[Federal Register Volume 81, Number 235 (Wednesday, December 7, 2016)]
[Notices]
[Pages 88302-88304]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-29290]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79445; File No. SR-NYSEArca-2016-152]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposal to Change Representation 
Regarding Investments by PowerShares DB Trust Issued Receipts Listed 
Under Commentary .02 to NYSE Arca Equities Rule 8.200

December 1, 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 November 18, 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 change a representation regarding 
investments by the following issues, which are currently listed on the 
Exchange under Commentary .02 to NYSE Arca Equities Rule 8.200 (Trust 
Issued Receipts): PowerShares DB Commodity Index Tracking Fund; 
PowerShares DB Energy Fund; PowerShares DB Oil Fund; PowerShares DB 
Precious Metals Fund; PowerShares DB Gold Fund; PowerShares DB Silver 
Fund; PowerShares DB Base Metals Fund; PowerShares DB Agriculture Fund; 
PowerShares DB G10 Currency Harvest Fund; PowerShares DB US Dollar 
Index Bullish Fund; and PowerShares DB US Dollar Index Bearish 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 currently lists and trades shares of the following 
securities under Commentary .02 to NYSE Arca Equities Rule 8.200 (Trust 
Issued Receipts): PowerShares DB Commodity Index Tracking Fund; 
PowerShares DB Energy Fund; PowerShares DB Oil Fund; PowerShares DB 
Precious Metals Fund; PowerShares DB Gold Fund; PowerShares DB Silver 
Fund; PowerShares DB Base Metals Fund; PowerShares DB Agriculture Fund; 
PowerShares DB G10 Currency Harvest Fund; PowerShares DB US Dollar 
Index Bullish Fund; and PowerShares DB US Dollar Index Bearish Fund 
(each a ``Fund'' and, collectively, the ``Funds'').\4\
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    \4\ The Shares of each Fund represent beneficial ownership 
interests in the Fund's net assets, as described in the registration 
statements for the Funds. See the following registration statements 
on Form S-3 or Form S-1 under the Securities Act of 1933: (1) 
Registration statement on Form S-3ASR, PowerShares DB Commodity 
Index Tracking Fund (No. 333-203054, dated March 27, 2015); (2) 
registration statement on Form S-3, PowerShares DB G10 Currency 
Harvest Fund (No. 333-192126, December 6, 2013); (3) registration 
statement on Form S-3ASR, PowerShares DB US Dollar Index Bullish 
Fund (No. 333-207089-01, September 23, 2015); (4) registration 
statement on Form S-1, PowerShares DB US Dollar Index Bearish Fund 
(No. 333-193224, March 14, 2014); (5) registration statement on Form 
S-3, PowerShares DB Energy Fund, PowerShares DB Oil Fund, 
PowerShares DB Precious Metals Fund, PowerShares DB Gold Fund, 
PowerShares DB Base Metals Fund, (No. 333-209437-01--333-209437-05, 
March 4, 2016); (6) registration statement on Form S-1, PowerShares 
DB Silver Fund (No. 333-193222, March 14, 2014); and (7) 
registration statement on Form S-3ASR, PowerShares DB Agriculture 
Fund (No. 333-208439-01, dated December 10, 2015) (collectively, 
``Registration Statements'').

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[[Page 88303]]

    Shares of the Funds were originally approved for listing on the 
American Stock Exchange LLC (``Amex'') (now known as NYSE MKT LLC),\5\ 
and were subsequently approved for listing on the Exchange.\6\ The 
Funds' Managing Owner is Invesco PowerShares Capital Management LLC.
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    \5\ See Securities Exchange Act Release Nos. 53105 (January 11, 
2006), 71 FR 3129 (January 19, 2006) (SR-Amex-2005-59) (approving 
listing of DB Commodity Index Tracking Fund (now known as 
PowerShares DB Commodity Index Tracking Fund)); 55292 (February 14, 
2007), 72 FR 8406 (February 26, 2007) (SR-Amex-2006-86) (approving 
listing of the PowerShares DB US Dollar Index Bullish Fund and 
PowerShares DB US Dollar Index Bearish Fund); 54450 (September 14, 
2006), 71 FR 55230 (September 21, 2006) (SR-Amex-2006-44) (approving 
listing of DB Currency Index Value Fund (now known as PowerShares DB 
G10 Currency Harvest Fund)); 55029 (December 29, 2006), 72 FR 806 
(January 8, 2007) (SR-Amex-2006-76) (approving listing of 
PowerShares DB Energy Fund, PowerShares DB Oil Fund, PowerShares DB 
Precious Metals Fund, PowerShares DB Gold Fund, PowerShares DB 
Silver Fund, the PowerShares DB Base Metals Fund, and PowerShares DB 
Agriculture Fund) (collectively, ``Amex Filings'').
    \6\ See Securities Exchange Act Release No. 58993 (November 21, 
2008), 73 FR 72548 (November 28, 2008) (SR-NYSEArca-2008-128) (order 
approving listing on the Exchange of the Funds) (``NYSE Arca 
Order''). The Funds were previously traded on the Exchange pursuant 
to unlisted trading privileges (``UTP''). See Securities Exchange 
Act Release Nos. 53736 (April 27, 2006), 71 FR 26582 (May 5, 2006) 
(SR-PCX-2006-22) (order approving UTP trading of DB Commodity Index 
Tracking Fund); 55453 (March 13, 2007), 72 FR 13333 (March 21, 2007) 
(SR-NYSEArca-2006-62) (order approving UTP trading of PowerShares DB 
Agriculture Fund and other PowerShares commodity-based funds) 
(collectively, ``UTP Filings'').
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    Each Fund seeks to track an index of commodity or currency futures. 
As described in the Amex Filings and UTP Filings, the cash proceeds of 
the issuance of each Fund's Shares are invested in cash and United 
States Treasury Securities (``Treasury Securities''), some of which are 
deposited with a futures commission merchant as margin for futures 
positions. The Exchange proposes to add to this representation that a 
Fund may gain exposure to Treasury Securities, for cash management and/
or margin purposes, through an investment in (1) government money 
market funds (as defined in Rule 2a-7 under the Investment Company Act 
of 1940 (``1940 Act'') \7\), and (2) exchange-traded funds that track 
indexes that measure the performance of U.S. Treasury obligations with 
a maximum remaining maturity of up to 12 months (``T-Bill ETFs'').\8\ 
The Funds may receive dividends or distributions of capital gains from 
such investment in government money market funds and T-Bill ETFs.
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    \7\ 15 U.S.C. 80a-1. Rule 2a-7(a)(14) under the 1940 Act states 
that government money market fund means a money market fund that 
invests 99.5 percent or more of its total assets in cash, government 
securities, and/or repurchase agreements that are collateralized 
fully.
    \8\ The T-Bill ETFs in which a Fund may invest may be affiliated 
with the Managing Owner and will be registered under the 1940 Act. 
For purposes of this filing, T-Bill ETFs include Investment Company 
Units (as described in NYSE Arca Equities Rule 5.2(j)(3)); and 
Managed Fund Shares (as described in NYSE Arca Equities Rule 8.600). 
Such T-Bill ETFs all will be listed and traded in the U.S. on 
registered exchanges. The Funds will not invest in inverse, 
leveraged or inverse leveraged (e.g., -1X, 2X, -2X, 3X or -3X) T-
Bill ETFs.
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    The Funds' Managing Owner (Invesco PowerShares Capital Management 
LLC) represents that the proposed change to permit investment in T-Bill 
ETFs, as described above, is consistent with each Fund's investment 
objective, and will further assist the Funds' Managing Owner to achieve 
each Fund's investment objective. Specifically, by investing in 
government money market funds and T-Bill ETFs, in addition to U.S. 
Treasury Securities, each Fund will have additional flexibility to gain 
exposure to Treasury Securities. Except for the changes noted above, 
all other representations made in the Amex Filings and UTP Filings 
remain unchanged. The Funds will continue to comply with all initial 
and continued listing requirements under NYSE Arca Equities Rule 8.200.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \9\ 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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    \9\ 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 trading 
in government money market funds and T-Bill ETFs occurs in transparent, 
liquid markets in the U.S. By investing in government money market 
funds and T-Bill ETFs, in addition to U.S. Treasury Securities, each 
Fund will have additional flexibility to gain exposure to Treasury 
Securities. The Adviser represents that the respective investment 
objectives of the Funds have not changed.

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 believes the 
proposed rule change, which would permit each Fund to utilize 
government money market funds and T-Bill ETFs for cash management and/
or margin purposes, will enhance competition among issues of Trust 
Issued Receipts that invest in commodity and currency futures.

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

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

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

    Because the proposed rule change does not (i) significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative for 30 
days from the date on which it was filed, or such shorter time as the 
Commission may designate, the proposed rule change has become effective 
pursuant to Section 19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6) 
thereunder.\11\
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission.
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    The Exchange has asked the Commission to waive the 30-day operative 
delay so that the proposal may become operative immediately upon 
filing. The Commission believes that waiver of the 30-day operative 
delay is consistent with the protection of investors and the public 
interest because each Fund is already permitted to seek exposure to 
Treasury Securities, and the proposed rule change will merely provide 
each Fund with additional flexibility to gain such exposure through 
investments in government money market funds and T-Bill ETFs, which 
trade in transparent, liquid markets in the United States. Therefore, 
the Commission designates

[[Page 88304]]

the proposed rule change to be operative upon filing.\12\
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    \12\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
Section 19(b)(2)(B)\13\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \13\ 15 U.S.C. 78s(b)(2)(B).
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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-2016-152 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-2016-152. 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-2016-152 and should 
be submitted on or December 28, 2016.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2016-29290 Filed 12-6-16; 8:45 am]
 BILLING CODE 8011-01-P