[Federal Register Volume 81, Number 214 (Friday, November 4, 2016)]
[Notices]
[Pages 76977-76986]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-26647]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79201; File No. SR-NYSEArca-2016-120]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating to the Listing and Trading of Shares 
of the ForceShares Daily 4X US Market Futures Long Fund and ForceShares 
Daily 4X US Market Futures Short Fund Under Commentary .02 to NYSE Arca 
Equities Rule 8.200

October 31, 2016.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on October 17, 2016, 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''): ForceShares Daily 4X US Market Futures Long Fund and 
ForceShares Daily 4X US Market 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\ ForceShares Daily 4X US Market Futures Long Fund (``Fund'' or 
``Long Fund'') and ForceShares Daily 4X US Market Futures Short Fund 
(``Fund'' or ``Short Fund'' and, together with the Long Fund, 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\ On July 27, 2015, the Trust submitted to the Commission its 
draft registration statement on Form S-1 under the Securities Act of 
1933 (15 U.S.C. 77a) (``Securities Act''). The Jumpstart Our 
Business Startups Act, enacted on April 5, 2012, added Section 6(e) 
to the Securities Act. Section 6(e) of the Securities Act provides 
that an ``emerging growth company'' may confidentially submit to the 
Commission a draft registration statement for confidential, non-
public review by the Commission staff prior to public filing, 
provided that the initial confidential submission and all amendments 
thereto shall be publicly filed not later than 21 days before the 
date on which the issuer conducts a road show, as such term is 
defined in Securities Act Rule 433(h)(4). An emerging growth company 
is defined in Section 2(a)(19) of the Securities Act as an issuer 
with less than $1,000,000,000 total annual gross revenues during its 
most recently completed fiscal year. The Funds meet the definition 
of an emerging growth company and consequently have filed their Form 
S-1 registration statement on a confidential basis with the 
Commission.
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    Each of the Funds is a commodity pool that is a series of the 
ForceShares Trust (``Trust''), a Delaware statutory trust. The Funds' 
sponsor is ForceShares LLC (the ``Sponsor''). ALPS Distributors, Inc. 
is the marketing agent for the Funds' Shares (``Marketing Agent''). 
U.S. Bank National Association is the Funds' custodian (``Custodian''), 
which, in such capacity, holds the Funds' ``Cash Equivalents'' (as 
described below) and/or cash pursuant to a custodial agreement. The 
Custodian is also the registrar and transfer agent for the Funds' 
Shares.
    The Long Fund's primary investment objective is to seek daily 
investment results, before fees and expenses, that correspond to 
approximately four times (400%) the daily performance, and the Short 
Fund's primary investment objective is to seek daily investment 
results, before fees and expenses, that correspond to approximately 
four times

[[Page 76978]]

the inverse (-400%) of the daily performance, of the closing settlement 
price \6\ for lead month (i.e., the ``near month'' or next-to-expire) 
Standard & Poor's 500 Stock Price Index Futures contracts (``Big S&P 
Contracts'') that are traded on the Chicago Mercantile Exchange 
(``CME'').\7\ Except as discussed below, this closing settlement price 
is referred to herein as the ``Benchmark''. The Big S&P Contracts are 
referred to herein as the ``Benchmark Component Futures Contracts''.\8\ 
The Funds do not seek to achieve their respective stated primary 
investment objectives over a period of time greater than a single day.
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    \6\ The CME currently calculates the closing settlement price as 
the volume-weighted average price of all trades executed in the 
applicable Big S&P Contract on CME Globex in the last 30 seconds of 
open outcry trading (typically from 4:14:30 p.m. E.T. to 4:15:00 
p.m. E.T.).
    \7\ Big S&P Contracts are traded on the CME in units of $250 
multiplied by the value of the S&P 500 Index.
    \8\ The Funds' Benchmark is intended to track movements in the 
closing settlement price of lead month Big S&P Contracts. Big S&P 
Contracts are based on the value of the S&P 500 Index, a measure of 
large-cap U.S. stock market performance. 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.
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    The Sponsor employs a ``neutral'' investment strategy intended to 
track the changes in the Benchmark regardless of whether the Benchmark 
goes up or goes down. Each Fund's ``neutral'' investment strategy is 
designed to permit investors generally to purchase and sell a Fund's 
Shares with the objective of gaining leveraged exposure to Big S&P 
Contracts and, therefore, the S&P 500[supreg] (``S&P 500 Index''), in a 
cost-effective manner.
    Each Fund seeks to achieve its primary investment objective under 
normal market conditions \9\ primarily by investing in Big S&P 
Contracts such that daily changes in a Fund's net asset value (``NAV'') 
are expected to closely track the changes, in the case of the Long 
Fund, or the inverse of the changes, in the case of the Short Fund, in 
the Benchmark on a leveraged basis, as described further below. Each 
Fund will also invest in E-MiniTM S&P 500[supreg] Futures 
contracts (``E-Minis'' and, together with Big S&P Contracts, ``Primary 
S&P Interests'') \10\ to seek to achieve its primary investment 
objective where position limits prevent further purchases of Big S&P 
Contracts.\11\ Each Fund may also invest in other contracts, securities 
and instruments that the Sponsor determines, in its sole discretion, 
further a Fund's primary investment objective (collectively, ``Other 
S&P Interests,'' and together with Primary S&P Interests, ``S&P 
Interests'').\12\
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    \9\ The term ``under normal market conditions'' includes, but is 
not limited to, the absence of adverse market, economic, political 
or other conditions, including extreme volatility or trading halts 
in the equities markets or the financial markets generally; 
operational issues (e.g., systems failure) causing dissemination of 
inaccurate market information; or force majeure type events such as 
natural or man-made disaster, act of God, armed conflict, act of 
terrorism, riot or labor disruption or any similar intervening 
circumstance.
    \10\ E-Minis are traded on the CME in units of $50 multiplied by 
the value of the S&P 500 Index.
    \11\ Primary S&P Interests traded on the CME expire on a 
specified day in each calendar quarter: March, June, September and 
December. For example, in terms of the Benchmark, on May 1st of a 
given year the lead month Big S&P Contract will expire in June of 
that year and will be the Benchmark Component Futures Contracts. As 
another example, on December 31st of a given year, the Benchmark 
Component Futures Contracts will be the contracts expiring in March 
of the following year.
    \12\ The Sponsor does not intend to operate the Funds in a 
fashion such that their respective per Share NAV equals, in dollar 
terms, the value of the S&P 500 Index or the price of any particular 
Primary S&P Interest.
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    Permissible Other S&P Interests are the following: Swap agreements 
(cleared and over-the-counter), over-the-counter forward contracts, and 
short positions on futures contracts, in each case with respect to and 
referencing Primary S&P Interests or the S&P 500 Index.
    Each Fund may also acquire options on futures contracts (i.e., the 
Stop Options described below). In the absence of certain stop measures 
represented by options on futures contracts obtained by a Fund, if the 
Benchmark moves 25% or more on a given trading day(s) in a direction 
adverse to a Fund's holdings, a Fund's investors would lose all of 
their money. Therefore, the Long Fund would hold ``put'' options, and 
the Short Fund would hold ``call'' options, with respect to all or 
substantially all of its S&P Interests (as defined above) \13\ with 
strike prices at approximately 75%, in the case of the Long Fund, or 
125%, in the case of the Short Fund, of the value of the applicable 
underlying S&P Interest as of the end of the preceding business day 
(such Fund's ``Stop Options''). The Stop Options will serve primarily 
to (a) prevent the Fund's NAV from going to zero in the event of a 25% 
adverse move in the Benchmark, and (b) recoup a small portion of 
substantial losses of a Fund that may result from large movements in 
the Benchmark. The Stop Options are not expected to result in 
significant gains for any Fund, and will generally be considered a 
transaction cost for each Fund. The Stop Options will not prevent a 
Fund from losing money, but will permit the Fund to recoup a small 
percentage of its losses in the event of a large or catastrophic 
adverse movement in a Fund's Benchmark.
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    \13\ The Stop Options will be comprised of options on Primary 
S&P Interests (i.e., Big S&P Contracts and E-Minis) providing the 
desired coverage with respect to both Primary S&P Interests and 
Other S&P Interests, if any.
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    Each Fund's positions in S&P Interests will be changed or 
``rolled'' on a regular basis in order to track the changing nature of 
the Benchmark. For example, quarterly (on the date on which a Big S&P 
Contract expires), the deferred month (or next-to-expire) Big S&P 
Contract will become the ``Lead'' month (or front month) Big S&P 
Contract and will become the Benchmark Component Futures Contract, and 
each Fund's investments will have to be changed accordingly. During 
roll periods, the Benchmark will be composed of a combination of the 
lead month Big S&P Contract and/or the deferred month Big S&P Contract. 
The Benchmark is a ``rolling index'', which means that the Benchmark 
does not take physical possession of any commodities. An investor with 
a rolling futures position is able to avoid delivering (or taking 
delivery of) underlying physical commodities while maintaining exposure 
to those commodities. The Benchmark Component Futures Contract is 
changed from the lead month Big S&P Contract to the deferred month Big 
S&P Contract over a four-day period. Each quarter, the Benchmark 
Component Futures Contract changes start at the end of the day on the 
date two weeks (twelve days) prior to expiration of the lead month Big 
S&P Contract for that month. During the first three days of the period, 
the applicable value of the Benchmark is based on a combination of the 
lead month Big S&P Contract and the deferred month Big S&P Contract as 
follows:
     On day 1, the Benchmark consists of 75% of the lead month 
Big S&P Contract's price plus 25% of the deferred month Big S&P 
Contract's price;
     On day 2, the Benchmark consists of 50% of the lead month 
Big S&P Contract's price plus 50% of the deferred month Big S&P 
Contract's price;
     On day 3, the Benchmark consists of 25% of the lead month 
Big S&P Contract's price plus 75% of the deferred month Big S&P 
Contract's price; and
     On day 4, the Benchmark is entirely composed of the prior 
day's deferred month Big S&P Contract, which now constitutes the lead 
month Big S&P

[[Page 76979]]

Contract until the beginning of the following quarter's rolling period.
    On each day during the four-day rolling period, the Sponsor 
anticipates it will roll S&P Interests positions by closing, or 
selling, a percentage of positions in S&P Interests and reinvesting the 
proceeds from closing those positions in new S&P Interests that reflect 
the change in the Benchmark. The anticipated dates that the quarterly 
four-day roll period will commence are posted on a Fund's Web site at 
www.forceshares.com, and are subject to change without notice. By 
remaining invested as fully as possible in S&P Interests, the Sponsor 
believes that the daily changes in percentage terms of the NAV will 
continue to closely track the daily changes in percentage terms in the 
price of the Benchmark.
    The composition of a Fund's Stop Options positions may or may not 
need to be changed during a roll period. The Sponsor will consider 
whether to sell a Stop Option position based upon that Stop Option's 
economic viability, which is determined by examining its strike price 
relative to the existing Benchmark Futures Contract value, time to 
expiration, market demand and any other applicable considerations. In 
all circumstances, including during roll period and at the end of the 
roll period, the Stop Option positions will provide coverage, at an 
aggregate strike price of approximately 75 percent for the Long Fund or 
125 percent for the Short Fund, for all of the S&P Interests held by 
the Fund. As a result, the Sponsor will purchase new Stop Options when 
required to meet the referenced coverage threshold.\14\
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    \14\ A Fund may hold Stop Options that provide coverage for more 
than 100% of a Fund's S&P Interests at any particular time. This 
result may occur because the Funds' respective investment strategies 
require that each Fund increase Stop Option positions to maintain a 
threshold of not less than 100% coverage of S&P Interests, and that 
Stop Option positions only be decreased if trading out of such 
positions will generate a transactional profit to the Fund (although 
such profits are not anticipated to provide a material impact on a 
Fund's return). Excess Stop Option positions for which trading is 
not profitable will be allowed to expire.
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    The S&P Interests that each Fund will principally invest in are 
futures contracts, which are standardized contracts traded on, or 
subject to the rules of, an exchange that call for the future delivery 
of a specified quantity and type of asset at a specified time and place 
or, alternatively, may call for cash settlement. Each Fund expects to 
invest in S&P Interests to the fullest extent possible without (a) 
materially exceeding the leverage necessary to implement its primary 
investment objective or (b) being unable to satisfy its expected 
current or potential margin or collateral obligations with respect to 
its investments in S&P Interests. Each Fund will invest in Primary S&P 
Interests to the extent that it is not in violation of exchange 
position limits on such Primary S&P Interests.\15\ Futures contracts, 
all of which held by a Fund are lead month or deferred month Primary 
S&P Interests, are expected to comprise approximately ten to twenty-
five percent (10-25%) of the Long Fund's portfolio and approximately 
ten to twenty-five percent (10-25%) of the Short Fund's portfolio.\16\ 
Subsequently, each Fund in its evaluation may also invest in Other S&P 
Interests that obtain the investment objective of leveraged exposure to 
the S&P 500 Index, in an amount up to twenty-five percent (25%) of its 
net assets. The types of contracts, securities and instruments that 
qualify as Other S&P Interests are swap agreements (cleared and over-
the-counter), over-the-counter forward contracts, and short positions 
that the Sponsor determines, in its sole discretion, further a Fund's 
primary investment objective.
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    \15\ The Commodity Futures Trading Commission (``CFTC'') and 
U.S. designated contract markets such as the CME may establish 
position limits on the maximum net long or net short futures 
contracts in commodity interests that any person or group of persons 
under common trading control (other than as a hedge, which an 
investment by the Funds is not) may hold, own or control. For 
example, the current CME instituted position limit for investments 
at any one time in Big S&P Contracts is 60,000 contracts (on a net 
basis) total for all months. For the purpose of this limit, E-Minis 
are counted as \1/5\th the size of Big S&P Contracts for the 
purposes of this limit. These position limits are fixed ceilings 
that each Fund would not be able to exceed without specific CFTC 
authorization. Position limits are calculated at the controller 
level, meaning positions in the contracts held be the Funds will be 
aggregated at the level of control by the Sponsor, which is the 
commodity pool operator for the Funds. Position limits are 
calculated on a net futures basis, meaning that long exposure 
Primary S&P Interests held in the Long Fund will be netted against 
the short exposure Primary S&P Interests held by the Short Fund. 
Additionally, Stop Options held by a Fund will be netted against the 
Primary S&P Interests held by such Fund; provided, however, that the 
weighting of a Stop Option for position limit purposes will be 
determined through analysis of the ``net delta'' of the Stop Option 
(relative to current Benchmark values) using the Standard Portfolio 
Analysis of Risk (SPAN) system operated by the CME. As a result, the 
net impact of Stop Options on the position limits applicable to the 
Funds is difficult to ascertain in advance. Based on the Benchmark 
as of September 22, 2016, the position limits for Primary S&P 
Interests would account for a total notional value of 
$32,524,500,000. As a result, assuming the level of the S&P 500 
Index remains the same, the Funds would be unlikely to trigger 
position limits for Primary S&P Interests unless one Fund's net 
assets exceeded the other Fund's net assets by approximately $8.1 
billion. This calculation assumes that each Fund is successful in 
achieving its stated investment objective of maintaining 400% or -
400% exposure to the Benchmark Futures Contract. If, for example, 
the Long Fund has $9 billion in net assets and does not invest in 
Other S&P Interests that are not subject to position limits, it will 
hold Primary S&P Interests with a total notional exposure of $36 
billion (equivalent to 66,411.5 Big S&P Contracts). If the Short 
Fund has $1 billion in net assets and does not invest in Other S&P 
Interests that are not subject to position limits, it will hold 
Primary S&P Interests with a total notional exposure of $4 billion 
(equivalent to 7,379 Big S&P Contracts). On a net basis, the Funds 
will hold 59,032.5 contracts for position limit purposes. The 
calculation does not account for the potential impact of Stop 
Options on the net exposure of the Funds. Accountability levels 
differ from position limits in that they do not represent a fixed 
ceiling, but rather a threshold above which a futures exchange may 
exercise greater scrutiny and control over an investor's positions. 
If a Fund were to exceed an applicable accountability level for 
investments in futures contracts, the exchange will monitor a Fund's 
exposure and may ask for further information on its activities, 
including the total size of all positions, investment and trading 
strategy, and the extent of liquidity resources of a Fund. If deemed 
necessary by the exchange, a Fund could be ordered to reduce its 
aggregate net position back to the accountability level. Based on 
the Benchmark as of September 22, 2016, the reportable level that 
required enhanced recordkeeping for Primary S&P Interests would 
account for a total notional value of $54,207,500. As a result, 
assuming the level of the S&P 500 Index remains the same, the Funds 
would be expected to trigger accountability level recordkeeping 
requirements when one Fund's net assets exceeded the other Fund's 
net assets by approximately $54 million. In addition to position 
limits and accountability, the exchanges set daily price fluctuation 
limits on futures contracts. The daily price fluctuation limit 
establishes the maximum amount that the price of futures contracts 
may vary either up or down from the previous day's settlement price. 
Once the daily price fluctuation limit has been reached in a 
particular futures contract, no trades may be made at a price beyond 
that limit. Neither of the Funds intends to limit the size of the 
offering and each will attempt to expose substantially all of its 
proceeds to the S&P 500 Index utilizing S&P Interests. If a Fund 
encounters position limits, accountability levels, or price 
fluctuation limits for Primary S&P Interests on the CME, it may 
then, if permitted under applicable regulatory requirements, 
purchase Other S&P Interests. In any case, notwithstanding the 
potential availability of these instruments in certain 
circumstances, position limits could force a Fund to limit the 
number of Creation Baskets that it sells. A decline in the S&P 500 
Index at certain price levels will trigger market-wide circuit 
breakers (i.e., price fluctuation limits) causing the Exchange or 
CME to suspend, halt, or restrict the trading of Primary S&P 
interests for a short period time or the remainder of the applicable 
trading day. Price fluctuation limits are established by relevant 
exchanges on which securities or futures contracts are traded. 
Currently, the Sponsor intends to acquire S&P Interests on the CME, 
which has established price fluctuation limits for negative 
movements of 7% percent, 13% percent and 20% percent in the value of 
the S&P Index. The CME has not adopted price fluctuation limits for 
positive movement thresholds in the S&P 500 Index.
    \16\ To the extent that the CME or any applicable authority or 
counterparty alters margin requirement applicable to the Primary S&P 
Interests, the approximate percentage of portfolio interests held in 
Primary S&P Interests, Other S&P Interests, Stop Options and Cash 
Equivalents (as defined below) may change in accordance therewith.
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    Each Fund may acquire or dispose of Stop Options (puts or calls) on 
S&P Interests in pursuing its secondary

[[Page 76980]]

investment objective of recouping a small amount of losses of a Fund 
against an extreme, short term negative movement, in the case of the 
Long Fund, or positive movement, in the case of the Short Fund, in the 
Benchmark. Each Fund will acquire such number of Stop Options as is 
required in respect of the number and value of a Fund's S&P Interests, 
on an aggregated basis. Each Fund is expected to make use of options on 
Primary S&P Interests solely in connection with its secondary 
investment objective.
    Stop Options are expected to average less than approximately five 
percent (5%) of the Long Fund's portfolio and less than approximately 
five percent (5%) of the Short Fund's portfolio.
    On a day-to-day basis, a Fund will invest the remainder of its 
assets in money market funds, depository accounts with institutions 
with high quality credit ratings or short-term debt instruments that 
have terms-to-maturity of less than 397 days and exhibit high quality 
credit profiles, including U.S. government securities and repurchase 
agreements (collectively, ``Cash Equivalents''). Cash Equivalents are 
expected to comprise approximately seventy to eighty-five percent (70-
85%) of the Long Fund's portfolio and approximately seventy to eighty-
five percent (70-85%) of the Short Fund's portfolio.
    The Sponsor uses a mathematical approach to investing. Using this 
approach, the Sponsor determines the type, quantity and mix of 
investment positions that each Fund should hold to achieve, on a daily 
basis, approximately four times (400%) the daily performance, in the 
case of the Long Fund, or approximately four times the inverse (-400%) 
of the daily performance, in the case of the Short Fund, of the 
Benchmark. The Sponsor does not invest the assets of the Funds in 
securities or financial instruments based on the Sponsor's view of the 
investment merit of a particular security, instrument, or company, nor 
does it conduct conventional investment research or analysis or 
forecast market movement or trends, in managing the assets of the 
Funds. Each Fund seeks to remain invested at all times in securities 
and/or financial instruments that, in combination, provide leveraged 
exposure to the S&P 500 Index without regard to market conditions, 
trends or direction.
    Following determination of a Fund's respective NAV each business 
day, each Fund will seek to position its portfolio so that its exposure 
to the Benchmark is consistent with a Fund's primary investment 
objective. The Benchmark's price movement during the day will affect 
whether a Fund's portfolio needs to be repositioned. For example, if 
the Benchmark has risen on a given day, the NAV of the Long Fund should 
rise and the NAV of the Short Fund should fall. As a result, the Long 
Fund's exposure would need to be increased and the Short Fund's 
exposure would need to be decreased. Conversely, if the Benchmark has 
fallen on a given day, the NAV of the Long Fund should fall and the NAV 
of the Short Fund should rise. As a result, the Long Fund's exposure 
would need to be decreased and the Short Fund's exposure would need to 
be increased.
    Because of daily rebalancing of each Fund's Portfolio and the 
compounding of each day's return over time, the return of each Fund for 
periods 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 (400%) the total performance, in the case of the Long Fund, 
or four times the inverse (-400%) of the total performance, in the case 
of the Short Fund, of the Benchmark over the same period. Each Fund 
will lose money if the level of the Benchmark is flat over time, and it 
is possible that the Long Fund will lose money over time even if the 
level of the Benchmark rises, and the Short Fund will lose money over 
time even if the level of the Benchmark falls, as a result of daily 
rebalancing of the applicable Fund, the Benchmark's volatility and the 
effects of compounding.
    Each Fund will be rebalanced daily in order to continue to reflect 
exposure equal to approximately four times (400%) the daily 
performance, in the case of the Long Fund, or approximately four times 
the inverse (-400%) of the daily performance, in the case of the Short 
Fund, of the Benchmark.\17\ However, each Fund will only rebalance on 
business days when the Exchange and the CME are open. The Sponsor will 
determine the type, quantity and combination of S&P Interests it 
believes will produce daily returns consistent with the applicable 
Fund's primary investment objective.
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    \17\ The Sponsor anticipates that the rebalancing of a Fund's 
S&P Interests will principally take place during the period of time 
prior to the close of trading of Primary S&P Interests on the CME. 
Currently, trading on the CME takes place between 9:30 a.m. to 4:15 
p.m. E.T.
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    The Sponsor believes that market arbitrage opportunities will cause 
each Fund's Share price on the Exchange to track a Fund's NAV per 
Share. The Sponsor believes that the net effect of this expected 
relationship and the expected relationship between each Fund's NAV per 
Share and the Benchmark will be that the changes in the price of a 
Fund's Shares on the Exchange will track approximately four times 
(400%) the daily performance, in the case of the Long Fund, or four 
times the inverse (-400%) of the daily performance, in the case of the 
Short Fund, of the Benchmark. This relationship may be affected by 
various market factors, including but not limited to, the number of 
Shares of a Fund outstanding and the liquidity of the underlying 
holdings. The Sponsor believes that the market for Primary S&P 
Interests is among the more liquid futures markets and does not 
anticipate liquidity issues relating to a Fund's underlying holdings, 
absent extraordinary circumstances or material changes to the 
marketplace for Primary S&P Interests. While the Benchmark is composed 
of Big S&P Contracts and is therefore a measure of the future value of 
the S&P 500 Index, there is nonetheless expected to be a reasonable 
degree of correlation between the Benchmark and the then-current value 
of the S&P 500 Index.
    The Sponsor will invest each Fund's assets in S&P Interests, Stop 
Options, Cash Equivalents and/or cash. The Sponsor will deposit a 
portion of each Fund's net assets with the FCM or other custodians to 
be used to meet its current or potential margin or collateral 
requirements in connection with its investment in S&P Interests. Each 
Fund will use only Cash Equivalents and/or cash to satisfy these 
requirements.
    The Sponsor intends for such Stop Options to be maintained with an 
approximate level of coverage such that the Sponsor may put or call, as 
applicable, the S&P Interests at a strike price of approximately 75%, 
in the case of the Long Fund, or 125%, in the case of the Short Fund, 
of the value of the applicable underlying S&P Interests as of the end 
of the preceding business day. To the extent that the Sponsor is unable 
(whether through error or limitations in the availability of the 
required put or call options on futures contracts) to manage the Stop 
Options to provide coverage for all of a Fund's S&P Interests at the 
intended target strike price, it is possible that the Stop Options will 
not prevent a Fund's NAV from going to zero.
    The design of the Funds' Benchmark is such that the Benchmark 
Component Futures Contracts will change four times per year, and the 
Funds' investments must be rolled periodically to reflect the changing 
composition of the Benchmark. For example, when the lead month Big S&P 
Contract expires, such contract will no longer be the

[[Page 76981]]

Benchmark Component Futures Contract and the applicable Fund's position 
in it will no longer be consistent with tracking the Benchmark. In the 
event of a futures market where near-to-expire contracts trade at a 
higher price than longer-to-expire contracts, a situation referred to 
as ``backwardation'', then absent the impact of the overall movement in 
the S&P 500 Index the value of the Benchmark Component Futures 
Contracts would tend to rise as they approach expiration. As a result 
the Long Fund may benefit because it would be selling more expensive 
contracts and buying less expensive ones on an ongoing basis, and the 
Short Fund may be negatively impacted because it would be selling less 
expensive contracts and buying more expensive ones on an ongoing basis.
    Conversely, in the event of a futures market where near-to-expire 
contracts trade at a lower price than longer-to-expire contracts, a 
situation referred to as ``contango,'' then absent the impact of the 
overall movement in the S&P 500 Index the value of the Benchmark 
Component Futures Contracts would tend to decline as they approach 
expiration. As a result the Long Fund's total return may be lower than 
might otherwise be the case because it would be selling less expensive 
contracts and buying more expensive ones, and the Short Fund's total 
return may be higher than might otherwise be the case because it would 
be selling more expensive contracts and buying less expensive ones. The 
impact of backwardation and contango may lead the total return of a 
Fund to vary significantly from the total return of other price 
references, such as the S&P 500 Index. Absent the impact of rising or 
falling S&P 500 Index values, a prolonged period of contango could have 
a significant negative impact on the Long Fund's NAV and total return 
and a prolonged period of backwardation could have a significant 
negative impact on the Short Fund's NAV and total return.
Operation of the Funds
    Each Fund invests in S&P Interests to the fullest extent possible 
without exceeding the leverage necessary to implement its primary 
investment objective or being unable to satisfy its expected current or 
potential margin or collateral obligations with respect to its 
investments in S&P Interests. After fulfilling such margin and 
collateral requirements and purchasing Stop Options consistent with its 
secondary investment objective, each Fund invests the remainder of its 
proceeds from the sale of baskets in Cash Equivalents and/or holds such 
assets in cash (generally in interest-bearing accounts). Therefore, the 
focus of the Sponsor in managing each Fund is investing in S&P 
Interests, Stop Options, Cash Equivalents and/or cash. Each Fund earns 
interest income from the Cash Equivalents that it purchases and on the 
cash it holds through the Custodian.
The Investment Strategies of the Funds
    In managing each Fund's assets, the Sponsor does not use a 
technical trading system that automatically issues buy and sell orders. 
Instead, each time one or more baskets are purchased or redeemed, the 
Sponsor will purchase or sell S&P Interests, Stop Options and Cash 
Equivalents as required in respect of the amount of cash received or 
paid upon the purchase or redemption of the basket(s).
    As an example, assume that a Creation Basket is sold by the Long 
Fund, and that the Long Fund's closing NAV per Share is $50. In that 
case, the Long Fund would receive $2,500,000 in proceeds from the sale 
of the Creation Basket ($50 NAV per Share multiplied by 50,000 Shares, 
and ignoring the Creation Basket fee in the amount set forth in the 
applicable Fund's prospectus). If one were to assume further that the 
Sponsor wants to invest the entire proceeds from the Creation Basket in 
Big S&P Contracts to obtain an aggregate value of $10,000,000 (i.e., 
four times exposure relative to NAV) and that the market value of each 
such Big S&P Contract is $522,500 (i.e., index value of 2,090 
multiplied by $250) (or otherwise not a round number), the Long Fund 
would be unable to buy an exact number of Big S&P Contracts with an 
aggregate market value equal to $10,000,000. Instead, the Long Fund 
would be able to purchase 19 Big S&P Contracts with an aggregate 
notional value of $9,927,500. Assuming a margin requirement equal to 4% 
of the value of the Big S&P Contracts, the Long Fund would be required 
to deposit $397,100 in Cash Equivalents and/or cash with the FCM 
through which the Big S&P Contracts were purchased. The remainder of 
the proceeds from the sale of the Creation Basket, $2,112,900, would 
remain invested in Cash Equivalents and/or cash as determined by the 
Sponsor from time to time based on factors such as potential calls for 
margin or anticipated redemptions.
    The specific S&P Interests purchased depend on various factors, 
including a judgment by the Sponsor as to the appropriate 
diversification of each Fund's investments. While the Sponsor 
anticipates that each Fund will seek to achieve its primary investment 
objective by investing in Primary S&P Interests, for various reasons, 
including the ability to enter into the precise amount of exposure to 
the S&P 500 Index and position limits on Primary S&P Interests, it may 
also invest in Other S&P Interests, including swaps, in the over-the-
counter market to a potentially significant degree. Each Fund will be 
limited in investing up to twenty percent (20%) of its net assets in 
Other S&P Interests that may constitute securities for purposes of the 
Investment Company Act of 1940.
    The Sponsor does not anticipate letting its Primary S&P Interests 
expire and taking delivery of or having to deliver cash. Instead, the 
Sponsor closes out existing positions, e.g., in response to ongoing 
changes in the Benchmark or if it otherwise determines it would be 
appropriate to do so and reinvest the proceeds in new S&P Interests. 
Positions may also be closed out to meet orders for Redemption Baskets, 
in which case the proceeds from closing the positions will not be 
reinvested.
    Because the Long Fund seeks to track the Benchmark directly and 
profit when the value of the S&P 500 Index increases and, as a likely 
result of an increase in the value of the S&P 500 Index, the price of 
Primary S&P Interests increases, the Long Fund will generally be long 
on the S&P 500 Index, and will generally sell Primary S&P Interests 
only to close out existing long positions. Because the Short Fund seeks 
to track the Benchmark inversely and profit when the value of the S&P 
500 Index decreases and, as a likely result of a decrease in the value 
of the S&P 500 Index, the price of Primary S&P Interests decreases, the 
Short Fund will generally be short on the S&P 500 Index, and will 
generally buy Primary S&P Interests only to close out existing short 
positions.
Over-the-Counter Derivatives
    In addition to futures contracts, options on futures contracts and 
cleared swaps, derivative contracts that are tied to various securities 
will be entered into outside of public exchanges. The over-the-counter 
contracts that the Funds may enter into will take the form of either 
swaps or forward contracts, in each case providing exposure to the S&P 
500 Index or to Big S&P Contracts.
    To reduce the credit risk that arises in connection with over-the-
counter contracts, each Fund generally will enter into an agreement 
with each counterparty based on the Master Agreement published by the 
International Swaps and Derivatives Association, Inc. that provides for 
the

[[Page 76982]]

netting of each Fund's overall exposure to its counterparty and for 
daily payments based on the marked to market value of the contract.
    The creditworthiness of each potential counterparty will be 
assessed by the Sponsor. The Sponsor assesses or reviews, as 
appropriate, the creditworthiness of each potential or existing 
counterparty to an over-the-counter contract pursuant to guidelines 
approved by the Sponsor. The creditworthiness of existing 
counterparties will be reviewed periodically by the Sponsor. There is 
no guarantee that the Sponsor's creditworthiness analysis will be 
successful and that counterparties selected for Fund transactions will 
not default on their contractual obligations.
Net Asset Value
    Each Fund's NAV will be calculated by taking the current market 
value of a Fund's total assets and subtracting any liabilities and 
dividing the balance by the number of a Fund's Shares. Under each 
Fund's current operational procedures, each Fund's administrator, 
USBancorp Fund Services, LLC (the ``Administrator''), will calculate 
the NAV of a Fund as of the earlier of 4:00 p.m. Eastern time 
(``E.T.'') or the close of the Exchange each day. The NAV for a 
particular trading day will be released after 4:15 p.m. E.T. The NAV 
for the Funds will be calculated by the Administrator once a day and 
will be disseminated daily to all market participants at the same 
time.\18\
---------------------------------------------------------------------------

    \18\ For each Fund, the NAV will be calculated by taking the 
current market value of a Fund's total assets and subtracting any 
liabilities. Under the Funds' current operational procedures, the 
Administrator will generally calculate the NAV of the Funds' Shares 
as of the earlier of 4:00 p.m. E.T. or the close of the Exchange 
each day. The NAV for a particular trading day will be released 
after 4:15 p.m. E.T.
---------------------------------------------------------------------------

    Each Fund's NAV includes, in part, any unrealized profits or losses 
on open swap agreements, futures or forward contracts. Under normal 
circumstances, a Fund's NAV will reflect the quoted closing settlement 
price of open futures contracts on the date when a Fund's NAV is being 
calculated. In instances when the quoted settlement price of futures 
contract traded on an exchange may not be reflective of fair value 
based on market condition, generally due to the operation of daily 
limits or other rules of the exchange or otherwise, a Fund's NAV may 
not reflect the fair value of open futures contracts on such date.
    The Sponsor will recalculate each Fund's NAV where necessary to 
reflect the ``fair value'' of a futures contract when the futures 
contract closes at its price fluctuation limit for the day.
    In determining the value of Primary S&P Interests, the 
Administrator will use the then current value of Big S&P Contracts and 
E-Minis (as reflected on the CME), and, at end of day, the closing 
settlement price of each such contract on the CME, except that the 
``fair value'' of a Primary S&P Interest (as described in more detail 
below) may be used when Primary S&P Interests close at their price 
fluctuation limit for the day. The Administrator will determine the 
value of each Fund's other investments as of the earlier of the close 
of the Exchange or 4:00 p.m. E.T., in accordance with the current 
Services Agreement between the Administrator and the Trust. The value 
of over-the-counter S&P Interests is determined based on the value of 
the security, futures contract or index underlying such S&P Interest, 
except that a fair value may be determined if the Sponsor believes that 
a Fund is subject to significant credit risk relating to the 
counterparty to such S&P Interest. Cash Equivalents held by a Fund will 
be valued by the Administrator using values received from recognized 
third-party vendors (such as Reuters) and dealer quotes. NAV includes 
any unrealized profit or loss on open S&P Interests and any other 
credit or debit accruing to each Fund but unpaid or not received by a 
Fund. The fair value of a S&P Interest shall be determined by the 
Sponsor in good faith and in a manner that assesses the S&P Interest's 
value based on a consideration of all available facts and all available 
information on the valuation date.
    Cash Equivalents will normally be valued on the basis of quotes 
obtained from brokers and dealers or pricing services. Exchange-traded 
options on futures will generally be valued at the settlement price 
determined by the applicable exchange.
    With respect to specific derivatives:
     A total return swap on an index will be valued at the 
publicly available index price. The index price, in turn, is determined 
by the applicable index calculation agent, which generally values the 
securities underlying the index at the last reported sale price.
     Equity total return swaps will generally be valued using 
the actual underlying equity at local market closing.
     Over-the-counter [sic] will generally be valued on a basis 
of quotes obtained from a quotation reporting system, established 
market makers, or pricing services.
     Forwards will generally be valued in the same manner as 
the underlying securities. Forward settling positions for which market 
quotes are readily available will generally be valued at market value.
    When a Primary S&P Interest has closed at its price fluctuation 
limit, the fair value determination attempts to estimate the price at 
which such Primary S&P Interest would be trading in the absence of the 
price fluctuation limit (either above such limit when an upward limit 
has been reached or below such limit when a downward limit has been 
reached). Typically, this estimate will be made primarily by reference 
to the price of comparable S&P Interests trading in the over-the-
counter market. The fair value of an S&P Interest may not reflect such 
security's market value or the amount that a Fund might reasonably 
expect to receive for the S&P Interest upon its current sale.
Indicative Fund Value
    In addition, in order to provide updated information relating to a 
Fund for use by investors and market professionals, the Exchange will 
calculate and disseminate throughout the trading day an updated 
``indicative fund value'' (``IFV''). The IFV will be calculated by 
using the prior day's closing NAV per Share of a Fund as a base and 
updating that value throughout the trading day to reflect changes in 
the value of the underlying holdings. Tracking the changes in 
underlying holdings will be calculated as follows:
    Benchmark Component 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.
    Primary S&P Interests 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.
     Futures may be valued intraday using the relevant futures 
exchange data, or another proxy as determined to be appropriate by the 
third party market data provider. Benchmark Component Futures Contracts 
will be valued intraday using the main pricing mechanism of the CME or 
through another proxy if such data is not readily available.
     Total return swaps may be valued intraday using the 
underlying asset or index price, or another proxy as determined to be 
appropriate by the third party market data provider.
     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.
     Over-the-counter options may be valued intraday through 
option

[[Page 76983]]

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.
     A third party market data provider's valuation of forwards 
will be similar to their valuation of the underlying interests, or 
another proxy as determined to be appropriate by the third party market 
data provider. The third party market data provider will generally use 
market quotes if available. Where market quotes are not available, they 
may fair value securities against proxies (such as swap or yield 
curves). Each Fund's disclosure of forward positions will include 
information that market participants can use to value these positions 
intraday.
    Changes in the value of Cash Equivalents will not be included in 
the calculation of the IFV. For this and other reasons, the IFV 
disseminated during Exchange trading hours should not be viewed as an 
actual real time update of the NAV of a Fund. NAV will be calculated 
only once at the end of each trading day.
    The IFV will be disseminated on a per Share basis every 15 seconds 
during the Exchange's Core Trading Session. The trading hours for the 
CME can be found at http://www.cmegroup.com/trading_hours/.
    The Exchange will disseminate the IFV through the facilities of 
Consolidated Tape Association (``CTA'') high speed line. In addition, 
IFV 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
    Each Fund will create and redeem Shares from time to time, but only 
in one or more ``Creation Baskets'' or ``Redemption Baskets'' comprised 
of 25,000 Shares. The size of Creation Baskets and Redemption Baskets 
is subject to change. The creation and redemption of baskets will only 
be made in exchange for delivery to a Fund or the distribution by a 
Fund of cash in an amount equal to the combined NAV of the number of 
Shares of the Fund included in the baskets being created or redeemed 
determined as of 4:00 p.m. E.T. on the day the order to create or 
redeem baskets is properly received. ``Authorized Purchasers'' are the 
only persons that may place orders to create and redeem baskets. 
Authorized Purchasers must be (1) either registered broker-dealers or 
other securities market participants, such as banks and other financial 
institutions, that are not required to register as broker-dealers to 
engage in securities transactions, and (2) Depository Trust Company 
(``DTC'') Participants. To become an Authorized Purchaser, a person 
must enter into an Authorized Purchaser Agreement with the Funds.
    The amount of the purchase payment for a Creation Basket of a Fund 
will be equal to the aggregate NAV per Share of the Shares in the 
Creation Basket. The amount of the redemption proceeds for a Redemption 
Basket will be equal to the aggregate NAV per Share of the Shares in 
the Redemption Basket. The purchase price for Creation Baskets and the 
redemption price for Redemption Baskets of a Fund will be based on the 
actual NAV per Share calculated at the end of the business day when a 
request for a purchase or redemption is received by the applicable 
Fund.
Creation Procedures
    On any business day, an Authorized Purchaser may place an order 
with the transfer agent to create one or more baskets. For purposes of 
processing purchase and redemption orders, a ``business day'' means any 
day other than a day when any of the Exchange or the CME is closed for 
regular trading. Purchase orders must be placed by 3:00 p.m. E.T. or 
the close of the Exchange Core Trading Session (normally, 4:00 p.m. 
E.T.) whichever is earlier.
Determination of Required Payment
    The total payment required to create each Creation Basket is an 
amount in cash equal to the combined NAV of the number of Shares of a 
Fund included in the baskets being created determined as of 4:00 p.m. 
E.T. on the day the order to create baskets is properly received plus 
the applicable transaction fee.
Rejection of Purchase Orders
    The Sponsor acting by itself or through the Marketing Agent or 
Custodian may reject a purchase order if: (1) It determines that, due 
to position limits or otherwise (including, without limitation, lock 
limits or price fluctuation limits that may restrict the availability 
of S&P Interests), investment alternatives that will enable a Fund to 
meet its primary investment objective are not available or practicable 
at that time; (2) the acceptance of the purchase order would, in the 
opinion of counsel to the Sponsor, be unlawful; or (3) circumstances 
outside the control of the Sponsor, Marketing Agent or Custodian make 
it, for all practical purposes, not feasible to process creations of 
baskets.
Redemption Procedures
    The procedures by which an Authorized Purchaser can redeem one or 
more Redemption Baskets mirror the procedures for the creation of 
baskets. On any business day, an Authorized Purchaser may place an 
order with the transfer agent to redeem one or more baskets. Redemption 
orders must be placed by 3:00 p.m. E.T. or the close of the Exchange's 
Core Trading Session, whichever is earlier. By placing a redemption 
order, an Authorized Purchaser agrees to deliver the baskets to be 
redeemed through DTC's book-entry system to a Fund by the end of a 
later business day, generally, but not to exceed, three business days 
after the effective date of the redemption order, as agreed to between 
the Authorized Purchaser and the transfer agent when the redemption 
order is placed (the ``Redemption Settlement Date''). Prior to the 
delivery of the redemption distribution for a redemption order, the 
Authorized Purchaser must also have wired to the Sponsor's account at 
the Custodian the non-refundable transaction fee due for the redemption 
order. An Authorized Purchaser may not withdraw a redemption order 
without the prior consent of the Sponsor in its discretion.
Determination of Redemption Distribution
    The redemption distribution from a Fund will consist of a transfer 
to the redeeming Authorized Purchaser of an amount in cash equal to the 
combined NAV of the number of Shares of a Fund included in the baskets 
being redeemed determined as of 4:00 p.m. E.T. on the day the order to 
redeem baskets is properly received, less the applicable transaction 
fee.
Payment of Redemption Distribution
    The redemption distribution due from a Fund will be paid to the 
Authorized Purchaser on the Redemption Settlement Date if a Fund's DTC 
account has been credited with the baskets to be redeemed. If a Fund's 
DTC account has not been credited with all of the baskets to be 
redeemed by the end of such date, the redemption distribution will be 
paid to the extent of whole baskets received.
Suspension or Rejection of Redemption Orders
    The Sponsor may, in its discretion, suspend the right of 
redemption, or postpone the redemption settlement date with respect to 
a Fund, (1) for any period during which the Exchange or CME is closed 
other than customary weekend or holiday closings, or trading on the 
Exchange or CME is suspended or restricted, (2) for such other period 
as the Sponsor determines to be necessary for the protection of a 
Fund's

[[Page 76984]]

Shareholders, (3) if there is a possibility that the Benchmark 
Component Futures Contracts of a Fund on the CME from which the NAV of 
a Fund is calculated will be priced at a daily price limit restriction 
(e.g., a daily price fluctuation limit halts trading of Big S&P 
Contracts on the CME), or (4) if, in the sole discretion of the 
Sponsor, the execution of such an order would not be in the best 
interest of a Fund or its Shareholders.
Availability of Information
    Each Fund's total portfolio composition will be disclosed each 
business day that the Exchange is open for trading on the Funds' Web 
site at www.forceshares.com. The Web site disclosure of portfolio 
holdings will include information that market participants can use to 
value these positions intraday. On a daily basis, the Sponsor will 
disclose on the Funds' Web site the following information regarding 
each portfolio holding, as applicable to the type of holding: Ticker 
symbol, CUSIP number or other identifier, if any; a description of the 
holding (including the type of holding, such as the type of swap); the 
identity of the security, index or other asset or instrument underlying 
the holding, if any; for options, the option strike price; quantity 
held (as measured by, for example, par value, notional value or number 
of shares, contracts or units); maturity date, if any; market value of 
the holding; and the percentage weighting of the holding in a Fund's 
portfolio. The Web site information will be publicly available at no 
charge. This Web site disclosure of the portfolio composition of the 
Funds will occur at the same time as the disclosure by the Sponsor of 
the portfolio composition to Authorized Purchasers so that all market 
participants are provided portfolio composition information at the same 
time. Therefore, the same portfolio information will be provided on the 
public Web sites as well as in electronic files provided to Authorized 
Purchasers.
    The Funds' Web site also includes the NAV, the 4 p.m. Bid/Ask 
Midpoint as reported by the Exchange, the last trade price for each 
Fund's Shares as reported by the Exchange, the Shares of each Fund 
outstanding, the Shares of each Fund available for issuance, and the 
Shares of each Fund created or redeemed on that day. The prospectus, 
monthly ``Statements of Account,'' ``Quarterly Performance of the 
Midpoint versus the NAV'' (as required by the CFTC), and the ``Roll 
Dates'' (i.e., the period during which positions in S&P Interests are 
changed or ``rolled'' in order to track the changing nature of the 
Benchmark), as well as Forms 10-Q, Forms 10-K, and other Commission 
filings, for each Fund will also be posted on such Web site. The Funds' 
Web site will be publicly accessible at no charge.
    The Funds' Web site will contain the following information: (a) The 
current NAV per Share daily and the prior business day's NAV and the 
reported closing price; (b) the midpoint of the bid-ask price in 
relation to the NAV as of the time the NAV is calculated (the ``Bid-Ask 
Price''); (c) calculation of the premium or discount of such price 
against such NAV; (d) the bid-ask price of Shares determined using the 
highest bid and lowest offer as of the time of calculation of the NAV; 
(e) data in chart form displaying the frequency distribution of 
discounts and premiums of the Bid-Ask Price against the NAV, within 
appropriate ranges for each of the four (4) previous calendar quarters; 
(f) the prospectus; and (g) other applicable quantitative information. 
The Funds will also disseminate the Funds' holdings on a daily basis on 
the Funds' Web site.
    Intra-day and closing price information from brokers and dealers or 
independent pricing services will be available for S&P Interests, Stop 
Options, and Cash Equivalents.
    The Exchange also will disseminate on a daily basis via the CTA 
information with respect to recent NAV, and Shares outstanding. The 
Exchange will also make available on its Web site daily trading volume 
of each of the Shares, closing prices of such Shares, and the 
corresponding NAV. The closing settlement prices of Primary S&P 
Interests are readily available from the CME, automated quotation 
systems, published or other public sources, or on-line information 
services such as Bloomberg or Reuters. Prices of Stop Options will be 
available on the markets on which they trade, automated quotation 
systems, published or other public sources, or on-line information 
services (or, for over the counter Stop Options, if any, by reference 
to available data for similar exchange traded Stop Options). The 
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 each 
Fund's Shares will be disseminated through the facilities of the CTA. 
In addition, the Funds' Web site will display the intraday and closing 
Benchmark level, the IFV and NAV of each Fund's Shares.
Trading Rules
    The Funds will meet the initial and continued listing requirements 
applicable to TIRs in NYSE Arca Equities Rule 8.200 and Commentary .02 
thereto. With respect to application of Rule 10A-3 \19\ under the Act, 
the Trust relies on the exception contained in Rule 10A-3(c)(7).\20\ A 
minimum of 100,000 Shares for each Fund will be outstanding as of the 
start of trading on the Exchange.
---------------------------------------------------------------------------

    \19\ 17 CFR 240.10A-3.
    \20\ 17 CFR 240.10A-3(c)(7).
---------------------------------------------------------------------------

    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 4:00 a.m. to 8:00 p.m. E.T. 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 trading of the Shares will be subject to NYSE Arca Equities 
Rule 8.200, Commentary .02(e), which sets forth certain restrictions on 
ETP Holders acting as registered Market Makers in TIRs to facilitate 
surveillance.
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. Trading may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable. These may include: (1) The extent to 
which trading is not occurring in the underlying futures contracts, or 
(2) whether other unusual conditions or circumstances detrimental to 
the maintenance of a fair and orderly market are present. In addition, 
trading in Shares will be subject to trading halts caused by 
extraordinary market volatility pursuant to the Exchange's ``circuit 
breaker'' rule \21\ or by the halt or suspension of trading of the 
underlying futures contracts.
---------------------------------------------------------------------------

    \21\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

    The Exchange represents that the Exchange may halt trading during 
the day in which an interruption to the dissemination of the IFV or the 
value of the underlying futures contracts occurs. If the interruption 
to the dissemination of the IFV or the value of the underlying

[[Page 76985]]

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.
Surveillance
    The Exchange represents that trading in the Shares 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.\22\ 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.
---------------------------------------------------------------------------

    \22\ 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, Primary S&P 
Interests and options on futures with other markets and other entities 
that are members of the Intermarket Surveillance Group (``ISG''), and 
the Exchange or FINRA, on behalf of the Exchange, or both, may obtain 
trading information regarding trading such securities and financial 
instruments from such markets and other entities. In addition, the 
Exchange may obtain information regarding trading in such securities 
and financial instruments from markets and other entities that are 
members of ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement.\23\
---------------------------------------------------------------------------

    \23\ For a list of the current members of ISG, see 
www.isgportal.org. The Exchange notes that not all components of the 
Disclosed Portfolio for a Fund may trade on markets that are members 
of ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement.
---------------------------------------------------------------------------

    Not more than 10% of the net assets of a Fund in the aggregate 
invested in futures contracts or exchange-traded options contracts 
shall consist of futures contracts or exchange-traded options contracts 
whose principal market is not a member of ISG or is a market with which 
the Exchange does not have a comprehensive surveillance sharing 
agreement.
    All statements and representations made in this filing regarding 
(a) the description of the portfolios, (b) limitations on portfolio 
holdings or reference assets, or (c) the applicability of Exchange 
rules and surveillance procedures shall constitute continued listing 
requirements for listing the Shares of a Fund on the Exchange.
    The issuer has represented to the Exchange that it will advise the 
Exchange of any failure by a Fund 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).
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
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 Opening 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 Baskets 
and Redemption Baskets (and that Shares are not individually 
redeemable); (3) NYSE Arca Equities Rule 9.2(a), which imposes a duty 
of due diligence on its ETP Holders to learn the essential facts 
relating to every customer prior to trading the Shares; (4) how 
information regarding the IFV is disseminated; (5) that a static IFV 
will be disseminated, between the close of trading on the applicable 
futures exchange and the close of the NYSE Arca Core Trading Session; 
(6) the requirement that ETP Holders deliver a prospectus to investors 
purchasing newly issued Shares prior to or concurrently with the 
confirmation of a transaction; and (7) trading information.
    In addition, the Information Bulletin will advise ETP Holders, 
prior to the commencement of trading, of the prospectus delivery 
requirements applicable to the Funds. The Exchange notes that investors 
purchasing Shares directly from each Fund will receive a prospectus. 
ETP Holders purchasing Shares from each Fund for resale to investors 
will deliver a prospectus to such investors. 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 the Funds 
are subject to various fees and expenses. 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 of each Fund and that the NAV for the Shares will be 
calculated as of the earlier of 4:00 p.m. E.T. or the close of the 
Exchange each day. The NAV for a particular trading day will be 
released after 4:15 p.m. E.T. The Bulletin will disclose that 
information about the Shares of each Fund is 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) \24\ 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.
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    \24\ 15 U.S.C. 78f(b)(5).
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    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. Not more than 10% of the 
net assets of a Fund in the aggregate invested in

[[Page 76986]]

futures contracts or exchange-traded options contracts shall consist of 
futures contracts or exchange-traded options contracts whose principal 
market is not a member of ISG or is a market with which the Exchange 
does not have a comprehensive surveillance sharing agreement.
    The closing price and settlement prices of the Primary S&P 
Interests 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. The 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 IFV 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 IFV or the value of the underlying futures 
contracts occurs. If the interruption to the dissemination of the IFV 
or the value of the underlying 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. The 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 IFV.
    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 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 comprehensive surveillance sharing agreement.

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 
additional types of actively-managed exchange-traded products 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-2016-120 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-2016-120. 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-2016-120, and 
should be submitted on or before November 25, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-26647 Filed 11-3-16; 8:45 am]
 BILLING CODE 8011-01-P