MEMORANDUM

From: 		Office of Air Quality Planning and Standards 		U.S. Environmental Protection Agency

To:	Docket EPA-HQ-OAR-2013-0495:  Standards of Performance for Greenhouse Gas Emissions for New Stationary Sources: Electric Utility Generating Units

Date: 		August 3, 2015

Subject: 	Incorporation by Reference of Docket No. EPA-HQ-OAR-2013-0603  -  Standards of Performance for Greenhouse Gas Emissions from Modified and Reconstructed Sources: Electric Utility Generating Units

This docket contains information that is relevant to Docket No. EPA-HQ-OAR-2013-0495 entitled, "Standards of Performance for Greenhouse Gas Emissions for New Stationary Sources: Electric Utility Generating Units."  Docket No. EPA-HQ-OAR-2013-0603 is incorporated by reference into Docket No. EPA-HQ-OAR-2013-0495.


PRESS RELEASES

Feb 2008 ECS develops low permeation primer bulb.

Engineered composite solutions has developed the "first" primer bulb replacement to meet EPA low permeation criteria.

The bulb/body section is a rigid bulb shape low permeation housing and uses a simple piston displacement pump inside to take the place of soft elastomer squeeze type bulb. This simplistic design can be easily retrofitted into existing fuel lanyards and uses familiar hose barb connections.

March 31st 2008 ECS to launch web sites. Engineered Composite Solutions has historically been focused on the research and development of new marine industry technologies in and around composites for barrier and strength properties for new market applications.

Now in our 5th year of operation, we are pleased to announce for 2008 that we will be going live with both this our corporate web site and coming soon our aftermarket portal for related accessories.

Access us also through...

  HYPERLINK "http://www.boatfuelsystems.com"  www.boatfuelsystems.com

See below some other company milestones

February 2005

Nanocor elects Engineered composite Structures Inc  In an agreement to promote nano-clay product technologies into the marine and RV sectors, Engineered Composite Structures Inc is given exclusive rights to several key Nanomer products. Truly a exiting opportunity to propel nano technology into two sectors that could see many benefits, including barrier control, super resilient gel-coats, down-gauging of small parts and increasing many key physical properties. More at....   HYPERLINK "http://www.nanocor.com"  www.nanocor.com

October 2007

Engineered Composite Structures Inc Purchased. Purchased by a Chicago investment group and renamed as Engineered Composite Solutions LLC, this acquisition provided much needed funding to commercialize and further develop fuel containment technologies. More...   HYPERLINK <EMAIL_ADDRESS><EMAIL_ADDRESS>

	Top of Form

Bottom of Form

http://www.engineeredcompositesolutions.com/press_releases.htm

downloaded April 24, 2008


[Federal Register Volume 87, Number 54 (Monday, March 21, 2022)]
[Notices]
[Page 16010]
[FR Doc No: 2022-05909]

=======================================================================
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DEPARTMENT OF HOMELAND SECURITY

Federal Emergency Management Agency

[Internal Agency Docket No. FEMA-4642-DR; Docket ID FEMA-2022-0001]

Iowa; Major Disaster and Related Determinations

AGENCY: Federal Emergency Management Agency, Department of Homeland
Security (DHS).

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: This is a notice of the Presidential declaration of a major
disaster for the State of Iowa (FEMA-4642-DR), dated February 23, 2022,
and related determinations.

DATES: The declaration was issued February 23, 2022.

FOR FURTHER INFORMATION CONTACT: Dean Webster, Office of Response and
Recovery, Federal Emergency Management Agency, 500 C Street SW,
Washington, DC 20472,<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION: Notice is hereby given that, in a letter
dated February 23, 2022, the President issued a major disaster
declaration under the authority of the Robert T. Stafford Disaster
Relief and Emergency Assistance Act, 42 U.S.C. 5121 et seq. (the
``Stafford Act''), as follows:

    I have determined that the damage in certain areas of the State
of Iowa resulting from severe storms, straight-line winds, and
tornadoes on December 15, 2021, is of sufficient severity and
magnitude to warrant a major disaster declaration under the Robert
T. Stafford Disaster Relief and Emergency Assistance Act, 42 U.S.C.
5121 et seq. (the ``Stafford Act''). Therefore, I declare that such
a major disaster exists in the State of Iowa.
    In order to provide Federal assistance, you are hereby
authorized to allocate from funds available for these purposes such
amounts as you find necessary for Federal disaster assistance and
administrative expenses.
    You are authorized to provide Public Assistance in the
designated areas and Hazard Mitigation throughout the State.
Consistent with the requirement that Federal assistance be
supplemental, any Federal funds provided under the Stafford Act for
Public Assistance and Hazard Mitigation will be limited to 75
percent of the total eligible costs.
    Further, you are authorized to make changes to this declaration
for the approved assistance to the extent allowable under the
Stafford Act.

    The Federal Emergency Management Agency (FEMA) hereby gives notice
that pursuant to the authority vested in the Administrator, under
Executive Order 12148, as amended, DuWayne Tewes, of FEMA is appointed
to act as the Federal Coordinating Officer for this major disaster.
    The following areas of the State of Iowa have been designated as
adversely affected by this major disaster:

    Appanoose, Audubon, Buena Vista, Calhoun, Cass, Cherokee, Davis,
Emmet, Floyd, Franklin, Greene, Guthrie, Hamilton, Hancock, Howard,
Humboldt, Mills, Mitchell, Palo Alto, Pocahontas, Sac, Van Buren,
Webster, Worth, and Wright Counties.
    All areas within the State of Iowa are eligible for assistance
under the Hazard Mitigation Grant Program.

    The following Catalog of Federal Domestic Assistance Numbers
(CFDA) are to be used for reporting and drawing funds: 97.030,
Community Disaster Loans; 97.031, Cora Brown Fund; 97.032, Crisis
Counseling; 97.033, Disaster Legal Services; 97.034, Disaster
Unemployment Assistance (DUA); 97.046, Fire Management Assistance
Grant; 97.048, Disaster Housing Assistance to Individuals and
Households In Presidentially Declared Disaster Areas; 97.049,
Presidentially Declared Disaster Assistance--Disaster Housing
Operations for Individuals and Households; 97.050, Presidentially
Declared Disaster Assistance to Individuals and Households--Other
Needs; 97.036, Disaster Grants--Public Assistance (Presidentially
Declared Disasters); 97.039, Hazard Mitigation Grant.

Deanne Criswell,
Administrator, Federal Emergency Management Agency.
[FR Doc. 2022-05909 Filed 3-18-22; 8:45 am]
BILLING CODE 9111-23-P


[Federal Register Volume 83, Number 3 (Thursday, January 4, 2018)]
[Notices]
[Pages 570-577]
[FR Doc No: 2017-28439]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82417; File No. SR-CboeBZX-2017-013]

Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of
Filing of a Proposed Rule Change To List and Trade Shares of the REX
Bitcoin Strategy ETF and the REX Short Bitcoin Strategy ETF, Each a
Series of the Exchange Listed Funds Trust, Under Rule 14.11(i), Managed
Fund Shares

December 28, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on December 15, 2017, Cboe BZX Exchange, Inc. (the
``Exchange'' or ``BZX'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I and II below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange filed a proposed rule change to list and trade shares
of the REX Bitcoin Strategy ETF and the REX Short Bitcoin Strategy ETF
(each a ``Fund'' and, collectively, the ``Funds''), each a series of
the Exchange Listed Funds Trust (the ``Trust''), under Rule 14.11(i)
(``Managed Fund Shares''). The shares of the Funds are referred to
herein as the ``Shares.''
    The text of the proposed rule change is available at the Exchange's
website at www.markets.cboe.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 Exchange 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 these 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
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade shares of the REX Bitcoin
Strategy ETF (the ``Long Fund'') and the REX Short Bitcoin Strategy ETF
(the ``Short Fund'') under Rule 14.11(i), which governs the listing and
trading of Managed Fund Shares on the Exchange.\4\
---------------------------------------------------------------------------

    \4\ The Commission originally approved BZX Rule 14.11(i) in
Securities Exchange Act Release No. 65225 (August 30, 2011), 76 FR
55148 (September 6, 2011) (SR-BATS-2011-018) and subsequently
approved generic listing standards for Managed Fund Shares under
Rule 14.11(i) in Securities Exchange Act Release No. 78396 (July 22,
2016), 81 FR 49698 (July 28, 2016) (SR-BATS-2015-100).
---------------------------------------------------------------------------

    The Shares will be offered by the Trust, which was established as a
Delaware statutory trust on April 4, 2012. The Trust is registered with
the Commission as an open-end investment company and has filed a
registration statement on behalf of the Funds on Form N-1A
(``Registration Statement'') with the Commission.\5\ Exchange Traded
Concepts, LLC is the investment adviser (the ``Adviser'') to the Funds
and commodity pool operator (``CPO''). Vident Investment Advisory, LLC
is the sub-adviser (the ``Sub-Adviser'') to the Funds and is registered
as a Commodity Trading Advisor (``CTA''). The Funds will be operated in
accordance with applicable CFTC rules, as well as the regulatory scheme
applicable to registered investment companies. Registration as a CPO
and CTA imposes additional compliance obligations on the Adviser, the
Sub-Adviser and the Funds related to additional laws, regulations, and
enforcement policies.
---------------------------------------------------------------------------

    \5\ See Registration Statement on Form N-1A for the Trust, dated
December 8, 2017 (File Nos. 333-180871 and 811-22700). The
descriptions of the Funds and the Shares contained herein are based,
in part, on information in the Registration Statement. The
Commission has issued an order granting certain exemptive relief to
the Trust under the Investment Company Act of 1940 (15 U.S.C. 80a-1)
(``1940 Act'') (the ``Exemptive Order''). See Investment Company Act
Release No. 30445, April 2, 2013 (File No. 812-13969).
---------------------------------------------------------------------------

    Rule 14.11(i)(7) provides that, if the investment adviser to the
investment company issuing Managed Fund Shares is affiliated with a
broker-dealer, such investment adviser shall erect a ``fire wall''
between the investment adviser and the broker-dealer with respect to
access to information concerning the composition and/or changes to such
investment company portfolio.\6\ In addition, Rule 14.11(i)(7) further
requires that personnel who make decisions on the investment company's
portfolio composition must be subject to procedures designed to prevent
the use and dissemination of material nonpublic information regarding
the applicable investment company portfolio. Rule 14.11(i)(7) is
similar to Rule 14.11(b)(5)(A)(i), however, Rule 14.11(i)(7) in
connection with the establishment of a ``fire wall'' between the
investment adviser and the broker-dealer reflects the applicable open-
end fund's portfolio, not an underlying benchmark index, as is the case
with index-based funds. Neither the Adviser nor the Sub-Adviser is
registered as a broker-dealer, nor are they currently affiliated with a
broker-dealer. The Adviser personnel who make decisions regarding each
Fund's portfolio are subject to procedures designed to prevent the use
and dissemination of material nonpublic information regarding each
Fund's portfolio. In the event that (a) the Adviser or Sub-Adviser
becomes a broker-dealer or newly affiliated with a broker-dealer, or
(b) any new adviser or sub-adviser is a broker-dealer or becomes
affiliated with a broker-dealer, the Adviser or Sub-Adviser will
implement a fire wall with respect to its relevant personnel or such
broker-dealer affiliate, as applicable, regarding access to information
concerning the composition and/or changes to the portfolio, and will be
subject to procedures designed to prevent the use and dissemination of
material non-public information regarding such portfolio.
---------------------------------------------------------------------------

    \6\ An investment adviser to an open-end fund is required to be
registered under the Investment Advisers Act of 1940, as amended
(the ``Advisers Act''). As a result, the Adviser and its related
personnel are subject to the provisions of Rule 204A-1 under the
Advisers Act relating to codes of ethics. This Rule requires
investment advisers to adopt a code of ethics that reflects the
fiduciary nature of the relationship to clients as well as
compliance with other applicable securities laws. Accordingly,
procedures designed to prevent the communication and misuse of non-
public information by an investment adviser must be consistent with
Rule 204A-1 under the Advisers Act. In addition, Rule 206(4)-7 under
the Advisers Act makes it unlawful for an investment adviser to
provide investment advice to clients unless such investment adviser
has (i) adopted and implemented written policies and procedures
reasonably designed to prevent violation, by the investment adviser
and its supervised persons, of the Advisers Act and the Commission
rules adopted thereunder; (ii) implemented, at a minimum, an annual
review regarding the adequacy of the policies and procedures
established pursuant to subparagraph (i) above and the effectiveness
of their implementation; and (iii) designated an individual (who is
a supervised person) responsible for administering the policies and
procedures adopted under subparagraph (i) above.

---------------------------------------------------------------------------

Bitcoin Futures Contracts
    Prior to listing a new commodity futures contract, a designated
contract market must either submit a self-certification to the CFTC
that the contract complies with the CEA and CFTC regulations or
voluntarily submit the contract for CFTC approval. This process applies
to all futures contracts and all commodities underlying the futures
contracts, whether the new futures contracts are related to oil, gold,
or any other commodity.\7\ On December 1, 2017, it was announced that
both Cboe Futures Exchange, Inc. (``CFE'') and Chicago Mercantile
Exchange, Inc. (``CME'') had self-certified with the CFTC new contracts
for bitcoin \8\ futures products.\9\ While the CFE bitcoin futures
contracts (``XBT Futures'') \10\ and the CME bitcoin futures contracts
(``CME Futures'' and, collectively with the XBT Futures, the ``Bitcoin
Futures Contracts'') \11\ will differ in certain of their
implementation details, both contracts will generally trade and settle
like any other cash-settled commodity futures contracts.\12\
---------------------------------------------------------------------------

    \7\ Section 1a(9) of the CEA defines commodity to include, among
other things, ``all services, rights, and interests in which
contracts for future delivery are presently or in the future dealt
in.'' The definition of commodity is broad. 7 U.S.C. 1a(9).
    \8\ Bitcoin is a digital asset based on the decentralized, open
source protocol of the peertopeer bitcoin computer network (the
``Bitcoin Network''). No single entity owns or operates the Bitcoin
Network; the infrastructure is collectively maintained by a
decentralized user base. The Bitcoin Network is accessed through
software, and software governs bitcoin's creation, movement, and
ownership. The value of bitcoin is determined by the supply of and
demand for bitcoin on websites that facilitate the transfer of
bitcoin in exchange for government-issued currencies, and in private
end-user-to-end-user transactions.
    \9\ Bitcoin is a commodity as defined in Section 1a(9) of the
CEA. 7 U.S.C. 1a(9). See In re Coinflip, Inc., No. 15-29 (CFTC Sept.
17, 2015), available at<EMAIL_ADDRESS>    \10\ The XBT Futures are cash-settled futures contracts based on
the auction price of bitcoin in U.S. dollars on the Gemini Exchange
that will expire on a weekly, monthly and quarterly basis. XBT
Futures are designed to reflect economic exposure related to the
price of bitcoin. XBT Futures began trading on December 11, 2017.
    \11\ The CME Futures are also cash-settled futures contracts
based on the CME CF Bitcoin Reference Rate, which is based on an
aggregation of trade flow from several bitcoin spot exchanges, that
will expire on a monthly and quarterly basis. CME Futures are
scheduled to begin trading on December 18, 2017.
    \12\ Bitcoin Futures Contracts are measures of the market's
expectation of the price of bitcoin at certain points in the future,
and as such will behave differently than current or spot bitcoin
prices. The Funds are not linked to bitcoin and in many cases the
Funds could significantly underperform or outperform the price of
bitcoin.
---------------------------------------------------------------------------

    The Exchange proposes to list the Funds pursuant to Rule 14.11(i),
however there are two ways in which the Funds will not necessarily meet
the listing standards included in that Rule. As such, the Exchange
submits this proposal in order to allow each Fund to hold: (i) Listed
derivatives in a manner that does not comply with Rule
14.11(i)(4)(C)(iv)(b); \13\ and (ii) Non-U.S. Component Stocks \14\ in
a manner that may not comply with Rule 14.11(i)(4)(C)(i)(b)(3) \15\ and
(4).\16\ Otherwise, the Funds will comply with all other listing
requirements of the Generic Listing Standards \17\ for Managed Fund
Shares on an initial and continued listing basis under Rule 14.11(i).
---------------------------------------------------------------------------

    \13\ Rule 14.11(i)(4)(C)(iv)(b) provides that ``the aggregate
gross notional value of listed derivatives based on any five or
fewer underlying reference assets shall not exceed 65% of the weight
of the portfolio (including gross notional exposures), and the
aggregate gross notional value of listed derivatives based on any
single underlying reference asset shall not exceed 30% of the weight
of the portfolio (including gross notional exposures).'' The
Exchange is proposing that the Funds be exempt from the requirement
of Rule 14.11(i)(4)(C)(iv)(b) that prevents the aggregate gross
notional value of listed derivatives based on any single underlying
reference asset from exceeding 30% of the weight of the portfolio
(including gross notional exposures) and the requirement that the
aggregate gross notional value of listed derivatives based on any
five or fewer underlying reference assets shall not exceed 65% of
the weight of the portfolio (including gross notional exposures).
    \14\ The term ``Non-U.S. Component Stock'' means an equity
security that (a) is not registered under Sections 12(b) or 12(g) of
the Act, (b) is issued by an entity that is not organized, domiciled
or incorporated in the United States, and (c) is issued by an entity
that is an operating company (including Real Estate Investment
Trusts (REITs) and income trusts, but excluding investment trusts,
unit trusts, mutual funds, and derivatives).
    \15\ Rule 14.11(i)(4)(C)(i)(b)(3) provides that ``the most
heavily weighted Non-U.S. Component stock shall not exceed 25% of
the equity weight of the portfolio, and, to the extent applicable,
the five most heavily weighted Non-U.S. Component Stocks shall not
exceed 60% of the equity weight of the portfolio.'' As proposed, the
Fund may hold as few as one Non-U.S. Component Stock, meaning that
the Non-U.S. Component Stock could constitute 100% of the equity
weight of the portfolio. As noted below, however, neither Fund will
hold more than 25% of the weight of the portfolio in Non-U.S.
Component Stocks.
    \16\ Rule 14.11(i)(4)(C)(i)(b)(4) provides that ``where the
equity portion of the portfolio includes Non-U.S. Component Stocks,
the equity portion of the portfolio shall include a minimum of 20
total component stocks; provided, however, that there shall be no
minimum number of component stocks if (a) one or more series of
Derivative Securities Products or Linked Securities constitute, at
least in part, components underlying a series of Managed Fund
Shares, or (b) one or more series of Derivative Securities Products
or Linked Securities account for 100% of the equity weight of the
portfolio of a series of Managed Fund Shares.'' While the Funds, as
proposed, would be permitted to hold Derivative Securities Products
or Linked Securities (both of which are ETPs, as defined below),
they won't necessarily hold such instruments and may hold fewer than
20 Non-U.S. Component Stocks, which would not comply with this Rule.
    \17\ For purposes of this proposal, the term ``Generic Listing
Standards'' shall mean the generic listing rules for Managed Fund
Shares under Rule 14.11(i)(4)(C).
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REX Bitcoin Strategy ETF
    According to the Registration Statement, the Long Fund is an
actively managed fund that seeks to provide investors with long
exposure to the price movements of bitcoin. Under Normal Market
Conditions,\18\ the Long Fund seeks to achieve its investment objective
by obtaining investment exposure to an actively managed portfolio of
financial instruments providing long exposure to movements in the value
of bitcoin, together with an actively managed portfolio of fixed income
instruments. The Long Fund expects to obtain exposure to Bitcoin
Derivatives \19\ primarily by investing up to 25% of its total assets,
as measured at the end of every quarter of the Fund's taxable year, in
a wholly-owned and controlled Cayman Islands subsidiary (the ``Long
Subsidiary''). The Subsidiary is advised by the Adviser. Unlike the
Long Fund, the Subsidiary is not an investment company registered under
the 1940 Act. The Long Subsidiary has the same investment objective as
the Long Fund. References below to the holdings of the Long Fund are
inclusive of the holdings of the direct holdings of the Long Fund as
well as the indirect holdings of the Long Fund through the Long
Subsidiary. Such positions are generally collateralized by the Fund's
positions in cash and Cash Equivalents.\20\
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    \18\ The term ``Normal Market Conditions'' includes, but is not
limited to, the absence of trading halts in the applicable financial
markets generally; operational issues causing dissemination of
inaccurate market information or system failures; 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.
    \19\ The term ``Bitcoin Derivatives'' includes Bitcoin Futures
Contracts and other listed derivatives (as provided in Rule
14.11(i)(4)(C)(iv)) including options contracts, swap contracts, and
other derivative instruments linked to bitcoin, the price of
bitcoin, or an index thereof.
    \20\ As defined in Rule 14.11(i)(4)(C)(iii), Cash Equivalents
are short-term instruments with maturities of less than three
months, including: (i) U.S. Government securities, including bills,
notes, and bonds differing as to maturity and rates of interest,
which are either issued or guaranteed by the U.S. Treasury or by
U.S. Government agencies or instrumentalities; (ii) certificates of
deposit issued against funds deposited in a bank or savings and loan
association; (iii) bankers acceptances, which are short-term credit
instruments used to finance commercial transactions; (iv) repurchase
agreements and reverse repurchase agreements; (v) bank time
deposits, which are monies kept on deposit with banks or savings and
loan associations for a stated period of time at a fixed rate of
interest; (vi) commercial paper, which are short-term unsecured
promissory notes; and (vii) money market funds
---------------------------------------------------------------------------

    In order to achieve its investment objective, under Normal Market

Conditions the Long Fund expects to hold the majority of its assets in
Bitcoin Derivatives and cash and Cash Equivalents (which are used to
collateralize Bitcoin Futures Contracts or other Bitcoin Derivatives),
but may also invest in the following instruments: other Bitcoin
Derivatives; U.S. exchange-listed ETPs; \21\ and Non-U.S. Component
Stocks.\22\ The Long Fund will use the cash and Cash Equivalents to
meet asset coverage tests resulting from the Long Subsidiary's
derivative exposure on a day-to-day basis. As a whole, the Fund's
investments are meant to achieve its investment objective within the
limitations of the federal tax requirements applicable to regulated
investment companies.
---------------------------------------------------------------------------

    \21\ For purposes of this filing, the term ``ETP'' means
Portfolio Depository Receipts, Index Fund Shares, Linked Securities,
Trust Issued Receipts, and Managed Fund Shares, as defined in Rule
14.11(b), 14.11(c), 14.11(d), 14.11(f), and 14.11(i), respectively,
and the analogous products and listing rules on other national
securities exchanges.
    \22\ The Long Fund will not hold more than 25% of the weight of
the portfolio in Non-U.S. Component Stocks.
---------------------------------------------------------------------------

    The Long Fund intends to qualify each year as a regulated
investment company (a ``RIC'') under Subchapter M of the Internal
Revenue Code of 1986, as amended.\23\ The Long Fund will invest its
assets (including via the Long Subsidiary), and otherwise conduct its
operations, in a manner that is intended to satisfy the qualifying
income, diversification and distribution requirements necessary to
establish and maintain RIC qualification under Subchapter M.
---------------------------------------------------------------------------

    \23\ 26 U.S.C. 851.
---------------------------------------------------------------------------

REX Short Bitcoin Strategy ETF
    According to the Registration Statement, the Short Fund seeks to
provide investors with short exposure to the price movements of
bitcoin. Under Normal Market Conditions, the Short Fund seeks to
achieve its investment objective by obtaining investment exposure to an
actively managed portfolio of financial instruments providing short
exposure to movements in the value of bitcoin, together with an
actively managed portfolio of fixed income instruments. The Short Fund
expects to obtain exposure to Bitcoin Derivatives primarily by
investing up to 25% of its total assets, as measured at the end of
every quarter of the Fund's taxable year, in a wholly-owned and
controlled Cayman Islands subsidiary (the ``Short Subsidiary''). The
Short Subsidiary is advised by the Adviser. Unlike the Short Fund, the
Short Subsidiary is not an investment company registered under the 1940
Act. The Short Subsidiary has the same investment objective as the
Short Fund. References below to the holdings of the Short Fund are
inclusive of the holdings of the direct holdings of the Short Fund as
well as the indirect holdings of the Short Fund through the Subsidiary.
Such positions are generally collateralized by the Fund's positions in
cash and Cash Equivalents.\24\
---------------------------------------------------------------------------

    \24\ As defined in Rule 14.11(i)(4)(C)(iii), Cash Equivalents
are short-term instruments with maturities of less than three
months, including: (i) U.S. Government securities, including bills,
notes, and bonds differing as to maturity and rates of interest,
which are either issued or guaranteed by the U.S. Treasury or by
U.S. Government agencies or instrumentalities; (ii) certificates of
deposit issued against funds deposited in a bank or savings and loan
association; (iii) bankers acceptances, which are short-term credit
instruments used to finance commercial transactions; (iv) repurchase
agreements and reverse repurchase agreements; (v) bank time
deposits, which are monies kept on deposit with banks or savings and
loan associations for a stated period of time at a fixed rate of
interest; (vi) commercial paper, which are short-term unsecured
promissory notes; and (vii) money market funds.
---------------------------------------------------------------------------

    In order to achieve its investment objective, under Normal Market
Conditions the Short Fund expects to hold the majority of its assets in
Bitcoin Derivatives and cash and Cash Equivalents (which are used to
collateralize Bitcoin Futures Contracts or other Bitcoin Derivatives),
but may also invest in the following instruments: other Bitcoin
Derivatives; U.S. exchange-listed ETPs; and Non-U.S. Component
Stocks.\25\ The Short Fund will use the cash and Cash Equivalents to
meet asset coverage tests resulting from the Subsidiary's derivative
exposure on a day-to-day basis. As a whole, the Short Fund's
investments are meant to achieve its investment objective within the
limitations of the federal tax requirements applicable to regulated
investment companies.
---------------------------------------------------------------------------

    \25\ The Long Fund will not hold more than 25% of the weight of
the portfolio in Non-U.S. Component Stocks.
---------------------------------------------------------------------------

    The Short Fund intends to qualify each year as a regulated
investment company (a ``RIC'') under Subchapter M of the Internal
Revenue Code of 1986, as amended.\26\ The Short Fund will invest its
assets (including via the Subsidiary), and otherwise conduct its
operations, in a manner that is intended to satisfy the qualifying
income, diversification and distribution requirements necessary to
establish and maintain RIC qualification under Subchapter M.
---------------------------------------------------------------------------

    \26\ 26 U.S.C. 851.
---------------------------------------------------------------------------

Investment Restrictions
    While the Funds do not currently anticipate holding illiquid
assets, each may hold up to an aggregate amount of 15% of its net
assets in illiquid assets (calculated at the time of investment) deemed
illiquid by the Adviser \27\ under the 1940 Act.\28\ Each Fund will
monitor its portfolio liquidity on an ongoing basis to determine
whether, in light of current circumstances, an adequate level of
liquidity is being maintained, and will consider taking appropriate
steps in order to maintain adequate liquidity if, through a change in
values, net assets, or other circumstances, more than 15% of a Fund's
net assets are held in illiquid assets. Illiquid assets include assets
subject to contractual or other restrictions on resale and other
instruments that lack readily available markets as determined in
accordance with Commission staff guidance.
---------------------------------------------------------------------------

    \27\ In reaching liquidity decisions, the Adviser may consider
the following factors: The frequency of trades and quotes for the
security; the number of dealers wishing to purchase or sell the
security and the number of other potential purchasers; dealer
undertakings to make a market in the security; and the nature of the
security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers,
and the mechanics of transfer).
    \28\ The Commission has stated that long-standing Commission
guidelines have required open-end funds to hold no more than 15% of
their net assets in illiquid securities and other illiquid assets.
See Investment Company Act Release No. 28193 (March 11, 2008), 73 FR
14618 (March 18, 2008), footnote 34. See also, Investment Company
Act Release No. 5847 (October 21, 1969), 35 FR 19989 (December 31,
1970) (Statement Regarding ``Restricted Securities''); Investment
Company Act Release No. 18612 (March 12, 1992), 57 FR 9828 (March
20, 1992) (Revisions of Guidelines to Form N-1A). A fund's portfolio
security is illiquid if it cannot be disposed of in the ordinary
course of business within seven days at approximately the value
ascribed to it by the fund. See Investment Company Act Release No.
14983 (March 12, 1986), 51 FR 9773 (March 21, 1986) (adopting
amendments to Rule 2a-7 under the 1940 Act); Investment Company Act
Release No. 17452 (April 23, 1990), 55 FR 17933 (April 30, 1990)
(adopting Rule 144A under the Securities Act of 1933).
---------------------------------------------------------------------------

    Each Fund's investments will be consistent with the Fund's
investment objective and will not be used to enhance leverage (although
certain derivatives and other investments may result in leverage).\29\
Each Fund's investments will not be used to seek leveraged or inverse
leveraged returns (i.e. two times or three times the Fund's benchmark).
Each Fund's use of derivative instruments will be collateralized.
---------------------------------------------------------------------------

    \29\ Each Fund will include appropriate risk disclosure in its
offering documents, including leveraging risk. Leveraging risk is
the risk that certain transactions of a fund, including a fund's use
of derivatives, may give rise to leverage, causing a fund to be more
volatile than if it had not been leveraged. To mitigate leveraging
risk, the Adviser will segregate or earmark liquid assets or
otherwise cover the transactions that give rise to such risk. See 15
U.S.C. 80a-18; Investment Company Act Release No. 10666 (April 18,
1979), 44 FR 25128 (April 27, 1979); Dreyfus Strategic Investing,
Commission No-Action Letter (June 22, 1987); Merrill Lynch Asset
Management, L.P., Commission No-Action Letter (July 2, 1996).

---------------------------------------------------------------------------

Additional Information
    As noted above, the Exchange submits this proposal in order to
allow each Fund to hold: (i) Listed derivatives in a manner that does
not comply with Rule 14.11(i)(4)(C)(iv)(b); \30\ and (ii) Non-U.S.
Component Stocks in a manner that may not comply with Rule
14.11(i)(4)(C)(i)(b)(3) \31\ and (4).\32\ The Exchange, however,
believes that the policy concerns that these rules are intended to
address are mitigated as it relates to the Funds and their holdings for
a number of reasons.
---------------------------------------------------------------------------

    \30\ Rule 14.11(i)(4)(C)(iv)(b) provides that ``the aggregate
gross notional value of listed derivatives based on any five or
fewer underlying reference assets shall not exceed 65% of the weight
of the portfolio (including gross notional exposures), and the
aggregate gross notional value of listed derivatives based on any
single underlying reference asset shall not exceed 30% of the weight
of the portfolio (including gross notional exposures).'' The
Exchange is proposing that the Funds be exempt from the requirement
of Rule 14.11(i)(4)(C)(iv)(b) that prevents the aggregate gross
notional value of listed derivatives based on any single underlying
reference asset from exceeding 30% of the weight of the portfolio
(including gross notional exposures) and the requirement that the
aggregate gross notional value of listed derivatives based on any
five or fewer underlying reference assets shall not exceed 65% of
the weight of the portfolio (including gross notional exposures).
    \31\ Rule 14.11(i)(4)(C)(i)(b)(3) provides that ``the most
heavily weighted Non-U.S. Component stock shall not exceed 25% of
the equity weight of the portfolio, and, to the extent applicable,
the five most heavily weighted Non-U.S. Component Stocks shall not
exceed 60% of the equity weight of the portfolio.''
    \32\ Rule 14.11(i)(4)(C)(i)(b)(4) provides that ``where the
equity portion of the portfolio includes Non-U.S. Component Stocks,
the equity portion of the portfolio shall include a minimum of 20
total component stocks; provided, however, that there shall be no
minimum number of component stocks if (a) one or more series of
Derivative Securities Products or Linked Securities constitute, at
least in part, components underlying a series of Managed Fund
Shares, or (b) one or more series of Derivative Securities Products
or Linked Securities account for 100% of the equity weight of the
portfolio of a series of Managed Fund Shares.'' While the Funds, as
proposed, would be permitted to hold Derivative Securities Products
or Linked Securities (both of which are ETPs, as defined below),
they won't necessarily hold such instruments and may hold fewer than
20 Non-U.S. Component Stocks, which would not comply with this Rule.
---------------------------------------------------------------------------

    First, the policy concerns underlying all three rules are mitigated
by the fact that the Exchange believes that the underlying reference
asset is not susceptible to manipulation because the nature of the
bitcoin ecosystem makes manipulation of bitcoin difficult. The
geographically diverse and continuous nature of bitcoin trading makes
it difficult and prohibitively costly to manipulate the price of
bitcoin and, in many instances, that the bitcoin market is generally
less susceptible to manipulation than the equity, fixed income, and
commodity futures markets. There are a number of reasons this is the
case, including that there is not inside information about revenue,
earnings, corporate activities, or sources of supply; it is generally
not possible to disseminate false or misleading information about
bitcoin in order to manipulate; manipulation of the price on any single
venue would require manipulation of the global bitcoin price in order
to be effective; a substantial over-the-counter market provides
liquidity and shock-absorbing capacity; bitcoin's 24/7/365 nature
provides constant arbitrage opportunities across all trading venues;
and it is unlikely that any one actor could obtain a dominant market
share.
    Further, bitcoin is arguably less susceptible to manipulation than
other commodities that underlie ETPs; there may be inside information
relating to the supply of the physical commodity such as the discovery
of new sources of supply or significant disruptions at mining
facilities that supply the commodity that simply are inapplicable as it
relates to bitcoin. Further, the Exchange believes that the
fragmentation across bitcoin exchanges, the relatively slow speed of
transactions, and the capital necessary to maintain a significant
presence on each exchange make manipulation of bitcoin prices through
continuous trading activity unlikely. Moreover, the linkage between the
bitcoin markets and the presence of arbitrageurs in those markets means
that the manipulation of the price of bitcoin price on any single venue
would require manipulation of the global bitcoin price in order to be
effective. Arbitrageurs must have funds distributed across multiple
bitcoin exchanges in order to take advantage of temporary price
dislocations, thereby making it unlikely that there will be strong
concentration of funds on any particular bitcoin exchange. As a result,
the potential for manipulation on a particular bitcoin exchange would
require overcoming the liquidity supply of such arbitrageurs who are
effectively eliminating any cross-market pricing differences. For all
of these reasons, bitcoin is not particularly susceptible to
manipulation, especially as compared to other approved ETP reference
assets.
    Second, the Exchange believes that the concerns on which Rule
14.11(i)(4)(C)(iv)(b) are based related to ensuring that no single
listed derivative and underlying reference asset that is susceptible to
manipulation constitutes greater than 35% of the weight of the
portfolio are further mitigated by the liquidity that the Exchange
expects to exist in the market for Bitcoin Derivatives. This belief is
based on numerous conversations with market participants, issuers, and
discussions with personnel of CFE. This expected liquidity in the
market for Bitcoin Futures Contracts combined with the CFE, CME, and
Exchange surveillance procedures related to the Bitcoin Futures, the
Shares, and CFTC oversight, along with the difficulty in manipulating
the bitcoin market described above will mitigate the concerns that Rule
14.11(i)(4)(C)(iv)(b) was designed to protect against and further
prevent trading in the Shares from being susceptible to manipulation.
    Third, the Exchange believes that the market cap and liquidity of
the Non-U.S. Component Stocks held by the Funds along with a cap at 25%
of each Fund's total assets that can be allocated to Non-U.S. Component
Stocks would mitigate the concerns which Rules 14.11(i)(4)(C)(i)(b)(3)
and (4) are intended to address. Any Non-U.S. Component Stock held by
the Funds will have at least $250 million in market cap and will have
at least an average of $100 million in monthly trading volume averaged
over the past six months. This combination of large market cap with
significant trading volume reduces the likelihood of manipulation of
any particular security and the cap of 25% of the Fund's total assets
assures that, while the Non-U.S. Component Stock holdings may not meet
the concentration and diversity requirements of Rules
14.11(i)(4)(C)(i)(b)(3) and (4), respectively, such diversity and
concentration requirements will not be met only for a limited portion
of the portfolio.
    The Exchange represents that, except for the diversification
requirements for listed derivatives in Rule 14.11(i)(4)(C)(iv)(b) and
the concentration and diversification requirements for Non-U.S.
Component Stocks in a manner that may not co [sic] Rule
14.11(i)(4)(C)(i)(b)(3) \33\ and (4), the Funds' proposed investments
will satisfy, on an initial and continued listing basis, all of the
generic listing standards under BZX Rule 14.11(i)(4)(C) and all other
applicable requirements for Managed Fund Shares under Rule 14.11(i).
The Trust is required to comply with Rule 10A-3 under the Act for the
initial and continued listing of the Shares of the Funds. A minimum of
100,000 Shares will be outstanding at the commencement of trading on
the

Exchange. In addition, the Exchange represents that the Shares of the
Funds will comply with all other requirements applicable to Managed
Fund Shares, which includes the dissemination of key information such
as the Disclosed Portfolio,\34\ Net Asset Value,\35\ and the Intraday
Indicative Value,\36\ suspension of trading or removal,\37\ trading
halts,\38\ surveillance,\39\ minimum price variation for quoting and
order entry,\40\ and the information circular,\41\ as set forth in
Exchange rules applicable to Managed Fund Shares. Moreover, at least
90% of the weight of the Bitcoin Derivatives held by each Fund will
trade on markets that are a member of ISG or affiliated with a member
of ISG or with which the Exchange has in place a comprehensive
surveillance sharing agreement. Information regarding market price and
trading volume of the Shares will be continually available on a real-
time basis throughout the day on brokers' computer screens and other
electronic services, and quotation and last sale information will be
available via the CTA high-speed line. Quotation, intra-day, closing
and settlement prices of Bitcoin Derivatives will be readily available
from their respective exchange or SEF, as applicable, as well as
through automated quotation systems, published or other public sources,
or online information services such as Bloomberg or Reuters. Quotation,
intra-day, closing and settlement prices of U.S. exchange-listed ETPs
will be readily available from the listing exchange, automated
quotation systems, published or other public sources, or online
information services such as Bloomberg or Reuters. Quotation, intra-
day, closing and settlement prices of Non-U.S. Component Stocks will be
readily available from automated quotation systems, published or other
public sources, or online information services such as Bloomberg or
Reuters. Price information on Cash Equivalents is available from major
broker-dealer firms or market data vendors, as well as from automated
quotation systems, published or other public sources, or online
information services.
---------------------------------------------------------------------------

    \33\ Rule 14.11(i)(4)(C)(i)(b)(3) provides that ``the most
heavily weighted Non-U.S. Component stock shall not exceed 25% of
the equity weight of the portfolio, and, to the extent applicable,
the five most heavily weighted Non-U.S. Component Stocks shall not
exceed 60% of the equity weight of the portfolio.''
    \34\ See Rule 14.11(i)(4)(A)(ii) and 14.11(i)(4)(B)(ii).
    \35\ See Rule 14.11(i)(4)(A)(ii).
    \36\ See Rule 14.11(i)(4)(B)(i).
    \37\ See Rule 14.11(i)(4)(B)(iii).
    \38\ See Rule 14.11(i)(4)(B)(iv).
    \39\ See Rule 14.11(i)(2)(C).
    \40\ See Rule 14.11(i)(2)(B).
    \41\ See Rule 14.11(i)(6).
---------------------------------------------------------------------------

    The Exchange believes that its surveillance procedures are adequate
to properly monitor the trading of the Shares on the Exchange during
all trading sessions and to deter and detect violations of Exchange
rules and the applicable federal securities laws. Additionally, the
Bitcoin Derivatives will be subject to the rules and surveillance
programs of their respective listing venue and the CFTC.\42\ Trading of
the Shares through the Exchange will be subject to the Exchange's
surveillance procedures for derivative products, including Managed Fund
Shares. The Exchange or FINRA, on behalf of the Exchange, will
communicate as needed regarding trading in the Shares and the
underlying Bitcoin Derivatives via the Intermarket Surveillance Group
(``ISG'') from other exchanges who are members or affiliates of the ISG
or with which the Exchange has entered into a comprehensive
surveillance sharing agreement.\43\ The Exchange may also obtain
information regarding trading in the spot bitcoin market via exchanges
with which the Exchange has entered into a comprehensive surveillance
sharing agreement.\44\ In addition, the Exchange is able to access, as
needed, trade information for certain fixed income instruments reported
to FINRA's Trade Reporting and Compliance Engine (``TRACE''). The
Exchange prohibits the distribution of material non-public information
by its employees.
---------------------------------------------------------------------------

    \42\ The CFTC issued a press release on December 1, 2017, noting
the self-certifications from CFE and CME and highlighting the
rigorous process that the CFTC had undertaken in its engagement with
CFE and CME prior to the self-certification for the Bitcoin Futures
Contracts. The press release focused on the ongoing surveillances
that will occur on each listing exchange, including surveillance
based on information sharing with the underlying cash bitcoin
exchanges as well as the actions that the CFTC will undertake after
the contracts are launched, including monitoring and analyzing the
size and development of the market, positions and changes in
positions over time, open interest, initial margin requirements, and
variation margin payments, stress testing positions, conduct reviews
of designated contract markets, derivatives clearing organizations,
clearing firms, and individual traders involved in trading and
clearing bitcoin futures. For more information, see http://www.cftc.gov/PressRoom/PressReleases/pr7654-17.
    \43\ For a list of the current members and affiliate members of
ISG, see www.isgportal.com. The Exchange notes that not all
components of the Disclosed Portfolio for each Fund may trade on
markets that are members of ISG or with which the Exchange has in
place a comprehensive surveillance sharing agreement. At least 90%
of the weight of the Bitcoin Derivatives held by each Fund will
trade on markets that are a member of ISG or affiliated with a
member of ISG or with which the Exchange has in place a
comprehensive surveillance sharing agreement.
    \44\ See supra note 42.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposal is consistent with Section
6(b) of the Act \45\ in general and Section 6(b)(5) of the Act \46\ in
particular in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system and, in general, to protect investors and the
public interest.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78f.
    \46\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will meet each of the initial and continued listing criteria in
BZX Rule 14.11(i) except that it each Fund may hold: (i) Listed
derivatives in a manner that does not comply with Rule
14.11(i)(4)(C)(iv)(b); \47\ and (ii) Non-U.S. Component Stocks \48\ in
a manner that may not comply with Rule 14.11(i)(4)(C)(i)(b)(3) \49\ and
(4).\50\ The

Exchange, however, believes that the policy concerns that these rules
are intended to address are mitigated as it relates to the Funds and
their holdings for a number of reasons.
---------------------------------------------------------------------------

    \47\ Rule 14.11(i)(4)(C)(iv)(b) provides that ``the aggregate
gross notional value of listed derivatives based on any five or
fewer underlying reference assets shall not exceed 65% of the weight
of the portfolio (including gross notional exposures), and the
aggregate gross notional value of listed derivatives based on any
single underlying reference asset shall not exceed 30% of the weight
of the portfolio (including gross notional exposures).'' The
Exchange is proposing that the Funds be exempt from the requirement
of Rule 14.11(i)(4)(C)(iv)(b) that prevents the aggregate gross
notional value of listed derivatives based on any single underlying
reference asset from exceeding 30% of the weight of the portfolio
(including gross notional exposures) and the requirement that the
aggregate gross notional value of listed derivatives based on any
five or fewer underlying reference assets shall not exceed 65% of
the weight of the portfolio (including gross notional exposures).
    \48\ The term ``Non-U.S. Component Stock'' means an equity
security that (a) is not registered under Sections 12(b) or 12(g) of
the Act, (b) is issued by an entity that is not organized, domiciled
or incorporated in the United States, and (c) is issued by an entity
that is an operating company (including Real Estate Investment
Trusts (REITs) and income trusts, but excluding investment trusts,
unit trusts, mutual funds, and derivatives).
    \49\ Rule 14.11(i)(4)(C)(i)(b)(3) provides that ``the most
heavily weighted Non-U.S. Component stock shall not exceed 25% of
the equity weight of the portfolio, and, to the extent applicable,
the five most heavily weighted Non-U.S. Component Stocks shall not
exceed 60% of the equity weight of the portfolio.''
    \50\ Rule 14.11(i)(4)(C)(i)(b)(4) provides that ``where the
equity portion of the portfolio includes Non-U.S. Component Stocks,
the equity portion of the portfolio shall include a minimum of 20
total component stocks; provided, however, that there shall be no
minimum number of component stocks if (a) one or more series of
Derivative Securities Products or Linked Securities constitute, at
least in part, components underlying a series of Managed Fund
Shares, or (b) one or more series of Derivative Securities Products
or Linked Securities account for 100% of the equity weight of the
portfolio of a series of Managed Fund Shares.'' While the Funds, as
proposed, would be permitted to hold Derivative Securities Products
or Linked Securities (both of which are ETPs, as defined below),
they won't necessarily hold such instruments and may hold Non-U.S.
Component Stocks, which would not comply with this Rule.
---------------------------------------------------------------------------

    First, the policy concerns underlying all three rules are mitigated
by the fact that the Exchange believes that the underlying reference
asset is not susceptible to manipulation because the nature of the
bitcoin ecosystem makes manipulation of bitcoin difficult. The
geographically diverse and continuous nature of bitcoin trading makes
it difficult and prohibitively costly to manipulate the price of
bitcoin and, in many instances, that the bitcoin market is generally
less susceptible to manipulation than the equity, fixed income, and
commodity futures markets. There are a number of reasons this is the
case, including that there is not inside information about revenue,
earnings, corporate activities, or sources of supply; it is generally
not possible to disseminate false or misleading information about
bitcoin in order to manipulate; manipulation of the price on any single
venue would require manipulation of the global bitcoin price in order
to be effective; a substantial over-the-counter market provides
liquidity and shock-absorbing capacity; bitcoin's 24/7/365 nature
provides constant arbitrage opportunities across all trading venues;
and it is unlikely that any one actor could obtain a dominant market
share.
    Further, bitcoin is arguably less susceptible to manipulation than
other commodities that underlie ETPs; there may be inside information
relating to the supply of the physical commodity such as the discovery
of new sources of supply or significant disruptions at mining
facilities that supply the commodity that simply are inapplicable as it
relates to bitcoin. Further, the Exchange believes that the
fragmentation across bitcoin exchanges, the relatively slow speed of
transactions, and the capital necessary to maintain a significant
presence on each exchange make manipulation of bitcoin prices through
continuous trading activity unlikely. Moreover, the linkage between the
bitcoin markets and the presence of arbitrageurs in those markets means
that the manipulation of the price of bitcoin price on any single venue
would require manipulation of the global bitcoin price in order to be
effective. Arbitrageurs must have funds distributed across multiple
bitcoin exchanges in order to take advantage of temporary price
dislocations, thereby making it unlikely that there will be strong
concentration of funds on any particular bitcoin exchange. As a result,
the potential for manipulation on a particular bitcoin exchange would
require overcoming the liquidity supply of such arbitrageurs who are
effectively eliminating any cross-market pricing differences. For all
of these reasons, bitcoin is not particularly susceptible to
manipulation, especially as compared to other approved ETP reference
assets.
    Second, the Exchange believes that the concerns on which Rule
14.11(i)(4)(C)(iv)(b) are based related to ensuring that no single
listed derivative and underlying reference asset that is susceptible to
manipulation constitutes greater than 35% of the weight of the
portfolio are further mitigated by the liquidity that the Exchange
expects to exist in the market for Bitcoin Futures Contracts. This
belief is based on numerous conversations with market participants,
issuers, and discussions with personnel of CFE. This expected liquidity
in the market for Bitcoin Futures Contracts combined with the CFE, CME,
and Exchange surveillance procedures related to the Bitcoin Futures,
the Shares, and CFTC oversight, along with the difficulty in
manipulating the bitcoin market described above will mitigate the
concerns that Rule 14.11(i)(4)(C)(iv)(b) was designed to protect
against and further prevent trading in the Shares from being
susceptible to manipulation.
    Third, the Exchange believes that the market cap and liquidity of
the Non-U.S. Component Stocks held by the Funds along with a cap at 25%
of each Fund's total assets that can be allocated to Non-U.S. Component
Stocks would mitigate the concerns which Rules 14.11(i)(4)(C)(i)(b)(3)
and (4) are intended to address. Any Non-U.S. Component Stock held by
the Funds will have at least $250 million in market cap and will have
at least an average of $100 million in monthly trading volume averaged
over the past six months. This combination of large market cap with
significant trading volume reduces the likelihood of manipulation of
any particular security and the cap of 25% of the Fund's total assets
assures that, while the Non-U.S. Component Stock holdings may not meet
the concentration and diversity requirements of Rules
14.11(i)(4)(C)(i)(b)(3) and (4), respectively, such diversity and
concentration requirements will not be met only for a limited portion
of the portfolio.
    Further, the Exchange believes that its surveillance procedures are
adequate to properly monitor the trading of the Shares on the Exchange
during all trading sessions and to deter and detect violations of
Exchange rules and the applicable federal securities laws.
Additionally, the Bitcoin Futures Contracts will be subject to the
rules and surveillance programs of CFE, CME, and the CFTC. Trading of
the Shares through the Exchange will be subject to the Exchange's
surveillance procedures for derivative products, including Managed Fund
Shares. The Exchange or FINRA, on behalf of the Exchange, will
communicate as needed regarding trading in the Shares and the
underlying Bitcoin Futures Contracts via the ISG from other exchanges
who are members or affiliates of the ISG or with which the Exchange has
entered into a comprehensive surveillance sharing agreement. The
Exchange may also obtain information regarding trading in the spot
bitcoin market from other exchanges with which the Exchange has entered
into a comprehensive surveillance sharing agreement. In addition, the
Exchange is able to access, as needed, trade information for certain
fixed income instruments reported to TRACE. The Exchange prohibits the
distribution of material non-public information by its employees. The
Exchange believes that its surveillance procedures are adequate to
properly monitor the trading of the Shares on the Exchange during all
trading sessions and to deter and detect violations of Exchange rules
and the applicable federal securities laws.
    If the investment adviser to the investment company issuing Managed
Fund Shares is affiliated with a broker-dealer, such investment adviser
to the investment company shall erect a ``fire wall'' between the
investment adviser and the broker-dealer with respect to access to
information concerning the composition and/or changes to such
investment company portfolio. Neither the Adviser nor the Sub-Adviser
is registered as a broker-dealer, nor are they currently affiliated
with a broker-dealer. The Adviser personnel who make decisions
regarding each Fund's portfolio are subject to procedures designed to
prevent the use and dissemination of material nonpublic information
regarding each Fund's portfolio. In the event that (a) the Adviser or
Sub-Adviser becomes a broker-dealer or newly affiliated with a broker-
dealer, or (b) any new adviser or sub-adviser is a broker-dealer or
becomes affiliated with a broker-dealer, the Adviser or Sub-Adviser
will implement a fire wall with respect to its relevant personnel or
such broker-dealer affiliate, as applicable, regarding access to
information concerning the composition and/or changes to the portfolio,
and will be subject to

procedures designed to prevent the use and dissemination of material
non-public information regarding such portfolio. At least 90% of the
weight of the Bitcoin Derivatives held by each Fund will trade on
markets that are a member of ISG or affiliated with a member of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement. The Exchange may obtain information regarding
trading in the Shares and the underlying futures contracts held by the
Funds via the ISG from other exchanges who are members or affiliates of
the ISG or with which the Exchange has entered into a comprehensive
surveillance sharing agreement. In addition, the Exchange is able to
access, as needed, trade information for certain fixed income
instruments reported to FINRA's TRACE.
    The Exchange further believes that the proposal is designed to
prevent fraudulent and manipulative acts and practices in that the
Exchange expects that the market for Bitcoin Futures Contracts will be
sufficiently liquid to support numerous ETPs shortly after launch. This
belief is based on numerous conversations with market participants,
issuers, and discussions with personnel of CFE. As such, the Exchange
believes that the expected liquidity in the market for Bitcoin
Derivatives combined with the Exchange surveillance procedures related
to the Shares and the broader regulatory structure will prevent trading
in the Shares from being susceptible to manipulation.
    Because of its innovative features as a cryptoasset, bitcoin has
gained wide acceptance as a secure means of exchange in the commercial
marketplace and has generated significant interest among investors. In
less than a decade since its creation in 2008, bitcoin has achieved
significant market penetration, with payments giant PayPal and
thousands of merchants and businesses accepting it as a form of
commercial payment, as well as receiving official recognition from
several governments, including Japan and Australia. Accordingly,
investor interest in gaining exposure to bitcoin is increasing
exponentially as well. As expected, the total volume of bitcoin
transactions in the market continues to grow exponentially.
    Despite the growing investor interest in bitcoin, the primary means
for investors to gain access to bitcoin exposure remains either through
the Bitcoin Derivatives or direct investment through bitcoin exchanges
or over-the-counter trading. For regular investors simply wishing to
express an investment viewpoint in bitcoin, these methods of investment
are complex and require active management and direct investment in
bitcoin brings with it significant inconvenience, complexity, expense
and risk. The Shares would therefore represent a significant innovation
in the bitcoin market by providing an inexpensive and simple vehicle
for investors to gain long or short exposure to bitcoin in a secure and
easily accessible product that is familiar and transparent to
investors. Such an innovation would help to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest by improving investor access to bitcoin exposure
through efficient and transparent exchange-traded derivative products.
    In addition to improved convenience, efficiency and transparency,
the Funds will also help to prevent fraudulent and manipulative acts
and practices by enhancing the security afforded to investors as
compared to a direct investment in bitcoin. Despite the extensive
security mechanisms built into the Bitcoin network, a remaining risk to
owning bitcoin directly is the need for the holder to retain and
protect the ``private key'' required to spend or sell bitcoin after
purchase. If a holder's private key is compromised or simply lost,
their bitcoin can be rendered unavailable--i.e., effectively lost to
the investor. This risk will be eliminated by the Long Fund because the
exposure to bitcoin is gained through cash-settled Bitcoin Derivatives
that do not present any of the security issues that exist with direct
investment in bitcoin.
    The Funds expect that they will generally seek to remain fully
exposed to Bitcoin Derivatives even during times of adverse market
conditions. Under Normal Market Conditions, the Funds will generally
hold only Bitcoin Derivatives and cash and Cash Equivalents (which are
used to collateralize the Bitcoin Derivatives).
    Additionally, the Funds may each hold up to an aggregate amount of
15% of its net assets in illiquid assets (calculated at the time of
investment). Each Fund will monitor its portfolio liquidity on an
ongoing basis to determine whether, in light of current circumstances,
an adequate level of liquidity is being maintained, and will consider
taking appropriate steps in order to maintain adequate liquidity if,
through a change in values, net assets, or other circumstances, more
than 15% of the Fund's net assets are held in illiquid assets. Illiquid
assets include assets subject to contractual or other restrictions on
resale and other instruments that lack readily available markets as
determined in accordance with Commission staff guidance.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that the Exchange will obtain a representation from the issuer of the
Shares that the NAV will be calculated daily and that the NAV and the
Disclosed Portfolio will be made available to all market participants
at the same time. In addition, a large amount of information is
publicly available regarding the Funds and the Shares, thereby
promoting market transparency. Moreover, the Intraday Indicative Value
will be disseminated by one or more major market data vendors at least
every 15 seconds during Regular Trading Hours. On each business day,
before commencement of trading in Shares during Regular Trading Hours,
the Funds will disclose on its website the Disclosed Portfolio that
will form the basis for the Fund's calculation of NAV at the end of the
business day. Pricing information will be available on the Fund's
website including: (1) The prior business day's reported NAV, the Bid/
Ask Price of the Fund, and a calculation of the premium and discount of
the Bid/Ask Price against the NAV; and (2) data in chart format
displaying the frequency distribution of discounts and premiums of the
daily Bid/Ask Price against the NAV, within appropriate ranges, for
each of the four previous calendar quarters. Additionally, information
regarding market price and trading of the Shares will be continually
available on a real-time basis throughout the day on brokers' computer
screens and other electronic services, and quotation and last sale
information for the Shares will be available on the facilities of the
CTA. The website for the Funds will include a form of the prospectus
for the Funds and additional data relating to NAV and other applicable
quantitative information. Trading in Shares of the Funds will be halted
under the conditions specified in BZX Rule 11.18. Trading may also be
halted because of market conditions or for reasons that, in the view of
the Exchange, make trading in the Shares inadvisable. Finally, trading
in the Shares will be subject to BZX Rule 14.11(i)(4)(B)(iv), which
sets forth circumstances under which the Shares of each Fund may be
halted. In addition, as noted above, investors will have ready access
to information regarding the Fund's holdings, the Intraday Indicative
Value, the Disclosed Portfolio, and quotation and last sale information
for the Shares.
    Intraday price quotations on Cash Equivalents are available from
major

broker-dealer firms and from third-parties, which may provide prices
free with a time delay, or ``live'' with a paid fee. Major broker-
dealer firms will also provide intraday quotes on swaps of the type
held by the Fund. For Bitcoin Futures Contracts, such intraday
information is available directly from the applicable listing exchange.
Intraday price information is also available through subscription
services, such as Bloomberg and Thomson Reuters, which can be accessed
by authorized participants and other investors. Pricing information
related to money market fund shares will be available through issuer
websites and publicly available quotation services such as Bloomberg,
Markit and Thomson Reuters. Money market fund shares are not generally
priced or quoted on an intraday basis.
    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 actively-managed exchange-traded products 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 entered into a comprehensive
surveillance sharing agreement as well as trade information for certain
fixed income instruments as reported to FINRA's TRACE. At least 90% of
the weight of the Bitcoin Derivatives held by the Funds will trade on
markets that are a member of ISG or affiliated with a member of ISG or
with which the Exchange has in place a comprehensive surveillance
sharing agreement. In addition, as noted above, investors will have
ready access to information regarding the Fund's holdings, the Intraday
Indicative Value, the Disclosed Portfolio, and quotation and last sale
information for the Shares.
    For the above reasons, the Exchange believes that the proposed rule
change is consistent with the requirements of Section 6(b)(5) of the
Act.

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, rather will facilitate the listing and trading of
additional actively-managed exchange-traded products that will enhance
competition among both market participants and listing venues, 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

    The Exchange has neither solicited nor received written comments on
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-CboeBZX-2017-013 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-CboeBZX-2017-013. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-CboeBZX-2017-013 and should be submitted
on or before January 25, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\51\
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    \51\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-28439 Filed 1-3-18; 8:45 am]
 BILLING CODE 8011-01-P