[Federal Register Volume 82, Number 159 (Friday, August 18, 2017)]
[Notices]
[Pages 39477-39484]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-17433]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81388; File No. SR-NYSEArca-2017-69]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To List and Trade Shares of ProShares QuadPro 
Funds Under NYSE Arca Equities Rule 8.200

August 14, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on July 31, 2017, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the following 
under Commentary .02 to NYSE Arca Equities Rule 8.200 (``Trust Issued 
Receipts''): ProShares QuadPro U.S. Large Cap Futures Long Fund; 
ProShares QuadPro U.S. Large Cap Futures Short Fund; ProShares QuadPro 
U.S. Small Cap Futures Long Fund; and ProShares QuadPro U.S. Small Cap 
Futures Short Fund. The proposed rule change is available on the 
Exchange's Web site at www.nyse.com, at the principal office of the 
Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
following under Commentary .02 to NYSE Arca Equities Rule 8.200, which 
governs the listing and trading of Trust Issued Receipts (``TIRs'') 
\4\: ProShares QuadPro U.S. Large Cap Futures Long Fund; ProShares 
QuadPro U.S. Large Cap Futures Short Fund; ProShares QuadPro U.S. Small 
Cap Futures Long Fund; and ProShares QuadPro U.S. Small Cap Futures 
Short Fund (each a ``Fund'' and, collectively, the ``Funds'').\5\
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    \4\ Commentary .02 to NYSE Arca Equities Rule 8.200 applies to 
TIRs that invest in ``Financial Instruments.'' The term ``Financial 
Instruments,'' as defined in Commentary .02(b)(4) to NYSE Arca 
Equities Rule 8.200, means any combination of investments, including 
cash; securities; options on securities and indices; futures 
contracts; options on futures contracts; forward contracts; equity 
caps, collars and floors; and swap agreements.
    \5\ The Trust is registered under the Securities Act of 1933. On 
May 8, 2017, the Trust filed with the Commission a registration 
statement on Form S-1 under the Securities Act of 1933 (15 U.S.C. 
77a) (``Securities Act'') relating to the Funds (File No. 333-
217767) (the ``Registration Statement''). The description of the 
operation of the Trust and the Funds herein is based, in part, on 
the Registration Statement.
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    Each of the Funds is a commodity pool that is a series of the 
ProShares Trust II (``Trust''). The Funds' sponsor and commodity pool 
operator is ProShare Capital Management LLC (the ``Sponsor''). Brown 
Brothers Harriman & Co. is the Administrator, the Custodian and the 
Transfer Agent of each Fund and its Shares. SEI Investments 
Distribution Co. (``SEI'' or ``Distributor'') is the distributor for 
the Funds' Shares.
Principal Investment Strategies of the Funds
ProShares QuadPro U.S. Large Cap Futures Long Fund and ProShares 
QuadPro U.S. Large Cap Futures Short Fund (``Large Cap Futures Funds'')
    According to the Registration Statement, the Large Cap Futures 
Funds will seek results that correspond (before fees and expenses) to 
four times (i.e., 4x) or four times the inverse (i.e., -4x), 
respectively, of the return of Lead Month E-Mini S&P 500 Stock Price 
Index Futures (``Large Cap Benchmark'' or ``Benchmark'') for a single 
day.\6\ A ``single day'' is measured from the time a Fund calculates 
its net asset value (``NAV'') to the time of a Fund's next NAV 
calculation.
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    \6\ The Large Cap Benchmark is the price on the Chicago 
Mercantile Exchange (``CME'') of lead month (i.e., near-month or 
next-to-expire) E-Mini S&P 500 Stock Price Index Futures Contracts. 
Specifically, the Benchmark is the last traded price of such 
contracts on the CME prior to the calculation of the Fund's net 
asset value (``NAV''), which is typically calculated as of 4:00 p.m. 
each day NYSE Arca is open for trading. The S&P 500 Index is a 
float-adjusted, market capitalization-weighted index of 500 U.S. 
operating companies and real estate investment trusts selected 
through a process that factors in criteria such as liquidity, price, 
market capitalization and financial viability. The CME Group is a 
member of the Intermarket Surveillance Group (``ISG''). See note 20 
[sic], infra.
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    Under normal market conditions,\7\ each Large Cap Futures Fund will 
attempt to gain leveraged or inverse leveraged exposure, as applicable, 
to the Large Cap Benchmark primarily through investments in Lead Month 
E-Mini S&P 500 Stock Price Index Futures.\8\ Each Large Cap Futures 
Fund also may take positions in standard futures contracts on the S&P 
500 Index (together with Lead Month E-Mini S&P 500 Stock Price Index 
Futures, ``Large Cap Futures Contracts''). The ProShares QuadPro U.S. 
Large Cap Futures Long Fund will

[[Page 39478]]

seek to achieve substantially all of this exposure by taking ``long'' 
positions in Large Cap Futures Contracts. Conversely, the ProShares 
QuadPro U.S. Large Cap Futures Short Fund will seek to achieve 
substantially all of this exposure by taking ``short'' positions in 
Large Cap Futures Contracts.\9\
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    \7\ The term ``normal market conditions'' includes, but is not 
limited to, the absence of trading halts in the applicable financial 
markets generally; operational issues (e.g., systems failure) 
causing dissemination of inaccurate market information; or force 
majeure type events such as natural or manmade disaster, act of God, 
armed conflict, act of terrorism, riot or labor disruption or any 
similar intervening circumstance.
    \8\ According to the Registration Statement, an ``e-mini futures 
contract'' is an electronically traded futures contract that 
provides similar exposure, but with a lower dollar value, than a 
standard futures contract. In addition, because of their lower 
dollar value, e-mini futures contracts may permit the Funds to 
maintain exposure more precisely in line with their current asset 
levels. The dollar volume traded of e-mini futures contracts on the 
S&P 500 Index far exceeds the dollar volume traded of standard 
futures contracts on the S&P 500 Index. For example, during the 
first quarter of 2017, the average daily volume--weighted average 
price (``VWAP'') of e-mini futures contracts on the S&P 500 Index 
was $167.5 billion while the average daily VWAP for standard 
contracts during the same period was $306 million.
    \9\ In general terms, to be ``long'' means to hold or have long 
exposure to an asset in order to benefit from increases in the value 
of such asset; to be ``short'' means to sell or have short exposure 
to an asset in order to benefit from decreases in the value of such 
asset.
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    According to the Registration Statement, each Large Cap Futures 
Fund will seek to engage in daily rebalancing to position its portfolio 
so that its leveraged or inverse exposure to the Large Cap Benchmark is 
consistent with such Fund's daily investment objective. The impact of 
the Large Cap Benchmark's movements during the day will affect whether 
a particular Fund's portfolio needs to be repositioned. For example, if 
the Large Cap Benchmark underlying the ProShares QuadPro U.S. Large Cap 
Futures Short Fund has risen on a given day, net assets of such Fund 
should fall. As a result, such Fund's inverse exposure will need to be 
decreased. Conversely, if the Large Cap Benchmark underlying such Fund 
has fallen on a given day, net assets of such Fund should rise. As a 
result, the Fund's inverse exposure will need to be increased. For the 
ProShares QuadPro U.S. Large Cap Futures Long Fund, such Fund's long 
exposure will need to be increased on days when the Large Cap Benchmark 
rises and decreased on days when the Large Cap Benchmark falls. Daily 
rebalancing and the compounding of each day's return over time means 
that the return of each Fund for a period longer than a single day will 
be the result of each day's returns compounded over the period, which 
will very likely differ from four times (4x) or four times the inverse 
(-4x), as applicable, of the return of a Fund's Benchmark for the same 
period.
    According to the Registration Statement, in the event position, 
price or accountability limits are reached with respect to Futures 
Contracts, the Sponsor, in its commercially reasonable judgment, may 
cause each Fund to obtain exposure to the Large Cap Benchmark through 
investment in swap transactions and forward contracts referencing such 
Benchmark (``Large Cap Financial Instruments'').\10\ The Funds may also 
invest in Large Cap Financial Instruments if the market for a specific 
Futures Contract experiences emergencies (e.g., natural disaster, 
terrorist attack or an act of God) or disruptions (e.g., a trading halt 
or a flash crash) that prevent or make it impractical for a Fund from 
obtaining the appropriate amount of investment exposure using Futures 
Contracts (i.e., conditions other than normal market conditions). The 
Funds do not intend to invest more than 25% of their respective net 
assets in Large Cap Financial Instruments.
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    \10\ Each Fund may use various techniques to minimize credit 
risk. The Sponsor regularly reviews the performance of its 
counterparties for, among other things, creditworthiness and 
execution quality. In addition, the Sponsor periodically considers 
the addition of new counterparties. The Funds will seek to mitigate 
these risks in connection with the uncleared over-the-counter 
(``OTC'') swaps and uncleared OTC forwards by generally requiring 
that the counterparties for each Fund agree to post collateral for 
the benefit of the Fund, marked to market daily, subject to certain 
minimum thresholds; however, there are no limitations on the 
percentage of its assets each Fund may invest in swap agreements or 
forwards with a particular counterparty.
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    According to the Registration Statement, because each Fund will 
seek results that correspond to four times the performance or four 
times the inverse, as applicable, of the Large Cap Benchmark for a 
single day, an adverse Large Cap Benchmark move of 25 percent or more 
could cause the NAV of a Fund to decline to zero and investors in a 
Fund to lose the full value of their investment. Therefore, each Fund 
will invest a limited portion of its assets (typically less than 5% of 
its net assets at the time of purchase) in listed option contracts 
designed to prevent a Fund's NAV from going to zero and allow a Fund to 
recoup a small portion of the substantial losses that may result from 
significant movements in the Large Cap Benchmark. Specifically, the 
ProShares QuadPro U.S. Large Cap Futures Long Fund will hold CME-listed 
``put'' options on e-mini or standard S&P 500 Index futures contracts 
(which give the Fund the right to sell such contracts) and ProShares 
QuadPro U.S. Large Cap Futures Short Fund will hold CME-listed ``call'' 
options on e-mini or standard S&P 500 Index futures contracts (which 
give the Fund the right to buy futures contracts). Such put and call 
options may be referred to herein as ``Large Cap Stop Options.'' If 
CME-listed options are not readily available, a Fund may invest in OTC 
options on Large Cap Future Contracts. This strategy will not prevent a 
Fund from losing money, but is designed to permit a Fund to recover a 
small percentage of its losses in the event of significant adverse 
movement in a Fund's Benchmark.\11\
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    \11\ A Fund's investments in Large Cap Futures Contracts, 
together with its investments in Large Cap Financial Interests, if 
any, may be referred to herein as the Fund's ``S&P 500 Interests.'' 
The ProShares QuadPro U.S. Large Cap Futures Long Fund will hold 
listed put options with respect to all or substantially all of its 
S&P 500 Interests with strike prices at approximately 75 percent of 
the value of the applicable underlying S&P 500 Interests as of the 
end of the preceding business day. The ProShares QuadPro U.S. Large 
Cap Futures Short Fund will hold listed call options with respect to 
all or substantially all of its S & P 500 Interests with strike 
prices at approximately 125 percent of the value of the Fund's S&P 
Interests as of the end of the preceding business day.
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    Each Fund will invest the remainder of its un-invested assets in 
cash and high-quality, short-term debt instruments that have terms-to-
maturity of less than 397 days, such as U.S. government securities and 
repurchase agreements (``Money Market Instruments'').
    In seeking to achieve each Fund's investment objective, the Sponsor 
will use a mathematical approach to investing. Using this approach, the 
Sponsor will determine the type, quantity and mix of investment 
positions that the Sponsor believes, in combination, should produce 
daily returns consistent with each Fund's objective. The Sponsor will 
rely upon a pre-determined model to generate orders that result in 
repositioning each Fund's investments in accordance with its respective 
investment objective.
    Each Fund generally will seek to remain fully invested at all times 
in Futures Contracts, Large Cap Stop Options (as applicable), and Money 
Market Instruments that, in combination, provide exposure to the Large 
Cap Benchmark consistent with its investment objective without regard 
to market conditions, trends or direction.
ProShares QuadPro U.S. Small Cap Futures Long Fund and ProShares 
QuadPro U.S. Small Cap Futures Short Fund (``Small Cap Futures Funds'')
    According to the Registration Statement, the Small Cap Futures 
Funds will seek results that correspond (before fees and expenses) to 
four times (i.e., 4X) or four times the inverse (i.e., -4X), 
respectively, of the return of Lead Month Russell 2000 Index Mini 
Futures (``Small Cap Benchmark'' or ``Benchmark'') for a single 
day.\12\ A ``single day'' is measured from the time

[[Page 39479]]

a Fund calculates its NAV to the time of a Fund's next NAV calculation.
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    \12\ The Small Cap Benchmark is the price on the CME of lead 
month (i.e., near-month or next-to-expire) Russell 2000 Index Mini 
Futures Contracts. Specifically, the Benchmark is the last traded 
price of such contracts on the CME prior to the calculation of the 
Fund's NAV, which is typically calculated as of 4:00 p.m. each day 
NYSE Arca is open for trading. The Russell 2000 Index is a float-
adjusted, market capitalization-weighted index containing 
approximately 2000 of the smallest companies in the Russell 3000 
Index, or approximately 8% of the total market capitalization of the 
Russell 3000 Index, which in turn represents approximately 98% of 
the investable U.S. equity market.
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    Under normal market conditions,\13\ each Small Cap Futures Fund 
will attempt to gain leveraged or inverse exposure, as applicable, to 
the Small Cap Benchmark primarily through investments in Lead Month E-
Mini Russell 2000 Index Futures \14\ (``Small Cap Futures Contracts'') 
(Large Cap Futures Contracts and Small Cap Futures Contracts, 
collectively, are referred to herein as ``Futures Contracts''). The 
ProShares QuadPro U.S. Small Cap Futures Long Fund will seek to achieve 
substantially all of this exposure by taking ``long'' positions in 
Small Cap Futures Contracts. Conversely, the ProShares QuadPro U.S. 
Small Cap Futures Short Fund will seek to achieve substantially all of 
this exposure by taking ``short'' positions in Small Cap Futures 
Contracts.
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    \13\ See note 7, supra.
    \14\ As noted herein, an ``e-mini futures contract'' is an 
electronically traded futures contract that provides similar 
exposure, but with a lower dollar value, than a standard futures 
contract. In addition, because of their lower dollar value, e-mini 
futures contracts may permit the Funds to maintain exposure more 
precisely in line with their current asset levels. During the first 
quarter of 2017, the average daily VWAP of e-mini futures contracts 
on the Russell 2000 Index was $9.5 billion. Standard futures 
contracts on the Russell 2000 Index were not available during this 
period.
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    According to the Registration Statement, each Small Cap Futures 
Fund will seek to engage in daily rebalancing to position its portfolio 
so that its leveraged or inverse exposure to the Small Cap Benchmark is 
consistent with such Fund's daily investment objective. The impact of 
the Small Cap Benchmark's movements during the day will affect whether 
a particular Fund's portfolio needs to be repositioned. For example, if 
the Small Cap Benchmark underlying the ProShares QuadPro U.S. Small Cap 
Futures Short Fund has risen on a given day, net assets of such Fund 
should fall. As a result, such Fund's inverse exposure will need to be 
decreased. Conversely, if the Small Cap Benchmark underlying such Fund 
has fallen on a given day, net assets of such Fund should rise. As a 
result, the Fund's inverse exposure will need to be increased. For the 
ProShares QuadPro U.S. Small Cap Futures Long Fund, such Fund's long 
exposure will need to be increased on days when the Small Cap Benchmark 
rises and decreased on days when the Small Cap Benchmark falls. Daily 
rebalancing and the compounding of each day's return over time means 
that the return of each Fund for a period longer than a single day will 
be the result of each day's returns compounded over the period, which 
will very likely differ from four times (4x) or four times the inverse 
(-4x), as applicable, of the return of the Small Cap Benchmark for the 
same period.
    According to the Registration Statement, in the event position, 
price or accountability limits are reached with respect to Small Cap 
Futures Contracts, the Sponsor, in its commercially reasonable 
judgment, may cause each Fund to obtain exposure to the Small Cap 
Benchmark through investment in swap transactions and forward contracts 
referencing such Benchmark (``Small Cap Financial Instruments'', 
together with Large Cap Financial Instruments, ``Financial 
Instruments''). The Funds may also invest in Small Cap Financial 
Instruments if the market for a specific Small Cap Futures Contract 
experiences emergencies (e.g., natural disaster, terrorist attack or an 
act of God) or disruptions (e.g., a trading halt or a flash crash) that 
prevent or make it impractical for a Fund from obtaining the 
appropriate amount of investment exposure using Small Cap Futures 
Contracts (i.e., conditions other than normal market conditions). The 
Funds do not intend to invest more than 25% of their respective net 
assets in Small Cap Financial Instruments.
    According to the Registration Statement, because each Fund will 
seek results that correspond to four times the performance or four 
times the inverse of the Small Cap Benchmark for a single day, an 
adverse Small Cap Benchmark move of 25 percent or more could cause the 
NAV of a Fund to decline to zero and investors in a Fund to lose the 
full value of their investment. Therefore, each Fund will invest a 
limited portion of its assets (typically less than 5% of its net assets 
at the time of purchase) in listed option contracts designed to prevent 
a Fund's NAV from going to zero and allow a Fund to recoup a small 
portion of the substantial losses that may result from significant 
movements in its Benchmark. Specifically, the ProShares QuadPro U.S. 
Small Cap Futures Long Fund will hold CME- listed ``put'' options on 
mini Russell 2000 Index futures contracts (which give the Fund the 
right to sell such contracts) and ProShares QuadPro U.S. Small Cap 
Futures Short Fund will hold CME-listed ``call'' options on mini 
Russell 2000 Index futures contracts (which give the Fund the right to 
buy such contracts). Such put and call options are referred to herein 
as ``Small Cap Stop Options.'' (Large Cap Stop Options and Small Cap 
Stop Options, collectively, are referred to herein as ``Stop 
Options.'') If CME-listed options are not readily available, a Fund may 
invest in OTC options on Small Cap Futures Contracts. This strategy 
will not prevent a Fund from losing money, but is designed to permit a 
Fund to recover a small percentage of its losses in the event of 
significant adverse movement in a Fund's Benchmark.\15\
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    \15\ A Fund's investments in Small Cap Futures Contracts, 
together with its investments in Small Cap Financial Interests, if 
any, may be referred to herein as the Fund's ``Russell 2000 
Interests.'' The ProShares QuadPro U.S. Small Cap Futures Long Fund 
will hold put options with respect to all or substantially all of 
its Russell 2000 Interests with strike prices at approximately 75 
percent of the value of the applicable underlying Russell 2000 
Interests as of the end of the preceding business day. The ProShares 
QuadPro U.S. Small Cap Futures Short Fund will hold call options 
with respect to all or substantially all of its Russell 2000 
Interests with strike prices at approximately 125 percent of the 
value of the Fund's Russell 2000 Interests as of the end of the 
preceding business day.
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    Each Fund will invest the remainder of its un-invested assets in 
Money Market Instruments.
    In seeking to achieve a Fund's investment objective, the Sponsor 
will use a mathematical approach to investing. Using this approach, the 
Sponsor will determine the type, quantity and mix of investment 
positions that the Sponsor believes, in combination, should produce 
daily returns consistent with each Fund's objective. The Sponsor will 
rely upon a pre-determined model to generate orders that result in 
repositioning each Fund's investments in accordance with its respective 
investment objective.
    Each Fund generally will seek to remain fully invested at all times 
in Small Cap Futures Contracts, Small Cap Stop Options (as applicable), 
and Money Market Instruments that, in combination, provide exposure to 
the Small Cap Benchmark consistent with its investment objective 
without regard to market conditions, trends or direction.
Characteristics of Futures Contracts
    According to the Registration Statement, a key feature of Futures 
Contracts is that they specify a delivery date for the underlying 
reference asset or the payment of its cash equivalent. As a result, the 
composition of each Fund's Benchmark will change from time to time as 
the delivery date for its component Futures Contracts is reached. Under 
the current rules applicable to each Benchmark, Futures Contracts that 
have reached their delivery date will be dropped from the Benchmark and 
replaced with the later-expiring contracts (sometimes referred to as 
the ``deferred month'' contracts). This process typically takes place 
over a number of days, during which period the Benchmark may consist of 
both the

[[Page 39480]]

``lead month'' contracts exiting the Benchmark and the ``deferred 
month'' contracts being added to the Benchmark (which then become the 
new ``lead month'' contracts). In such instances, each Fund's portfolio 
investments will be changed accordingly. The Funds will not take 
delivery of the reference assets underlying their respective 
Benchmarks. Instead, each Fund intends to ``roll'' its Futures 
Contracts as they approach their delivery dates. To ``roll'' a Futures 
Contract means to sell a Futures Contract as it nears its delivery date 
and replace it with a new Futures Contract that has a later delivery 
date. Each Fund will ``roll'' its Futures Contracts in a manner 
designed to reflect the changes in its Benchmark while minimizing 
transaction costs and market impact. The anticipated ``roll'' date for 
each Fund's Benchmark will be posted on the Funds' Web site at 
www.proshares.com.
Net Asset Value
    According to the Registration Statement, the NAV in respect of a 
Fund means the total assets of that Fund less the total liabilities of 
such Fund, consistently applied under the accrual method of accounting. 
The NAV of each Fund will include any unrealized profit or loss on a 
Fund's investments (including Money Market Instruments) and any other 
credit or debit accruing to a Fund but unpaid or not received by a 
Fund. The NAV per Share of a Fund will be computed by dividing the 
value of the net assets of such Fund (i.e., the value of its total 
assets less total liabilities) by its total number of Shares 
outstanding. Expenses and fees will be accrued daily and taken into 
account for purposes of determining the NAV. Each Fund's NAV will be 
calculated on each day other than a day when the Exchange is closed for 
regular trading. The Funds will compute their NAV as of 4:00 p.m. 
(E.T.) (the ``NAV Calculation Time'') or an earlier time as set forth 
on www.proshares.com, if necessitated by the New York Stock Exchange 
(``NYSE''), the Exchange or other exchange material to the valuation or 
operation of such Fund closing early. Each Fund's NAV will be 
calculated only once each trading day.
    Futures Contracts and Stop Options will be valued at their then-
current market value, which typically is the last traded price prior to 
the NAV Calculation Time on the date for which the NAV is being 
determined. If a Futures Contract or Stop Option could not be 
liquidated on such day, due to the operation of daily limits or other 
rules of the exchange upon which that position is traded or otherwise, 
the Sponsor may, in its sole discretion, choose to determine a fair 
value price as the basis for determining the market value of such 
position for such day. Such fair value prices would generally be 
determined based on available inputs about the current value of the 
underlying reference assets and would be based on principles that the 
Sponsor deems fair and equitable so long as such principles are 
consistent with normal industry standards.
    In calculating the NAV of a Fund, the value of a Fund's non-
exchange traded Financial Instruments, if any, will be determined by 
the applicable contract governing such Financial Instrument(s). 
Typically, this is determined by applying the Fund's Benchmark closing 
value to the terms of such non-exchange traded Financial Instrument. 
However, in the event that the Futures Contracts underlying a Benchmark 
are not trading due to the operation of daily limits or otherwise, the 
Sponsor may, in its sole discretion, choose to fair value a Fund's non-
exchange traded Financial Instruments for purposes of the NAV 
calculation. Such fair value prices would generally be determined based 
on available inputs about the current value of the Futures Contracts 
underlying a Benchmark and would be based on principles that the 
Sponsor deems fair and equitable so long as such principles are 
consistent with normal industry standards.
    Money Market Instruments generally will be valued using market 
prices provided by third party market data provider(s) or at amortized 
cost.
Indicative Optimized Portfolio Value (``IOPV'')
    The IOPV will be an indicator of the value of a Fund's net assets 
at the time the IOPV is disseminated. The IOPV will be calculated and 
disseminated every 15 seconds during the Exchange's Core Trading 
Session (normally, 9:30 a.m. to 4:00 p.m., Eastern Time (``E.T.''). The 
IOPV of a Fund will generally be calculated using the NAV of the prior 
day's closing portfolio as a base and updating this amount throughout 
the trading day to reflect changes in the value of the Futures 
Contracts, Money Market Instruments and other investments, if any, held 
by a Fund.
    For IOPV calculation purposes, Futures Contracts will be valued 
using their most recent quoted price during the trading day, for as 
long as the main pricing mechanism of the CME is open.
    <bullet> Futures Contracts may be valued intraday using the main 
pricing mechanism of the CME or through another proxy as determined to 
be appropriate by the third party market data provider.
    <bullet> Swaps and forward contracts may be valued intraday using 
the intra-day value of the Large Cap Benchmark, or Small Cap Benchmark, 
as applicable, or another proxy as determined to be appropriate by the 
third party market data provider.
    <bullet> Exchange-listed options may be valued intraday using the 
relevant exchange data, or another proxy as determined to be 
appropriate by the third party market data provider.
    <bullet> Over-the-counter options may be valued intraday through 
option valuation models (e.g., Black-Scholes) or using exchange-traded 
options as a proxy, or another proxy as determined to be appropriate by 
the third party market data provider.
    The IOPV will be disseminated on a per Share basis every 15 seconds 
during the Exchange's Core Trading Session.\16\
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    \16\ Several major market data vendors display and/or make 
widely available IOPVs taken from the Consolidated Tape Association 
(``CTA'') or other data feeds. In addition, circumstances may arise 
in which the NYSE Arca Core Trading Session is in progress, but 
trading in Futures Contracts is not occurring. Such circumstances 
may result from reasons including, but not limited to, a futures 
exchange having a separate holiday schedule than the NYSE Arca, a 
futures exchange closing prior to the close of the NYSE Arca, price 
fluctuation limits being reached in a Futures Contract, or a futures 
exchange, imposing any other suspension or limitation on trading in 
a Futures Contract. In such instances, for IOPV calculation 
purposes, the price of the applicable Futures Contracts, as well as 
Stop Options or Financial Instruments whose price is derived from 
the Futures Contracts, would be static or priced by the Fund at the 
applicable early cut-off time of the exchange trading the applicable 
Futures Contract.
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    The Exchange will disseminate the IOPV through the facilities of 
the CTA high speed line. In addition, IOPV will be published on the 
Exchange's Web site and will be available through on-line information 
services such as Bloomberg and Reuters.
Creation and Redemption of Shares
    According to the Registration Statement, each Fund will create and 
redeem Shares from time to time in one or more ``Creation Units.'' A 
Creation Unit is a block of 50,000 Shares of a Fund. The size of a 
Creation Unit is subject to change.
    On any ``Business Day'', an ``Authorized Participant'' may place an 
order with the Distributor to create one or more Creation Units.\17\ 
For purposes of processing both purchase and redemption orders, a 
``Business Day'' for each Fund means any day on which the NAV of such 
Fund is determined.
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    \17\ ``Authorized Participants'' will be the only persons that 
may place orders to create and redeem Creation Units. An Authorized 
Participant is an entity that has entered into an Authorized 
Participant Agreement with the Trust and Sponsor.

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[[Page 39481]]

    By placing a purchase order, an Authorized Participant agrees to 
deposit cash with the Custodian of the Funds. The cash deposited will 
be equal to the NAV of the number of Creation Unit(s) purchased. A 
standard creation transaction fee is imposed to offset the transfer and 
other transaction costs associated with the issuance of Creation Units. 
Purchase orders, once accepted, are not revocable by an Authorized 
Participant.
Redemption Procedures
    According to the Registration Statement, the procedures by which an 
Authorized Participant can redeem one or more Creation Units will 
mirror the procedures for the creation of Creation Units. On any 
Business Day, an Authorized Participant may place an order with the 
Distributor to redeem one or more Creation Units. If a redemption order 
is received prior to the applicable cut-off time, or earlier if the 
Exchange or other exchange material to the valuation or operation of 
such Fund closes before the cut-off time, the day on which SEI receives 
a valid redemption order is the redemption order date. If the 
redemption order is received after the applicable cut-off time, the 
redemption order date will be the next day. Redemption orders, once 
accepted, are not revocable by an Authorized Participant. The 
redemption procedures allow Authorized Participants to redeem Creation 
Units. Individual shareholders may not redeem directly from a Fund.
    By placing a redemption order, an Authorized Participant agrees to 
deliver the Creation Units to be redeemed through the Depository Trust 
Company's (``DTC'') book-entry system to the applicable Fund not later 
than noon (E.T.), on the first Business Day immediately following the 
redemption order date (T+1). The Sponsor reserves the right to extend 
the deadline for a Fund to receive the Creation Units required for 
settlement up to the third Business Day following the redemption order 
date (T+3).
    The redemption proceeds from a Fund will consist of the cash 
redemption amount. The cash redemption amount is equal to the NAV of 
the number of Creation Unit(s) redeemed. A standard redemption 
transaction fee is imposed to offset the transfer and other transaction 
costs associated with the redemption of Creation Units.
    Creation and redemption transactions must be placed each day with 
SEI by 3:30 p.m., E.T., or earlier if the Exchange or other exchange 
material to the valuation or operation of such Fund closes before such 
cut-off time, to receive that day's NAV. The NAV calculation time for 
each Fund typically will be 4:00 p.m. E.T.
    The redemption proceeds due from a Fund will be delivered to the 
Authorized Participant at noon (E.T.), on the third Business Day 
immediately following the redemption order date if, by such time on 
such Business Day immediately following the redemption order date, a 
Fund's DTC account has been credited with the Creation Units to be 
redeemed.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of a Fund.\18\ Trading in Shares of a Fund will 
be halted if the circuit breaker parameters in NYSE Arca Equities Rule 
7.12 have been reached. Trading also may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable.
---------------------------------------------------------------------------

    \18\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

    The Exchange may halt trading during the day in which an 
interruption to the dissemination of the IOPV or the value of a 
Benchmark occurs. If the interruption to the dissemination of the IOPV 
or the value of a Benchmark persists past the trading day in which it 
occurred, the Exchange will halt trading no later than the beginning of 
the trading day following the interruption. In addition, if the 
Exchange becomes aware that the NAV with respect to the Shares is not 
disseminated to all market participants at the same time, it will halt 
trading in the Shares until such time as the NAV is available to all 
market participants.
Trading Rules
    The Exchange deems the Shares of the Funds to be equity securities, 
thus rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace from 4 a.m. to 8 p.m. E.T. in accordance with 
NYSE Arca Equities Rule 7.34 (Early, Core, and Late Trading Sessions). 
The Exchange has appropriate rules to facilitate transactions in the 
Shares during all trading sessions. As provided in NYSE Arca Equities 
Rule 7.6, the minimum price variation (``MPV'') for quoting and entry 
of orders in equity securities traded on the NYSE Arca Marketplace is 
$0.01, with the exception of securities that are priced less than $1.00 
for which the MPV for order entry is $0.0001.
    The Shares will conform to the initial and continued listing 
criteria under NYSE Arca Equities Rule 8.200 and Commentary .02 
thereto. The trading of the Shares will be subject to NYSE Arca 
Equities Rule 8.200, Commentary .02(e), which sets forth certain 
restrictions on Equity Trading Permit (``ETP'') Holders acting as 
registered Market Makers in Trust Issued Receipts to facilitate 
surveillance. The Exchange represents that, for initial and continued 
listing, each Fund will be in compliance with Rule 10A-3 \19\ under the 
Act, as provided by NYSE Arca Equities Rule 5.3. A minimum of 100,000 
Shares of each Fund will be outstanding at the commencement of trading 
on the Exchange.
---------------------------------------------------------------------------

    \19\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------

Availability of Information
    The NAV for the Funds' Shares will be disseminated daily to all 
market participants at the same time. The intraday, closing prices, and 
settlement prices of the Futures Contracts and Stop Options will be 
readily available from the applicable futures exchange Web sites, 
automated quotation systems, published or other public sources, or 
major market data vendors.
    Complete real-time data for the Futures Contracts and Stop Options 
is available by subscription through on-line information services. The 
CME also provides delayed futures and options on futures information on 
current and past trading sessions and market news free of charge on 
their respective Web sites. The specific contract specifications for 
Futures Contracts are also available on such Web sites, as well as 
other financial informational sources. Quotation and last-sale 
information regarding the Shares will be disseminated through the 
facilities of the CTA. Quotation information for Money Market 
Instruments, swaps and forward contracts may be obtained from brokers 
and dealers who make markets in such instruments. The IOPV will be 
available through on-line information services.
    In addition, the Funds' Web site, www.proshares.com, will display 
the applicable end of day closing NAV. The daily holdings of each Fund 
will be available on the Funds' Web site before 9:30 a.m. E.T. Each 
Fund's total portfolio composition will be disclosed each Business Day 
that the NYSE Arca is open for trading, on the Funds' Web site. The 
Funds' Web site, which will be publicly available at the time of the 
public offering of Shares, will also include a form of the prospectus 
for the Funds that may be downloaded.

[[Page 39482]]

    The Web site disclosure of portfolio holdings will be made daily to 
all market participants at the same time, and will include, as 
applicable, (i) the composite value of the total portfolio; (ii) the 
name, percentage weighting, and value of the Futures Contracts and 
Financial Interests; (iii) the Shares' ticker and CUSIP information; 
(iv) additional quantitative information updated on a daily basis, 
including, for each Fund: (1) Daily trading volume, the prior Business 
Day's reported NAV and closing price, and a calculation of the premium 
and discount of the closing price or mid-point of the bid/ask spread at 
the time of NAV calculation (the ``Bid/Ask Price'') against the NAV; 
and (2) data in chart format displaying the frequency distribution of 
discounts and premiums of the daily closing price or Bid/Ask Price 
against the NAV, within appropriate ranges, for at least each of the 
four previous calendar quarters; and (v) as applicable, (1) the name, 
quantity, value, expiration and strike price of Futures Contracts and 
Stop Options, (2) the counterparty to and value of swap agreements and 
forward contracts, (3) quantity held regarding each portfolio holding 
(as measured by, for example, par value, notional value or number of 
shares, contracts or units); (4) maturity date, if any; and (5) the 
aggregate net value of Money Market Instruments and cash held in each 
Fund's portfolio. In addition, the IOPV will be published on the 
Exchange's Web site and will be available through on-line information 
services such as Bloomberg and Reuters. The Fund's Web site will be 
publicly accessible at no charge.
Impact on Arbitrage Mechanism
    The Sponsor believes there will be minimal, if any, impact to the 
arbitrage mechanism as a result of the use of derivatives. Each Fund 
intends to achieve substantially all of its leveraged or inverse 
leveraged exposure to its Benchmark through positions in Futures 
Contracts. The intraday, closing prices, and settlement prices of the 
Futures Contracts will be readily available from the applicable futures 
exchange Web sites, automated quotation systems, published or other 
public sources, or major market data vendors. Market makers and 
participants should be able to value derivatives as long as the 
positions are disclosed with relevant information. The Sponsor believes 
that the price at which Shares of the Funds trade will continue to be 
disciplined by arbitrage opportunities created by the ability to 
purchase or redeem Shares of the Funds at their NAV, which should 
ensure that Shares of the Funds will not trade at a material discount 
or premium in relation to its NAV.
    The Sponsor does not believe there will be any significant impacts 
to the settlement or operational aspects of the Funds' arbitrage 
mechanism due to the use of derivatives.
Surveillance
    The Exchange represents that trading in the Shares of each Fund 
will be subject to the existing trading surveillances administered by 
the Exchange, as well as cross-market surveillances administered by the 
Financial Industry Regulatory Authority (``FINRA'') on behalf of the 
Exchange, which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\20\ The Exchange represents that 
these procedures are adequate to properly monitor Exchange trading of 
the Shares in all trading sessions and to deter and detect violations 
of Exchange rules and federal securities laws applicable to trading on 
the Exchange.
---------------------------------------------------------------------------

    \20\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares, Futures 
Contracts and certain Stop Options with other markets and other 
entities that are members of the ISG, and the Exchange or FINRA, on 
behalf of the Exchange, or both, may obtain trading information 
regarding trading in the Shares, Futures Contracts and certain Stop 
Options from such markets and other entities. In addition, the Exchange 
may obtain information regarding trading in the Shares, Futures 
Contracts and certain Stop Options from markets and other entities that 
are members of ISG or with which the Exchange has in place a 
comprehensive surveillance sharing agreement (``CSSA'').\21\ The 
Exchange is also able to obtain information regarding trading in the 
Shares, Futures Contracts and certain Stop Options through ETP Holders, 
in connection with such ETP Holders' proprietary or customer trades 
which they effect through ETP Holders on any relevant market. The 
Exchange can obtain market surveillance information, including customer 
identity information, with respect to transactions (including 
transactions in Futures Contracts and certain Stop Options) occurring 
on U.S. futures and securities exchanges that are members of the ISG.
---------------------------------------------------------------------------

    \21\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of a 
Fund may trade on markets that are members of ISG or with which the 
Exchange has in place a CSSA.
---------------------------------------------------------------------------

    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolios of the Funds or Benchmarks, (b) 
limitations on the portfolios of the Funds or Benchmarks, or (c) the 
applicability of Exchange listing rules specified in this rule filing 
shall constitute continued listing requirements for listing the Shares 
on the Exchange.
    The issuer has represented to the Exchange that it will advise the 
Exchange of any failure by the Funds to comply with the continued 
listing requirements, and, pursuant to its obligations under Section 
19(g)(1) of the Act, the Exchange will monitor for compliance with the 
continued listing requirements. If a Fund is not in compliance with the 
applicable listing requirements, the Exchange will commence delisting 
procedures under NYSE Arca Equities Rule 5.5(m).
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an Information Bulletin of the special characteristics 
and risks associated with trading the Shares. Specifically, the 
Information Bulletin will discuss the following: (1) The risks involved 
in trading the Shares during the Early and Late Trading Sessions when 
an updated IOPV will not be calculated or publicly disseminated; (2) 
the procedures for purchases and redemptions of Shares in Creation 
Units (and that Shares are not individually redeemable); (3) NYSE Arca 
Equities Rule 9.2(a), which imposes a duty of due diligence on its ETP 
Holders to learn the essential facts relating to every customer prior 
to trading the Shares; (4) how information regarding the IOPV is 
disseminated; (5) how information regarding portfolio holdings is 
disseminated; (6) the requirement that ETP Holders deliver a prospectus 
to investors purchasing newly issued Shares prior to or concurrently 
with the

[[Page 39483]]

confirmation of a transaction; and (7) trading information.
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders of the suitability requirements of NYSE Arca Equities Rule 
9.2(a) in an Information Bulletin. Specifically, ETP Holders will be 
reminded in the Information Bulletin that, in recommending transactions 
in the Shares, they must have a reasonable basis to believe that (1) 
the recommendation is suitable for a customer given reasonable inquiry 
concerning the customer's investment objectives, financial situation, 
needs, and any other information known by such ETP Holder, and (2) the 
customer can evaluate the special characteristics, and is able to bear 
the financial risks, of an investment in the Shares. In connection with 
the suitability obligation, the Information Bulletin will also provide 
that ETP Holders must make reasonable efforts to obtain the following 
information: (1) The customer's financial status; (2) the customer's 
tax status; (3) the customer's investment objectives; and (4) such 
other information used or considered to be reasonable by such ETP 
Holder or registered representative in making recommendations to the 
customer.
    Further, the Exchange states that FINRA has implemented increased 
sales practice and customer margin requirements for FINRA members 
applicable to inverse, leveraged and inverse leveraged securities 
(which include the Shares) and options on such securities, as described 
in FINRA Regulatory Notices 09-31 (June 2009), 09-53 (August 2009), and 
09-65 (November 2009) (collectively, ``FINRA Regulatory Notices''). ETP 
Holders that carry customer accounts will be required to follow the 
FINRA guidance set forth in these notices. As noted above, each Fund 
will seek, on a daily basis, investment results that correspond (before 
fees and expenses) to 4x, or -4x, respectively, the performance of a 
Benchmark. Over a period of time in excess of one day, the cumulative 
percentage increase or decrease in the NAV of the Shares of a Fund may 
diverge significantly from a multiple or inverse multiple of the 
cumulative percentage decrease or increase in the relevant Benchmark 
due to a compounding effect.
    In addition, the Information Bulletin will advise ETP Holders, 
prior to the commencement of trading, of the prospectus delivery 
requirements applicable to a Fund. The Information Bulletin will also 
discuss any exemptive, no-action, and interpretive relief granted by 
the Commission from any rules under the Act. In addition, the 
Information Bulletin will reference that a Fund is subject to various 
fees and expenses described in the Registration Statement. The 
Information Bulletin will also reference that the CFTC has regulatory 
jurisdiction over the trading of Futures Contracts traded on U.S. 
markets.
    The Information Bulletin will also disclose the trading hours of 
the Shares and that the NAV for the Shares will be calculated as of 
4:00 p.m. E.T. each trading day. The Information Bulletin will disclose 
that information about the Shares will be publicly available on the 
Funds' Web site.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \22\ 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.
---------------------------------------------------------------------------

    \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 NYSE Arca Equities Rule 8.200 
and Commentary .02 thereto. The Exchange has in place surveillance 
procedures that are adequate to properly monitor trading in the Shares 
in all trading sessions and to deter and detect violations of Exchange 
rules and applicable federal securities laws.
    Futures Contract closing price and settlement prices of are readily 
available from the CME. In addition, such prices are available from 
automated quotation systems, published or other public sources, or on-
line information services. Each Benchmark will be disseminated by one 
or more major market data vendors every 15 seconds during the NYSE Arca 
Core Trading Session of 9:30 a.m. to 4:00 p.m. E.T. Quotation and last-
sale information regarding the Shares will be disseminated through the 
facilities of the CTA. The IOPV will be disseminated on a per Share 
basis by one or more major market data vendors every 15 seconds during 
the NYSE Arca Core Trading Session. The Exchange may halt trading 
during the day in which an interruption to the dissemination of the 
IOPV or the value of the underlying Benchmark Futures Contracts occurs. 
If the interruption to the dissemination of the IOPV or the value of 
the underlying Benchmark Futures Contracts persists past the trading 
day in which it occurred, the Exchange will halt trading no later than 
the beginning of the trading day following the interruption. In 
addition, if the Exchange becomes aware that the NAV with respect to 
the Shares is not disseminated to all market participants at the same 
time, it will halt trading in the Shares until such time as the NAV is 
available to all market participants.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that a large amount of information will be publicly available regarding 
the Funds and the Shares, thereby promoting market transparency. 
Quotation and last sale information for the Futures Contracts are 
widely disseminated through a variety of major market data vendors 
worldwide. Complete real-time data for such contracts is available by 
subscription from Reuters and Bloomberg. The CME also provides delayed 
futures information on current and past trading sessions and market 
news free of charge on their Web sites. Each Benchmark will be 
disseminated by one or more major market data vendors every 15 seconds 
during the NYSE Arca Core Trading Session of 9:30 a.m. to 4:00 p.m. 
E.T. The NAV per Share will be calculated daily and made available to 
all market participants at the same time. NYSE Arca will calculate and 
disseminate every 15 seconds throughout the NYSE Arca Core Trading 
Session an updated IOPV.
    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 exchange-traded products that are principally 
exposed to futures contracts and 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 in place a CSSA.

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

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The Exchange notes that the 
proposed rule change will facilitate the listing and trading of

[[Page 39484]]

additional types of exchange-traded products that are principally 
exposed to futures contracts and that will enhance competition among 
market participants, to the benefit of investors and the marketplace.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

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

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the 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

    <bullet> Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#2153544d440c424e4c4c444f5552615244420f464e57"><span class="__cf_email__" data-cfemail="c7b5b2aba2eaa4a8aaaaa2a9b3b487b4a2a4e9a0a8b1">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2017-69 on the subject line.

Paper Comments

    <bullet> Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2017-69. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of 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; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2017-69, and should 
be submitted on or before September 8, 2017.
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    \23\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-17433 Filed 8-17-17; 8:45 am]
BILLING CODE 8011-01-P


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