminated to all market violations of Exchange rules and federal NYSE Arca Equities Rule 5.5(m). participants at the same time, it will halt securities laws applicable to trading on Information Bulletin trading in the Shares until such time as the Exchange. the NAV is available to all market The surveillances referred to above Prior to the commencement of participants. generally focus on detecting securities trading, the Exchange will inform its trading outside their normal patterns, ETP Holders in an Information Bulletin Trading Rules which could be indicative of of the special characteristics and risks The Exchange deems the Shares to be manipulative or other violative activity. associated with trading the Shares. equity securities, thus rendering trading When such situations are detected, Specifically, the Information Bulletin in the Shares subject to the Exchange’s surveillance analysis follows and will discuss the following: (1) The risks existing rules governing the trading of investigations are opened, where involved in trading the Shares during equity securities. Shares will trade on appropriate, to review the behavior of the Early and Late Trading Sessions the NYSE Arca Marketplace from 4 a.m. all relevant parties for all relevant when an updated IFV will not be to 8 p.m. E.T. in accordance with NYSE trading violations. calculated or publicly disseminated; (2) Arca Equities Rule 7.34 (Early, Core, The Exchange or FINRA, on behalf of the procedures for purchases and and Late Trading Sessions). The the Exchange, or both, will redemptions of Shares in Creation Units Exchange has appropriate rules to communicate as needed regarding (and that Shares are not individually facilitate transactions in the Shares trading in the Shares and certain redeemable); (3) NYSE Arca Equities during all trading sessions. As provided Futures Contracts with other markets Rule 9.2(a), which imposes a duty of in NYSE Arca Equities Rule 7.6, the and other entities that are members of due diligence on its ETP Holders to minimum price variation (‘‘MPV’’) for the Intermarket Surveillance Group learn the essential facts relating to every quoting and entry of orders in equity (‘‘ISG’’), and the Exchange or FINRA, on customer prior to trading the Shares; (4) securities traded on the NYSE Arca behalf of the Exchange, or both, may how information regarding the IFV is Marketplace is $0.01, with the exception obtain trading information regarding disseminated; (5) that a static IFV will of securities that are priced less than trading in the Shares and certain be disseminated, between the close of $1.00 for which the MPV for order entry Futures Contracts from such markets trading on the ICE Futures U.S. and is $0.0001. and other entities. In addition, the NYMEX and the close of the NYSE Arca The Shares will conform to the initial Exchange may obtain information Core Trading Session; (6) the and continued listing criteria under regarding trading in the Shares and requirement that ETP Holders deliver a NYSE Arca Equities Rule 8.200. The certain Futures Contracts from markets prospectus to investors purchasing trading of the Shares will be subject to and other entities that are members of newly issued Shares prior to or NYSE Arca Equities Rule 8.200, ISG or with which the Exchange has in concurrently with the confirmation of a Commentary .02(e), which sets forth place a comprehensive surveillance transaction; and (7) trading information. certain restrictions on Equity Trading sharing agreement (‘‘CSSA’’).14 Prior to the commencement of Permit (‘‘ETP’’) Holders acting as Not more than 10% of the net assets trading, the Exchange will inform its registered Market Makers in Trust of a Fund in the aggregate invested in ETP Holders of the suitability Issued Receipts to facilitate Futures Contracts shall consist of requirements of NYSE Arca Equities surveillance. The Exchange represents Futures Contracts whose principal Rule 9.2(a) in an Information Bulletin. that, for initial and continued listing, market is not a member of the ISG or is Specifically, ETP Holders will be each Fund will be in compliance with a market with which the Exchange does reminded in the Information Bulletin Rule 10A–3 12 under the Act, as not have a CSSA. that, in recommending transactions in provided by NYSE Arca Equities Rule In addition, the Exchange also has a the Shares, they must have a reasonable 5.3. A minimum of 100,000 Shares of general policy prohibiting the basis to believe that (1) the each Fund will be outstanding at the distribution of material, non-public recommendation is suitable for a commencement of trading on the information by its employees. customer given reasonable inquiry Exchange. All statements and representations concerning the customer’s investment made in this filing regarding (a) the objectives, financial situation, needs, Surveillance description of the portfolios of the and any other information known by The Exchange represents that trading Funds or Benchmark, and (b) limitations such ETP Holder, and (2) the customer in the Shares of each Fund will be on portfolio Benchmark shall constitute can evaluate the special characteristics, subject to the existing trading continued listing requirements for and is able to bear the financial risks, of surveillances administered by the listing the Shares on the Exchange. an investment in the Shares. In Exchange, as well as cross-market The issuer has represented to the connection with the suitability surveillances administered by the Exchange that it will advise the obligation, the Information Bulletin will Financial Industry Regulatory Authority Exchange of any failure by the Funds to also provide that ETP Holders must (‘‘FINRA’’) on behalf of the Exchange, comply with the continued listing make reasonable efforts to obtain the which are designed to detect violations requirements, and, pursuant to its following information: (1) The of Exchange rules and applicable federal obligations under Section 19(g)(1) of the customer’s financial status; (2) the securities laws.13 The Exchange Act, the Exchange will monitor for customer’s tax status; (3) the customer’s represents that these procedures are compliance with the continued listing Lhorne on DSK30JT082PROD with NOTICES investment objectives; and (4) such requirements. If a Fund is not in other information used or considered to 12 17 CFR 240.10A–3. be reasonable by such ETP Holder or 13 FINRA conducts cross-market surveillances on 14 For a list of the current members of ISG, see registered representative in making behalf of the Exchange pursuant to a regulatory www.isgportal.org. The Exchange notes that not all services agreement. The Exchange is responsible for components of a Fund may trade on markets that recommendations to the customer. FINRA’s performance under this regulatory services are members of ISG or with which the Exchange has Further, the Exchange states that agreement. in place a CSSA. FINRA has implemented increased sales VerDate Sep<11>2014 14:31 Feb 06, 2017 Jkt 241001 PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 E:\FR\FM\07FEN1.SGM 07FEN1

9624 Federal Register / Vol. 82, No. 24 / Tuesday, February 7, 2017 / Notices practice and customer margin acts and practices and to protect the total portfolio, (ii) the name, requirements for FINRA members investors and the public interest in that percentage weighting, and value of the applicable to inverse, leveraged and the Shares will be listed and traded on Futures Contracts and Financial inverse leveraged securities (which the Exchange pursuant to the initial and Instruments, (iii) the name and value of include the Shares) and options on such continued listing criteria in NYSE Arca each Treasury security and cash securities, as described in FINRA Equities Rule 8.200. The Exchange has equivalent, and (iv) the amount of cash Regulatory Notices 09–31 (June 2009), in place surveillance procedures that are held in each Fund’s portfolio. 09–53 (August 2009), and 09–65 adequate to properly monitor trading in Moreover, prior to the commencement (November 2009) (collectively, ‘‘FINRA the Shares in all trading sessions and to of trading, the Exchange will inform its Regulatory Notices’’). ETP Holders that deter and detect violations of Exchange Equity Trading Permit Holders in an carry customer accounts will be rules and applicable federal securities Information Bulletin of the special required to follow the FINRA guidance laws. The Exchange or FINRA, on behalf characteristics and risks associated with set forth in these notices. As noted of the Exchange, or both, will trading the Shares and of the suitability above, each Fund will seek, on a daily communicate as needed regarding requirements of NYSE Arca Equities basis, investment results that trading in the Shares and certain Rule 9.2(a). The Information Bulletin correspond (before fees and expenses) to Futures Contracts with other markets will advise ETP Holders, prior to the 3x, or ¥3x, respectively, the and other entities that are members of commencement of trading, of the performance of the Benchmark). Over a the ISG, and the Exchange or FINRA, on prospectus delivery requirements period of time in excess of one day, the behalf of the Exchange, or both, may applicable to a Fund. The Information cumulative percentage increase or obtain trading information regarding Bulletin will also discuss any decrease in the NAV of the Shares of a trading in the Shares and certain exemptive, no-action, and interpretive Fund may diverge significantly from a Futures Contracts from such markets relief granted by the Commission from multiple or inverse multiple of the and other entities. In addition, the any rules under the Act. In addition, the cumulative percentage decrease or Exchange may obtain information Information Bulletin will reference that increase in the relevant benchmark due regarding trading in the Shares and a Fund is subject to various fees and to a compounding effect. certain Futures Contracts from markets expenses described in the Registration In addition, the Information Bulletin and other entities that are members of Statement. The Information Bulletin will advise ETP Holders, prior to the ISG or with which the Exchange has in will also reference that the CFTC has commencement of trading, of the place a CSSA. Not more than 10% of the regulatory jurisdiction over the trading prospectus delivery requirements net assets of a Fund in the aggregate of Futures Contracts traded on U.S. applicable to a Fund. The Information invested in Futures Contracts shall markets. The Information Bulletin will Bulletin will also discuss any consist of Futures Contracts whose also disclose the trading hours of the exemptive, no-action, and interpretive principal market is not a member of the Shares and that the NAV for the Shares relief granted by the Commission from ISG or is a market with which the will be calculated after 2:30 p.m. E.T. any rules under the Act. In addition, the Exchange does not have a CSSA. The each trading day. The Information Information Bulletin will reference that intraday, closing prices, and settlement Bulletin will disclose that information a Fund is subject to various fees and prices of the Futures Contracts will be about the Shares will be publicly expenses described in the Registration readily available from the applicable available on the Funds’ Web site. Statement. The Information Bulletin Trading in Shares of a Fund will be futures exchange Web sites, automated will also reference that the CFTC has halted if the circuit breaker parameters quotation systems, published or other regulatory jurisdiction over the trading in NYSE Arca Equities Rule 7.12 have public sources, major market data of Futures Contracts traded on U.S. been reached or because of market vendors or on-line information services. markets. conditions or for reasons that, in the The Information Bulletin will also Complete real-time data for the view of the Exchange, make trading in disclose the trading hours of the Shares Futures Contracts is available by the Shares inadvisable. and that the NAV for the Shares will be subscription from on-line information The proposed rule change is designed calculated after 2:30 p.m. E.T. each services. ICE Futures U.S. and NYMEX to perfect the mechanism of a free and trading day. The Information Bulletin also provide delayed futures open market and, in general, to protect will disclose that information about the information on current and past trading investors and the public interest in that Shares will be publicly available on the sessions and market news free of charge it will facilitate the listing and trading Funds’ Web site. on the Funds’ Web site. The specific of additional types of Trust Issued contract specifications for Futures Receipts based on oil prices that will 2. Statutory Basis Contracts are also available on such enhance competition among market The basis under the Act for this Web sites, as well as other financial participants, to the benefit of investors proposed rule change is the requirement informational sources. Information and the marketplace. As noted above, under Section 6(b)(5) 15 that an regarding options will be available from the Exchange has in place surveillance exchange have rules that are designed to the applicable exchanges or major procedures that are adequate to properly prevent fraudulent and manipulative market data vendors. Quotation and monitor trading in the Shares in all acts and practices, to promote just and last-sale information regarding the trading sessions and to deter and detect equitable principles of trade, to remove Shares will be disseminated through the violations of Exchange rules and impediments to, and perfect the facilities of the CTA. In addition, the applicable federal securities laws. mechanism of a free and open market Funds’ Web site will display the B. Self-Regulatory Organization’s Lhorne on DSK30JT082PROD with NOTICES and, in general, to protect investors and applicable end of day closing NAV. Each Fund’s total portfolio composition Statement on Burden on Competition the public interest. The Exchange believes that the will be disclosed each Business Day on The Exchange does not believe that proposed rule change is designed to the Funds’ Web site. The Web site the proposed rule change will impose prevent fraudulent and manipulative disclosure of portfolio holdings will be any burden on competition that is not made daily and will include, as necessary or appropriate in furtherance 15 15 U.S.C. 78f(b)(5). applicable, (i) the composite value of of the purpose of the Act. The Exchange VerDate Sep<11>2014 14:31 Feb 06, 2017 Jkt 241001 PO 00000 Frm 00066 Fmt 4703 Sfmt 4703 E:\FR\FM\07FEN1.SGM 07FEN1

Federal Register / Vol. 82, No. 24 / Tuesday, February 7, 2017 / Notices 9625 notes that the proposed rule change will change that are filed with the (‘‘Shares’’) of the ForceShares Daily 4X facilitate the listing and trading of Commission, and all written US Market Futures Long Fund (‘‘Fund’’ additional types of Trust Issued communications relating to the or ‘‘Long Fund’’) and ForceShares Daily Receipts based on oil prices and that proposed rule change between the 4X US Market Futures Short Fund will enhance competition among market Commission and any person, other than (‘‘Fund’’ or ‘‘Short Fund’’ and, together participants, to the benefit of investors those that may be withheld from the with the Long Fund, the ‘‘Funds’’) and the marketplace. public in accordance with the under Commentary .02 to NYSE Arca provisions of 5 U.S.C. 552, will be Equities Rule 8.200. The proposed rule C. Self-Regulatory Organization’s available for Web site viewing and change was published for comment in Statement on Comments on the printing in the Commission’s Public the Federal Register on November 4, Proposed Rule Change Received From Reference Room, 100 F Street NE., 2016.3 On December 14, 2016, pursuant Members, Participants, or Others Washington, DC 20549, on official to Section 19(b)(2) of the Act,4 the No written comments were solicited business days between the hours of Commission designated a longer period or received with respect to the proposed 10:00 a.m. and 3:00 p.m. Copies of such within which to approve the proposed rule change. filing will also be available for rule change, disapprove the proposed inspection and copying at the principal rule change, or institute proceedings to III. Date of Effectiveness of the office of the Exchange. All comments determine whether to disapprove the Proposed Rule Change and Timing for received will be posted without change; proposed rule change.5 On December Commission Action the Commission does not edit personal 22, 2016, the Exchange filed Within 45 days of the date of identifying information from Amendment No. 1 to the proposed rule publication of this notice in the Federal submissions. You should submit only change, which replaced and superseded Register or within such longer period information that you wish to make the proposed rule change as originally up to 90 days (i) as the Commission may available publicly. All submissions filed.6 The Commission has received no designate if it finds such longer period should refer to File Number SR– comments on the proposed rule change. to be appropriate and publishes its NYSEArca–2017–07 and should be This order institutes proceedings under reasons for so finding or (ii) as to which submitted on or before February 28, Section 19(b)(2)(B) of the Act 7 to the self-regulatory organization 2017. determine whether to approve or consents, the Commission will: (a) By For the Commission, by the Division of disapprove the proposed rule change. order approve or disapprove such Trading and Markets, pursuant to delegated proposed rule change; or (b) institute II. Exchange’s Description of the authority.16 Proposal, as Modified by Amendment proceedings to determine whether the Eduardo A. Aleman, No. 1 proposed rule change should be Assistant Secretary. disapproved. The Exchange proposes to list and [FR Doc. 2017–02445 Filed 2–6–17; 8:45 am] trade the Shares under Commentary .02 IV. Solicitation of Comments BILLING CODE 8011–01–P to NYSE Arca Equities Rule 8.200, Interested persons are invited to which governs the listing and trading of submit written data, views, and Trust Issued Receipts on the Exchange. SECURITIES AND EXCHANGE arguments concerning the foregoing, Each Fund is a commodity pool that is COMMISSION including whether the proposed rule a series of the ForceShares Trust. change is consistent with the Act. [Release No. 34–79914; File No. SR– ForceShares LLC will be the sponsor of Comments may be submitted by any of NYSEArca–2016–120] the Funds (‘‘Sponsor’’). ALPS the following methods: Distributors, Inc. will be the marketing Self-Regulatory Organizations; NYSE agent for the Shares. U.S. Bank National Electronic Comments Arca, Inc.; Order Instituting Association will be the Funds’ • Use the Commission’s Internet Proceedings To Determine Whether To custodian (‘‘Custodian’’) and will hold comment form (http://www.sec.gov/ Approve or Disapprove a Proposed the Funds’ cash and cash equivalents. rules/sro.shtml); or Rule Change, as Modified by The Custodian will also be the registrar • Send an email to rule4comments@ Amendment No. 1, To List and Trade and transfer agent for the Shares. sec.gov. Please include File Number SR– Shares of the ForceShares Daily 4X US The Long Fund’s primary investment NYSEArca–2017–07 on the subject line. Market Futures Long Fund and objective is to seek daily investment ForceShares Daily 4X US Market Paper Comments Futures Short Fund Under 3 See Securities Exchange Act Release No. 79201 • Send paper comments in triplicate Commentary .02 to NYSE Arca Equities (October 31, 2016), 81 FR 76977. 4 15 U.S.C. 78s(b)(2). to Secretary, Securities and Exchange Rule 8.200 5 See Securities Exchange Act Release No. 79550, Commission, 100 F Street NE., February 1, 2017. 81 FR 92892 (December 20, 2016). The Commission Washington, DC 20549–1090. designated February 2, 2017, as the date by which All submissions should refer to File I. Introduction it shall approve, disapprove, or institute Number SR–NYSEArca–2017–07. This proceedings to determine whether to disapprove the On October 17, 2016, NYSE Arca, Inc. proposed rule change. file number should be included on the (‘‘NYSE Arca’’ or ‘‘Exchange’’) filed 6 In Amendment No. 1, the Exchange: (a) Clarified subject line if email is used. To help the with the Securities and Exchange the permissible investments of the Funds; (b) added Commission process and review your Commission (‘‘Commission’’), pursuant that a creation basket may not differ in size from comments more efficiently, please use a redemption basket, and that basket sizes may be to Section 19(b)(1) of the Securities between 10,000 and 100,000 Shares; (c) modified Lhorne on DSK30JT082PROD with NOTICES only one method. The Commission will Exchange Act of 1934 (‘‘Act’’) 1 and Rule when purchase orders may be rejected, when the post all comments on the Commission’s 19b–4 thereunder,2 a proposed rule right of redemption may be suspended, and when Internet Web site (http://www.sec.gov/ change to list and trade shares the redemption settlement date may be postponed; rules/sro.shtml). Copies of the and (d) made various technical changes. Amendment No. 1 is available at: https:// submission, all subsequent 16 17 CFR 200.30–3(a)(12). www.sec.gov/comments/sr-nysearca-2016-120/ amendments, all written statements 1 15 U.S.C. 78s(b)(1). nysearca2016120-1442225-130027.pdf. with respect to the proposed rule 2 17 CFR 240.19b–4. 7 15 U.S.C. 78s(b)(2)(B). VerDate Sep<11>2014 14:31 Feb 06, 2017 Jkt 241001 PO 00000 Frm 00067 Fmt 4703 Sfmt 4703 E:\FR\FM\07FEN1.SGM 07FEN1


Document Created: 2017-02-07 00:27:16
Document Modified: 2017-02-07 00:27:16
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 9620 
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