FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (the “Amendment”) is entered into as of June 5, 2017 by and among KCG Americas LLC, a Delaware limited liability company (the “Borrower”), KCG Holdings, Inc., a Delaware corporation (the “Parent”), as Guarantor, the several financial institutions party to this Amendment, as Lenders, and BMO Xxxxxx Bank N.A., as Administrative Agent (the “Administrative Agent”).
PRELIMINARY STATEMENTS
A. The Borrower, the Parent, the Lenders party thereto and the Administrative Agent entered into a certain Credit Agreement, dated as of June 5, 2015 (the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.
B. The Borrower has requested that the Lenders make certain amendments to the Credit Agreement, and the Lenders are willing to do so under the terms and conditions set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENTS.
Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
1.1. Section 1.1(b)(i) of the Credit Agreement shall be and hereby is amended by deleting the amount “$500,000,000” appearing therein and inserting in its place the amount “$360,000,000”.
1.2. The last sentence appearing in Section 1.13(a)(iv) of the Credit Agreement shall be amended and restated to read in its entirety as follows:
Subject to Section 13.24 hereof, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
1.3. Each of the following defined terms in Section 5.1 of the Credit Agreement shall be amended and restated to read in its entirety as follows:
“Applicable Margin” means, a rate per annum equal to:
(i) 1.25% with respect to Revolving A Loans, whether such Revolving A Loans are Base Rate Loans or Eurodollar Loans;
(ii) 2.25% with respect to Revolving B Loans;
(iii) 1.25% with respect to Revolving A Swing Loans;
(iv) 2.25% with respect to Revolving B Swing Loans; and
(v) 0.30% with respect to the commitment fee set forth in Section 2.1 hereof.
“Commitment” means, as to any Lender, the obligation of such Lender to make Revolving Loans and to participate in Swing Loans in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1 attached hereto and made a part hereof, as the same may be reduced or modified at any time or from time to time pursuant to the terms hereof. The Borrower and the Lenders acknowledge and agree that the Commitments of the Lenders aggregate $260,000,000 as of June 5, 2017.
“Defaulting Lender” means, subject to Section 1.13(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Swing Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect
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parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 1.13(b)) upon delivery of written notice of such determination to the Borrower, the Swing Line Lender and each Lender.
“Revolving B Sublimit” means $100,000,000.
“Termination Date” means June 4, 2018, or such earlier date on which the Commitments are terminated in whole pursuant to Section 1.11, 9.2 or 9.3 hereof.
1.4. Section 5.1 of the Credit Agreement shall be and hereby is amended by inserting new defined terms in their appropriate alphabetical order, each such new defined term to read as follows:
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
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“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
1.5. Section 6.6 of the Credit Agreement shall be and hereby is amended by deleting the date “December 31, 2014” appearing therein and inserting in its place the date “December 31, 2016”.
1.6. Section 8.21(c) of the Credit Agreement shall be amended and restated to read in its entirety as follows:
(c) Minimum Excess Net Capital. The Borrower shall, at all times, maintain Excess Net Capital of not less than $100,000,000.
1.7. Section 11.10 of the Credit Agreement shall be amended and restated to read in its entirety as follows:
Section 11.10. Authorization to Release Liens. The Administrative Agent is hereby irrevocably authorized by each of the Lenders and the Administrative Agent (a) to release any Lien covering any Collateral that is sold, transferred, or otherwise disposed of in accordance with the terms and conditions of this Agreement (including a sale, transfer, or disposition permitted by the terms of Section 4.5 or Section 8.10 hereof or which has otherwise been consented to in accordance with Section 13.12 hereof), provided that, if the proceeds from such sale, transfer or disposal (i) take the form of cash or Eligible Securities and (ii) have been identified by the Borrower to be received by it on the same day, the Administrative Agent may release such Lien prior to receipt of such cash proceeds or Eligible Securities, and (b) release Liens on the Collateral following termination or expiration of the Commitments and payment in full in cash of the Obligations
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1.8. Section 13 of the Credit Agreement shall be and hereby is amended by inserting a new Section 13.24 immediately after Section 13.23 to read in its entirety as follows:
Section 13.24. Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto (including any party becoming a party hereto by virtue of an Assignment and Assumption) acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b) the effects of any Bail-in Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
1.9. Each of Exhibit D, Exhibit E, Schedule 1, Schedule 5.1, Schedule 6.2, Schedule 6.11 and Schedule 13.11 of the Credit Agreement shall be amended and restated in the form of Exhibit D, Exhibit E, Schedule 5.1, Schedule 6.2, Schedule 6.11 and Schedule 13.11, respectively, attached hereto.
1.10. Notwithstanding anything contained in the Credit Agreement or any Loan Document to the contrary, (a) Bank of America, N.A. shall no longer be acting in its capacity as Syndication Agent, and all references to Bank of America, N.A. in such
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capacity appearing in the Credit Agreement and the other Loan Documents shall be deleted, (b) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated shall no longer be a Joint Lead Arranger and Joint Book Runner, and all references to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated appearing in the Credit Agreement and the other Loan Documents shall be deleted, and (c) BMO Capital Markets shall be deemed to be the Sole Lead Arranger and Sole Book Runner.
SECTION 2. CONDITIONS PRECEDENT.
This Amendment shall become effective upon receipt by the Administrative Agent each of the following:
2.1. this Amendment duly executed by the Borrower, the Parent and the Lenders;
2.2. copies of each Loan Party’s articles of formation and operating agreement (or comparable organizational documents) and any amendments thereto, certified in each instance by such Loan Party’s Secretary or Assistant Secretary;
2.3. copies of resolutions of each Loan Party’s Board of Directors, Members or Managers (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby, together with specimen signatures of the persons authorized to execute such documents on such Loan Party’s behalf, all certified in each instance by its Secretary or Assistant Secretary;
2.4. copies of the certificates of good standing for the Loan Parties (dated no earlier than 30 days prior to the date hereof) from the office of the secretary of the state of its organization and of each state in which such Loan Party is qualified to do business as a foreign corporation or organization;
2.5. financing statement, tax, and judgment lien search results against the Property of the Loan Parties evidencing the absence of Liens on their Property except as permitted by Section 8.8 hereof;
2.6. the written opinion of counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent;
2.7. since December 31, 2016, there has been no change in the operation, business, Property or financial condition of the Borrower except those occurring in the ordinary course of business, none of which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect; and
2.8. the Administrative Agent shall have received the fees required to be paid pursuant to that certain fee letter dated May 8, 2017 by and among the Borrower, the Administrative Agent and BMO Capital Markets Corp., in its capacity as a Joint Lead Arranger.
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SECTION 3. REPRESENTATIONS.
In order to induce the Lenders to execute and deliver this Amendment, the Loan Parties hereby represent to the Administrative Agent and the Lenders that as of the date hereof (a) the representations and warranties set forth in Section 6 of the Credit Agreement are and shall be true and correct in all material respects as of the date hereof (except that the representations contained in Section 6.5 shall be deemed to refer to the most recent financial statements of the Loan Parties delivered to the Lenders); provided, that with respect to any representation or warranty that is qualified by materiality or Material Adverse Effect, such representation or warranty shall be true and correct as of the date hereof (except that the representations contained in Section 6.5 shall be deemed to refer to the most recent financial statements of the Loan Parties delivered to the Administrative Agent) and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment.
SECTION 4. MISCELLANEOUS.
4.1. The Loan Parties hereby acknowledge and agree that, except as otherwise specifically set forth herein, (a) the Liens created and provided for by the Credit Agreement continue to secure the Obligations arising under the Credit Agreement as amended hereby; and (b) the Credit Agreement and the rights and remedies of the Administrative Agent and the Lenders thereunder, the obligations of the Loan Parties thereunder, and the Liens created and provided for thereunder remain in full force and effect and shall not be affected, impaired or discharged hereby. Nothing herein contained shall in any manner affect or impair the priority of the liens and security interests created and provided for by the Credit Agreement as to the indebtedness which would be secured thereby prior to giving effect to this Amendment.
4.2. Except as specifically amended herein, the Credit Agreement, including the Guarantees set forth in Section 12 thereof and the Commitments of the Lenders thereunder, and the other Loan Documents shall continue in full force and effect in accordance with its original terms and are hereby ratified and affirmed. Reference to this specific Amendment need not be made in the Credit Agreement, any Note, any other Loan Document or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby.
4.3. The Loan Parties agree to pay on demand all costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment as required by Section 13.14 of the Credit Agreement, including the reasonable fees and expenses of counsel for the Administrative Agent.
4.4. This Amendment may be executed in any number of counterparts, and by the different parties on different counterpart signature pages, all of which taken together shall constitute one and the same agreement. Any of the parties hereto may execute this Amendment by signing any such counterpart and each of such counterparts shall for all purposes be deemed to be an original. Delivery of executed counterparts of this Amendment by telecopy shall be
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effective as an original. This Amendment shall be governed by the internal laws of the State of Illinois. This Amendment shall be deemed a Loan Document.
[SIGNATURE PAGE TO FOLLOW]
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This First Amendment to Credit Agreement is entered into as of the date and year first above written.
| “BORROWER”
KCG AMERICAS LLC | ||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Treasurer | |||
| “GUARANTOR”
KCG HOLDINGS, INC. | ||||
| By: | /s/ Xxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxx | |||
| Title: | Chief Financial Officer | |||
[Signature Page to First Amendment to Credit Agreement]
Accepted and agreed to.
| “ADMINISTRATIVE AGENT AND LENDERS”
BMO XXXXXX BANK N.A., as Administrative Agent, as Swing Line Lender, as a Lender, and as Settlement Bank | ||||
| By: | /s/ Xxxx Xxxx | |||
| Name: | Xxxx Xxxx | |||
| Title: | Director | |||
[Signature Page to First Amendment to Credit Agreement]
| BANK OF AMERICA, N.A. | ||||
| By: | /s/ Xxxxxxx Xxxx | |||
| Name: | Xxxxxxx Xxxx | |||
| Title: | Director | |||
[Signature Page to First Amendment to Credit Agreement]
| BNP PARIBAS | ||||
| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
[Signature Page to First Amendment to Credit Agreement]
| THE PRIVATE BANK AND TRUST COMPANY | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
[Signature Page to First Amendment to Credit Agreement]
| SIGNATURE BANK | ||||
| By: | /s/ Xxxxxxx Xxx | |||
| Name: | Xxxxxxx Xxx | |||
| Title: | Vice President, Sr. Lender | |||
[Signature Page to First Amendment to Credit Agreement]
EXHIBIT D
KCG AMERICAS LLC
COMPLIANCE CERTIFICATE
| To: | BMO Xxxxxx Bank N.A., as Administrative Agent under, and the Lenders party to, the Credit Agreement described below |
This Compliance Certificate is furnished to the Administrative Agent, and the Lenders pursuant to that certain Credit Agreement dated as of June 5, 2015, among us (as extended, renewed, amended or restated from time to time, the “Credit Agreement”). Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the Credit Agreement.
THE UNDERSIGNED HEREBY CERTIFIES THAT:
1. I am the duly elected of KCG Americas LLC (the “Borrower”);
2. I have reviewed the terms of the Credit Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower during the accounting period covered by the attached financial statements;
3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Compliance Certificate, except as set forth below;
4. The financial statements required by Section 8.5 of the Credit Agreement and being furnished to you concurrently with this Compliance Certificate are true, correct and complete as of the date and for the periods covered thereby;
5. Schedule I hereto sets forth financial data and computations evidencing the Parent’s and the Borrower’s compliance with certain covenants of the Credit Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Credit Agreement;
6. Schedule II hereto lists exchange traded funds that shall be designated as Approved ETFs or Leverage ETFs, and each such fund satisfies the definition of an Approved ETF or Leverage ETF, as applicable; and
7. Schedule III hereto lists Persons that the Borrower wishes to designate as a Disqualified Assignee, and each such Person is not a commercial bank or any Affiliate thereof.
Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Borrower has taken, is taking, or proposes to take with respect to each such condition or event:
The foregoing certifications, together with the computations set forth in Schedule I hereto and the financial statements delivered with this Certificate in support hereof, are made and delivered this day of 201 .
| KCG AMERICAS LLC | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
SCHEDULE I
TO COMPLIANCE CERTIFICATE
KCG AMERICAS LLC
COMPLIANCE CALCULATIONS
FOR CREDIT AGREEMENT
DATED AS OF JUNE 5, 2015
CALCULATIONS AS OF , 201
| A. Minimum Total Regulatory Capital (Section 8.21(a) |
||
| 1. Total Regulatory Capital |
$___________ | |
| 2. Line A1 shall not be less than |
$650,000,000 | |
| 3. The Borrower is in compliance (circle yes or no) |
yes/no | |
| B. Maximum Total Assets to Total Regulatory Capital
Ratio |
||
| 1. Total assets |
$___________ | |
| 2. Allowable Receivables |
$___________ | |
| 3. Cash |
$___________ | |
| 4. Cash Equivalents |
$___________ | |
| 5. Rebate Receivables |
$___________ | |
| 6. Sum of Lines B2, B3, B4 and B5 |
$___________ | |
| 7. Securities and options sold, but not yet purchased |
$___________ | |
| 8. Line B1 plus Line B7 minus Line B6 |
$___________ | |
| 9. Total Regulatory Capital |
$___________ | |
| 10. Ratio of Line B8 to line B9 |
___ to ___ | |
| 11. Line B10 ratio must not be more than |
20.0 to 1.0 | |
| 12. The Borrower is in compliance (circle yes or no) |
yes / no | |
| C. Minimum Excess Net Capital (Section 8.21(c)) |
||
| 1. Excess Net Capital |
$___________ | |
| 2. Line C1 shall not be less than |
$100,000,000 | |
| 3. The Borrower is in compliance (circle yes or no) |
yes/no | |
| D. Liquidity (Section 8.21(d)) |
||
| 1. Unencumbered marketable securities |
$___________ | |
| 2. Unencumbered cash |
$___________ | |
| 3. NSCC Margin Deposits1 |
$___________ | |
| 4. Sum of Lines D1, D2 and D3 |
$___________ | |
| 5. Unsecured Indebtedness |
$___________ | |
| 6. Ratio of Line D4 to line D5 |
___ to ___ | |
| 7. Line D6 ratio must not be less than |
1.0 to 1.0 | |
| 8. The Borrower is in compliance (circle yes or no) |
yes / no | |
| E. Minimum Tangible Net Worth (Section 8.21(e)) |
||
| 1. Tangible Net Worth of Parent |
$___________ | |
| 2. Line H1 shall not be less than |
$900,000,000 | |
| 3. Parent is in compliance (circle yes or no) |
yes / no | |
| 1 | Solely to the extent of the lesser of (x) the amount, if any, by which the Borrowing Base B at such time exceeds the aggregate outstanding amount of Revolving B Loans and (y) the Unused Commitments. |
SCHEDULE II
TO COMPLIANCE CERTIFICATE
KCG AMERICAS LLC
APPROVED ETFS / LEVERAGED ETFS
|
|
BLOOMBERG UNIQUE ID |
NUMBER OF HOLDINGS |
ADV (3M) |
DESCRIPTION |
APPROVED ETF (YES / NO) |
LEVERAGED ETF 2X (YES/NO) |
LEVERAGED ETF 3X (YES / NO) |
|||||||||||||||||||||
SCHEDULE III
TO COMPLIANCE CERTIFICATE
KCG AMERICAS LLC
DISQUALIFIED ASSIGNEE
DRW Holdings, LLC
Infinium Capital Management, LLC
Xxxx Street Capital, LLC
Jump Trading, LLC
AQR Capital Management, LLC
X. X. Xxxx & Co., L.P.
Optiver
RGM Advisors, LLC
Tower Research Capital LLC
Quantlab Financial, LLC
IMC Group
Citadel LLC
Renaissance Technologies LLC
Two Sigma Investments, LLC
Xxxxxx River Trading LLC
Xxxx Xxxxxxxxxxxx LLC
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EXHIBIT E
ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]2 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]3 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]4 hereunder are several and not joint.]5 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit, guarantees, and swingline loans included in such facilities), and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and
| 2 | For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. |
| 3 | For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. |
| 4 | Select as appropriate. |
| 5 | Include bracketed language if there are either multiple Assignors or multiple Assignees. |
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obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.
| 1. | Assignor[s]: |
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|
|
||||||
| [Assignor [is] [is not] a Defaulting Lender] | ||||||
| 2. | Assignee[s]: |
|
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|
|
||||||
| [for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender] | ||||||
| 3. | Borrower: KCG Americas LLC | |||||
| 4. | Administrative Agent: BMO Xxxxxx Bank N.A., as the administrative agent under the Credit Agreement | |||||
| 5. | Credit Agreement: Credit Agreement dated as of _______ among KCG Americas LLC, the Lenders parties thereto, and BMO Xxxxxx Bank N.A., as Administrative Agent | |||||
| 6. | Assigned Interest[s]: | |||||
| ASSIGNOR[S]6 |
ASSIGNEE[S]7 | AGGREGATE AMOUNT OF COMMITMENT/ LOANS FOR ALL LENDERS8 |
AMOUNT OF COMMITMENT/ LOANS ASSIGNED8 |
PERCENTAGE ASSIGNED OF COMMITMENT/ LOANS9 |
||||||||||||
| $ | $ | % | ||||||||||||||
| $ | $ | % | ||||||||||||||
| $ | $ | % | ||||||||||||||
| [7. | Trade Date: ______________]10 |
| 6 | List each Assignor, as appropriate. |
| 7 | List each Assignee, as appropriate. |
| 8 | Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. |
| 9 | Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. |
| 10 | To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. |
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Effective Date: , 20 [To be inserted by Administrative Agent and which shall be the effective date of recordation of transfer in the register therefor.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
| ASSIGNOR[S]11 | ||||
| By | ||||
| Name | ||||
| Title | ||||
| [NAME OF ASSIGNOR] | ||||
| By | ||||
| Name | ||||
| Title | ||||
| ASSIGNEE[S]12
[NAME OF ASSIGNEE] | ||||
| By | ||||
| Name | ||||
| Title | ||||
| [NAME OF ASSIGNEE] | ||||
| By | ||||
| Name | ||||
| Title | ||||
[Consented to and]13 Accepted:
| 11 | Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). |
| 12 | Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). |
| 13 | To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. |
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| BMO XXXXXX BANK N.A., as Administrative Agent | ||||
| By | ||||
| Name | ||||
| Title | ||||
| [Consented to:]14
[NAME OF RELEVANT PARTY] | ||||
| By | ||||
| Name | ||||
| Title | ||||
| 14 | To be added only if the consent of the Borrower and/or other parties (e.g. Swingline Lender) is required by the terms of the Credit Agreement. |
-6-
ANNEX 1
STANDARD TERMS AND CONDITIONS FOR
ASSIGNMENT AND ASSUMPTION
SECTION 1. REPRESENTATIONS AND WARRANTIES.
Section 1.1. Assignor[s]. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document, or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.
Section 1.2. Assignee[s]. [The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 13.11(a)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 13.11(a)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.5 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.
SECTION 2. PAYMENTS.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor[s] and the Assignee[s] shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to [the][the relevant] Assignee.
SECTION 3. GENERAL PROVISIONS.
This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Illinois.
SCHEDULE 1
COMMITMENTS
| NAME OF LENDER | COMMITMENTS | |||
| BMO Xxxxxx Bank N.A. |
$ | 130,000,000 | ||
| Bank of America, N.A. |
$ | 75,000,000 | ||
| BNP Paribas |
$ | 25,000,000 | ||
| The Private Bank and Trust Company |
$ | 20,000,000 | ||
| Signature Bank |
$ | 10,000,000 | ||
| TOTAL |
$ | 260,000,000 | ||
|
|
|
|||
SCHEDULE 5.1
APPROVED ETFS / LEVERAGED ETFS
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| SPY |
SPY US Equity | 506 | 78,390,432 | SPDR S&P 500 | Yes | No | No | |||||||||||
| XLF |
XLF US Equity | 66 | 75,991,712 | SPDR Select Sector Fund – Financial | Yes | No | No | |||||||||||
| GDX |
GDX US Equity | 52 | 62,730,096 | XxxXxx Vectors Gold Miners ETF | Yes | No | No | |||||||||||
| EEM |
EEM US Equity | 840 | 54,730,260 | iShares MSCI Emerging Index Fund | Yes | No | No | |||||||||||
| IWM |
IWM US Equity | 1942 | 29,184,900 | iShares Xxxxxxx 2000 ETF | Yes | No | No | |||||||||||
| USO |
USO US Equity | 32 | 25,275,834 | United States Oil Fund | Yes | No | No | |||||||||||
| GDXJ |
GDXJ US Equity | 56 | 23,282,784 | XxxXxx Vectors Junior Gold Miners ETF | Yes | No | No | |||||||||||
| QQQ |
QQQ US Equity | 107 | 19,107,150 | PowerShares QQQ Trust, Series 1 | Yes | No | No | |||||||||||
| EFA |
EFA US Equity | 939 | 18,865,530 | iShares MSCI EAFE ETF | Yes | No | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| XOP |
XOP US Equity | 63 | 16,372,653 | SPDR S&P Oil & Gas Explor & Product | Yes | No | No | |||||||||||
| XLE |
XLE US Equity | 35 | 15,360,484 | SPDR Select Sector Fund – Energy Select Sector | Yes | No | No | |||||||||||
| FXI |
FXI US Equity | 51 | 15,344,917 | iShares China Large-Cap ETF | Yes | No | No | |||||||||||
| EWZ |
EWZ US Equity | 59 | 14,817,336 | iShares MSCI Brazil Capped Index Fund | Yes | No | No | |||||||||||
| XLU |
XLU US Equity | 29 | 13,716,370 | SPDR Select Sector Fund – Utilities | Yes | No | No | |||||||||||
| VWO |
VWO US Equity | 3854 | 12,020,950 | Vanguard FTSE Emerging Markets ETF | Yes | No | No | |||||||||||
| XXX |
XXX US Equity | 28 | 11,289,335 | United States Natural Gas Fund LP | Yes | No | No | |||||||||||
| HYG |
HYG US Equity | 1027 | 11,215,573 | iShares iBoxx $ High Yield Corporate Bond ETF | Yes | No | No | |||||||||||
| JNK |
JNK US Equity | 848 | 10,470,976 | SPDR Bloomberg Barclays High Yield Bond ETF | Yes | No | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| XLI |
XLI US Equity | 68 | 9,915,156 | SPDR Select Sector Fund – Industrial | Yes | No | No | |||||||||||
| XLP |
XLP US Equity | 38 | 9,156,577 | SPDR Select Sector Fund – Consumer Staples | Yes | No | No | |||||||||||
| TLT |
TLT US Equity | 33 | 8,647,524 | iShares 20+ Year Treasury Bond ETF | Yes | No | No | |||||||||||
| RSX |
RSX US Equity | 30 | 8,580,384 | XxxXxx Vectors Russia ETF | Yes | No | No | |||||||||||
| AMLP |
AMLP US Equity | 26 | 8,181,513 | Alerian MLP ETF | Yes | No | No | |||||||||||
| VEA |
VEA US Equity | 3,815.00 | 8,092,432 | Vanguard FTSE Developed Markets ETF | Yes | No | No | |||||||||||
| XLV |
XLV US Equity | 62 | 7,855,770 | SPDR Select Sector Fund – Health Care | Yes | No | No | |||||||||||
| KRE |
KRE US Equity | 100 | 7,847,720 | SPDR S&P Regional Banking ETF | Yes | No | No | |||||||||||
| XLK |
XLK US Equity | 74 | 7,845,314 | SPDR Select Sector Fund – Technology | Yes | No | No | |||||||||||
| IEMG |
IEMG US Equity | 1883 | 7,791,855 | iShares Core MSCI Emerging Markets ETF | Yes | No | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| IYR |
IYR US Equity | 127 | 7,358,362 | iShares U.S. Real Estate ETF | Yes | No | No | |||||||||||
| EZU |
EZU US Equity | 245 | 6,604,648 | iShares MSCI EMU Index Fund | Yes | No | No | |||||||||||
| EWJ |
EWJ US Equity | 322 | 6,077,204 | iShares MSCI Japan Index Fund | Yes | No | No | |||||||||||
| XRT |
XRT US Equity | 102 | 5,895,749 | SPDR S&P Retail ETF | Yes | No | No | |||||||||||
| OIH |
OIH US Equity | 25 | 5,230,606 | XxxXxx Vectors Oil Services ETF | Yes | No | No | |||||||||||
| BKLN |
BKLN US Equity | 117 | 4,625,752 | PowerShares Exchange-Traded Fund Trust ETF | Yes | No | No | |||||||||||
| VNQ |
VNQ US Equity | 159 | 4,549,730 | Vanguard REIT ETF – DNQ | Yes | No | No | |||||||||||
| XLB |
XLB US Equity | 26 | 4,454,059 | Materials Select Sector SPDR | Yes | No | No | |||||||||||
| XBI |
XBI US Equity | 94 | 4,229,034 | SPDR Series Trust SPDR S&P Biotech ETF | Yes | No | No | |||||||||||
| EWT |
EWT US Equity | 91 | 4,177,989 | iShares MSCI Taiwan Capped ETF | Yes | No | No | |||||||||||
| XME |
XME US Equity | 28 | 4,150,093 | SPDR S&P Metals & Mining ETF | Yes | No | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| IEFA |
IEFA US Equity | 2,536.00 | 4,140,085 | iShares Core MSCI EAFE ETF | Yes | No | No | |||||||||||
| XLY |
XLY US Equity | 86 | 4,064,445 | SPDR Select Sector Fund – Consumer Discretionary | Yes | No | No | |||||||||||
| LQD |
LQD US Equity | 1,768.00 | 3,971,643 | iShares iBoxx $ Investment Grade Corporate Bond ETF | Yes | No | No | |||||||||||
| DXJ |
DXJ US Equity | 349 | 3,608,691 | WisdomTree Japan Hedged Equity Fund | Yes | No | No | |||||||||||
| VGK |
VGK US Equity | 1267 | 3,586,295 | Vanguard FTSEEuropean ETF | Yes | No | No | |||||||||||
| EWG |
EWG US Equity | 61 | 3,546,866 | iShares MSCI Germany Index Fund | Yes | No | No | |||||||||||
| IVV |
IVV US Equity | 507 | 3,519,033 | iShares Core S&P 500 ETF | Yes | No | No | |||||||||||
| IJR |
IJR US Equity | 602.00 | 3,298,349 | iShares Core S&P Small-Cap ETF | Yes | No | No | |||||||||||
| DIA |
DIA US Equity | 31.00 | 3,263,656 | SPDR Dow Xxxxx Industrial Average ETF | Yes | No | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| EWW |
EWW US Equity | 62 | 3,159,046 | iShares MSCI Mexico Capped Investable Market Index Fund | Yes | No | No | |||||||||||
| XXXX |
XXXX US Equity | 78 | 3,014,340 | iShares MSCI India ETF | Yes | No | No | |||||||||||
| IEF |
IEF US Equity | 18 | 2,112,961 | iShares 7-10 Year Treasury Bond ETF | Yes | No | No | |||||||||||
| GOVT |
GOVT US Equity | 118 | 1,123,184 | iShares U.S. Treasury Bond ETF | Yes | No | No | |||||||||||
| SHY |
SHY US Equity | 77 | 950,565 | iShares 1-3 Year Treasury Bond ETF | Yes | No | No | |||||||||||
| BWX |
BWX US Equity | 859 | 636,381 | SPDR Bloomberg Barclays Intl Treasury Bd | Yes | No | No | |||||||||||
| SHV |
SHV US Equity | 30 | 625,666 | iShares Short Treasury Bond ETF | Yes | No | No | |||||||||||
| TBF |
TBF US Equity | — | 441,671 | ProShares Short 20+ Year Treasury | Yes | No | No | |||||||||||
| IEI |
IEI US Equity | 67 | 384,640 | iShares 3-7 Year Treasury Bond ETF | Yes | No | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| SCHO |
SCHO US Equity | 95 | 289,100 | Schwab Short-Term U.S. Treasury ETF | Yes | No | No | |||||||||||
| SCHR |
SCHR US Equity | 118 | 110,417 | Xxxxxx Intermediate-Term U.S. Treasury ETF | Yes | No | No | |||||||||||
| TLO |
TLO US Equity | 47.00 | 80,418 | SPDR Bloomberg Barclays Long Term Treasury ETF | Yes | No | No | |||||||||||
| IGOV |
IGOV US Equity | 694 | 73,431 | iShares S&P/Citigroup International Treasury Bond Fund | Yes | No | No | |||||||||||
| EDV |
EDV US Equity | 76 | 51,568 | Vanguard Extended Duration Treasury ETF | Yes | No | No | |||||||||||
| SST |
SST US Equity | 157 | 45,173 | SPDR Bloomberg Barclays Short Term Treasury ETF | Yes | No | No | |||||||||||
| ITE |
ITE US Equity | 212 | 42,240 | SPDR Bloomberg Barclays Intermediate Term Treasury ETF | Yes | No | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| TLH |
TLH US Equity | 12 | 41,289 | iShares 10-20 Year Treasury Bond ETF | Yes | No | No | |||||||||||
| BWZ |
BWZ US Equity | 206 | 28,914 | SPDR Bloomberg Barclays Short Term International Treasury Bond | Yes | No | No | |||||||||||
| ZROZ |
ZROZ US Equity | 20 | 28,313 | PIMCO 25 Year Zero Coupon U.S. Treasury Index Exchange-Traded | Yes | No | No | |||||||||||
| DTYS |
DTYS US Equity | 0 | 27,295 | iPath US Treasury 10-year Bear ETN | Yes | No | No | |||||||||||
| PLW |
PLW US Equity | 27 | 24,178 | PowerShares 1-30 Laddered Treasury Portfolio | Yes | No | No | |||||||||||
| TBX |
TBX US Equity | 0 | 19,421 | ProShares Short 7 10 Year Treasury | Yes | No | No | |||||||||||
| TUZ |
TUZ US Equity | 25 | 18,788 | PIMCO 1-3 Year US Treasury Index Exchage-Traded Fund | Yes | No | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| STPP |
STPP US Equity | 0 | 9,664 | iPath US Treasury Steepener ETN | Yes | No | No | |||||||||||
| FLAT |
FLAT US Equity | 0 | 5,988 | iPath US Treasury Flattener ETN | Yes | No | No | |||||||||||
| ISHG |
ISHG US Equity | 94 | 5,822 | iShares S&P/Citigroup 1-3 Year International Treasury Bond Fun | Yes | No | No | |||||||||||
| DLBS |
DLBS US Equity | 0 | 3,608 | iPath US Treasury Long Bond Bear ETN | Yes | No | No | |||||||||||
| TFLO |
TFLO US Equity | 9 | 3,088 | iShares Treasury Floating Rate Bond ETF | Yes | No | No | |||||||||||
| TYBS |
TYBS US Equity | 1 | 1,197 | Direxion Daily 20 Year Treasury Bear 1X Shares | Yes | No | No | |||||||||||
| TAPR |
TAPR US Equity | 0 | 1,060 | Barclays Inverse US Treasury Composite ETN | Yes | No | No | |||||||||||
| DTUS |
DTUS US Equity | 0 | 1,019 | iPath US Treasury 2-year Bear ETN | Yes | No | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| DFVS |
DFVS US Equity | 0 | 609 | iPath US Treasury 5-year Bear Exchange Traded Note | Yes | No | No | |||||||||||
| TYNS |
TYNS US Equity | 1 | 380 | Direxion Daily 7 10 Year Treasury Bear 1X Shares | Yes | No | No | |||||||||||
| THHY |
THHY US Equity | 128 | 366 | XxxXxx Vectors Treasury-Hedged High Yield Bond ETF | Yes | No | No | |||||||||||
| USFR |
USFR US Equity | 4 | 270 | WisdomTree Bloomberg Floating Rate Treasury Fund | Yes | No | No | |||||||||||
| DFVL |
DFVL US Equity | 0 | 44 | iPath US Treasury 5-year Bull ETN | Yes | No | No | |||||||||||
| DTYL |
DTYL US Equity | 0 | 34 | iPath US Treasury 10-year Bull ETN | Yes | No | No | |||||||||||
| DTUL |
DTUL US Equity | 0 | 29 | iPath US Treasury 2-year Bull ETN | Yes | No | No | |||||||||||
| DLBL |
DLBL US Equity | 0 | 13 | iPath US Treasury Long Bond Bull ETN | Yes | No | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| UVXY |
UVXY US Equity | 12 | 26,759,598 | ProShares Trust Ultra VIX Short Term Futures ETF | No | Yes | No | |||||||||||
| SDS |
SDS US Equity | 0 | 8,198,354 | ProShares UltraShort S&P500 | No | Yes | No | |||||||||||
| UCO |
UCO US Equity | 15 | 7,765,597 | ProShares Ultra Bloomberg Crude Oil | No | Yes | No | |||||||||||
| TVIX |
TVIX US Equity | 0 | 3,804,217 | VelocityShares Daily 2x VIX Short Term ETN | No | Yes | No | |||||||||||
| SSO |
SSO US Equity | 506 | 2,302,967 | ProShares Ultra S&P500 | No | Yes | No | |||||||||||
| SCO |
SCO US Equity | 11 | 2,095,279 | ProShares UltraShort Bloomberg Crude Oil | No | Yes | No | |||||||||||
| QID |
QID US Equity | 0 | 1,796,778 | ProShares UltraShort QQQ | No | Yes | No | |||||||||||
| DXD |
DXD US Equity | 0 | 1,671,650 | ProShares UltraShort Dow30 | No | Yes | No | |||||||||||
| TWM |
TWM US Equity | 0 | 1,439,122 | ProShares UltraShort Russell2000 | No | Yes | No | |||||||||||
| QLD |
QLD US Equity | 108 | 749,342 | ProShares Ultra QQQ | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| BZQ |
BZQ US Equity | 0 | 338,217 | ProShares UltraShort MSCI Brazil Capped | No | Yes | No | |||||||||||
| BIB |
BIB US Equity | 162 | 325,253 | ProShares Ultra Nasdaq Biotechnology | No | Yes | No | |||||||||||
| MORL |
MORL US Equity | 0 | 316,100 | ETRACS Monthly Pay 2x Leveraged Mortgage REIT ETN | No | Yes | No | |||||||||||
| EUO |
EUO US Equity | 13 | 268,576 | ProShares UltraShort Euro | No | Yes | No | |||||||||||
| DZZ |
DZZ US Equity | 0 | 228,899 | PowerShares DB Gold Double Short ETN | No | Yes | No | |||||||||||
| EEV |
EEV US Equity | — | 222,941 | ProShares UltraShort MSCI Emerging Markets | No | Yes | No | |||||||||||
| CEFL |
CEFL US Equity | 0 | 220,754 | ETRACS Monthly Pay 2xLeveraged Closed-End Fund ETN | No | Yes | No | |||||||||||
| BOIL |
BOIL US Equity | 5 | 213,223 | ProShares Ultra Bloomberg Natural Gas | No | Yes | No | |||||||||||
| DDM |
DDM US Equity | 31 | 201,498 | ProShares Ultra Dow30 | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| AGQ |
AGQ US Equity | 10 | 181,230 | ProShares Ultra Silver | No | Yes | No | |||||||||||
| UWM |
UWM US Equity | 1941 | 179,534 | ProShares Ultra Russell2000 | No | Yes | No | |||||||||||
| BDCL |
BDCL US Equity | 0 | 159,166 | ETRACS 2X Leveraged Long Xxxxx Fargo Business Development Comp | No | Yes | No | |||||||||||
| DIG |
DIG US Equity | 70 | 134,789 | ProShares Ultra Oil & Gas | No | Yes | No | |||||||||||
| BIS |
BIS US Equity | 0 | 107,033 | ProShares UltraShort Nasdaq Biotechnology | No | Yes | No | |||||||||||
| SRS |
SRS US Equity | — | 94,563 | ProShares UltraShort Real Estate | No | Yes | No | |||||||||||
| DUG |
DUG US Equity | 0 | 88,176 | ProShares UltraShort Oil & Gas | No | Yes | No | |||||||||||
| YCS |
YCS US Equity | 9 | 77,976 | ProShares UltraShort Yen New | No | Yes | No | |||||||||||
| UYG |
UYG US Equity | 288.00 | 74,661 | ProShares Ultra Financials | No | Yes | No | |||||||||||
| ZSL |
ZSL US Equity | 6 | 65,389 | ProShares UltraShort Silver | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| FXP |
FXP US Equity | 0 | 63,199 | ProShares Ultrashort FTSE China 50 | No | Yes | No | |||||||||||
| MVV |
MVV US Equity | 401 | 56,371 | ProShares Ultra MidCap400 | No | Yes | No | |||||||||||
| UGL |
UGL US Equity | 5 | 55,318 | ProShares Ultra Gold | No | Yes | No | |||||||||||
| SKF |
SKF US Equity | 0 | 52,178 | ProShares UltraShort Financials | No | Yes | No | |||||||||||
| GDXS |
GDXS US Equity | 0 | 51,553 | ProShares UltraShort Gold Miners ETF | No | Yes | No | |||||||||||
| XXXX |
XXXX US Equity | 4 | 50,562 | Direxion Daily CSI 300 China A Share Bull 2X Shares | No | Yes | No | |||||||||||
| URE |
URE US Equity | 127 | 40,588 | ProShares Ultra Real Estate | No | Yes | No | |||||||||||
| GLL |
GLL US Equity | 4 | 39,764 | ProShares UltraShort Gold | No | Yes | No | |||||||||||
| LMLP |
LMLP US Equity | 0 | 38,303 | ETRACS Monthly Pay 2xLeveraged Xxxxx Fargo MLP Ex-Energy ETN | No | Yes | No | |||||||||||
| ULE |
ULE US Equity | 3 | 32,247 | ProShares Ultra Euro | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| SMHD |
SMHD US Equity | 0 | 30,062 | ETRACS Monthly Pay 2x Leveraged US Small Cap High Dividend ETN | No | Yes | No | |||||||||||
| DGP |
DGP US Equity | 0 | 27,847 | PowerShares DB Gold Double Long ETN | No | Yes | No | |||||||||||
| DVHL |
DVHL US Equity | 0 | 27,088 | ETRACS Monthly Pay 2xLeveraged Diversified High Income ETN | No | Yes | No | |||||||||||
| KOLD |
KOLD US Equity | 2 | 25,518 | ProShares UltraShort Bloomberg Natural Gas | No | Yes | No | |||||||||||
| SHNY |
SHNY US Equity | 3.00 | 15,085 | Direxion Funds ETF | No | Yes | No | |||||||||||
| DAG |
DAG US Equity | 0 | 13,525 | PowerShares DB Agriculture Double Long ETN | No | Yes | No | |||||||||||
| GDJJ |
GDJJ US Equity | 1 | 13,207 | ProShares Ultra Junior Miners | No | Yes | No | |||||||||||
| XPP |
XPP US Equity | — | 12,991 | ProShares Ultra FTSE China 50 | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| EPV |
EPV US Equity | 0 | 11,633 | ProShares UltraShort FTSE Europe ETF | No | Yes | No | |||||||||||
| FLGE |
FLGE US Equity | 0 | 10,837 | Credit Suisse FI Large Cap Growth Enhanced ETN | No | Yes | No | |||||||||||
| ROM |
ROM US Equity | 138 | 10,306 | ProShares Ultra Technology | No | Yes | No | |||||||||||
| UYM |
UYM US Equity | 50 | 10,102 | ProShares Ultra Basic Materials | No | Yes | No | |||||||||||
| SMN |
SMN US Equity | 0 | 10,089 | ProShares UltraShort Basic Materials | No | Yes | No | |||||||||||
| HDLV |
HDLV US Equity | 0 | 8,621 | ETRACS Monthly Pay 2xLeveraged US High Dividend Low Volatility | No | Yes | No | |||||||||||
| DTO |
DTO US Equity | 0 | 8,521 | PowerShares DB Crude Oil Double Short ETN | No | Yes | No | |||||||||||
| FBGX |
FBGX US Equity | 0 | 8,435 | FI Enhanced Large Cap Growth ETN | No | Yes | No | |||||||||||
| TVIZ |
TVIZ US Equity | 0 | 7,956 | VelocityShares Daily 2x VIX Medium Term ETN | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| MRRL |
MRRL US Equity | 0 | 7,592 | ETRACS Monthly Pay 2xLeveraged Mortgage REIT ETN Series B | No | Yes | No | |||||||||||
| EET |
EET US Equity | — | 7,053 | ProShares Ultra MSCI Emerging Markets | No | Yes | No | |||||||||||
| RXL |
RXL US Equity | 126 | 6,861 | ProShares Ultra Health Care | No | Yes | No | |||||||||||
| BDD |
BDD US Equity | 0 | 6,751 | PowerShares DB Base Metals Double Long ETN | No | Yes | No | |||||||||||
| UMX |
UMX US Equity | 0 | 6,647 | ProShares Ultra MSCI Mexico Capped IMI | No | Yes | No | |||||||||||
| SDP |
SDP US Equity | 0 | 6,183 | ProShares UltraShort Utilities | No | Yes | No | |||||||||||
| XXXX |
XXXX US Equity | 0 | 6,126 | Barclays ETN FI Enhanced Global High Yield ETN | No | Yes | No | |||||||||||
| FLEU |
FLEU US Equity | 0 | 5,820 | Barclays ETN FI Enhanced Europe 50 ETN Series B | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| SSG |
SSG US Equity | 0 | 5,139 | ProShares UltraShort Semiconductors | No | Yes | No | |||||||||||
| FEEU |
FEEU US Equity | 0 | 5,052 | Barclays ETN FI Enhanced Europe 50 ETN | No | Yes | No | |||||||||||
| DVYL |
DVYL US Equity | — | 5,000 | ETRACS Monthly Pay 2x Leveraged Dow Xxxxx Select Dividend ETN | No | Yes | No | |||||||||||
| USD |
USD US Equity | 30 | 4,864 | ProShares Ultra Semiconductors | No | Yes | No | |||||||||||
| HOML |
HOML US Equity | 0 | 4,539 | ETRACS Monthly Reset 2xLeveraged ISE Exclusively Homebuilders | No | Yes | No | |||||||||||
| LTL |
LTL US Equity | 21 | 4,410 | ProShares Ultra Telecommunications ProShares | No | Yes | No | |||||||||||
| KRU |
KRU US Equity | 99 | 4,376 | ProShares Ultra S&P Regional Banking | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| LRET |
LRET US Equity | 0 | 4,009 | ETRACS Monthly Pay 2xLeveraged MSCI US REIT Index ETN | No | Yes | No | |||||||||||
| UBR |
UBR US Equity | 0 | 3,820 | ProShares Ultra MSCI Brazil Capped | No | Yes | No | |||||||||||
| SDYL |
SDYL US Equity | 0 | 3,693 | ETRACS Monthly Pay 2x Leveraged S&P Dividend ETN | No | Yes | No | |||||||||||
| UXI |
UXI US Equity | 208 | 3,673 | ProShares Ultra Industrials | No | Yes | No | |||||||||||
| UPW |
UPW US Equity | 52 | 3,626 | ProShares Ultra Utilities | No | Yes | No | |||||||||||
| DYY |
DYY US Equity | 0 | 2,861 | PowerShares DB Commodity Double Long ETN | No | Yes | No | |||||||||||
| MZZ |
MZZ US Equity | 0 | 2,362 | ProShares UltraShort MidCap400 | No | Yes | No | |||||||||||
| EWV |
EWV US Equity | 0 | 2,308 | ProShares UltraShort MSCI Japan | No | Yes | No | |||||||||||
| CWEB |
CWEB US Equity | 3 | 2,269 | Direxion Daily CSI China Internet Index Bull 2X Shares | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| UGE |
UGE US Equity | 114 | 2,069 | ProShares Ultra Consumer Goods | No | Yes | No | |||||||||||
| SAA |
SAA US Equity | 608 | 1,918 | ProShares Ultra SmallCap600 | No | Yes | No | |||||||||||
| UCC |
UCC US Equity | 186.00 | 1,885 | ProShares Ultra Consumer Services | No | Yes | No | |||||||||||
| FIEU |
FIEU US Equity | 0 | 1,830 | CS FI Enhanced Europe 50 ETN | No | Yes | No | |||||||||||
| YCL |
YCL US Equity | 1 | 1,787 | ProShares Ultra Yen | No | Yes | No | |||||||||||
| EFO |
EFO US Equity | 0 | 1,780 | ProShares Ultra MSCI EAFE | No | Yes | No | |||||||||||
| HYDD |
HYDD US Equity | 1 | 1,635 | Direxion Daily High Yield Bear 2X Shares | No | Yes | No | |||||||||||
| SMK |
SMK US Equity | 0 | 1,593 | ProShares UltraShort MSCI Mexico Capped IMI | No | Yes | No | |||||||||||
| UPV |
UPV US Equity | 0 | 1,572 | ProShares Ultra FTSE Europe | No | Yes | No | |||||||||||
| CROC |
CROC US Equity | 1 | 1,515 | ProShares UltraShort Australian Dollar | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| DRR |
DRR US Equity | 0 | 1,415 | Market Vectors Double Short Euro ETN | No | Yes | No | |||||||||||
| SPUU |
SPUU US Equity | 4 | 1,369 | Direxion Daily S&P 500 Bull 2X Shares | No | Yes | No | |||||||||||
| HAKK |
HAKK US Equity | 2 | 1,255 | Direxion Daily Cyber Security & IT Bull 2X Shares | No | Yes | No | |||||||||||
| EUFL |
EUFL US Equity | 3.00 | 1,119 | Direxion Daily European Financials Bull 2X Shares | No | Yes | No | |||||||||||
| RXD |
RXD US Equity | 0 | 998 | ProShares UltraShort Health Care | No | Yes | No | |||||||||||
| DULL |
DULL US Equity | 1.00 | 864 | Direxion Funds ETF | No | Yes | No | |||||||||||
| SDD |
SDD US Equity | 0 | 776 | ProShares UltraShort SmallCap600 | No | Yes | No | |||||||||||
| EZJ |
EZJ US Equity | 0 | 707 | ProShares Ultra MSCI Japan | No | Yes | No | |||||||||||
| LBDC |
LBDC US Equity | 0 | 703 | ETRACS 2x Monthly Leveraged Xxxxx Fargo BDC ETN Series B | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| BOM |
BOM US Equity | 0 | 668 | PowerShares DB Base Metals Double Short ETN | No | Yes | No | |||||||||||
| EFU |
EFU US Equity | — | 665 | ProShares UltraShort MSCI EAFE | No | Yes | No | |||||||||||
| REW |
REW US Equity | 0 | 655 | ProShares UltraShort Technology | No | Yes | No | |||||||||||
| SIJ |
SIJ US Equity | 0 | 637 | ProShares UltraShort Industrials | No | Yes | No | |||||||||||
| SPLX |
SPLX US Equity | 0 | 594 | ETRACS Monthly Reset 2xLeveraged S&P 500 Total Return ETN | No | Yes | No | |||||||||||
| SZK |
SZK US Equity | — | 579 | ProShares UltraShort Consumer Goods | No | Yes | No | |||||||||||
| URR |
URR US Equity | 0 | 418 | Market Vectors Double Long Euro ETN | No | Yes | No | |||||||||||
| UOP |
UOP US Equity | 62 | 407 | ProShares Ultra Oil & Gas Exploration & Production | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| FIBG |
FIBG US Equity | 0 | 307 | CS FI Enhanced Big Cap Growth ETN | No | Yes | No | |||||||||||
| SCC |
SCC US Equity | 0 | 297 | ProShares UltraShort Consumer Services | No | Yes | No | |||||||||||
| SMLL |
SMLL US Equity | 4 | 260 | Direxion Daily Small Cap Bull 2X Shares | No | Yes | No | |||||||||||
| SOP |
SOP US Equity | 0 | 235 | ProShares UltraShort Oil & Gas Exploration & Production | No | Yes | No | |||||||||||
| FIEG |
FIEG US Equity | 0 | 231 | FI Enhanced Global High Yield ETN Linked to MSCI World High Di | No | Yes | No | |||||||||||
| AGA |
AGA US Equity | — | 108 | PowerShares DB Agriculture Double Short ETN | No | Yes | No | |||||||||||
| UJB |
UJB US Equity | 1 | 106 | ProShares Ultra High Yield ETF | No | Yes | No | |||||||||||
| TPS |
TPS US Equity | 0 | 63 | ProShares UltraShort TIPS | No | Yes | No | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| EMLB |
EMLB US Equity | 0 | 2 | iPath Long Enhanced MSCI Emerging Markets Index ETN | No | Yes | No | |||||||||||
| XXX |
XXX US Equity | 0 | 2 | PowerShares DB Commodity Double Short ETN | No | Yes | No | |||||||||||
| EMSA |
EMSA US Equity | 0 | — | iPath Short Enhanced MSCI Emerging Markets Index ETN | No | Yes | No | |||||||||||
| HAKD |
HAKD US Equity | 0 | — | Direxion Daily Cyber Security & IT Bear 2X Shares | No | Yes | No | |||||||||||
| PILL |
PILL US Equity | 0 | — | Direxion Daily Pharmaceutical & Medical Bull 2X Shares | No | Yes | No | |||||||||||
| PILS |
PILS US Equity | 1 | — | Direxion Daily Pharmaceutical & Medical Bear 2X Shares | No | Yes | No | |||||||||||
| JNUG |
JNUG US Equity | 8 | 16,041,813 | Direxion Daily Junior Gold Miners Index Bull 3X Shares | No | No | Yes | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| NUGT |
NUGT US Equity | 6 | 11,026,000 | Direxion Daily Gold Miners Index Bull 3X Shares | No | No | Yes | |||||||||||
| TZA |
TZA US Equity | 4 | 10,397,792 | Direxion Small Cap Bear 3X Shares | No | No | Yes | |||||||||||
| DUST |
DUST US Equity | 3 | 8,930,595 | Direxion Daily Gold Miners Index Bear 3X Shares | No | No | Yes | |||||||||||
| XXXX |
XXXX US Equity | — | 7,496,454 | VelocityShares 3X Long Natural Gas ETN | No | No | Yes | |||||||||||
| TNA |
TNA US Equity | 6 | 6,275,234 | Direxion Small Cap Bull 3X Shares | No | No | Yes | |||||||||||
| DGAZ |
DGAZ US Equity | — | 5,924,060 | VelocityShares 3X Inverse Natural Gas ETN | No | No | Yes | |||||||||||
| SPXU |
SPXU US Equity | — | 4,582,198 | ProShares UltraPro Short S&P500 | No | No | Yes | |||||||||||
| JDST |
JDST US Equity | 4 | 4,299,272 | Direxion Daily Junior Gold Miners Index Bear 3X Shares | No | No | Yes | |||||||||||
| LABD |
LABD US Equity | 4 | 3,807,495 | Direxion Daily S&P Biotech Bear 3X Shares | No | No | Yes | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| FAS |
FAS US Equity | 248 | 3,430,894 | Direxion Financial Bull 3X Shares | No | No | Yes | |||||||||||
| SPXL |
SPXL US Equity | 5 | 2,850,508 | Direxion Daily S&P 500 Bull 3X Shares | No | No | Yes | |||||||||||
| SQQQ |
SQQQ US Equity | — | 2,496,493 | ProShares UltraPro Short QQQ | No | No | Yes | |||||||||||
| TQQQ |
TQQQ US Equity | 108 | 2,373,304 | ProShares UltraPro QQQ | No | No | Yes | |||||||||||
| ERX |
ERX US Equity | 6 | 2,283,003 | Direxion Energy Bull 3X Shares | No | No | Yes | |||||||||||
| FAZ |
FAZ US Equity | 3 | 2,164,109 | Direxion Financial Bear 3X Shares | No | No | Yes | |||||||||||
| USLV |
USLV US Equity | — | 1,867,382 | VelocityShares 3x Long Silver ETN linked to the S&P GSCI Silve | No | No | Yes | |||||||||||
| LABU |
LABU US Equity | 4 | 1,775,542 | Direxion Daily S&P Biotech Bull 3X Shares | No | No | Yes | |||||||||||
| UPRO |
UPRO US Equity | 512 | 1,564,307 | ProShares UltraPro S&P 500 | No | No | Yes | |||||||||||
| ERY |
ERY US Equity | 3 | 1,312,178 | Direxion Daily Energy Bear 3X Shares | No | No | Yes | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| SDOW |
SDOW US Equity | — | 1,040,898 | UltraPro Short Dow30 | No | No | Yes | |||||||||||
| SPXS |
SPXS US Equity | 5 | 860,967 | Direxion Daily S&P 500 Bear 3X | No | No | Yes | |||||||||||
| SRTY |
SRTY US Equity | — | 850,791 | ProShares UltraPro Short Russell2000 | No | No | Yes | |||||||||||
| DRIP |
DRIP US Equity | 4 | 827,979 | Direxion Daily S&P Oil & Gas Exp. & Prod. Bear 3X Shares | No | No | Yes | |||||||||||
| YINN |
YINN US Equity | 5 | 827,426 | Direxion Daily FTSE China Bull 3x Shares | No | No | Yes | |||||||||||
| GUSH |
GUSH US Equity | 5 | 816,582 | Direxion Daily S&P Oil & Gas Exp. & Prod. Bull 3X Shares | No | No | Yes | |||||||||||
| EDZ |
EDZ US Equity | 4 | 767,125 | Direxion Emerging Markets Bear 3X Shares | No | No | Yes | |||||||||||
| UGLD |
UGLD US Equity | — | 589,936 | VelocityShares 3x Long Gold ETN linked to the S&P GSCI Gold In | No | No | Yes | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| XXXX |
XXXX US Equity | 3 | 390,196 | Direxion Daily FTSE China Bear 3x Shares | No | No | Yes | |||||||||||
| EDC |
EDC US Equity | 4 | 347,003 | Direxion Emerging Markets Bull 3X Shares | No | No | Yes | |||||||||||
| RUSL |
RUSL US Equity | 5 | 310,347 | Direxion Daily Russia Bull 3x Shares | No | No | Yes | |||||||||||
| SOXL |
SOXL US Equity | 35 | 302,956 | Direxion Daily Semiconductor Bull 3x Shares | No | No | Yes | |||||||||||
| UDOW |
UDOW US Equity | 31 | 302,533 | ProShares UltraPro Dow30 | No | No | Yes | |||||||||||
| DSLV |
DSLV US Equity | — | 273,762 | VelocityShares 3x Inverse Silver ETN linked to S&P GSCI Silver | No | No | Yes | |||||||||||
| BRZU |
BRZU US Equity | 5 | 269,119 | Direxion Daily Brazil Bull 3X Shares | No | No | Yes | |||||||||||
| URTY |
URTY US Equity | 1,939 | 218,425 | ProShares UltraPro Russell2000 | No | No | Yes | |||||||||||
| DRN |
DRN US Equity | 4 | 177,888 | Direxion Daily Real Estate Bull 3x Shares | No | No | Yes | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| XXXX |
XXXX US Equity | 3 | 168,282 | Direxion Daily Russia Bear 3x Shares | No | No | Yes | |||||||||||
| SOXS |
SOXS US Equity | 4 | 165,709 | Direxion Daily Semiconductor Bear 3x Shares | No | No | Yes | |||||||||||
| CURE |
CURE US Equity | 4 | 136,961 | Direxion Daily Healthcare Bull 3X Shares | No | No | Yes | |||||||||||
| TECL |
TECL US Equity | 5 | 131,675 | Direxion Technology Bull 3X Shares | No | No | Yes | |||||||||||
| GASL |
GASL US Equity | 39 | 130,928 | Direxion Daily Natural Gas Related Bull 3X Shares | No | No | Yes | |||||||||||
| DGLD |
DGLD US Equity | — | 94,442 | VelocityShares 3x Inverse Gold ETN linked to S&P GSCI Gold Ind | No | No | Yes | |||||||||||
| TECS |
TECS US Equity | 4 | 88,552 | Direxion Technology Bear 3X Shares | No | No | Yes | |||||||||||
| UBIO |
UBIO US Equity | 164 | 87,237 | Proshares UltraPro Nasdaq Biotechnology | No | No | Yes | |||||||||||
| DRV |
DRV US Equity | 3 | 82,112 | Drexion Daily Real Estate Bear 3x Shares | No | No | Yes | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| INDL |
INDL US Equity | 4 | 49,699 | Direxion Daily MSCI India Bull 3x Shares | No | No | Yes | |||||||||||
| MIDU |
MIDU US Equity | 5 | 40,667 | Direxion Mid Cap Bull 3X Shares | No | No | Yes | |||||||||||
| DPST |
DPST US Equity | 4 | 34,969 | Direxion Daily Regional Banks Bull 3X Shares | No | No | Yes | |||||||||||
| EURL |
EURL US Equity | 4 | 34,227 | Direxion Daily FTSE Europe Bull 3x Shares | No | No | Yes | |||||||||||
| ZBIO |
ZBIO US Equity | — | 23,937 | ProShares UltraPro Short NASDAQ Biotechnology | No | No | Yes | |||||||||||
| RETL |
RETL US Equity | 4 | 22,971 | Direxion Daily Retail Bull 3X Shares ETF | No | No | Yes | |||||||||||
| GASX |
GASX US Equity | 3 | 19,772 | Direxion Daily Natural Gas Related Bear 3X Shares | No | No | Yes | |||||||||||
| XXXX |
XXXX US Equity | 66 | 13,782 | ProShares UltraPro Financial Select Sector | No | No | Yes | |||||||||||
| MIDZ |
MIDZ US Equity | 3 | 12,387 | Direxion Mid Cap Bear 3X Shares | No | No | Yes | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| LBJ |
LBJ US Equity | 5 | 10,909 | Direxion Daily Latin America 3x Bull Shares | No | No | Yes | |||||||||||
| NAIL |
NAIL US Equity | 4 | 9,246 | Direxion Daily Homebuilders & Supplies Bull 3X Shares | No | No | Yes | |||||||||||
| SMDD |
SMDD US Equity | — | 9,091 | UltraPro Short MidCap400 | No | No | Yes | |||||||||||
| DPK |
DPK US Equity | 3 | 6,992 | Direxion Developed Markets Bear 3x Shares | No | No | Yes | |||||||||||
| UMDD |
UMDD US Equity | 403 | 5,824 | UltraPro MidCap400 | No | No | Yes | |||||||||||
| KORU |
KORU US Equity | 3 | 5,041 | Direxion Daily South Korea Bull 3X Shares | No | No | Yes | |||||||||||
| DZK |
DZK US Equity | 4 | 4,115 | Direxion Developed Markets Bull 3x Shares | No | No | Yes | |||||||||||
| FINZ |
FINZ US Equity | — | 3,809 | ProShares UltraPro Short Financial Select Sector | No | No | Yes | |||||||||||
| JPNL |
JPNL US Equity | 4 | 3,556 | Direxion Daily Japan Bull 3X ETF | No | No | Yes | |||||||||||
| SYMBOL |
BLOOMBERG |
NUMBER OF HOLDINGS |
ADV (3M) | DESCRIPTION |
APPROVED |
LEVERAGED |
LEVERAGED | |||||||||||
| CLAW |
CLAW US Equity | 3 | 2,408 | Direxion Daily Homebuilders & Supplies Bear 3X Shares | No | No | Yes | |||||||||||
| WDRW |
WDRW US Equity | 3 | 1,657 | Direxion Daily Regional Banks Bear 3X Shares | No | No | Yes | |||||||||||
| SICK |
SICK US Equity | 3 | 1,535 | Direxion Daily Healthcare Bear 3X Shares | No | No | Yes | |||||||||||
| ROLA |
ROLA US Equity | — | 13 | iPath Long Extended Xxxxxxx 1000 TR Index ETN | No | No | Yes | |||||||||||
| SFLA |
SFLA US Equity | — | 10 | iPath Long Extended S&P 500 TR Index ETN | No | No | Yes | |||||||||||
| RTLA |
RTLA US Equity | — | 2 | iPath Short Extended Xxxxxxx 1000 TR Index ETN | No | No | Yes | |||||||||||
SCHEDULE 6.2
BORROWER AND SUBSIDIARIES
| Borrower Name* |
Owner |
Class of Equity |
Percentage Owned |
Jurisdiction of | ||||||
| KCG Americas LLC* |
KCG Strategic Holdings LLC |
Common Units | 100 | % | Delaware | |||||
| * | The Borrower has no Subsidiaries |
SCHEDULE 6.11
LITIGATION
The discussion of legal proceedings in (i) Item 1 of Part II of KCG Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended on March 31, 2017 and (ii) Item 3 of Part I of KCG Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 are incorporated herein by reference.
SCHEDULE 13.11
DISQUALIFIED ASSIGNEES
DRW Holdings, LLC
Infinium Capital Management, LLC
Xxxx Street Capital, LLC
Jump Trading, LLC
AQR Capital Management, LLC
X. X. Xxxx & Co., L.P.
Optiver
RGM Advisors, LLC
Tower Research Capital LLC
Quantlab Financial, LLC
IMC Group
Citadel LLC
Renaissance Technologies LLC
Two Sigma Investments, LLC
Hundson River Trading LLC
Xxxx Xxxxxxxxxxxx LLC
