66794 Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 

1 15 U.S.C.78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4Commentary .02 to NYSE Arca Rule 8.200–E 

applies to Trust Issued Receipts that invest in 

‘‘Financial Instruments.’’ The term ‘‘Financial 

Instruments,’’ as defined in Commentary .02(b)(4) to 

NYSE Arca Rule 8.200–E, means any combination 

of investments, including cash; securities; options 

on securities and indices; futures contracts; options 

on futures contracts; forward contracts; equity caps, 

collars and floors; and swap agreements. 

5See Securities Exchange Act Release Nos. 58457 

(September 3, 2008), (73 FR 52711 (September 10, 

2008) (SR–NYSEArca–2008–91) (notice of filing and 

order granting accelerated approval of proposed 

rule change regarding listing and trading of shares 

of 14 funds of the Commodities and Currency Trust 

(now the ProShares Trust II)); 58162 (July 15, 2008), 

73 FR 42391 (July 21, 2008) (SR–NYSEArca–2008– 

73) (notice of filing and immediate effectiveness of 

proposed rule change relating to trading of shares 

of 14 funds of the Commodities and Currency Trust 

pursuant to unlisted trading privileges) (‘‘Prior 

NYSE Arca Notice’’). See also Securities Exchange 

Act Release Nos. 58161 (July 15, 2008), 73 FR 42380 

(July 21, 2008) (SR–Amex–2008–39) (order 

approving listing and trading on the American 

Stock Exchange LLC of shares of 14 funds of the 

Commodities and Currency Trust) (‘‘Prior Amex 

Order’’); 57932 (June 5, 2008), 73 FR 33467 (June 

12, 2008) (notice of proposed rule change regarding 

listing and trading of shares of 14 funds of the 

Commodities and Currency Trust) (‘‘Prior Amex 

Notice’’ and, together with the Prior Amex Order, 

the ‘‘Prior Amex Releases’’). 

6The ProShares Ultra Gold and ProShares Ultra 

Silver are referred to herein as ‘‘Ultra Funds’’ and 

the ProShares UltraShort Gold and ProShares 

UltraShort Silver are referred to herein as 

‘‘UltraShort Funds.’’ 

7On October 1, 2018, the Trust filed with the 

Commission, registration statements pursuant to 

Rule 424(b)(3) under the Securities Act of 1933 

(‘‘Securities Act’’) (15 U.S.C. 77a) relating to the 

Ultra Gold and Ultra Silver Funds (File No. 333– 

220688) and the UltraShort Silver and UltraShort 

Gold Funds (File No. 333–223012). The registration 

statements filed pursuant to Rule 424(b)(3) are 

collectively referred to herein as the ‘‘Registration 

Statements.’’ The description of the operation of the 

Trust and the Funds herein is based, in part, on the 

Registration Statements. Share of the Funds are 

currently listed and traded on the Exchange in 

compliance with all original and continued listing 

standards of the Exchange and requirements of the 

Prior NYSE Arca Order and the Prior Amex 

Releases. 

OCC is AUTHORIZED to implement the 

proposed change as of the date of this 

notice or the date of an order by the 

Commission approving proposed rule 

change SR–OCC–2018–014, as modified 

by Partial Amendment No. 1, whichever 

is later. 

By the Commission. 

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–28008 Filed 12–26–18; 8:45 am] 

BILLING CODE P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84853; File No. SR– 

NYSEArca–2018–91] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Changes Relating to ProShares 

Ultra Gold, ProShares UltraShort Gold, 

ProShares Ultra Silver, and ProShares 

UltraShort Silver 

December 19, 2018. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on December 

6, 2018, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the selfregulatory 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 reflect 

changes to the underlying benchmark, 

net asset value calculation times, and 

creation and redemption order cut-off 

times applicable to the ProShares Ultra 

Gold, ProShares UltraShort Gold, 

ProShares Ultra Silver, and ProShares 

UltraShort Silver. The proposed rule 

change is available on the Exchange’s 

website at www.nyse.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Commission previously approved 

the listing and trading of the shares 

(‘‘Shares’’) on the Exchange of the 

following under Commentary .02 to 

NYSE Arca Rule 8.200–E,4 which 

governs the listing and trading of ‘‘Trust 

Issued Receipts’’ (‘‘TIRs’’) on the 

Exchange: 5 ProShares Ultra Gold, 

ProShares UltraShort Gold, ProShares 

Ultra Silver, and ProShares UltraShort 

Silver (each a ‘‘Fund’’ and, collectively, 

the ‘‘Funds’’).6 The Funds are series of 

ProShares Trust II (‘‘Trust’’). The Bank 

of New York Mellon Corporation is 

custodian for the Trust. SEI Investments 

Distribution Co. is the distributor for the 

Funds.7 Shares of the Funds are 

currently listed and trading on the 

Exchange. 

The Exchange is submitting this 

proposed rule change to reflect a change 

to the underlying benchmarks, net asset 

value calculation times, and creation 

and redemption order cut-off times 

applicable to the Funds, as described 

below. 

Changes to Underlying Benchmarks 

The Ultra Funds seek daily 

investment results, before fees and 

expenses, that correspond to two times 

(2x) the daily performance of their 

‘‘Underlying Benchmark’’ (as described 

below) If each such Fund is successful 

in meeting its investment objective, the 

value of the Shares of each such Fund, 

on a given day, before fees and 

expenses, should gain approximately 

two times as much on a percentage basis 

as the level of each such Fund’s 

respective Underlying Benchmark when 

the price of the Underlying Benchmark 

rises, and should lose approximately 

two times as much when such price 

declines on a given day, before fees and 

expenses. The Ultra Funds do not seek 

to achieve their stated objective over a 

period greater than a single day. A 

‘‘single day’’ is measured from the time 

an Ultra Fund calculates its respective 

NAV to the time of the Ultra Fund’s 

next NAV calculation. 

The UltraShort Funds seek daily 

investment results, before fees and 

expenses that correspond to two times 

the inverse (¥2x) of the daily 

performance of their Underlying 

Benchmark. If each such Fund is 

successful in meeting its objective, the 

value of the Shares of each such Fund, 

on a given day, before fees and 

expenses, should gain approximately 

two times as much, on a percentage 

basis, when the level of each such 

Fund’s respective Underlying 

Benchmark declines, and should 

decrease approximately two times as 

much as the respective Underlying 


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Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 66795 

8For a description of the replacement of the 

LBMA Gold Price for the London Gold Fix, see 

Securities Exchange Act Release No. 74544 (March 

19, 2015), 80 FR 15840 (March 25, 2015) (SR– 

NYSEArca–2015–19) (Notice of Filing and 

Immediate Effectiveness of Proposed Rule Change 

Relating to the LBMA Gold Price as a Replacement 

for the London Gold Fix for Certain Gold Related 

Exchange Traded Products). 

9See Securities Exchange Act Release No. 81792 

(October 2, 2017), 82 FR 46867 (October 6, 2017) 

(SR–NYSEArca–2017–113) (Notice of Filing and 

Immediate Effectiveness of Proposed Rule Change 

to Reflect a Change to the Administrator for the 

London Bullion Market Association Silver Price to 

ICE Benchmark Administration). 

10See note 4, supra. 

11The changes described herein will be effected 

contingent upon filing of a prospectus supplement 

or upon effectiveness of the Trust’s most recent 

post-effective amendment to its Registration 

Statements. See note 7, supra. The Adviser 

represents that the Adviser will not implement the 

changes described herein until the instant proposed 

rule change is operative. 

12The Exchange notes that the Commission has 

previously approved multiple TIRs issued by 

ProShares Trust II based on sub-indexes within the 

Dow Jones-AIG Commodity Index (later named the 

Dow-Jones-UBS Commodity Index, and currently 

the BCOM). See the Prior Amex Releases, note 5, 

supra. 

13See Securities Exchange Act Release Nos. 

67882 (September 18, 2012) (SR–NYSEArca–2012– 

102) (Notice of Filing of Proposed Rule Change 

Relating to the Listing and Trading of Twelve Funds 

of the Direxion Shares ETF Trust II under NYSE 

Arca Equities Rule 8.200) (‘‘Direxion Notice’’); 

68165 (November 6, 2012) (SR–NYSEArca–2012– 

102) (Order Granting Approval of Proposed Rule 

Change Relating to the Listing and Trading of 

Twelve Funds of the Direxion Shares ETF Trust II 

under NYSE Arca Equities Rule 8.200); 54770 

(November 16, 2006) (SR–Amex–2006–76) (Notice 

of Filing of a Proposed Rule Change and 

Amendments No. 1 and 2 Thereto Relating to the 

Listing and Trading of the DB Multi-Sector 

Commodity Trust); and 55029 (December 29, 2006) 

(SR–Amex–2006–76) (Order Granting Accelerated 

Approval to Proposed Rule Change as Modified by 

Amendments No. 1, 2, 3, and 4 Thereto and Notice 

of Filing of Amendments No. 3 and 4 Relating to 

the Listing and Trading of the DB Multi-Sector 

Commodity Trust). 

14 Gold and silver futures contracts traded on 

COMEX are the global benchmark contracts and 

most liquid futures contracts in the world for each 

respective commodity. COMEX is a subsidiary of 

CME Group, Inc. (‘‘CME’’), a member of the 

Intermarket Surveillance Group (‘‘ISG’’). As of 

August 21, 2018, open interest in gold futures 

contracts and silver futures contracts traded on the 

CME was $58 billion and $18 billion, respectively. 

Gold futures contracts and silver futures contracts 

traded on CME had an average daily trading volume 

in 2017 of 290,000 contracts and 91,000 contracts, 

respectively. The trading hours for the gold futures 

contracts and silver futures contracts are 6 p.m.–5 

Continued 

Benchmark gains when the Underlying 

Benchmark rises on a given day, before 

fees and expenses. The UltraShort 

Funds do not seek to achieve their 

stated objective over a period greater 

than a single day. A ‘‘single day’’ is 

measured from the time an UltraShort 

Fund calculates its respective NAV to 

the time of the Ultra Fund’s next NAV 

calculation. 

With respect to the ProShares Ultra 

Gold and ProShares UltraShort Gold, 

the current Underlying Benchmark is 

the U.S. dollar price of gold bullion as 

measured by the LBMA Gold Price 

(formerly the London Gold Fix).8 With 

respect to the ProShares Ultra Silver and 

ProShares UltraShort Silver, the current 

Underlying Benchmark is the LBMA 

Silver Price.9

Thus, the ProShares Ultra Gold and 

ProShares UltraShort Gold seek daily 

investment results, before fees and 

expenses, that correspond to a multiple 

(2x) or inverse multiple (¥2x), as 

applicable, of the daily performance of 

gold bullion as measured by the U.S. 

dollar fixing price for delivery in 

London. The ProShares Ultra Silver and 

the ProShares UltraShort Silver seek 

daily investment results, before fees and 

expenses, that correspond to a multiple 

(2x) or inverse multiple (¥2x), as 

applicable, of the daily performance of 

silver bullion as measured by the U.S. 

dollar fixing price for delivery in 

London. These Funds do not directly or 

physically hold the underlying gold or 

silver, as applicable, but instead, seek 

exposure to gold or silver through the 

use of ‘‘Financial Instruments’’ based on 

the price of gold or silver, as applicable, 

to pursue their respective investment 

objective.10

The Prior NYSE Arca Notice and the 

Prior Amex Releases stated that the 

Adviser would manage each Fund using 

a strategy designed to correspond to the 

performance of its respective 

Underlying Benchmark. In this 

proposed rule change, the Exchange 

proposes to reflect a change to the 

Underlying Benchmarks applicable to 

the Funds. The new Underlying 

Benchmarks will be the Bloomberg Gold 

Subindex for the ProShares Ultra Gold 

and the ProShares UltraShort Gold, and 

the Bloomberg Silver Subindex for the 

ProShares Ultra Silver and the 

ProShares UltraShort Silver.11 Upon 

implementation of the proposed rule 

change, the Adviser will manage each of 

ProShares Ultra Gold and ProShares 

UltraShort Gold to seek daily 

investment results, before fees and 

expenses, that correspond to a multiple 

(2x) or inverse multiple (¥2x), as 

applicable, of the daily performance of 

the Bloomberg Gold Subindex. 

Additionally, the Adviser will manage 

each of the ProShares Ultra Silver and 

ProShares UltraShort Silver to seek 

daily investment results, before fees and 

expenses, that correspond to a multiple 

(2x) or inverse multiple (¥2x), as 

applicable, of the daily performance of 

the Bloomberg Silver Subindex. 

The Adviser believes that it is in the 

best interest of the Funds and their 

shareholders to replace the Underlying 

Benchmarks with the Bloomberg Gold 

Subindex or the Bloomberg Silver 

Subindex, as applicable, while keeping 

the Fund’s asset exposure and 

investment strategies similar, and 

without changing the Fund’s investment 

objective (other than to reflect the 

change to each Fund’s Underlying 

Benchmark). 

The Bloomberg Gold Subindex and 

the Bloomberg Silver Subindex are 

subindices of the Bloomberg 

Commodity Index (‘‘BCOM’’) 

(previously known as the Dow JonesUBS Commodity Index), which is 

composed of futures contracts on 

physical commodities.12 The Bloomberg 

Gold Subindex and Bloomberg Silver 

Subindex consist of COMEX gold 

futures contracts and COMEX silver 

futures contracts, respectively. They are 

not indexes that reflect the ‘‘spot’’ price 

of gold or silver. The Bloomberg Gold 

Subindex and the Bloomberg Silver 

Subindex are each a ‘‘rolling index.’’ 

This means the value of the subindex is 

calculated as if the futures contracts 

included in the subindex are closed out 

prior to expiration by making an 

offsetting sale or purchase of an 

identical futures contract with a later 

expiration date. This process is referred 

to as ‘‘rolling.’’ An investor with a 

rolling futures position is able to avoid 

delivering (or taking delivery of) 

underlying physical commodities while 

maintaining exposure to those 

commodities. The futures contracts in 

each subindex are ‘‘rolled’’ over a 

period of five business days in certain 

months according to a pre-determined 

schedule, generally beginning on the 

sixth business day of the month and 

ending on the tenth business day. 

The Exchange notes that the 

Commission has approved listing and 

trading on the Exchange of shares of 

TIRs with benchmarks based on COMEX 

gold or silver futures prices. For 

example, the Direxion Daily Gold Bear 

1X Shares, Direxion Daily Gold Bull 3X 

Shares, and Direxion Daily Gold Bear 

3X Shares invest in gold futures 

contracts traded on COMEX and their 

benchmark is the daily last sale price 

occurring on or before 4:00 p.m. Eastern 

Time of a standard gold futures contract 

for 100 troy ounces of gold.13 The 

Direxion Daily Silver Bear 1X Shares, 

Direxion Daily Silver Bull 3X Shares, 

and Direxion Daily Silver Bear 3X 

Shares invest in silver futures contracts 

traded on COMEX and their benchmark 

is the daily last sale price occurring on 

or before 4:00 p.m. Eastern Time of a 

standard silver futures contract for 5,000 

troy ounces of silver.14


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66796 Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 

p.m. Eastern Time Sunday through Friday on both 

the CME Globex and CME ClearPort platforms. 

Daily settlement for gold futures contracts occurs at 

1:30 p.m., Eastern time and at 1:25 p.m., Eastern 

time for silver futures contracts 

15See Securities Exchange Act Release No. 

55453(March 13, 2007), 72 FR 13333 (March 21, 

2007) (SR–NYSEArca–2006–62) (order approving 

unlisted trading privileges trading of PowerShares 

DB Agriculture Fund and other PowerShares 

commodity-based funds); 58993 (November 21, 

2008), 73 FR 72548 (November 28, 2008) (SR– 

NYSEArca–2008–128) (Notice of Filing and Order 

Granting Accelerated Approval of Proposed Rule 

Change Relating to Listing of PowerShares DB 

Funds). See also, Securities Exchange Act Release 

Nos. 60819 (October 13, 2009), 74 FR 53528 

(October 19, 2009) (SR–NYSEArca–2009–89) 

(Notice of Filing and Order Granting Accelerated 

Approval of Proposed Rule Change Relating to 

Replacement Indexes for PowerShares DB 

Commodity Index Tracking Fund and PowerShares 

DB Agriculture Fund); 79445 (December 1, 2016), 

81 FR 88302 (December 7, 2016) (SR–NYSEArca– 

2016–152) (Notice of Filing and Immediate 

Effectiveness of Proposal to Change Representation 

Regarding Investments by PowerShares DB Trust 

Issued Receipts Listed Under Commentary .02 to 

NYSE Arca Equities Rule 8.200). 

16See, e.g., Securities Exchange Act Release Nos. 

56224 (August 8, 2007), 72 FR 45850 (August 15, 

2007) (SR–NYSEArca–2007–76) (order approving 

listing on the Exchange of shares of the 

streetTRACKS Gold Trust; 59895 (May 8, 2009), 74 

FR 22993 (May 15, 2009) (SR–NYSEArca–2009–40) 

(notice of filing and order granting accelerated 

approval of proposed rule change relating to the 

listing and trading of shares of the ETFS Gold 

Trust); 71038(December 11, 2013), 78 FR 76367 

(December 17, 2013) (notice of filing of proposed 

rule change to list and trade shares of the Merk 

Gold Trust) 71378 (January 23, 2014), 79 FR 4786 

(January 29, 2014) (SRNYSEArca–2013–137) (order 

approving proposed rule change to list and trade 

shares of the Merk Gold Trust). 

17See notes 13 and 15, supra. 

18The Exchange notes that the Commission 

previously has issued a notice of filing and 

immediate effectiveness with respect to a change in 

the benchmark underlying an issue of CommodityBased Trust Shares listed on the Exchange under 

Rule 8.201–E from the COMEX settlement price for 

spot month gold futures to the London PM Fix. See 

Securities Exchange Act Release No. 63398 

(November 30, 2010) (SR–NYSEArca–2010–105) 

(Notice of Filing and Immediate Effectiveness of 

Proposed Rule Change Relating to the Calculation 

of Net Asset Value for the iShares® Gold Trust). 

19See, e.g., Securities Exchange Act Release No. 

81686 (September 22, 2017), 82 FR 45643 

(September 29, 2017) (SR–NYSEArca–2017–05) 

(Order Granting Approval of a Proposed Rule 

Change, as Modified by Amendment Nos. 2 and 3 

Thereto, to List and Trade Shares of Direxion Daily 

Crude Oil Bull 3x Shares and Direxion Daily Crude 

Oil Bear 3x Shares under NYSE Arca Equities Rule 

8.200) (stating that each fund will compute its NAV 

as of 2:30 p.m. Eastern Time, or if the NYSE closes 

earlier than 2:30 p.m. Eastern Time, each fund will 

compute its NAV as of the close of trading on the 

New York Stock Exchange). 

20See, e.g., Securities Exchange Act Release Nos. 

65136 (August 15, 2011), 76 FR 52037 (August 19, 

2011) (SR–NYSEArca–2011–24) (Order Approving a 

Proposed Rule Change to List and Trade Shares 

ProShares Short DJ–UBS Natural Gas, ProShares 

Ultra DJ–UBS Natural Gas and ProShares UltraShort 

DJ–UBS Natural Gas) (stating that an order to create 

or redeem Shares must be placed by 1:30 p.m. 

Eastern Time); 81655 (September 19, 2017), 82 FR 

44678 (September 25, 2017) (SR–NYSEArca–2016– 

In addition, the Commission has 

approved listing and trading on the 

Exchange of shares of the PowerShares 

DB Gold Fund (now the Invesco DB 

Gold Fund) and PowerShares DB Silver 

Fund (now the Invesco DB Silver Fund). 

The Invesco DB Gold Fund primarily 

holds futures contracts on the 

commodities comprising the DBIQ 

Optimum Yield Gold Index Excess 

Return (formerly the Deutsche Bank 

Liquid Commodity Index—Optimum 

Yield Gold Excess Return). The Invesco 

DB Silver Fund primarily holds futures 

contracts on the commodities 

comprising the DBIQ Optimum Yield 

Silver Index Excess Return (formerly the 

Deutsche Bank Liquid Commodity 

Index—Optimum Yield Silver Excess 

Return).15 The gold and silver futures in 

the indexes underlying the Invesco DB 

Gold Fund and the Invesco DB Silver 

Fund, respectively, are traded on the 

COMEX. 

The Adviser represents that the 

replacement of the current Underlying 

Benchmarks with the Bloomberg Gold 

Subindex and the Bloomberg Silver 

Subindex is in the best interest of each 

Fund’s shareholders. The Funds 

currently use the LBMA Gold Price or 

the LBMA Silver Price as their 

respective Underlying Benchmarks. 

While these Benchmarks are widely 

used measures of the spot price of 

physical gold or silver, as applicable, 

the Adviser believes that switching 

Underlying Benchmarks offers several 

potential benefits. Specifically, the 

Adviser anticipates that changing to a 

futures-based gold or silver Benchmark 

for each Fund could potentially (i) 

better align each Fund’s portfolio 

holdings (e.g., futures contracts) with its 

Underlying Benchmark (COMEX gold or 

silver futures contracts instead of the 

spot price of physical gold or silver) and 

reduce tracking error over time, (iii) 

better align the trading days and hours 

of each Fund’s portfolio investments 

with its Underlying Benchmark (since 

the trading hours of COMEX gold and 

silver futures contracts will more 

closely align with the hours of the 

Funds’ operation than the timing of the 

auction process used to determine the 

LBMA Gold Price and the LBMA Silver 

Price), and (iv) increase the number of 

trading counterparties for each Fund, 

which potentially increases 

counterparty diversification and helps 

limit counterparty risk to each Fund. 

While Commodity-Based Trust Shares 

holding physical gold or silver utilize 

the LBMA Gold Price or the LBMA 

Silver Price as their respective 

benchmarks,16 other TIRs, which do not 

hold physical commodities, have 

utilized COMEX gold or silver futures 

prices as benchmarks.17 The Adviser 

believes that changing each Fund’s 

Underlying Benchmark to the 

Bloomberg Gold Subindex and the 

Bloomberg Silver Subindex will allow 

each Fund to more efficiently track its 

Underlying Benchmark, reduce tracking 

error between each Fund’s net asset 

value (‘‘NAV’’) and Underlying 

Benchmark, and potentially improve 

performance.18

Changes to NAV Calculation Times 

The Prior Amex Releases stated that 

the NAV Calculation Time for ProShares 

Ultra Gold and ProShares UltraShort 

Gold is 10:00 a.m., Eastern Time and the 

NAV Calculation Time for ProShares 

Ultra Silver and ProShares UltraShort 

Silver is 7:00 a.m., Eastern Time. The 

Exchange proposes to reflect a change in 

the NAV Calculation Times to 1:30 p.m., 

Eastern Time for the ProShares Ultra 

Gold and ProShares UltraShort Gold, 

and to 1:25 p.m., Eastern Time for the 

ProShares Ultra Silver and ProShares 

UltraShort Silver. The change in NAV 

Calculation Time for each Fund aligns 

the NAV Calculation Time of each Fund 

with the settlement time of the futures 

contracts included in each Fund’s 

proposed new Underlying Benchmark. 

The Exchange notes that, in addition to 

the Commission’s previous approval of 

the above-referenced NAV Calculation 

Times for the Funds, the Commission 

has previously approved listing and 

trading of TIRs pursuant to Commentary 

.02 to NYSE Arca Rule 8.200–E for 

which the NAV calculation time is 2:30 

p.m. Eastern Time or earlier.19

Changes to Creation and Redemption 

Order Cut-off Times 

The Prior Amex Releases stated that 

orders to create or redeem Shares of the 

ProShares Ultra Gold and ProShares 

UltraShort Gold must be placed by 9:00 

a.m., Eastern Time and orders to create 

or redeem Shares of the ProShares Ultra 

Silver and ProShares UltraShort Silver 

must be placed by 6:00 a.m., Eastern 

Time. The Exchange proposes to reflect 

a change in the creation and redemption 

order cutoff times for the Funds to 1:00 

p.m., Eastern Time. The Exchange 

represents that moving the creation and 

redemption cut-off time will better align 

the cut-off time with the new NAV 

times of 1:30 and 1:25, respectively. The 

Exchange notes that the Commission 

has previously approved listing and 

trading of shares of issues of Trust 

Issued Receipts pursuant to 

Commentary .02 to NYSE Arca Rule 

8.200–E for which the creation and 

redemption cutoff times are at or earlier 

than 1:30 p.m., Eastern Time.20


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Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 66797 

177) (Notice of Filing of Amendment No. 4, and 

Order Granting Accelerated Approval of a Proposed 

Rule Change, as Modified by Amendment No. 4, 

Relating to the Listing and Trading of Shares of the 

USCF Canadian Crude Oil Index Fund under NYSE 

Arca Rule 8.200–E). See also Amendment No. 4 to 

SR NYSEArca–2016–177, available at https://

www.sec.gov/comments/sr-nysearca-2016-177/ 

nysearca2016177-2228753-160788.pdf. (stating that 

purchase orders and redemption orders must be 

placed by 10:30 a.m. Eastern Time or the close of 

regular trading on the NYSE Arca, whichever is 

earlier.) 

21 15 U.S.C. 78f(b)(5). 

22 15 U.S.C. 78s(b)(3)(A)(iii). 

23 17 CFR 240.19b–4(f)(6). 24 15 U.S.C. 78s(b)(2)(B). 

The Adviser represents that the Funds 

will continue to invest in the same 

assets referenced in the Prior NYSE 

Arca Notice and the Prior Amex 

Releases and will remain subject to, and 

invest each Fund’s assets in accordance 

with all of the other requirements and 

limitations identified in the Prior NYSE 

Arca Notice and the Prior Amex 

Releases. As a condition to continued 

listing and trading Shares of the Funds 

on the Exchange, the Fund will 

continue to comply with all initial and 

continued listing requirements under 

NYSE Arca Rule 8.200–E. 

Except for the indicated changes to 

each Fund’s Underlying Benchmark, 

NAV Calculation Time and Creation and 

Redemption Order Cut-Off Times noted 

herein, all other facts presented and 

representations made in the Prior NYSE 

Arca Notice and the Prior Amex 

Releases are unchanged. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

requirement under Section 6(b)(5) 21

that an exchange have rules that are 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to remove impediments to, and 

perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest. 

The Adviser represents that there is 

no change to the Funds’ investment 

objective (other than the change to each 

Fund’s Underlying Benchmark) or to the 

securities or other assets identified in 

the Prior NYSE Arca Notice and the 

Prior Amex Releases that the Funds 

utilize in seeking to achieve their 

respective investment objectives. The 

Fund’s use of such Financial 

Instruments will remain subject to all 

requirements and applicable limitations 

identified in the Prior NYSE Arca 

Notice and the Prior Amex Releases. As 

a condition to the continued listing and 

trading of the Shares of the Funds on 

the Exchange, the Funds will continue 

to comply with all initial and continued 

listing requirements under NYSE Arca 

Rule 8.200–E. 

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 

the Fund will continue to comply with 

all initial and continued listing 

requirements under NYSE Arca Rule 

8.200–E. The proposed rule change will 

permit the Fund to continue to operate 

in a manner similar to other issues of 

TIRs with benchmarks based on gold 

and silver futures contracts traded on 

COMEX. The Exchange or the Financial 

Industry Regulatory Authority 

(‘‘FINRA’’), on behalf of the Exchange, 

or both, will communicate with CME, as 

an ISG member, as needed regarding 

trading in COMEX gold futures and 

COMEX silver futures, and the 

Exchange or FINRA, on behalf of the 

Exchange, or both, may obtain trading 

information regarding trading in such 

futures from CME. Except for the 

changes noted above, all other 

representations made in the Prior NYSE 

Arca Notice and Prior Amex Releases 

are unchanged. 

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 Exchange Act. The 

proposed rule change will permit the 

continued listing on the Exchange of the 

Funds following implementation of the 

changes noted above, and which will 

enhance competition among issues of 

TIRs based on gold and silver futures. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Exchange has filed the proposed 

rule change pursuant to Section 

19(b)(3)(A)(iii) of the Act 22 and Rule 

19b–4(f)(6) thereunder.23 Because the 

proposed rule change does not: (i) 

Significantly affect the protection of 

investors or the public interest; (ii) 

impose any significant burden on 

competition; and (iii) become operative 

prior to 30 days from the date on which 

it was filed, or such shorter time as the 

Commission may designate, if 

consistent with the protection of 

investors and the public interest, the 

proposed rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act and Rule 19b–4(f)(6)(iii) 

thereunder. 

At any time within 60 days of the 

filing of such proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 24 of the Act to 

determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2018–91 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2018–91. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 


khammond on DSK30JT082PROD with NOTICES
66798 Federal Register / Vol. 83, No. 247 / Thursday, December 27, 2018 / Notices 

25 17 CFR 200.30–3(a)(12). 

1 15 U.S.C.78s(b)(1). 

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 83512 

(June 25, 2018), 83 FR 30793 (June 29, 2018) (SR– 

NYSEArca–2018–48). 

5The month immediately preceding a 

replacement class’s addition to the Pilot Program 

(i.e., December) would not be used for purposes of 

the analysis for determining the replacement class. 

Thus, a replacement class to be added on the 

second trading day following January 1, 2019 would 

be identified based on The Option Clearing 

Corporation’s trading volume data from June 1, 

2018 through November 30, 2018. The Exchange 

will announce the replacement issues to the 

Exchange’s membership through a Trader Update. 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2018–91 and 

should be submitted on or before 

January 17, 2019. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Brent J. Fields, 

Secretary. 

[FR Doc. 2018–28007 Filed 12–26–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84684; File No. SR– 

NASDAQ–2018–098] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Relocate 

the Exchange’s Pricing Schedule 

November 29, 2018. 

Correction 

In notice document 2018–26400 

beginning on page 62936 in the issue of 

Thursday, December 6, 2018, make the 

following correction: 

On page 62938, in the second column, 

the last line of the first full paragraph 

‘‘December 26, 2018’’ should read 

‘‘December 27, 2018’’. 

[FR Doc. C1–2018–26400 Filed 12–26–18; 8:45 am] 

BILLING CODE 1301–00–D 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–84873; File No. SR– 

NYSEArca–2018–96] 

Self-Regulatory Organizations; NYSE 

Arca Inc.; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend Commentary 

.02 to Rule 6.72–O in Order To Extend 

the Penny Pilot in Options Classes in 

Certain Issues Through June 30, 2019 

December 19, 2018. 

Pursuant to Section 19(b)(1) 1 of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that on December 

18, 2018, NYSE Arca Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Commentary .02 to Rule 6.72–O in order 

to extend the Penny Pilot in options 

classes in certain issues (‘‘Pilot 

Program’’) previously approved by the 

Securities and Exchange Commission 

(‘‘Commission’’) through June 30, 2019. 

The Pilot Program is currently 

scheduled to expire on December 31, 

2018. The proposed rule change is 

available on the Exchange’s website at 

www.nyse.com, at the principal office of 

the Exchange, and at the Commission’s 

Public Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange hereby proposes to 

amend Commentary .02 to Rule 6.72–O 

to extend the time period of the Pilot 

Program, which is currently scheduled 

to expire on December 31, 2018, through 

June 30, 2019.4 The Exchange also 

proposes that the date to replace issues 

in the Pilot Program that have been 

delisted be revised to the second trading 

day following January 1, 2019.5 The 

Exchange believes that extending the 

Pilot would allow for further analysis of 

the Pilot Program and a determination 

of how the Pilot Program should be 

structured in the future. 

This filing does not propose any 

substantive changes to the Pilot 

Program: all classes currently 

participating will remain the same and 

all minimum increments will remain 

unchanged. The Exchange believes the 

benefits to public customers and other 

market participants who will be able to 

express their true prices to buy and sell 

options have been demonstrated to 

outweigh the increase in quote traffic. 

2. Statutory Basis 

The proposed rule change is 

consistent with Section 6(b) 6 of the Act, 

in general, and furthers the objectives of 

Section 6(b)(5),7 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, 

and to remove impediments to and 

perfect the mechanisms of a free and 

open market and a national market 

system. 

In particular, the proposed rule 

change, which extends the Penny Pilot 

Program for six months, allows the 

Exchange to continue to participate in a 

program that has been viewed as 

beneficial to traders, investors and 

public customers and viewed as 


khammond on DSK30JT082PROD with NOTICES