Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change to BZX Rule 14.11(i), Managed Fund Shares, To List and Trade Shares of the ProShares Crude Oil Strategy ETF, a Series of ProShares, 47475-47481 [2016-17199]

Download as PDF Federal Register / Vol. 81, No. 140 / Thursday, July 21, 2016 / Notices 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 also will 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– NYSEMKT–2016–48, and should be submitted on or before August 11, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.39 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–17201 Filed 7–20–16; 8:45 am] BILLING CODE 8011–01–P [Release No. 34–78346; File No. SR– BatsBZX–2016–34] Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Filing of a Proposed Rule Change to BZX Rule 14.11(i), Managed Fund Shares, To List and Trade Shares of the ProShares Crude Oil Strategy ETF, a Series of ProShares asabaliauskas on DSK3SPTVN1PROD with NOTICES July 15, 2016. 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 July 1, 2016, Bats BZX Exchange, Inc. (the ‘‘Exchange’’ or ‘‘BZX’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 VerDate Sep<11>2014 17:15 Jul 20, 2016 Jkt 238001 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange filed a proposal to list and trade shares of the ProShares Crude Oil Strategy ETF (the ‘‘Fund’’), a series of ProShares Trust (the ‘‘Trust’’), under Rule 14.11(i) (‘‘Managed Fund Shares’’). The shares of the Fund are referred to herein as the ‘‘Shares.’’ The text of the proposed rule change is available at the Exchange’s Web site at www.batstrading.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 Exchange 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 these 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 SECURITIES AND EXCHANGE COMMISSION 39 17 comments on the proposed rule change from interested persons. 1. Purpose The Exchange proposes to list and trade the Shares under Rule 14.11(i), which governs the listing and trading of Managed Fund Shares on the Exchange.4 The Fund will be an actively managed fund that seeks to provide long term capital appreciation, primarily through exposure to the West Texas Intermediate (‘‘WTI’’) crude oil futures markets. The Shares will be offered by the Trust, which was established as a Delaware statutory trust on May 29, 2002. The Trust is registered with the Commission as an open-end investment company and has filed a registration statement on behalf of the Fund on Form N–1A (‘‘Registration Statement’’) with the Commission.5 The Commodity 4 The Commission approved BZX Rule 14.11(i) in Securities Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148 (September 6, 2011) (SR– BATS–2011–018). 5 See Registration Statement on Form N–1A for the Trust, filed with the Commission on May 3, 2016 (File Nos. 333–89822 and 811–21114). The descriptions of the Fund and the Shares contained PO 00000 Frm 00132 Fmt 4703 Sfmt 4703 47475 Futures Trading Commission (‘‘CFTC’’) has recently adopted substantial amendments to CFTC Rule 4.5 relating to the permissible exemptions and conditions for reliance on exemptions from registration as a commodity pool operator. As a result of the instruments that will be held by the Fund, the Adviser has registered as a Commodity Pool Operator (‘‘CPO’’) and is also a member of the National Futures Association (‘‘NFA’’). The Fund and a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands (the ‘‘Subsidiary’’) will be subject to regulation by the CFTC and NFA and additional disclosure, reporting and recordkeeping rules imposed upon commodity pools. The Fund will generally obtain its exposure to WTI crude oil markets via investments in the Subsidiary. These investments are intended to provide the Fund with exposure to WTI crude oil markets in accordance with applicable rules and regulations. Henceforth, references to the investments of the Fund include investments of the Subsidiary, to which the Fund gains indirect exposure through its investment in the Subsidiary. Description of the Shares and the Fund ProShare Advisors LLC is the investment adviser (‘‘Adviser’’) to the Fund and the Subsidiary. JPMorgan Chase Bank, National Association (‘‘JP Morgan’’) is the administrator, custodian, fund account agent, index receipt agent and transfer agent for the Trust. SEI Investments Distribution Co. (‘‘Distributor’’) serves as the distributor for the Trust. Rule 14.11(i)(7) provides that, if the investment adviser to the investment company issuing Managed Fund Shares is affiliated with a broker-dealer, such investment adviser shall erect a ‘‘fire wall’’ between the investment adviser and the broker-dealer with respect to access to information concerning the composition and/or changes to such investment company portfolio.6 In herein are based, in part, on information contained in the Registration Statement. The Commission has issued an order granting certain exemptive relief to the Trust under the Investment Company Act of 1940 (15 U.S.C. 80a–1) (‘‘1940 Act’’) (the ‘‘Exemptive Order’’). See Investment Company Act Release No. 30562 (June 18, 2013) (File No. 812– 14041). 6 An investment adviser to an open-end fund is required to be registered under the Investment Advisers Act of 1940, as amended (the ‘‘Advisers Act’’). As a result, the Adviser and its related personnel are subject to the provisions of Rule 204A–1 under the Advisers Act relating to codes of ethics. This Rule requires investment advisers to adopt a code of ethics that reflects the fiduciary nature of the relationship to clients as well as E:\FR\FM\21JYN1.SGM Continued 21JYN1 47476 Federal Register / Vol. 81, No. 140 / Thursday, July 21, 2016 / Notices addition, Rule 14.11(i)(7) further requires that personnel who make decisions on the investment company’s portfolio composition must be subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the applicable investment company portfolio. Rule 14.11(i)(7) is similar to Rule 14.11(b)(5)(A)(i), however, Rule 14.11(i)(7) in connection with the establishment of a ‘‘fire wall’’ between the investment adviser and the brokerdealer reflects the applicable open-end fund’s portfolio, not an underlying benchmark index, as is the case with index-based funds. The Adviser is not a registered broker-dealer, but is currently affiliated with a broker-dealer and, in the future may be affiliated with other broker dealers. The Adviser has implemented and will maintain a fire wall with respect to its broker-dealer affiliate regarding access to information concerning the composition and/or changes to the Fund’s portfolio. The Adviser personnel who make decisions regarding the Fund’s portfolio are subject to procedures designed to prevent the use and dissemination of material nonpublic information regarding the Fund’s portfolio. In the event that (a) the Adviser becomes a broker-dealer or newly affiliated with a broker-dealer, or (b) any new adviser or sub-adviser is a broker-dealer or becomes affiliated with a broker-dealer, it will implement a fire wall with respect to its relevant personnel or such broker-dealer affiliate, as applicable, regarding access to information concerning the composition and/or changes to the portfolio, and will be subject to procedures designed to prevent the use and dissemination of material non-public information regarding such portfolio. asabaliauskas on DSK3SPTVN1PROD with NOTICES ProShares Crude Oil Strategy ETF According to the Registration Statement, the Fund is an actively 7 The compliance with other applicable securities laws. Accordingly, procedures designed to prevent the communication and misuse of non-public information by an investment adviser must be consistent with Rule 204A–1 under the Advisers Act. In addition, Rule 206(4)–7 under the Advisers Act makes it unlawful for an investment adviser to provide investment advice to clients unless such investment adviser has (i) adopted and implemented written policies and procedures reasonably designed to prevent violation, by the investment adviser and its supervised persons, of the Advisers Act and the Commission rules adopted thereunder; (ii) implemented, at a minimum, an annual review regarding the adequacy of the policies and procedures established pursuant to subparagraph (i) above and the effectiveness of their implementation; and (iii) designated an individual (who is a supervised person) responsible for administering the policies and procedures adopted under subparagraph (i) above. VerDate Sep<11>2014 17:15 Jul 20, 2016 Jkt 238001 managed fund that seeks to provide long term capital appreciation, primarily through exposure to the WTI crude oil futures markets, which include only those WTI crude oil contracts traded on the New York Mercantile Exchange and ICE Futures Europe (‘‘WTI Crude Oil Futures’’). The Fund’s active strategy seeks to provide this exposure by rolling WTI Crude Oil Futures contracts (e.g., selling a futures contract as it nears its expiration date and replacing it with a new futures contract that has a later expiration date). The Fund generally selecting between first, second and third month WTI Crude Oil Futures contracts based on an analysis of the liquidity and cost surrounding such positions. The Fund generally will not invest directly in WTI Crude Oil Futures. The Fund expects to gain exposure to these investments by investing a portion of its assets in the Subsidiary.7 The Subsidiary is advised by the Adviser. Unlike the Fund, the Subsidiary is not an investment company registered under the 1940 Act. The Fund’s investment in the Subsidiary is intended to provide the Fund with exposure to the WTI crude oil markets in accordance with applicable rules and regulations. The Subsidiary has the same investment objective as the Fund. The Fund will generally invest up to 25% of its total assets in the Subsidiary and, through such investment, generally remain fully exposed to WTI Crude Oil Futures, even during times of adverse market conditions. Such positions are generally collateralized by the Fund’s positions in Cash Assets, as defined below. In order to achieve its investment objective, the Fund will invest in: (i) WTI Crude Oil Futures; and (ii) Cash Assets (which are used to collateralize the WTI Crude Oil Futures), which will, under normal circumstances,8 be held Subsidiary is not registered under the 1940 Act and is not directly subject to its investor protections, except as noted in the Registration Statement. However, the Subsidiary is whollyowned and controlled by the Fund and is advised by the Adviser. Therefore, because of the Fund’s ownership and control of the Subsidiary, the Subsidiary would not take action contrary to the interests of the Fund or its shareholders. The Fund’s Board of Trustees (‘‘Board’’) has oversight responsibility for the investment activities of the Fund, including its expected investment in the Subsidiary, and the Fund’s role as the sole shareholder of the Subsidiary. The Adviser receives no additional compensation for managing the assets of the Subsidiary. The Subsidiary will also enter into separate contracts for the provision of custody, transfer agency, and accounting agent services with the same or with affiliates of the same service providers that provide those services to the Fund. 8 The term ‘‘under normal circumstances’’ includes, but is not limited to, the absence of extreme volatility or trading halts in the futures markets or the financial markets generally; PO 00000 Frm 00133 Fmt 4703 Sfmt 4703 in cash or cash equivalents such as U.S. Treasury securities or other high credit quality short-term fixed-income or similar securities (including US agency securities, shares of money market funds, bank deposits, bank money market accounts, certain variable ratedemand notes, and repurchase agreements collateralized by government securities). The Fund will use the Cash Assets to meet asset coverage tests resulting from the Subsidiary’s derivative exposure on a day-to-day basis. As a whole, the Fund’s investments are meant to achieve its investment objective within the limitations of the federal tax requirements applicable to regulated investment companies. The Fund does not invest in nor seek exposure to the current ‘‘spot’’ or cash price of physical crude oil. WTI Crude Oil Futures contracts typically perform very differently from, and commonly underperform, the spot price of WTI crude oil. The Fund intends to qualify each year as a regulated investment company (a ‘‘RIC’’) under Subchapter M of the Internal Revenue Code of 1986, as amended.9 The Fund will invest its assets (including via the Subsidiary), and otherwise conduct its operations, in a manner that is intended to satisfy the qualifying income, diversification and distribution requirements necessary to establish and maintain RIC qualification under Subchapter M. Investment Restrictions While the Fund does not currently anticipate holding illiquid assets, it may hold up to an aggregate amount of 15% of its net assets in illiquid assets (calculated at the time of investment) deemed illiquid by the Adviser 10 under the 1940 Act.11 The Fund will monitor operational issues causing dissemination of inaccurate market information; or force majeure type events such as systems failure, natural or manmade disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance. 9 26 U.S.C. 851. 10 In reaching liquidity decisions, the Adviser may consider the following factors: The frequency of trades and quotes for the security; the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; dealer undertakings to make a market in the security; and the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transfer). 11 The Commission has stated that long-standing Commission guidelines have required open-end funds to hold no more than 15% of their net assets in illiquid securities and other illiquid assets. See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR 14618 (March 18, 2008), footnote 34. See also, Investment Company Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December E:\FR\FM\21JYN1.SGM 21JYN1 Federal Register / Vol. 81, No. 140 / Thursday, July 21, 2016 / Notices its portfolio liquidity on an ongoing basis to determine whether, in light of current circumstances, an adequate level of liquidity is being maintained, and will consider taking appropriate steps in order to maintain adequate liquidity if, through a change in values, net assets, or other circumstances, more than 15% of the Fund’s net assets are held in illiquid assets. Illiquid assets include assets subject to contractual or other restrictions on resale and other instruments that lack readily available markets as determined in accordance with Commission staff guidance. The Fund’s investments will be consistent with the Fund’s investment objective and will not be used to achieve leveraged or inverse leveraged returns (i.e. two times or three times the Fund’s benchmark). Net Asset Value asabaliauskas on DSK3SPTVN1PROD with NOTICES According to the Registration Statement, the net asset value (‘‘NAV’’) of the Shares of the Fund will be calculated by dividing the value of the net assets of the Fund (i.e., the value of its total assets less total liabilities) by the total number of Shares outstanding. Expenses and fees, including the management and administration fees, are accrued daily and taken into account for purposes of determining NAV. The NAV of the Fund is generally determined at 2:30 p.m. Eastern Time each business day when the Exchange is open for trading. If the Exchange or market on which the Fund’s investments are primarily traded closes early, the NAV may be calculated prior to its normal calculation time. Creation/ redemption transaction order time cutoffs (as further described below) would also be accelerated. U.S. Treasury and agency securities will generally be valued at their market price using market quotations or information provided by a pricing service. Certain short-term debt securities are valued on the basis of amortized cost. WTI Crude Oil Futures are generally valued at their settlement price as determined by the relevant exchange. Repurchase agreements, variable rate demand notes, overnight 31, 1970) (Statement Regarding ‘‘Restricted Securities’’); Investment Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March 20, 1992) (Revisions of Guidelines to Form N–1A). A fund’s portfolio security is illiquid if it cannot be disposed of in the ordinary course of business within seven days at approximately the value ascribed to it by the fund. See Investment Company Act Release No. 14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting amendments to Rule 2a–7 under the 1940 Act); Investment Company Act Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990) (adopting Rule 144A under the Securities Act of 1933). VerDate Sep<11>2014 17:15 Jul 20, 2016 Jkt 238001 bank deposits, and overnight bank money market accounts are generally valued at cost. Bank money market accounts and time deposits with terms greater than a single day are fair valued per the procedures below. Money market funds would generally be valued at their current Net Asset Value per share, typically $1.00 per share. When the Adviser determines that the price of a security or derivative is not readily available or deems the price unreliable, it may, in good faith, establish a fair value for that security or derivative in accordance with procedures established by and under the general supervision and responsibility of the Board. The use of a fair valuation method may be appropriate if, for example, market quotations do not accurately reflect fair value for an investment, a trading halt closes an exchange or market early, or other events result in an exchange or market delaying its normal close. The Adviser may consider applying appropriate valuation methodologies, which may include discounts of market value of similar freely traded securities, yields to maturity, or any other appropriate method. In determining the appropriate methodology, the Adviser may consider all relevant factors, including, among other things: Fundamental analytical data; the types of instruments affected; pricing history of the instrument; whether dealer quotations are available; liquidity of the market; news or other events; and other factors the Adviser deems relevant. For more information regarding the valuation of Fund investments in calculating the Fund’s NAV, see the Registration Statement. The Shares The Fund will issue and redeem Shares on a continuous basis at the NAV per Share only in large blocks of a specified number of Shares or multiples thereof (‘‘Creation Units’’) in transactions with authorized participants who have entered into agreements with the Distributor. The Adviser currently anticipates that a Creation Unit will consist of 25,000 Shares, though this number may change from time to time, including prior to listing of the Shares. The exact number of Shares that will constitute a Creation Unit will be disclosed in the Registration Statement. Once created, Shares of the Fund may trade on the secondary market in amounts less than a Creation Unit. Although the Adviser anticipates that purchases and redemptions for Creation Units will generally be executed on an all-cash basis, the consideration for PO 00000 Frm 00134 Fmt 4703 Sfmt 4703 47477 purchase of Creation Units of the Fund may consist of an in-kind deposit of a designated portfolio of assets (including any portion of such assets for which cash may be substituted) (i.e., the ‘‘Deposit Assets’’), and the ‘‘Cash Component’’ computed as described below. Together, the Deposit Assets and the Cash Component constitute the ‘‘Fund Deposit,’’ which represents the minimum initial and subsequent investment amount for a Creation Unit of the Fund. The specific terms surrounding the creation and redemption of shares are at the discretion of the Adviser. The Deposit Assets and Fund Securities (as defined below), as the case may be, in connection with a purchase or redemption of a Creation Unit, generally will correspond pro rata, to the extent practicable, to the assets held by the Fund. The Cash Component will be an amount equal to the difference between the NAV of the Shares (per Creation Unit) and the ‘‘Deposit Amount,’’ which will be an amount equal to the market value of the Deposit Assets, and serve to compensate for any differences between the NAV per Creation Unit and the Deposit Amount. The Fund generally offers Creation Units partially or entirely for cash. The Adviser will make available through the National Securities Clearing Corporation (‘‘NSCC’’) on each business day, prior to the opening of business on the Exchange, the list of names and the required number or par value of each Deposit Asset and the amount of the Cash Component to be included in the current Fund Deposit (based on information as of the end of the previous business day) for the Fund. The identity and number or par value of the Deposit Assets may change pursuant to changes in the composition of the Fund’s portfolio as rebalancing adjustments and corporate action events occur from time to time. The composition of the Deposit Assets may also change in response to adjustments to the weighting or composition of the holdings of the Fund. The Fund reserves the right to permit or require the substitution of a ‘‘cash in lieu’’ amount to be added to the Cash Component to replace any Deposit Asset that may not be available in sufficient quantity for delivery or that may not be eligible for transfer through the Depository Trust Company (‘‘DTC’’) or the clearing process through the NSCC.12 12 The Adviser represents that, to the extent the Trust permits or requires a ‘‘cash in lieu’’ amount, E:\FR\FM\21JYN1.SGM Continued 21JYN1 asabaliauskas on DSK3SPTVN1PROD with NOTICES 47478 Federal Register / Vol. 81, No. 140 / Thursday, July 21, 2016 / Notices Except as noted below, all creation orders must be placed for one or more Creation Units and must be received by the Distributor at a time specified by the Adviser. The Fund currently intends that such orders must be received in proper form no later than 2:00 p.m. Eastern Time on the date such order is placed in order for creation of Creation Units to be effected based on the NAV of Shares of the Fund as next determined on such date after receipt of the order in proper form. The ‘‘Settlement Date’’ is generally the third business day after the transmittal date. On days when the Exchange or the futures markets close earlier than normal, the Fund may require orders to create or to redeem Creation Units to be placed earlier in the day. Fund Deposits must be delivered through either the Continuous Net Settlement facility of the NSCC, the Federal Reserve System (for cash and government securities), through DTC (for corporate securities), or through a central depository account, such as with Euroclear or DTC, maintained by JP Morgan (a ‘‘Central Depository Account’’), in any case at the discretion of the Adviser, by an authorized participant. Any portion of a Fund Deposit that may not be delivered through the NSCC, Federal Reserve System or DTC must be delivered through a Central Depository Account. A standard creation transaction fee may be imposed to offset the transfer and other transaction costs associated with the issuance of Creation Units. Shares of the Fund may be redeemed only in Creation Units at their NAV next determined after receipt of a redemption request in proper form by the Distributor and only on a business day. The Adviser will make available through the NSCC, prior to the opening of business on the Exchange on each business day, the designated portfolio of assets (including any portion of such assets for which cash may be substituted) that will be applicable (subject to possible amendment or correction) to redemption requests received in proper form on that day (‘‘Fund Securities’’). The redemption proceeds for a Creation Unit generally will consist of a specified amount of cash less a redemption transaction fee. The Fund generally will redeem Creation Units entirely for cash. A standard redemption transaction fee may be imposed to offset transfer and other transaction costs that may be incurred by the Fund. such transactions will be effected in the same or equitable manner for all authorized participants. VerDate Sep<11>2014 17:15 Jul 20, 2016 Jkt 238001 Redemption requests for Creation Units of the Fund must be submitted to the Distributor by or through an authorized participant by a time specified by the Adviser. The Fund currently intends that such requests must be received no later than 2:00 p.m. Eastern Time on any business day, in order to receive that day’s NAV. The authorized participant must transmit the request for redemption in the form required by the Fund to the Distributor in accordance with procedures set forth in the authorized participant agreement. Additional information regarding the Shares and the Fund, including investment strategies, risks, creation and redemption procedures, fees and expenses, portfolio holdings disclosure policies, distributions, taxes and reports to be distributed to beneficial owners of the Shares can be found in the Registration Statement or on the Web site for the Fund (www.ProShares.com), as applicable. Availability of Information The Fund’s Web site, which will be publicly available prior to the public offering of Shares, will include a form of the prospectus for the Fund that may be downloaded. The Web sites will include additional quantitative information updated on a daily basis, including, for the Fund: (1) The prior business day’s reported NAV, the closing market price or the midpoint of the bid/ask spread at the time of calculation of such NAV (the ‘‘Bid/Ask Price’’),13 daily trading volume, and a calculation of the premium and discount of the closing market price or Bid/Ask Price against the NAV; and (2) data in chart format displaying the frequency distribution of discounts and premiums of the daily closing market price or Bid/Ask Price against the NAV, within appropriate ranges, for each of the four previous calendar quarters. Daily trading volume information will be available in the financial section of newspapers, through subscription services such as Bloomberg, Thomson Reuters, and International Data Corporation, which can be accessed by authorized participants and other investors, as well as through other electronic services, including major public Web sites. On each business day, before commencement of trading in Shares during Regular Trading Hours 14 13 The Bid/Ask Price of the Fund will be determined using the midpoint of the highest bid and the lowest offer on the Exchange as of the time of calculation of the Fund’s NAV. The records relating to Bid/Ask Prices will be retained by the Fund and its service providers. 14 Regular Trading Hours are 9:30 a.m. to 4:00 p.m. Eastern Time. PO 00000 Frm 00135 Fmt 4703 Sfmt 4703 on the Exchange, the Fund will disclose on its Web site the identities and quantities of the portfolio WTI Crude Oil Futures and other assets (the ‘‘Disclosed Portfolio’’) held by the Fund and the Subsidiary that will form the basis for the Fund’s calculation of NAV at the end of the business day.15 The Disclosed Portfolio will include, as applicable: Ticker symbol or other identifier, a description of the holding, identity of the asset upon which the derivative is based, the quantity of each security or other asset held as measured by select metrics, maturity date, coupon rate, effective date, market value and percentage weight of the holding in the portfolio. The Web site and information will be publicly available at no charge. In addition, for the Fund, an estimated value, defined in Rule 14.11(i)(3)(C) as the ‘‘Intraday Indicative Value,’’ that reflects an estimated intraday value of the Fund’s portfolio, will be disseminated. Moreover, the Intraday Indicative Value will be based upon the current value for the components of the Disclosed Portfolio and will be updated and widely disseminated by one or more major market data vendors at least every 15 seconds during the Exchange’s Regular Trading Hours.16 In addition, the quotations of certain of the Fund’s holdings may not be updated for purposes of calculating Intraday Indicative Value during U.S. trading hours where the market on which the underlying asset is traded settles prior to the end of the Exchange’s Regular Trading Hours. The dissemination of the Intraday Indicative Value, together with the Disclosed Portfolio, will allow investors to determine the value of the underlying portfolio of the Fund on a daily basis and provide an estimate of that value throughout the trading day. Intraday price quotations on cash equivalents of the type held by the Fund are available from major broker-dealer firms and from third-parties, which may provide prices free with a time delay, or ‘‘live’’ with a paid fee. For WTI Crude Oil Futures, such intraday information is available directly from the applicable listing exchange. Intraday price 15 Under accounting procedures to be followed by the Fund, trades made on the prior business day (‘‘T’’) will be booked and reflected in NAV on the current business day (‘‘T+1’’). Accordingly, the Fund will be able to disclose at the beginning of the business day the portfolio that will form the basis for the NAV calculation at the end of the business day. 16 Currently, it is the Exchange’s understanding that several major market data vendors display and/ or make widely available Intraday Indicative Values published via the Consolidated Tape Association (‘‘CTA’’) or other data feeds. E:\FR\FM\21JYN1.SGM 21JYN1 Federal Register / Vol. 81, No. 140 / Thursday, July 21, 2016 / Notices information is also available through subscription services, such as Bloomberg and Thomson Reuters, which can be accessed by authorized participants and other investors. Pricing information related to money market fund shares will be available through issuer Web sites and publicly available quotation services such as Bloomberg, Markit and Thomson Reuters. Money market fund shares are not generally priced or quoted on an intraday basis. Information regarding market price and volume of the Shares will be continually available on a real-time basis throughout the day on brokers’ computer screens and other electronic services. The previous day’s closing price and trading volume information for the Shares will be generally available daily in the print and online financial press. Quotation and last sale information for the Shares will be available on the facilities of the CTA. asabaliauskas on DSK3SPTVN1PROD with NOTICES Initial and Continued Listing The Shares will be subject to Rule 14.11(i), which sets forth the initial and continued listing criteria applicable to Managed Fund Shares. The Exchange represents that, for initial and/or continued listing, the Fund must be in compliance with Rule 10A–3 under the Act.17 A minimum of 100,000 Shares will be outstanding at the commencement of trading on the Exchange. The Exchange will obtain a representation from the issuer of the Shares that the NAV will be calculated daily and that the NAV and the Disclosed Portfolio will be made available to all market participants at the same time. 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 the Fund. The Exchange will halt trading in the Shares under the conditions specified in Rule 11.18. Trading may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable. These may include: (1) The extent to which trading is not occurring in the WTI Crude Oil Futures and other assets composing the Disclosed Portfolio of the Fund; or (2) whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. Trading in the Shares also will be subject to Rule 14.11(i)(4)(B)(iv), which sets forth circumstances under which Shares of the Fund may be halted. 17 See 17 CFR 240.10A–3. VerDate Sep<11>2014 17:15 Jul 20, 2016 Jkt 238001 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. The Exchange will allow trading in the Shares from 8:00 a.m. until 5:00 p.m. Eastern Time. The Exchange has appropriate rules to facilitate transactions in the Shares during all trading sessions. As provided in Rule 11.11(a), the minimum price variation for quoting and entry of orders in Managed Fund Shares traded on the Exchange is $0.01, with the exception of securities that are priced less than $1.00, for which the minimum price variation for order entry is $0.0001. Surveillance The Exchange believes that its surveillance procedures are adequate to properly monitor the trading of the Shares on the Exchange during all trading sessions and to deter and detect violations of Exchange rules and the applicable federal securities laws. Trading of the Shares through the Exchange will be subject to the Exchange’s surveillance procedures for derivative products, including Managed Fund Shares. The Exchange may obtain information regarding trading in the Shares and the underlying futures via the Intermarket Surveillance Group (‘‘ISG’’) from other exchanges who are members or affiliates of the ISG or with which the Exchange has entered into a comprehensive surveillance sharing agreement.18 In addition, the Exchange is able to access, as needed, trade information for certain fixed income instruments reported to FINRA’s Trade Reporting and Compliance Engine (‘‘TRACE’’). The Exchange prohibits the distribution of material non-public information by its employees. Information Circular Prior to the commencement of trading, the Exchange will inform its members in an Information Circular of the special characteristics and risks associated with trading the Shares. Specifically, the Information Circular will discuss the following: (1) The procedures for purchases and redemptions of Shares in Creation Units 18 For a list of the current members and affiliate members of ISG, see www.isgportal.com. The Exchange notes that not all components of the Disclosed Portfolio for the Fund may trade on markets that are members of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. At least 90% of the weight of the futures contracts held by the Fund will trade on markets that are a member of ISG or affiliated with a member of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. PO 00000 Frm 00136 Fmt 4703 Sfmt 4703 47479 (and that Shares are not individually redeemable); (2) Exchange Rule 3.7, which imposes suitability obligations on Exchange members with respect to recommending transactions in the Shares to customers; (3) how information regarding the Intraday Indicative Value is disseminated; (4) the risks involved in trading the Shares during the Pre-Opening 19 and After Hours Trading Sessions 20 when an updated Intraday Indicative Value will not be calculated or publicly disseminated; (5) the requirement that members deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction; and (6) trading information. In addition, the Information Circular will advise members, prior to the commencement of trading, of the prospectus delivery requirements applicable to the Fund. Members purchasing Shares from the Fund for resale to investors will deliver a prospectus to such investors. The Information Circular will also discuss any exemptive, no-action, and interpretive relief granted by the Commission from any rules under the Act. In addition, the Information Circular will reference that the Fund is subject to various fees and expenses described in the Registration Statement. The Information Circular will also disclose the trading hours of the Shares of the Fund and the applicable NAV calculation time for the Shares. The Information Circular will disclose that information about the Shares of the Fund will be publicly available on the Fund’s Web site. In addition, the Information Circular will reference that the Trust is subject to various fees and expenses described in the Registration Statement. 2. Statutory Basis The Exchange believes that the proposal is consistent with Section 6(b) of the Act 21 in general and Section 6(b)(5) of the Act 22 in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, to remove impediments to and perfect the mechanism of a free and open market and a national market system and, in 19 The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m. Eastern Time. 20 The After Hours Trading Session is from 4:00 p.m. to 5:00 p.m. Eastern Time. 21 15 U.S.C. 78f. 22 15 U.S.C. 78f(b)(5). E:\FR\FM\21JYN1.SGM 21JYN1 asabaliauskas on DSK3SPTVN1PROD with NOTICES 47480 Federal Register / Vol. 81, No. 140 / Thursday, July 21, 2016 / Notices general, to protect investors and the public interest. 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 BZX Rule 14.11(i). The Exchange believes that its surveillance procedures are adequate to properly monitor the trading of the Shares on the Exchange during all trading sessions and to deter and detect violations of Exchange rules and the applicable federal securities laws. If the investment adviser to the investment company issuing Managed Fund Shares is affiliated with a broker-dealer, such investment adviser to the investment company shall erect a ‘‘fire wall’’ between the investment adviser and the broker-dealer with respect to access to information concerning the composition and/or changes to such investment company portfolio. The Adviser is not a registered broker-dealer, but is affiliated with a broker-dealer and has implemented a ‘‘fire wall’’ with respect to such broker-dealer regarding access to information concerning the composition and/or changes to the Fund’s portfolio. At least 90% of the weight of the futures contracts held by the Fund will trade on markets that are a member of ISG or affiliated with a member of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement. The Exchange may obtain information regarding trading in the Shares and at least 90% of the weight of the underlying futures contracts held by the Fund via the ISG from other exchanges who are members or affiliates of the ISG or with which the Exchange has entered into a comprehensive surveillance sharing agreement.23 In addition, the Exchange is able to access, as needed, trade information for certain fixed income instruments reported to FINRA’s TRACE. The Fund expects that it will generally seek to remain fully exposed to WTI Crude Oil Futures even during times of adverse market conditions. Under normal circumstances, the Fund’s cash assets (which are used to collateralize the WTI Crude Oil Futures) will be held in: Cash or cash equivalents such as U.S. Treasury securities or other high credit quality short-term fixedincome or similar securities (including U.S. agency securities, shares of money market funds, bank deposits, bank money market accounts, certain variable rate-demand notes, and repurchase 23 See note 18, supra. VerDate Sep<11>2014 17:15 Jul 20, 2016 Jkt 238001 agreements collateralized by government securities). Additionally, the Fund may hold up to an aggregate amount of 15% of its net assets in illiquid assets (calculated at the time of investment). The Fund will monitor its portfolio liquidity on an ongoing basis to determine whether, in light of current circumstances, an adequate level of liquidity is being maintained, and will consider taking appropriate steps in order to maintain adequate liquidity if, through a change in values, net assets, or other circumstances, more than 15% of the Fund’s net assets are held in illiquid assets. Illiquid assets include assets subject to contractual or other restrictions on resale and other instruments that lack readily available markets as determined in accordance with Commission staff guidance. The proposed rule change is designed to promote just and equitable principles of trade and to protect investors and the public interest in that the Exchange will obtain a representation from the issuer of the Shares that the NAV will be calculated daily and that the NAV and the Disclosed Portfolio will be made available to all market participants at the same time. In addition, a large amount of information is publicly available regarding the Fund and the Shares, thereby promoting market transparency. Moreover, the Intraday Indicative Value will be disseminated by one or more major market data vendors at least every 15 seconds during Regular Trading Hours. On each business day, before commencement of trading in Shares during Regular Trading Hours, the Fund will disclose on its Web site the Disclosed Portfolio that will form the basis for the Fund’s calculation of NAV at the end of the business day. Pricing information will be available on the Fund’s Web site including: (1) The prior business day’s reported NAV, the Bid/Ask Price of the Fund, and a calculation of the premium and discount of the Bid/Ask Price against the NAV; and (2) data in chart format displaying the frequency distribution of discounts and premiums of the daily Bid/Ask Price against the NAV, within appropriate ranges, for each of the four previous calendar quarters. Additionally, information regarding market price and trading of the Shares will be continually available on a real-time basis throughout the day on brokers’ computer screens and other electronic services, and quotation and last sale information for the Shares will be available on the facilities of the CTA. The Web site for the Fund will include a form of the prospectus for the Fund and additional data relating to NAV and PO 00000 Frm 00137 Fmt 4703 Sfmt 4703 other applicable quantitative information. Trading in Shares of the Fund will be halted under the conditions specified in BZX Rule 11.18. Trading may also be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable. Finally, trading in the Shares will be subject to BZX Rule 14.11(i)(4)(B)(iv), which sets forth circumstances under which Shares of the Fund may be halted. In addition, as noted above, investors will have ready access to information regarding the Fund’s holdings, the Intraday Indicative Value, the Disclosed Portfolio, and quotation and last sale information for the Shares. Intraday price quotations on U.S. government securities and repurchase agreements of the type held by the Fund are available from major broker-dealer firms and from third-parties, which may provide prices free with a time delay, or ‘‘live’’ with a paid fee. Major brokerdealer firms will also provide intraday quotes on swaps of the type held by the Fund. For WTI Crude Oil Futures, such intraday information is available directly from the applicable listing exchange. Intraday price information is also available through subscription services, such as Bloomberg and Thomson Reuters, which can be accessed by authorized participants and other investors. Pricing information related to money market fund shares will be available through issuer Web sites and publicly available quotation services such as Bloomberg, Markit and Thomson Reuters. Money market fund shares are not generally priced or quoted on an intraday basis. 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 actively-managed exchange-traded product that will enhance competition among market participants, to the benefit of investors and the marketplace. As noted above, the Exchange has in place surveillance procedures relating to trading in the Shares and may obtain information via ISG from other exchanges that are members of ISG or with which the Exchange has entered into a comprehensive surveillance sharing agreement as well as trade information for certain fixed income instruments as reported to FINRA’s TRACE. At least 90% of the weight of the futures contracts held by the Fund will trade on markets that are a member of ISG or affiliated with a member of ISG or with which the Exchange has in place a comprehensive surveillance sharing E:\FR\FM\21JYN1.SGM 21JYN1 Federal Register / Vol. 81, No. 140 / Thursday, July 21, 2016 / Notices agreement. In addition, as noted above, investors will have ready access to information regarding the Fund’s holdings, the Intraday Indicative Value, the Disclosed Portfolio, and quotation and last sale information for the Shares. For the above reasons, the Exchange believes that the proposed rule change is consistent with the requirements of Section 6(b)(5) of the Act. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purpose of the Act. The Exchange notes that the proposed rule change, rather will facilitate the listing and trading of additional actively-managed exchange-traded products that will enhance competition among both market participants and listing venues, 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 The Exchange has neither solicited nor received written comments on 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. asabaliauskas on DSK3SPTVN1PROD with NOTICES 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: 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–BatsBZX–2016–34. 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 (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for 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– BatsBZX–2016–34 and should be submitted on or before August 11, 2016. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.24 Robert W. Errett, Deputy Secretary. [FR Doc. 2016–17199 Filed 7–20–16; 8:45 am] BILLING CODE 8011–01–P VerDate Sep<11>2014 17:15 Jul 20, 2016 Jkt 238001 PO 00000 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–78342; File No. SR– ISEMercury-2016–13] Self-Regulatory Organizations; ISE Mercury, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Extend the Price Improvement Mechanism Pilot Program July 15, 2016. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on July 14, 2016, ISE Mercury, LLC (the ‘‘Exchange’’ or ‘‘ISE Mercury’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to extend two pilot programs related to its Price Improvement Mechanism (‘‘PIM’’). The text of the proposed rule change is available on the Exchange’s Web site www.ise.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 these statements may be examined at the places specified in Item IV below. The self-regulatory organization has prepared summaries, set forth in sections A, B and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change Electronic Comments • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– BatsBZX–2016–34 on the subject line. 47481 1. Purpose The Exchange currently has two pilot programs related to its PIM (collectively, the ‘‘PIM Pilot Programs’’ or ‘‘Pilot 1 15 24 17 CFR 200.30–3(a)(12). Frm 00138 Fmt 4703 Sfmt 4703 2 17 E:\FR\FM\21JYN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 21JYN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 81, Number 140 (Thursday, July 21, 2016)]
[Notices]
[Pages 47475-47481]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-17199]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-78346; File No. SR-BatsBZX-2016-34]

Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of
Filing of a Proposed Rule Change to BZX Rule 14.11(i), Managed Fund
Shares, To List and Trade Shares of the ProShares Crude Oil Strategy
ETF, a Series of ProShares

July 15, 2016.
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 July 1, 2016, Bats BZX Exchange, Inc. (the ``Exchange''
or ``BZX'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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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 filed a proposal to list and trade shares of the
ProShares Crude Oil Strategy ETF (the ``Fund''), a series of ProShares
Trust (the ``Trust''), under Rule 14.11(i) (``Managed Fund Shares'').
The shares of the Fund are referred to herein as the ``Shares.''
The text of the proposed rule change is available at the Exchange's
Web site at www.batstrading.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 Exchange 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 these 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 the Shares under Rule
14.11(i), which governs the listing and trading of Managed Fund Shares
on the Exchange.\4\ The Fund will be an actively managed fund that
seeks to provide long term capital appreciation, primarily through
exposure to the West Texas Intermediate (``WTI'') crude oil futures
markets.
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\4\ The Commission approved BZX Rule 14.11(i) in Securities
Exchange Act Release No. 65225 (August 30, 2011), 76 FR 55148
(September 6, 2011) (SR-BATS-2011-018).
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The Shares will be offered by the Trust, which was established as a
Delaware statutory trust on May 29, 2002. The Trust is registered with
the Commission as an open-end investment company and has filed a
registration statement on behalf of the Fund on Form N-1A
(``Registration Statement'') with the Commission.\5\ The Commodity
Futures Trading Commission (``CFTC'') has recently adopted substantial
amendments to CFTC Rule 4.5 relating to the permissible exemptions and
conditions for reliance on exemptions from registration as a commodity
pool operator. As a result of the instruments that will be held by the
Fund, the Adviser has registered as a Commodity Pool Operator (``CPO'')
and is also a member of the National Futures Association (``NFA''). The
Fund and a wholly-owned subsidiary of the Fund organized under the laws
of the Cayman Islands (the ``Subsidiary'') will be subject to
regulation by the CFTC and NFA and additional disclosure, reporting and
recordkeeping rules imposed upon commodity pools. The Fund will
generally obtain its exposure to WTI crude oil markets via investments
in the Subsidiary. These investments are intended to provide the Fund
with exposure to WTI crude oil markets in accordance with applicable
rules and regulations. Henceforth, references to the investments of the
Fund include investments of the Subsidiary, to which the Fund gains
indirect exposure through its investment in the Subsidiary.
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\5\ See Registration Statement on Form N-1A for the Trust, filed
with the Commission on May 3, 2016 (File Nos. 333-89822 and 811-
21114). The descriptions of the Fund and the Shares contained herein
are based, in part, on information contained in the Registration
Statement. The Commission has issued an order granting certain
exemptive relief to the Trust under the Investment Company Act of
1940 (15 U.S.C. 80a-1) (``1940 Act'') (the ``Exemptive Order''). See
Investment Company Act Release No. 30562 (June 18, 2013) (File No.
812-14041).
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Description of the Shares and the Fund
ProShare Advisors LLC is the investment adviser (``Adviser'') to
the Fund and the Subsidiary. JPMorgan Chase Bank, National Association
(``JP Morgan'') is the administrator, custodian, fund account agent,
index receipt agent and transfer agent for the Trust. SEI Investments
Distribution Co. (``Distributor'') serves as the distributor for the
Trust.
Rule 14.11(i)(7) provides that, if the investment adviser to the
investment company issuing Managed Fund Shares is affiliated with a
broker-dealer, such investment adviser shall erect a ``fire wall''
between the investment adviser and the broker-dealer with respect to
access to information concerning the composition and/or changes to such
investment company portfolio.\6\ In

[[Page 47476]]

addition, Rule 14.11(i)(7) further requires that personnel who make
decisions on the investment company's portfolio composition must be
subject to procedures designed to prevent the use and dissemination of
material nonpublic information regarding the applicable investment
company portfolio. Rule 14.11(i)(7) is similar to Rule
14.11(b)(5)(A)(i), however, Rule 14.11(i)(7) in connection with the
establishment of a ``fire wall'' between the investment adviser and the
broker-dealer reflects the applicable open-end fund's portfolio, not an
underlying benchmark index, as is the case with index-based funds. The
Adviser is not a registered broker-dealer, but is currently affiliated
with a broker-dealer and, in the future may be affiliated with other
broker dealers. The Adviser has implemented and will maintain a fire
wall with respect to its broker-dealer affiliate regarding access to
information concerning the composition and/or changes to the Fund's
portfolio. The Adviser personnel who make decisions regarding the
Fund's portfolio are subject to procedures designed to prevent the use
and dissemination of material nonpublic information regarding the
Fund's portfolio. In the event that (a) the Adviser becomes a broker-
dealer or newly affiliated with a broker-dealer, or (b) any new adviser
or sub-adviser is a broker-dealer or becomes affiliated with a broker-
dealer, it will implement a fire wall with respect to its relevant
personnel or such broker-dealer affiliate, as applicable, regarding
access to information concerning the composition and/or changes to the
portfolio, and will be subject to procedures designed to prevent the
use and dissemination of material non-public information regarding such
portfolio.
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\6\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940, as amended
(the ``Advisers Act''). As a result, the Adviser and its related
personnel are subject to the provisions of Rule 204A-1 under the
Advisers Act relating to codes of ethics. This Rule requires
investment advisers to adopt a code of ethics that reflects the
fiduciary nature of the relationship to clients as well as
compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) adopted and implemented written policies and procedures
reasonably designed to prevent violation, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.
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ProShares Crude Oil Strategy ETF
According to the Registration Statement, the Fund is an actively
managed fund that seeks to provide long term capital appreciation,
primarily through exposure to the WTI crude oil futures markets, which
include only those WTI crude oil contracts traded on the New York
Mercantile Exchange and ICE Futures Europe (``WTI Crude Oil Futures'').
The Fund's active strategy seeks to provide this exposure by rolling
WTI Crude Oil Futures contracts (e.g., selling a futures contract as it
nears its expiration date and replacing it with a new futures contract
that has a later expiration date). The Fund generally selecting between
first, second and third month WTI Crude Oil Futures contracts based on
an analysis of the liquidity and cost surrounding such positions.
The Fund generally will not invest directly in WTI Crude Oil
Futures. The Fund expects to gain exposure to these investments by
investing a portion of its assets in the Subsidiary.\7\ The Subsidiary
is advised by the Adviser. Unlike the Fund, the Subsidiary is not an
investment company registered under the 1940 Act. The Fund's investment
in the Subsidiary is intended to provide the Fund with exposure to the
WTI crude oil markets in accordance with applicable rules and
regulations. The Subsidiary has the same investment objective as the
Fund. The Fund will generally invest up to 25% of its total assets in
the Subsidiary and, through such investment, generally remain fully
exposed to WTI Crude Oil Futures, even during times of adverse market
conditions. Such positions are generally collateralized by the Fund's
positions in Cash Assets, as defined below.
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\7\ The Subsidiary is not registered under the 1940 Act and is
not directly subject to its investor protections, except as noted in
the Registration Statement. However, the Subsidiary is wholly-owned
and controlled by the Fund and is advised by the Adviser. Therefore,
because of the Fund's ownership and control of the Subsidiary, the
Subsidiary would not take action contrary to the interests of the
Fund or its shareholders. The Fund's Board of Trustees (``Board'')
has oversight responsibility for the investment activities of the
Fund, including its expected investment in the Subsidiary, and the
Fund's role as the sole shareholder of the Subsidiary. The Adviser
receives no additional compensation for managing the assets of the
Subsidiary. The Subsidiary will also enter into separate contracts
for the provision of custody, transfer agency, and accounting agent
services with the same or with affiliates of the same service
providers that provide those services to the Fund.
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In order to achieve its investment objective, the Fund will invest
in: (i) WTI Crude Oil Futures; and (ii) Cash Assets (which are used to
collateralize the WTI Crude Oil Futures), which will, under normal
circumstances,\8\ be held in cash or cash equivalents such as U.S.
Treasury securities or other high credit quality short-term fixed-
income or similar securities (including US agency securities, shares of
money market funds, bank deposits, bank money market accounts, certain
variable rate-demand notes, and repurchase agreements collateralized by
government securities). The Fund will use the Cash Assets to meet asset
coverage tests resulting from the Subsidiary's derivative exposure on a
day-to-day basis. As a whole, the Fund's investments are meant to
achieve its investment objective within the limitations of the federal
tax requirements applicable to regulated investment companies. The Fund
does not invest in nor seek exposure to the current ``spot'' or cash
price of physical crude oil. WTI Crude Oil Futures contracts typically
perform very differently from, and commonly underperform, the spot
price of WTI crude oil.
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\8\ The term ``under normal circumstances'' includes, but is not
limited to, the absence of extreme volatility or trading halts in
the futures markets or the financial markets generally; operational
issues causing dissemination of inaccurate market information; or
force majeure type events such as systems failure, natural or man-
made disaster, act of God, armed conflict, act of terrorism, riot or
labor disruption or any similar intervening circumstance.
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The Fund intends to qualify each year as a regulated investment
company (a ``RIC'') under Subchapter M of the Internal Revenue Code of
1986, as amended.\9\ The Fund will invest its assets (including via the
Subsidiary), and otherwise conduct its operations, in a manner that is
intended to satisfy the qualifying income, diversification and
distribution requirements necessary to establish and maintain RIC
qualification under Subchapter M.
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\9\ 26 U.S.C. 851.
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Investment Restrictions
While the Fund does not currently anticipate holding illiquid
assets, it may hold up to an aggregate amount of 15% of its net assets
in illiquid assets (calculated at the time of investment) deemed
illiquid by the Adviser \10\ under the 1940 Act.\11\ The Fund will
monitor

[[Page 47477]]

its portfolio liquidity on an ongoing basis to determine whether, in
light of current circumstances, an adequate level of liquidity is being
maintained, and will consider taking appropriate steps in order to
maintain adequate liquidity if, through a change in values, net assets,
or other circumstances, more than 15% of the Fund's net assets are held
in illiquid assets. Illiquid assets include assets subject to
contractual or other restrictions on resale and other instruments that
lack readily available markets as determined in accordance with
Commission staff guidance.
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\10\ In reaching liquidity decisions, the Adviser may consider
the following factors: The frequency of trades and quotes for the
security; the number of dealers wishing to purchase or sell the
security and the number of other potential purchasers; dealer
undertakings to make a market in the security; and the nature of the
security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers,
and the mechanics of transfer).
\11\ The Commission has stated that long-standing Commission
guidelines have required open-end funds to hold no more than 15% of
their net assets in illiquid securities and other illiquid assets.
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR
14618 (March 18, 2008), footnote 34. See also, Investment Company
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31,
1970) (Statement Regarding ``Restricted Securities''); Investment
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio
security is illiquid if it cannot be disposed of in the ordinary
course of business within seven days at approximately the value
ascribed to it by the fund. See Investment Company Act Release No.
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990)
(adopting Rule 144A under the Securities Act of 1933).
---------------------------------------------------------------------------

The Fund's investments will be consistent with the Fund's
investment objective and will not be used to achieve leveraged or
inverse leveraged returns (i.e. two times or three times the Fund's
benchmark).
Net Asset Value
According to the Registration Statement, the net asset value
(``NAV'') of the Shares of the Fund will be calculated by dividing the
value of the net assets of the Fund (i.e., the value of its total
assets less total liabilities) by the total number of Shares
outstanding. Expenses and fees, including the management and
administration fees, are accrued daily and taken into account for
purposes of determining NAV. The NAV of the Fund is generally
determined at 2:30 p.m. Eastern Time each business day when the
Exchange is open for trading. If the Exchange or market on which the
Fund's investments are primarily traded closes early, the NAV may be
calculated prior to its normal calculation time. Creation/redemption
transaction order time cutoffs (as further described below) would also
be accelerated.
U.S. Treasury and agency securities will generally be valued at
their market price using market quotations or information provided by a
pricing service. Certain short-term debt securities are valued on the
basis of amortized cost. WTI Crude Oil Futures are generally valued at
their settlement price as determined by the relevant exchange.
Repurchase agreements, variable rate demand notes, overnight bank
deposits, and overnight bank money market accounts are generally valued
at cost. Bank money market accounts and time deposits with terms
greater than a single day are fair valued per the procedures below.
Money market funds would generally be valued at their current Net Asset
Value per share, typically $1.00 per share.
When the Adviser determines that the price of a security or
derivative is not readily available or deems the price unreliable, it
may, in good faith, establish a fair value for that security or
derivative in accordance with procedures established by and under the
general supervision and responsibility of the Board. The use of a fair
valuation method may be appropriate if, for example, market quotations
do not accurately reflect fair value for an investment, a trading halt
closes an exchange or market early, or other events result in an
exchange or market delaying its normal close. The Adviser may consider
applying appropriate valuation methodologies, which may include
discounts of market value of similar freely traded securities, yields
to maturity, or any other appropriate method. In determining the
appropriate methodology, the Adviser may consider all relevant factors,
including, among other things: Fundamental analytical data; the types
of instruments affected; pricing history of the instrument; whether
dealer quotations are available; liquidity of the market; news or other
events; and other factors the Adviser deems relevant.
For more information regarding the valuation of Fund investments in
calculating the Fund's NAV, see the Registration Statement.
The Shares
The Fund will issue and redeem Shares on a continuous basis at the
NAV per Share only in large blocks of a specified number of Shares or
multiples thereof (``Creation Units'') in transactions with authorized
participants who have entered into agreements with the Distributor. The
Adviser currently anticipates that a Creation Unit will consist of
25,000 Shares, though this number may change from time to time,
including prior to listing of the Shares. The exact number of Shares
that will constitute a Creation Unit will be disclosed in the
Registration Statement. Once created, Shares of the Fund may trade on
the secondary market in amounts less than a Creation Unit.
Although the Adviser anticipates that purchases and redemptions for
Creation Units will generally be executed on an all-cash basis, the
consideration for purchase of Creation Units of the Fund may consist of
an in-kind deposit of a designated portfolio of assets (including any
portion of such assets for which cash may be substituted) (i.e., the
``Deposit Assets''), and the ``Cash Component'' computed as described
below. Together, the Deposit Assets and the Cash Component constitute
the ``Fund Deposit,'' which represents the minimum initial and
subsequent investment amount for a Creation Unit of the Fund. The
specific terms surrounding the creation and redemption of shares are at
the discretion of the Adviser.
The Deposit Assets and Fund Securities (as defined below), as the
case may be, in connection with a purchase or redemption of a Creation
Unit, generally will correspond pro rata, to the extent practicable, to
the assets held by the Fund.
The Cash Component will be an amount equal to the difference
between the NAV of the Shares (per Creation Unit) and the ``Deposit
Amount,'' which will be an amount equal to the market value of the
Deposit Assets, and serve to compensate for any differences between the
NAV per Creation Unit and the Deposit Amount. The Fund generally offers
Creation Units partially or entirely for cash. The Adviser will make
available through the National Securities Clearing Corporation
(``NSCC'') on each business day, prior to the opening of business on
the Exchange, the list of names and the required number or par value of
each Deposit Asset and the amount of the Cash Component to be included
in the current Fund Deposit (based on information as of the end of the
previous business day) for the Fund.
The identity and number or par value of the Deposit Assets may
change pursuant to changes in the composition of the Fund's portfolio
as rebalancing adjustments and corporate action events occur from time
to time. The composition of the Deposit Assets may also change in
response to adjustments to the weighting or composition of the holdings
of the Fund.
The Fund reserves the right to permit or require the substitution
of a ``cash in lieu'' amount to be added to the Cash Component to
replace any Deposit Asset that may not be available in sufficient
quantity for delivery or that may not be eligible for transfer through
the Depository Trust Company (``DTC'') or the clearing process through
the NSCC.\12\
---------------------------------------------------------------------------

\12\ The Adviser represents that, to the extent the Trust
permits or requires a ``cash in lieu'' amount, such transactions
will be effected in the same or equitable manner for all authorized
participants.

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

[[Page 47478]]

Except as noted below, all creation orders must be placed for one
or more Creation Units and must be received by the Distributor at a
time specified by the Adviser. The Fund currently intends that such
orders must be received in proper form no later than 2:00 p.m. Eastern
Time on the date such order is placed in order for creation of Creation
Units to be effected based on the NAV of Shares of the Fund as next
determined on such date after receipt of the order in proper form. The
``Settlement Date'' is generally the third business day after the
transmittal date. On days when the Exchange or the futures markets
close earlier than normal, the Fund may require orders to create or to
redeem Creation Units to be placed earlier in the day.
Fund Deposits must be delivered through either the Continuous Net
Settlement facility of the NSCC, the Federal Reserve System (for cash
and government securities), through DTC (for corporate securities), or
through a central depository account, such as with Euroclear or DTC,
maintained by JP Morgan (a ``Central Depository Account''), in any case
at the discretion of the Adviser, by an authorized participant. Any
portion of a Fund Deposit that may not be delivered through the NSCC,
Federal Reserve System or DTC must be delivered through a Central
Depository Account.
A standard creation transaction fee may be imposed to offset the
transfer and other transaction costs associated with the issuance of
Creation Units.
Shares of the Fund may be redeemed only in Creation Units at their
NAV next determined after receipt of a redemption request in proper
form by the Distributor and only on a business day. The Adviser will
make available through the NSCC, prior to the opening of business on
the Exchange on each business day, the designated portfolio of assets
(including any portion of such assets for which cash may be
substituted) that will be applicable (subject to possible amendment or
correction) to redemption requests received in proper form on that day
(``Fund Securities''). The redemption proceeds for a Creation Unit
generally will consist of a specified amount of cash less a redemption
transaction fee. The Fund generally will redeem Creation Units entirely
for cash.
A standard redemption transaction fee may be imposed to offset
transfer and other transaction costs that may be incurred by the Fund.
Redemption requests for Creation Units of the Fund must be
submitted to the Distributor by or through an authorized participant by
a time specified by the Adviser. The Fund currently intends that such
requests must be received no later than 2:00 p.m. Eastern Time on any
business day, in order to receive that day's NAV. The authorized
participant must transmit the request for redemption in the form
required by the Fund to the Distributor in accordance with procedures
set forth in the authorized participant agreement.
Additional information regarding the Shares and the Fund, including
investment strategies, risks, creation and redemption procedures, fees
and expenses, portfolio holdings disclosure policies, distributions,
taxes and reports to be distributed to beneficial owners of the Shares
can be found in the Registration Statement or on the Web site for the
Fund (www.ProShares.com), as applicable.
Availability of Information
The Fund's Web site, which will be publicly available prior to the
public offering of Shares, will include a form of the prospectus for
the Fund that may be downloaded. The Web sites will include additional
quantitative information updated on a daily basis, including, for the
Fund: (1) The prior business day's reported NAV, the closing market
price or the midpoint of the bid/ask spread at the time of calculation
of such NAV (the ``Bid/Ask Price''),\13\ daily trading volume, and a
calculation of the premium and discount of the closing market price or
Bid/Ask Price against the NAV; and (2) data in chart format displaying
the frequency distribution of discounts and premiums of the daily
closing market price or Bid/Ask Price against the NAV, within
appropriate ranges, for each of the four previous calendar quarters.
Daily trading volume information will be available in the financial
section of newspapers, through subscription services such as Bloomberg,
Thomson Reuters, and International Data Corporation, which can be
accessed by authorized participants and other investors, as well as
through other electronic services, including major public Web sites. On
each business day, before commencement of trading in Shares during
Regular Trading Hours \14\ on the Exchange, the Fund will disclose on
its Web site the identities and quantities of the portfolio WTI Crude
Oil Futures and other assets (the ``Disclosed Portfolio'') held by the
Fund and the Subsidiary that will form the basis for the Fund's
calculation of NAV at the end of the business day.\15\ The Disclosed
Portfolio will include, as applicable: Ticker symbol or other
identifier, a description of the holding, identity of the asset upon
which the derivative is based, the quantity of each security or other
asset held as measured by select metrics, maturity date, coupon rate,
effective date, market value and percentage weight of the holding in
the portfolio. The Web site and information will be publicly available
at no charge.
---------------------------------------------------------------------------

\13\ The Bid/Ask Price of the Fund will be determined using the
midpoint of the highest bid and the lowest offer on the Exchange as
of the time of calculation of the Fund's NAV. The records relating
to Bid/Ask Prices will be retained by the Fund and its service
providers.
\14\ Regular Trading Hours are 9:30 a.m. to 4:00 p.m. Eastern
Time.
\15\ Under accounting procedures to be followed by the Fund,
trades made on the prior business day (``T'') will be booked and
reflected in NAV on the current business day (``T+1''). Accordingly,
the Fund will be able to disclose at the beginning of the business
day the portfolio that will form the basis for the NAV calculation
at the end of the business day.
---------------------------------------------------------------------------

In addition, for the Fund, an estimated value, defined in Rule
14.11(i)(3)(C) as the ``Intraday Indicative Value,'' that reflects an
estimated intraday value of the Fund's portfolio, will be disseminated.
Moreover, the Intraday Indicative Value will be based upon the current
value for the components of the Disclosed Portfolio and will be updated
and widely disseminated by one or more major market data vendors at
least every 15 seconds during the Exchange's Regular Trading Hours.\16\
In addition, the quotations of certain of the Fund's holdings may not
be updated for purposes of calculating Intraday Indicative Value during
U.S. trading hours where the market on which the underlying asset is
traded settles prior to the end of the Exchange's Regular Trading
Hours.
---------------------------------------------------------------------------

\16\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available
Intraday Indicative Values published via the Consolidated Tape
Association (``CTA'') or other data feeds.
---------------------------------------------------------------------------

The dissemination of the Intraday Indicative Value, together with
the Disclosed Portfolio, will allow investors to determine the value of
the underlying portfolio of the Fund on a daily basis and provide an
estimate of that value throughout the trading day.
Intraday price quotations on cash equivalents of the type held by
the Fund are available from major broker-dealer firms and from third-
parties, which may provide prices free with a time delay, or ``live''
with a paid fee. For WTI Crude Oil Futures, such intraday information
is available directly from the applicable listing exchange. Intraday
price

[[Page 47479]]

information is also available through subscription services, such as
Bloomberg and Thomson Reuters, which can be accessed by authorized
participants and other investors. Pricing information related to money
market fund shares will be available through issuer Web sites and
publicly available quotation services such as Bloomberg, Markit and
Thomson Reuters. Money market fund shares are not generally priced or
quoted on an intraday basis.
Information regarding market price and volume of the Shares will be
continually available on a real-time basis throughout the day on
brokers' computer screens and other electronic services. The previous
day's closing price and trading volume information for the Shares will
be generally available daily in the print and online financial press.
Quotation and last sale information for the Shares will be available on
the facilities of the CTA.
Initial and Continued Listing
The Shares will be subject to Rule 14.11(i), which sets forth the
initial and continued listing criteria applicable to Managed Fund
Shares. The Exchange represents that, for initial and/or continued
listing, the Fund must be in compliance with Rule 10A-3 under the
Act.\17\ A minimum of 100,000 Shares will be outstanding at the
commencement of trading on the Exchange. The Exchange will obtain a
representation from the issuer of the Shares that the NAV will be
calculated daily and that the NAV and the Disclosed Portfolio will be
made available to all market participants at the same time.
---------------------------------------------------------------------------

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

Trading Halts
With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares the Fund. The Exchange will halt trading in the
Shares under the conditions specified in Rule 11.18. Trading may be
halted because of market conditions or for reasons that, in the view of
the Exchange, make trading in the Shares inadvisable. These may
include: (1) The extent to which trading is not occurring in the WTI
Crude Oil Futures and other assets composing the Disclosed Portfolio of
the Fund; or (2) whether other unusual conditions or circumstances
detrimental to the maintenance of a fair and orderly market are
present. Trading in the Shares also will be subject to Rule
14.11(i)(4)(B)(iv), which sets forth circumstances under which Shares
of the Fund may be halted.
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. The Exchange will
allow trading in the Shares from 8:00 a.m. until 5:00 p.m. Eastern
Time. The Exchange has appropriate rules to facilitate transactions in
the Shares during all trading sessions. As provided in Rule 11.11(a),
the minimum price variation for quoting and entry of orders in Managed
Fund Shares traded on the Exchange is $0.01, with the exception of
securities that are priced less than $1.00, for which the minimum price
variation for order entry is $0.0001.
Surveillance
The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of the Shares on the Exchange during
all trading sessions and to deter and detect violations of Exchange
rules and the applicable federal securities laws. Trading of the Shares
through the Exchange will be subject to the Exchange's surveillance
procedures for derivative products, including Managed Fund Shares. The
Exchange may obtain information regarding trading in the Shares and the
underlying futures via the Intermarket Surveillance Group (``ISG'')
from other exchanges who are members or affiliates of the ISG or with
which the Exchange has entered into a comprehensive surveillance
sharing agreement.\18\ In addition, the Exchange is able to access, as
needed, trade information for certain fixed income instruments reported
to FINRA's Trade Reporting and Compliance Engine (``TRACE''). The
Exchange prohibits the distribution of material non-public information
by its employees.
---------------------------------------------------------------------------

\18\ For a list of the current members and affiliate members of
ISG, see www.isgportal.com. The Exchange notes that not all
components of the Disclosed Portfolio for the Fund may trade on
markets that are members of ISG or with which the Exchange has in
place a comprehensive surveillance sharing agreement. At least 90%
of the weight of the futures contracts held by the Fund will trade
on markets that are a member of ISG or affiliated with a member of
ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement.
---------------------------------------------------------------------------

Information Circular
Prior to the commencement of trading, the Exchange will inform its
members in an Information Circular of the special characteristics and
risks associated with trading the Shares. Specifically, the Information
Circular will discuss the following: (1) The procedures for purchases
and redemptions of Shares in Creation Units (and that Shares are not
individually redeemable); (2) Exchange Rule 3.7, which imposes
suitability obligations on Exchange members with respect to
recommending transactions in the Shares to customers; (3) how
information regarding the Intraday Indicative Value is disseminated;
(4) the risks involved in trading the Shares during the Pre-Opening
\19\ and After Hours Trading Sessions \20\ when an updated Intraday
Indicative Value will not be calculated or publicly disseminated; (5)
the requirement that members deliver a prospectus to investors
purchasing newly issued Shares prior to or concurrently with the
confirmation of a transaction; and (6) trading information.
---------------------------------------------------------------------------

\19\ The Pre-Opening Session is from 8:00 a.m. to 9:30 a.m.
Eastern Time.
\20\ The After Hours Trading Session is from 4:00 p.m. to 5:00
p.m. Eastern Time.
---------------------------------------------------------------------------

In addition, the Information Circular will advise members, prior to
the commencement of trading, of the prospectus delivery requirements
applicable to the Fund. Members purchasing Shares from the Fund for
resale to investors will deliver a prospectus to such investors. The
Information Circular will also discuss any exemptive, no-action, and
interpretive relief granted by the Commission from any rules under the
Act.
In addition, the Information Circular will reference that the Fund
is subject to various fees and expenses described in the Registration
Statement. The Information Circular will also disclose the trading
hours of the Shares of the Fund and the applicable NAV calculation time
for the Shares. The Information Circular will disclose that information
about the Shares of the Fund will be publicly available on the Fund's
Web site. In addition, the Information Circular will reference that the
Trust is subject to various fees and expenses described in the
Registration Statement.
2. Statutory Basis
The Exchange believes that the proposal is consistent with Section
6(b) of the Act \21\ in general and Section 6(b)(5) of the Act \22\ in
particular in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system and, in

[[Page 47480]]

general, to protect investors and the public interest.
---------------------------------------------------------------------------

\21\ 15 U.S.C. 78f.
\22\ 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 BZX Rule 14.11(i). The
Exchange believes that its surveillance procedures are adequate to
properly monitor the trading of the Shares on the Exchange during all
trading sessions and to deter and detect violations of Exchange rules
and the applicable federal securities laws. If the investment adviser
to the investment company issuing Managed Fund Shares is affiliated
with a broker-dealer, such investment adviser to the investment company
shall erect a ``fire wall'' between the investment adviser and the
broker-dealer with respect to access to information concerning the
composition and/or changes to such investment company portfolio. The
Adviser is not a registered broker-dealer, but is affiliated with a
broker-dealer and has implemented a ``fire wall'' with respect to such
broker-dealer regarding access to information concerning the
composition and/or changes to the Fund's portfolio. At least 90% of the
weight of the futures contracts held by the Fund will trade on markets
that are a member of ISG or affiliated with a member of ISG or with
which the Exchange has in place a comprehensive surveillance sharing
agreement. The Exchange may obtain information regarding trading in the
Shares and at least 90% of the weight of the underlying futures
contracts held by the Fund via the ISG from other exchanges who are
members or affiliates of the ISG or with which the Exchange has entered
into a comprehensive surveillance sharing agreement.\23\ In addition,
the Exchange is able to access, as needed, trade information for
certain fixed income instruments reported to FINRA's TRACE.
---------------------------------------------------------------------------

\23\ See note 18, supra.
---------------------------------------------------------------------------

The Fund expects that it will generally seek to remain fully
exposed to WTI Crude Oil Futures even during times of adverse market
conditions. Under normal circumstances, the Fund's cash assets (which
are used to collateralize the WTI Crude Oil Futures) will be held in:
Cash or cash equivalents such as U.S. Treasury securities or other high
credit quality short-term fixed-income or similar securities (including
U.S. agency securities, shares of money market funds, bank deposits,
bank money market accounts, certain variable rate-demand notes, and
repurchase agreements collateralized by government securities).
Additionally, the Fund may hold up to an aggregate amount of 15% of
its net assets in illiquid assets (calculated at the time of
investment). The Fund will monitor its portfolio liquidity on an
ongoing basis to determine whether, in light of current circumstances,
an adequate level of liquidity is being maintained, and will consider
taking appropriate steps in order to maintain adequate liquidity if,
through a change in values, net assets, or other circumstances, more
than 15% of the Fund's net assets are held in illiquid assets. Illiquid
assets include assets subject to contractual or other restrictions on
resale and other instruments that lack readily available markets as
determined in accordance with Commission staff guidance.
The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Exchange will obtain a representation from the issuer of the
Shares that the NAV will be calculated daily and that the NAV and the
Disclosed Portfolio will be made available to all market participants
at the same time. In addition, a large amount of information is
publicly available regarding the Fund and the Shares, thereby promoting
market transparency. Moreover, the Intraday Indicative Value will be
disseminated by one or more major market data vendors at least every 15
seconds during Regular Trading Hours. On each business day, before
commencement of trading in Shares during Regular Trading Hours, the
Fund will disclose on its Web site the Disclosed Portfolio that will
form the basis for the Fund's calculation of NAV at the end of the
business day. Pricing information will be available on the Fund's Web
site including: (1) The prior business day's reported NAV, the Bid/Ask
Price of the Fund, and a calculation of the premium and discount of the
Bid/Ask Price against the NAV; and (2) data in chart format displaying
the frequency distribution of discounts and premiums of the daily Bid/
Ask Price against the NAV, within appropriate ranges, for each of the
four previous calendar quarters. Additionally, information regarding
market price and trading of the Shares will be continually available on
a real-time basis throughout the day on brokers' computer screens and
other electronic services, and quotation and last sale information for
the Shares will be available on the facilities of the CTA. The Web site
for the Fund will include a form of the prospectus for the Fund and
additional data relating to NAV and other applicable quantitative
information. Trading in Shares of the Fund will be halted under the
conditions specified in BZX Rule 11.18. Trading may also be halted
because of market conditions or for reasons that, in the view of the
Exchange, make trading in the Shares inadvisable. Finally, trading in
the Shares will be subject to BZX Rule 14.11(i)(4)(B)(iv), which sets
forth circumstances under which Shares of the Fund may be halted. In
addition, as noted above, investors will have ready access to
information regarding the Fund's holdings, the Intraday Indicative
Value, the Disclosed Portfolio, and quotation and last sale information
for the Shares.
Intraday price quotations on U.S. government securities and
repurchase agreements of the type held by the Fund are available from
major broker-dealer firms and from third-parties, which may provide
prices free with a time delay, or ``live'' with a paid fee. Major
broker-dealer firms will also provide intraday quotes on swaps of the
type held by the Fund. For WTI Crude Oil Futures, such intraday
information is available directly from the applicable listing exchange.
Intraday price information is also available through subscription
services, such as Bloomberg and Thomson Reuters, which can be accessed
by authorized participants and other investors. Pricing information
related to money market fund shares will be available through issuer
Web sites and publicly available quotation services such as Bloomberg,
Markit and Thomson Reuters. Money market fund shares are not generally
priced or quoted on an intraday basis.
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 actively-managed exchange-traded product that will
enhance competition among market participants, to the benefit of
investors and the marketplace. As noted above, the Exchange has in
place surveillance procedures relating to trading in the Shares and may
obtain information via ISG from other exchanges that are members of ISG
or with which the Exchange has entered into a comprehensive
surveillance sharing agreement as well as trade information for certain
fixed income instruments as reported to FINRA's TRACE. At least 90% of
the weight of the futures contracts held by the Fund will trade on
markets that are a member of ISG or affiliated with a member of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing

[[Page 47481]]

agreement. In addition, as noted above, investors will have ready
access to information regarding the Fund's holdings, the Intraday
Indicative Value, the Disclosed Portfolio, and quotation and last sale
information for the Shares.
For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) of the
Act.

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

The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purpose of the Act. The Exchange notes that the
proposed rule change, rather will facilitate the listing and trading of
additional actively-managed exchange-traded products that will enhance
competition among both market participants and listing venues, 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

The Exchange has neither solicited nor received written comments on
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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-BatsBZX-2016-34 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-BatsBZX-2016-34. 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 (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for 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-BatsBZX-2016-34 and should
be submitted on or before August 11, 2016.

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
---------------------------------------------------------------------------

\24\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-17199 Filed 7-20-16; 8:45 am]
BILLING CODE 8011-01-P

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