[Federal Register Volume 82, Number 246 (Tuesday, December 26, 2017)]
[Notices]
[Pages 61100-61107]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-27690]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82350; File No. SR-NYSEArca-2017-139]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To List and Trade the Shares of the ProShares 
Bitcoin ETF and the ProShares Short Bitcoin ETF Under NYSE Arca Rule 
8.200-E, Commentary .02

December 19, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on December 4, 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 Exchange. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade the shares of the following 
under NYSE Arca Rule 8.200-E, Commentary .02 (``Trust Issued 
Receipts''): The ProShares Bitcoin ETF and the ProShares Short Bitcoin 
ETF. The proposed 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.

[[Page 61101]]

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
following under NYSE Arca Rule 8.200-E, Commentary .02, which governs 
the listing and trading of Trust Issued Receipts: The ProShares Bitcoin 
ETF and the ProShares Short Bitcoin ETF (each a ``Fund'' and, 
collectively, the ``Funds'').\4\
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    \4\ Commentary .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.
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    Each Fund is a series of the ProShares Trust II (the ``Trust''), a 
Delaware statutory trust.\5\ The Trust and the Funds are managed and 
controlled by ProShare Capital Management LLC (the ``Sponsor''). The 
Sponsor is registered as a commodity pool operator (``CPO'') with the 
Commodity Futures Trading Commission (``CFTC'') and is a member of the 
National Futures Association (``NFA'').
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    \5\ The Trust is registered under the Securities Act of 1933. On 
September 27, 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) (the ``Securities Act'') relating to the Funds (File 
No. 333-220680) (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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    In its capacity as the Custodian for the Funds, Brown Brothers 
Harriman & Co. (``BBH&Co.'' or the ``Custodian'') may hold the Funds' 
investment assets and cash and cash equivalents pursuant to a custodian 
agreement. The Custodian is also the transfer agent for the Funds. In 
addition, in its capacity as Administrator for the Funds, BBH&Co. (the 
``Administrator'') prepares and files certain regulatory filings on 
behalf of the Funds.
    SEI Investments Distribution Co. serves as the distributor of the 
Shares (the ``Distributor''). The Distributor is a broker-dealer 
registered with the Commission under the Securities Exchange Act of 
1934 and a member of the Financial Industry Regulatory Authority 
(``FINRA''). The Trust will offer Shares of the Funds for sale through 
the Distributor in ``Creation Units'', as described below. The 
Distributor will also assist the Sponsor and Administrator with certain 
functions and duties relating to distribution and marketing.
Pro Shares Bitcoin ETF
    According to the Registration Statement, the investment objective 
of the Fund is to seek, results (before fees and expenses) that, both 
for a single day and over time, correspond to the performance of lead 
month \6\ bitcoin futures contracts \7\ listed and traded on either the 
Cboe Futures Exchange (``CFE'') or the Chicago Mercantile Exchange 
(``CME'') \8\ (the ``Benchmark Futures Contract'').\9\ Specifically, 
the Fund will seek results that correspond to the last traded price of 
the Benchmark Futures Contract on its primary listing exchange prior to 
the Fund's NAV calculation time (typically 4:00 p.m. Eastern Time 
(``E.T.'') each Business Day. Although the Fund generally intends to 
invest substantially all of its assets in Benchmark Futures Contracts, 
the Fund may invest in other U.S. exchange listed bitcoin futures 
contracts (if available) in addition to Benchmark Futures Contracts 
(collectively, along with Benchmark Futures Contracts, the ``Bitcoin 
Futures Contracts''), as discussed herein.
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    \6\ The ``lead month contracts'' are the monthly contracts with 
the earliest expiration date. As discussed below, each Fund will 
``roll'' its Bitcoin Futures Contract (as defined below) to the next 
``nearby'' Bitcoin Futures Contract prior to the expiration date of 
such contracts. The ``nearby'' contracts are those monthly contracts 
with the next closest expiration date. The Funds will incur the 
costs (or benefits) of continually rolling into the new lead month 
contracts.
    \7\ Futures contracts are standardized contracts traded on an 
exchange that call for the future delivery of a specified quantity 
and type of a particular underlying asset in exchange for payment at 
a specified time and place or for cash settlement based on a 
specified reference rate or settlement price. Bitcoin Futures 
Contracts will be cash settled.
    \8\ See ``CFTC Statement on Self-Certification of Bitcoin 
Products by CME, CFE and Cantor Exchange,'' dated December 1, 2017 
(``CFTC Release''), available at http://www.cftc.gov/PressRoom/PressReleases/pr7654-17. The CME has announced that its bitcoin 
futures contracts are scheduled to begin trading on December 18, 
2017. See ``CME Group Self-Certifies Bitcoin Futures to Launch Dec. 
18,'' December 1, 2017, available at http://www.cmegroup.com/media-room/press-releases/2017/12/01/cme_group_self-certifiesbitcoinfuturestolaunchdec18.html. Cboe Global Markets, Inc. 
(``Cboe''), has announced that that [sic] CFE's bitcoin futures 
contracts are scheduled to begin trading on December 10, 2017. See 
``Cboe Plans December 10 Launch of Bitcoin Futures Trading,'' 
December 4, 2017, available at http://ir.cboe.com/press-releases/2017/12-04-2017.
    \9\ CFE and CME are registered with the CFTC and seek to provide 
a neutral, regulated marketplace for the trading of derivatives 
contracts for commodities, such as futures, options and certain 
swaps. Both the CFE and CME are both members of the Intermarket 
Surveillance Group (``ISG''). See note 22, infra. The determination 
as to which futures contracts (i.e., CFE or CME listed) will be 
utilized as each Fund's Benchmark Futures Contract will be made by 
the Sponsor prior to the launch of each Fund based on the Sponsor's 
assessment of the liquidity of such contracts.
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    The value of the Bitcoin Futures Contracts will be based on the 
expected value of bitcoin at a future point in time, specifically, the 
expiration date of such Bitcoin Futures Contracts. By being long 
Bitcoin Futures Contracts, the Fund seeks to benefit from daily 
increases in the price of the Bitcoin Futures Contracts. The Fund will 
not be benchmarked to the current price of bitcoin and will not invest 
directly in bitcoin. When the price of Bitcoin Futures Contracts held 
by the Fund declines, the Fund will lose value. As noted, the Fund will 
seek to achieve its investment objective both for a single day and over 
time.\10\
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    \10\ According to the Registration Statement, 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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ProShares Short Bitcoin ETF
    According to the Registration Statement, the investment objective 
of the Fund is to seek results, for a single day, that correspond 
(before fees and expenses) to the inverse (-1x) of the daily 
performance of the Benchmark Futures Contract. The Fund does not seek 
to achieve its investment objective over a period greater than a single 
day.\11\
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    \11\ According to the Registration Statement, the return of the 
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 the inverse (-1x) of the return of the Benchmark 
Futures Contract for the same period.
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    The Fund generally intends to invest substantially all of its 
assets through investment in short positions in Benchmark Futures 
Contracts. However, the Fund may invest through short positions in 
Bitcoin Futures Contracts other than Benchmark Futures Contracts as 
described herein. In this manner, the Fund will seek to benefit from 
decreases in the price of the Bitcoin Futures Contracts. When the price 
of Bitcoin Futures Contracts increases, the Fund will lose value. The 
Fund will not be benchmarked to the current price of bitcoin and will 
not invest directly in bitcoin.
Investment Strategies of the Funds
    In seeking to achieve the Funds' investment objectives, the Sponsor 
will utilize a mathematical approach to determine the type, quantity 
and mix of investment positions that the Sponsor believes, in 
combination, should produce daily returns consistent with the Funds' 
respective objectives. The Sponsor will rely on a pre-determined model 
to generate orders that result in repositioning the Funds' investments 
in accordance with their respective investment objectives.
    Each Fund will seek to achieve its respective investment objective 
by

[[Page 61102]]

investing, under normal market conditions,\12\ substantially all of its 
assets in Benchmark Futures Contracts (or short positions in Benchmark 
Futures Contracts, as applicable).
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    \12\ The term ``normal market conditions'' includes, but is not 
limited to, the absence of trading halts in the applicable financial 
markets generally; operational issues (e.g., systems failure) 
causing dissemination of inaccurate market information; or force 
majeure type events such as natural or manmade disaster, act of God, 
armed conflict, act of terrorism, riot or labor disruption or any 
similar intervening circumstance.
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    Each Fund also may obtain exposure (or inverse exposure, as 
applicable) in whole or in part, through investments in Bitcoin Futures 
Contracts other than Benchmark Futures Contracts if the Sponsor 
believes doing so would be in the best interest of such Fund.\13\ For 
example, each Fund could invest in Bitcoin Futures Contracts in the 
event that position, price or accountability limits are reached with 
respect to Benchmark Futures Contracts. In addition, in the event 
position, price or accountability limits are reached with respect to 
Bitcoin Futures Contracts, each Fund may invest in listed options on 
Bitcoin Futures Contracts (should such listed options become available) 
(``Options'') and over-the-counter (``OTC'') swap agreements 
referencing Bitcoin Futures Contracts (together, Options and swap 
agreements are referred to herein as ``Financial Instruments''). The 
Funds may also invest in Financial Instruments if the market for a 
specific Bitcoin 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 to obtain the appropriate amount of investment 
exposure using Bitcoin Futures Contracts.
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    \13\ Each Fund's investments in Bitcoin Futures Contracts will 
be subject to regulation under the Commodity Exchange Act and traded 
pursuant to CFTC and applicable exchange regulations. See 7 U.S.C. 
1.
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    Each Fund intends to enter into swap agreements only with major, 
global financial institutions that meet certain credit quality 
standards and monitoring policies. Each Fund will use various 
techniques to minimize credit risk including posting collateral daily 
that is marked to market, using different counterparties and limiting 
the net amount due from any individual counterparty.
    The Funds' remaining net assets will be invested in cash or cash 
equivalents and/or U.S. Treasury securities or other high credit 
quality, short-term fixed-income or similar securities (such as money 
market funds and repurchase agreements) (collectively ``Money Market 
Instruments'') as collateral for, or pending investment in, Bitcoin 
Futures Contracts and Financial Instruments.\14\
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    \14\ Each Fund will generally deposit cash or U.S. Treasury 
securities with a Futures Commission Merchant (``FCM'') for open 
positions in Bitcoin Futures Contracts and cash or U.S. Treasury 
securities as collateral for open positions in Financial 
Instruments.
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    The Funds do not intend to hold Bitcoin Futures Contracts through 
expiration, but instead intend to either close or ``roll'' their 
respective positions. When the market for these contracts is such that 
the prices are higher in the more distant delivery months than in the 
nearer delivery months, the sale during the course of the ``rolling 
process'' of the more nearby contract would take place at a price that 
is lower than the price of the more nearby Bitcoin Futures Contracts 
would take place at a price that is lower than the price of the more 
distant Bitcoin Futures Contracts [sic]. This pattern of higher futures 
prices for longer expiration Bitcoin Futures Contracts is referred to 
as ``contango.'' Alternatively, when the market for certain Bitcoin 
Futures Contracts is such that the prices are higher in the nearer 
months than in the more distant months, the sale during the course of 
the ``rolling process'' of the more nearby Bitcoin Futures Contracts 
would take place at a price that is higher than the price of the more 
distant Bitcoin Futures Contracts. This pattern of higher future prices 
for shorter expiration Bitcoin Futures Contracts is referred to as 
``backwardation.'' The presence of contango in the relevant Bitcoin 
Futures Contracts at the time of rolling would be expected to adversely 
affect the long positions held by the ProShares Bitcoin ETF, and 
positively affect the short positions held by the ProShares Short 
Bitcoin ETF. Similarly, the presence of backwardation in Bitcoin 
Futures Contracts at the time of rolling such Bitcoin Futures Contracts 
would be expected to adversely affect the short positions held by the 
ProShares Short Bitcoin ETF and positively affect the long positions 
held by the ProShares Bitcoin ETF.
    According to the Registration Statement, many U.S. commodities 
exchanges limit the amount of fluctuation permitted in futures contract 
prices during a single trading day by regulations referred to as 
``daily price fluctuation limits'' or ``daily limits.'' Once the daily 
limit has been reached in a particular contract, no trades may be made 
that day at a price beyond that limit or trading may be suspended for 
specified periods during the trading day. In addition, the CFTC and 
U.S. futures exchanges have established limits referred to as 
``speculative position limits'' or ``accountability levels'' on the 
maximum net long or short futures positions that any person may hold or 
control in derivatives traded on such exchanges. These levels and 
position limits apply to the Bitcoin Futures Contracts that each Fund 
would invest in to meet its investment objective.
    According to the Registration Statement, as of the NAV calculation 
time, the ProShares Bitcoin ETF will not have futures exposure greater 
than one times [sic] (1x) that Fund's assets. Similarly, the ProShares 
Short Bitcoin ETF will not have inverse futures exposure greater than 
one time (1x) the Fund's assets. Thus, the maximum margin held at an 
FCM would not exceed one times [sic] the margin requirement for the 
ProShares Bitcoin ETF or the margin requirement for the ProShares Short 
Bitcoin ETF.
Overview of Bitcoin
    According to the Registration Statement, bitcoin is a digital asset 
based on the decentralized, open source protocol of the peer-to-peer 
bitcoin computer network (the ``Bitcoin Network''). Bitcoin is not 
issued by governments, banks or similar organizations. No single entity 
owns or operates the Bitcoin Network. The infrastructure of the Bitcoin 
Network is collectively maintained by a decentralized user base. The 
Bitcoin Network is accessed through software, and software governs 
bitcoin's creation, movement, and ownership.
    The value of bitcoin is determined, in part, by the supply of, and 
demand for, bitcoin in the global exchange markets for the trading of 
bitcoin,\15\ market expectations for the adoption of bitcoin by 
individuals, the number of merchants that accept bitcoin as a form of 
payment and the volume of private end-user-to-end-user transactions.
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    \15\ According to the Registration Statement, a ``Bitcoin 
Exchange'' is an electronic marketplace where exchange participants 
may trade, buy and sell bitcoin based on bid-ask trading. Bitcoin 
Exchanges are typically web-based and trade on a 24-hour basis, 
publishing transaction price and volume data. A ``Bitcoin Exchange 
Market'' is the global bitcoin exchange market for the trading of 
bitcoin, which consists of transactions on Bitcoin Exchanges.
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    Bitcoin transaction and ownership records are reflected on the 
``Bitcoin Blockchain,'' which is a digital public record or ledger. 
Copies of this ledger are stored in a decentralized manner on the 
computers of each Bitcoin Network user. Transaction data is permanently 
recorded in files called ``blocks,'' which

[[Page 61103]]

reflect transactions that have been recorded and authenticated by 
Bitcoin Network participants. The Bitcoin Network software source code 
includes protocols that govern the creation of bitcoin and the 
cryptographic system that secures and verifies Bitcoin transactions.
Overview of Bitcoin Futures Contracts
    Bitcoin Futures Contracts are a new type of futures contract to be 
traded on the CFE and CME or other U.S. exchanges (if available). 
Unlike the established futures markets for traditional physical 
commodities, the market for Bitcoin Futures Contracts is in the 
development stage and has very limited trading and operational history. 
As such, the liquidity of the market for Bitcoin Futures Contracts will 
depend on, among other things, the supply and demand for Bitcoin 
Futures Contracts, the adoption of bitcoin and the commercial and 
speculative interest in the market for Bitcoin Futures Contracts and 
the potential ability to hedge against the price of bitcoin with 
exchange-traded Bitcoin Futures Contracts.
    Additionally, if market participants executing trades in Bitcoin 
Futures Contracts face constraints, including capital constraints, 
security risks, or high execution costs, the price of Bitcoin Futures 
Contracts may fail to capture price movements in the underlying price 
of bitcoin. Moreover, it is not clear how changes to the Bitcoin 
Network, including changes that result in ``forks'' will impact the 
price of any Bitcoin Futures Contracts.
    The CFTC has noted that the U.S. futures exchanges that will trade 
bitcoin futures have agreed to significant enhancements to protect 
customers and maintain orderly markets, and announced its expectation 
that futures exchanges that list and trade bitcoin futures contracts 
will, through information sharing agreements, monitor the trading 
activity on the relevant cash platforms for potential impacts on the 
price discovery process for bitcoin futures contracts, including 
potential market manipulation and market dislocations due to flash 
rallies and crashes and trading outages.\16\
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    \16\ See CFTC Release, supra, note 8.
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Net Asset Value
    According to the Registration Statement, a Fund's per Share NAV 
will be calculated 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. Each Fund's NAV will be calculated 
on each Business Day that the New York Stock Exchange LLC (``NYSE) is 
open. Each Fund will compute its NAVs as of 4:00 p.m. E.T. Each Fund's 
NAV will be calculated only once each trading day. Each Fund's daily 
NAV may be found at www.ProShares.com.
    In calculating the NAV of a Fund, Bitcoin Futures Contracts will be 
valued using the last traded price on the primary listing exchange of 
such contract before the NAV calculation time of the Fund on such day. 
If Bitcoin Futures Contracts 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 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 
Bitcoin Futures Contracts 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 settlement value of a Fund's 
non-exchange-traded Financial Instruments generally will be determined 
by applying the then-current disseminated levels for the Bitcoin 
Futures Contracts to the terms of such Fund's non-exchange-traded 
Financial Instruments. However, in the event that the Bitcoin Futures 
Contracts underlying the Financial Instruments are not trading due to 
the operation of daily limits or otherwise, the Sponsor may choose to 
fair value the Financial Instruments. Such fair value prices would 
generally be determined based on available inputs about the current 
value of the Bitcoin Futures Contracts 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 Investments will be valued on the basis of broker 
quotes, valuations provided by a third party pricing service or at 
amortized cost.
Indicative Fund Value
    In order to provide updated information relating to the Funds for 
use by investors and market professionals, the Exchange will calculate 
an updated ``Indicative Fund Value'' (``IFV''). The IFV will be 
calculated by using the prior day's closing net assets of a Fund as a 
base and updating throughout the Exchange's Core Trading Session of 
9:30 a.m. E.T. to 4:00 p.m. E.T. changes in the value of the Bitcoin 
Futures Contracts and Financial Instruments held by a Fund based on the 
most recently available prices for the Fund's investments.
    The IFV will be disseminated on a per Share basis every 15 seconds 
during the Exchange's Core Trading Session and be widely disseminated 
by one or more major market data vendors during the NYSE Arca Core 
Trading Session.\17\ In addition, circumstances may arise in which the 
NYSE Arca Core Trading Session is in progress, but trading in the 
Bitcoin 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 Bitcoin Futures Contract, or a futures 
exchange, imposing any other suspension or limitation on trading in a 
Bitcoin Futures Contract. In such instances, for IFV calculation 
purposes, the price of the applicable Bitcoin Futures Contracts, as 
well as Financial Instruments whose price is derived from the Bitcoin 
Futures Contracts, would be static or priced by the Fund at the 
applicable early cut-off time of the exchange trading the applicable 
Bitcoin Futures Contract.
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    \17\ Several major market data vendors display and/or make 
widely available IFVs taken from the CTA or other data feeds.
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Creation and Redemption of Shares
    According to the Registration Statement, each Fund intends to 
create and redeem Shares in one or more Creation Units. A Creation Unit 
is a block of 25,000 Shares of a Fund. Except when aggregated in 
Creation Units, the Shares are not redeemable securities.
    A creation transaction generally takes place when an Authorized 
Participant deposits generally a specified amount of cash in exchange 
for a specified number of Creation Units. Similarly, Shares can be 
redeemed only in Creation Units for cash. The prices at which creations 
and redemptions occur would be based on the next calculation of the NAV 
after an order is received.
    Only Authorized Participants may purchase and redeem Creation 
Units. An Authorized Participant is an entity that has entered into an 
Authorized Participant Agreement with the Trust and the Sponsor.
Creation Procedures
    On any ``Business Day'', an Authorized Participant may place an 
order with the Distributor to create one or more Creation Units. For 
purposes of

[[Page 61104]]

processing both purchase and redemption orders, a ``Business Day'' for 
each Fund means any day on which the NAV of such Fund is determined. 
Purchase and redemption orders must be placed 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 the cut-off time.
Redemption Procedures
    According to the Registration Statement, the procedures by which an 
Authorized Participant can redeem one or more Creation Units mirror the 
procedures for the creation of Creation Units. On any Business Day, an 
Authorized Participant may place an order with the Distributor to 
redeem one or more Creation Units.
    The redemption procedures allow Authorized Participants to redeem 
Creation Units. Individual shareholders may not redeem directly from a 
Fund. By placing a redemption order, an Authorized Participant agrees 
to deliver the Creation Units to be redeemed through 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 second Business Day following the redemption 
order date (T+2).
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 Bitcoin Futures Contracts will be readily 
available from the applicable futures exchange websites, automated 
quotation systems, published or other public sources, or major market 
data vendors. The value of the Benchmark Futures Contract will be 
disseminated by one or more major market data vendors on at least a 15-
second delayed basis during the NYSE Arca Core Trading Session of 9:30 
a.m. to 4:00 p.m. E.T.
    Complete real-time data for the Benchmark Futures Contracts and 
Options on Bitcoin Futures will be available by subscription through 
on-line information services. CFE and CME will provide delayed futures 
and options on futures (once available) information on current and past 
trading sessions and market news free of charge on their respective 
websites. The specific contract specifications for Bitcoin Futures 
Contracts would also be available on such websites, as well as other 
financial informational sources. Quotation and last-sale information 
regarding the Shares will be disseminated through the facilities of the 
Consolidated Tape Association (``CTA''). Quotation information for 
Money Market Investments and OTC swaps agreements may be obtained from 
brokers and dealers who make markets in such instruments. Quotation 
information for exchange-traded swaps will be available from the 
applicable exchange and major market vendors. The IFV will be available 
through on-line information services.
    In addition, the Funds' website, www.ProShares.com, will display 
the applicable end of day closing NAV. The daily holdings of each Fund 
will be available on the Funds' website before 9:30 a.m. E.T. Each 
Fund's total portfolio composition will be disclosed each Business Day 
that NYSE Arca is open for trading, on the Funds' website. The Funds' 
website will also include a form of the prospectus for the Funds that 
may be downloaded. The website will include the Shares' ticker and 
CUSIP information, along with additional quantitative information 
updated on a daily basis for each Fund. The Funds' website will include 
(1) the prior business day's 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 (``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. The website disclosure of portfolio holdings will be 
made daily and will include, as applicable, (i) the name, quantity, 
value, expiration and strike price of Bitcoin Futures Contracts and 
Financial Instruments, (ii) the counterparty to and value of Financial 
Instruments, and (iii) the aggregate net value of the Money Market 
Investments held in each Fund's portfolio, if applicable. The Funds' 
website will be publicly available prior to the public offering of 
Shares and accessible at no charge.
    The spot price of bitcoin also is available on a 24-hour basis from 
major market data vendors.
Trading Halts
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares of a Fund.\18\ Trading in Shares of a Fund will 
be halted if the circuit breaker parameters in NYSE Arca Rule 7.12-E 
have been reached. Trading also may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable.
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    \18\ See NYSE Arca Rule 7.12-E.
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    The Exchange may halt trading during the day in which an 
interruption to the dissemination of the IFV or the value of the 
Benchmark Futures Contract occurs.\19\ If the interruption to the 
dissemination of the IFV or the value of the Benchmark persists past 
the trading day in which it occurred, the Exchange will halt trading no 
later than the beginning of the 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.
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    \19\ A limit up/limit down condition in the futures market would 
not be considered an interruption requiring one or both Funds to be 
halted.
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Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. Shares will trade on 
the NYSE Arca Marketplace from 4 a.m. to 8 p.m. E.T. in accordance with 
NYSE Arca Rule 7.34-E (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 Rule 7.6-E, 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 Rule 8.200-E. The trading of the Shares will 
be subject to NYSE Arca Rule 8.200-E, 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 \20\ 
under the Act, as provided by NYSE Arca Rule 5.3-E. A minimum of 
100,000 Shares of each Fund will be outstanding at the

[[Page 61105]]

commencement of trading on the Exchange.
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    \20\ 17 CFR 240.10A-3.
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Surveillance
    The Exchange represents that trading in the Shares of each Fund 
will be subject to the existing trading surveillances administered by 
the Exchange, as well as cross-market surveillances administered by 
FINRA on behalf of the Exchange, which are designed to detect 
violations of Exchange rules and applicable federal securities 
laws.\21\ The Exchange represents that these procedures are adequate to 
properly monitor Exchange trading of the Shares in all trading sessions 
and to deter and detect violations of Exchange rules and federal 
securities laws applicable to trading on the Exchange.
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    \21\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
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    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares and certain 
Bitcoin Futures Contracts with other markets and other entities that 
are members of the ISG, and the Exchange or FINRA, on behalf of the 
Exchange, or both, may obtain trading information regarding trading in 
the Shares and certain Bitcoin Futures Contracts from such markets and 
other entities. In addition, the Exchange may obtain information 
regarding trading in the Shares and certain Bitcoin Futures Contracts 
from markets and other entities that are members of ISG or with which 
the Exchange has in place a comprehensive surveillance sharing 
agreement (``CSSA'').\22\ The Exchange is also able to obtain 
information regarding trading in the Shares, the commodity underlying 
futures or options on futures 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 
cash-settled Options) occurring on US futures exchanges, which are 
members of the ISG.
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    \22\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of a 
Fund may trade on markets that are members of ISG or with which the 
Exchange has in place a CSSA.
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    Not more than 10% of the net assets of a Fund in the aggregate 
invested in Bitcoin Futures Contracts shall consist of Bitcoin Futures 
Contracts whose principal market is not a member of the ISG or is a 
market with which the Exchange does not have a CSSA.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolios of the Funds or the Benchmark, 
(b) limitations on portfolio holdings, reference assets or the 
Benchmark, 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 Rule 5.5-E(m).
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an Information Bulletin of the special characteristics 
and risks associated with trading the Shares. Specifically, the 
Information Bulletin will discuss the following: (1) The risks involved 
in trading the Shares during the Early and Late Trading Sessions when 
an updated IFV will not be calculated or publicly disseminated; (2) the 
procedures for purchases and redemptions of Shares in Creation Units 
(and that Shares are not individually redeemable); (3) NYSE Arca Rule 
9.2-E(a), which imposes a duty of due diligence on its ETP Holders to 
learn the essential facts relating to every customer prior to trading 
the Shares; (4) how information regarding the IFV is disseminated; (5) 
how information regarding portfolio holdings is disseminated; (6) that 
a static IFV will be disseminated, between the close of trading on the 
CFE and CME and the close of the NYSE Arca Core Trading Session; (7) 
the requirement that ETP Holders deliver a prospectus to investors 
purchasing newly issued Shares prior to or concurrently with the 
confirmation of a transaction; and (8) trading information.
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders of the suitability requirements of NYSE Arca Rule 9.2-E(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, the Funds 
will seek investment results that match or that are the inverse (-1x) 
of, respectively, the performance of the Benchmark. Over a period of 
time in excess of one day, the cumulative percentage increase or 
decrease in the NAV of the Shares of a Fund may diverge significantly 
from a multiple or inverse multiple of the cumulative percentage 
decrease or increase in the relevant benchmark due to a compounding 
effect.
    In addition, the Information Bulletin will advise ETP Holders, 
prior to the commencement of trading, of the prospectus delivery 
requirements applicable to a Fund. The Information Bulletin will also 
discuss any

[[Page 61106]]

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 Bitcoin Futures Contracts traded on U.S. markets.
    The Information Bulletin will also disclose the trading hours of 
the Shares that the NAV for the Shares will be calculated after 4:00 
p.m. E.T. each trading day. The Information Bulletin will disclose that 
information about the Shares will be publicly available on the Funds' 
website.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \23\ 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.
---------------------------------------------------------------------------

    \23\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices and to protect 
investors and the public interest in that the Shares will be listed and 
traded on the Exchange pursuant to the initial and continued listing 
criteria in NYSE Arca Rule 8.200-E.
    The Exchange has in place surveillance procedures that are adequate 
to properly monitor trading in the Shares in all trading sessions and 
to deter and detect violations of Exchange rules and applicable federal 
securities laws. The Exchange or FINRA, on behalf of the Exchange, or 
both, will communicate as needed regarding trading in the Shares, and 
certain Bitcoin Futures Contracts with other markets and other entities 
that are members of the ISG, and the Exchange or FINRA, on behalf of 
the Exchange, or both, may obtain trading information regarding trading 
in the Shares and certain Bitcoin Futures Contracts from such markets 
and other entities. In addition, the Exchange may obtain information 
regarding trading in the Shares and certain Bitcoin Futures Contracts 
from markets and other entities that are members of ISG or with which 
the Exchange has in place a CSSA. The Exchange is also able to obtain 
information regarding trading in the Shares, the commodity underlying 
futures or options on futures 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 cash-settled Options) occurring on U.S. futures 
exchanges, which are members of the ISG. Not more than 10% of the net 
assets of a Fund in the aggregate invested in Futures Contracts shall 
consist of Bitcoin Futures Contracts whose principal market is not a 
member of the ISG or is a market with which the Exchange does not have 
a CSSA. The intraday, closing prices, and settlement prices of the 
Bitcoin Futures Contracts will be readily available from the applicable 
futures exchange websites, automated quotation systems, published or 
other public sources, or major market data vendors website or on-line 
information services.
    Complete real-time data for the Bitcoin Futures Contracts and 
Options on Bitcoin Futures will be available by subscription from on-
line information services. CFE and CME will provide delayed futures 
information on current and past trading sessions and market news free 
of charge on their websites. The specific contract specifications for 
Bitcoin Futures Contracts would also be available on such websites, as 
well as other financial informational sources. Information regarding 
options will be available from the applicable exchanges or major market 
data vendors. Quotation and last-sale information regarding the Shares 
will be disseminated through the facilities of the CTA. The Funds' 
website will also include a form of the prospectus for the Funds that 
may be downloaded. The website will include the Shares' ticker and 
CUSIP information, along with additional quantitative information 
updated on a daily basis for each Fund. The Funds' website will include 
(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 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. The website disclosure of portfolio 
holdings will be made daily and will include, as applicable, (i) the 
name, quantity, value, expiration and strike price of Bitcoin Futures 
Contracts and Financial Instruments, (ii) the counterparty to and value 
of Financial Instruments, and (iii) the aggregate net value of the 
Money Market Investments held in each Fund's portfolio, if applicable. 
The Funds' website will be publicly available prior to the public 
offering of Shares and accessible at no charge.
    Moreover, prior to the commencement of trading, the Exchange will 
inform its Equity Trading Permit Holders in an Information Bulletin of 
the special characteristics and risks associated with trading the 
Shares and of the suitability requirements of NYSE Arca Rule 9.2-E(a). 
The Information Bulletin will advise ETP Holders, prior to the 
commencement of trading, of the prospectus delivery requirements 
applicable to a Fund. The Information Bulletin will also discuss any 
exemptive, no-action, and interpretive relief granted by the Commission 
from any rules under the Act. In addition, the Information Bulletin 
will reference that a Fund is subject to various fees and expenses 
described in the Registration Statement. The Information Bulletin will 
also reference that the CFTC has regulatory jurisdiction over the 
trading of Bitcoin Futures Contracts traded on U.S. markets. The 
Information Bulletin will also disclose the trading hours of the Shares 
and that the NAV for the Shares will be calculated after 4:00 p.m. E.T. 
each trading day. The Information Bulletin will disclose that 
information about the Shares will be publicly available on the Funds' 
website.
    Trading in Shares of a Fund will be halted if the circuit breaker 
parameters in NYSE Arca Rule 7.12-E have been reached or because of 
market conditions or for reasons that, in the view of the Exchange, 
make trading in the Shares inadvisable.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of a 
new type of Trust Issued Receipt based on the price of Bitcoin Futures 
Contracts that will enhance competition among market participants, to 
the benefit of investors and the marketplace. As noted above, the 
Exchange has in place surveillance procedures that are adequate to 
properly monitor trading in the Shares in all trading sessions and to 
deter and detect violations of Exchange rules and applicable federal 
securities laws.

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

    The Exchange does not believe that the proposed rule change will 
impose

[[Page 61107]]

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 a new 
type of Trust Issued Receipt based on the price of Bitcoin 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

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2017-139 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2017-139. 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, 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-2017-139 and should be 
submitted on or before January 16, 2018.
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    \24\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\24\
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-27690 Filed 12-22-17; 8:45 am]
 BILLING CODE 8011-01-P


