Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to the Listing and Trading of the GraniteShares Gold Trust Under NYSE Arca Equities Rule 8.201, 24180-24185 [2017-10688]

Download as PDF 24180 Federal Register / Vol. 82, No. 100 / Thursday, May 25, 2017 / Notices designed to help effectively manage the Clearing Agencies’ risk exposures, including their credit exposure to participants, arising from their payment, clearing, and settlement processes, consistent with Rule 17Ad–22(e)(3)(i). Finally, the Commission believes that the proposal is consistent with Rule 17Ad–22(e)(18) under the Act, which requires, in part, that the Clearing Agencies ‘‘establish, implement, maintain and enforce written policies and procedures reasonably designed to . . . [e]stablish objective, risk-based, and publicly disclosed criteria for participation, which . . . require participants to have sufficient financial resources and robust operational capacity to meet obligations arising from participation in the clearing agency, and monitor compliance with such participation requirements on an ongoing basis.’’ 22 As described above, the proposal would provide more description regarding the Clearing Agencies’ authority to review additional reporting from members regarding their financial or operational condition and the financial information of any Indirect Member. Because such authority could enable the Clearing Agencies to better determine whether the member has sufficient financial resources and monitor compliance with the Clearing Agencies’ financial requirements on an ongoing basis, the Commission believes this requirement is consistent with Rule 17Ad–22(e)(18). III. Conclusion On the basis of the foregoing, the Commission finds that the Proposed Rule Changes are consistent with the requirements of the Act, in particular the requirements of Section 17A of the Act 23 and the rules and regulations promulgated thereunder. It is therefore ordered, pursuant to Section 19(b)(2) of the Act, that proposed rule changes SR–DTC–2017– 002, SR–FICC–2017–006, and SR– NSCC–2017–002 be and hereby are APPROVED as of the date of this order or the date of a notice by the Commission authorizing the Clearing Agencies to implement their advance notice proposals (SR–DTC–2017–801, SR–FICC–2017–804, and SR–NSCC– 2017–801) that are consistent with the Proposed Rule Changes, whichever is later.24 22 17 CFR 240.17Ad–22(e)(18). U.S.C. 78q–1. 24 In approving the proposed rule change, the Commission considered the proposals’ impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 23 15 VerDate Sep<11>2014 18:04 May 24, 2017 Jkt 241001 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.25 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–10690 Filed 5–24–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–80730; File No. SR– NYSEArca–2017–55] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change Relating to the Listing and Trading of the GraniteShares Gold Trust Under NYSE Arca Equities Rule 8.201 May 19, 2017. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on May 8, 2017, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to list and trade shares of the GraniteShares Gold Trust under NYSE Arca Equities Rule 8.201. The proposed change is available on the Exchange’s Web site at www.nyse.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. 25 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00086 Fmt 4703 Sfmt 4703 A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to list and trade shares (‘‘Shares’’) of the GraniteShares Gold Trust (‘‘Trust’’), under NYSE Arca Equities Rule 8.201.4 Under NYSE Arca Equities Rule 8.201, the Exchange may propose to list and/ or trade pursuant to unlisted trading privileges (‘‘UTP’’) ‘‘Commodity-Based Trust Shares.5 The Trust will not be registered as an investment company under the Investment Company Act of 1940, as amended,6 and is not required to register under such act. The Trust is not a commodity pool for purposes of the Commodity Exchange Act, as amended.7 The Sponsor of the Trust is GraniteShares LLC, a Delaware limited liability company. The Bank of New York Mellon is the trustee of the Trust (the ‘‘Trustee’’) 8 and ICBC Standard Bank PLC is the custodian of the Trust (the ‘‘Custodian’’).9 4 On January 3, 2017, the Trust submitted to the Commission its draft registration statement on Form S–1 (the ‘‘Registration Statement’’) under the Securities Act of 1933 (15 U.S.C. 77a) (‘‘Securities Act’’). The Jumpstart Our Business Startups Act, enacted on April 5, 2012, added Section 6(e) to the Securities Act. Section 6(e) of the Securities Act provides that an ‘‘emerging growth company’’ may confidentially submit to the Commission a draft registration statement for confidential, non-public review by the Commission staff prior to public filing, provided that the initial confidential submission and all amendments thereto shall be publicly filed not later than 21 days before the date on which the issuer conducts a road show, as such term is defined in Securities Act Rule 433(h)(4). An emerging growth company is defined in Section 2(a)(19) of the Securities Act as an issuer with less than $1,000,000,000 total annual gross revenues during its most recently completed fiscal year. The Trust meets the definition of an emerging growth company and consequently has submitted its Form S–1 Registration Statement on a confidential basis with the Commission. 5 Commodity-Based Trust Shares are securities issued by a trust that represents investors’ discrete identifiable and undivided beneficial ownership interest in the commodities deposited into the Trust. 6 15 U.S.C. 80a–1. 7 17 U.S.C. 1. 8 The Trustee is responsible for the day-to-day administration of the Trust. The responsibilities of the Trustee include (1) processing orders for the creation and redemption of Baskets; (2) coordinating with the Custodian the receipt and delivery of gold transferred to, or by, the Trust in connection with each issuance and redemption of Baskets; (3) calculating the net asset value of the Trust on each business day; and (4) selling the Trust’s gold as needed to cover the Trust’s expenses. The Trust does not have a Board of Directors or persons acting in a similar capacity. 9 The Custodian is responsible for safekeeping the gold owned by the Trust. The Custodian is appointed by the Trustee and is responsible to the Trustee only. The Custodian will facilitate the transfer of gold in and out of the Trust (i) through E:\FR\FM\25MYN1.SGM 25MYN1 Federal Register / Vol. 82, No. 100 / Thursday, May 25, 2017 / Notices The Commission has previously approved listing on the Exchange under NYSE Arca Equities Rules 5.2(j)(5) and 8.201 of other precious metals and goldbased commodity trusts, including the Merk Gold Trust; 10 ETFS Gold Trust,11 ETFS Platinum Trust 12 and ETFS Palladium Trust (collectively, the ‘‘ETFS Trusts’’); 13APMEX Physical-1 oz. Gold Redeemable Trust; 14 Sprott Gold Trust; 15 SPDR Gold Trust (formerly, streetTRACKS Gold Trust); iShares Silver Trust; 16 iShares COMEX Gold Trust; 17 and Long Dollar Gold Trust.18 Prior to their listing on the Exchange, the Commission approved listing of the streetTRACKS Gold Trust on the New York Stock Exchange (‘‘NYSE’’) 19 and listing of iShares COMEX Gold Trust and iShares Silver Trust on the American Stock Exchange the unallocated gold accounts it may maintain for each Authorized Participant or unallocated gold accounts that may be maintained for an Authorized Participant by another gold clearing bank, and (ii) through the unallocated gold accounts it will maintain for the Trust. The Custodian is responsible for allocating specific bars of gold to the Trust Allocated Account. As used herein, ‘‘Trust Allocated Account’’ means the loco London gold account established in the name of the Trustee and maintained for the benefit of the Trust by the Custodian on an allocated basis pursuant to a written custody agreement between the Trustee and the Custodian. The Custodian will provide the Trustee with regular reports detailing the gold transfers in and out of the Trust Unallocated Account with the Custodian and identifying the gold bars held in the Trust Allocated Account. 10 Securities Exchange Act Release No. 71378 (January 23, 2014), 79 FR 4786 (January 29, 2014) (SR–NYSEArca–2013–137). 11 Securities Exchange Act Release No. 59895 (May 8, 2009), 74 FR 22993 (May 15, 2009) (SR– NYSEArca–2009–40). 12 Securities Exchange Act Release No. 61219 (December 22, 2009), 74 FR 68886 (December 29, 2009) (SR–NYSEArca–2009–95). 13 Securities Exchange Act Release No. 61220 (December 22, 2009), 74 FR 68895 (December 29, 2009) (SR–NYSEArca–2009–94). 14 Securities Exchange Act Release No 66930 (May 7, 2012), 77 FR 27817 (May 11, 2012) (SR– NYSEArca–2012–18) 15 Securities Exchange Act Release No. 61496 (February 4, 2010), 75 FR 6758 (February 10, 2010) (SR–NYSEArca–2009–113). 16 See Securities Exchange Act Release No. 58956 (November 14, 2008), 73 FR 71074 (November 24, 2008) (SR–NYSEArca–2008–124) (approving listing on the Exchange of the iShares Silver Trust)). 17 See Securities Exchange Act Release No.56224 (August 8, 2007), 72 FR 45850 (August 15, 2007) (SR–NYSEArca–2007–76) (approving listing on the Exchange of the street TRACKS Gold Trust); Securities Exchange Act Release No. 56041 (July 11, 2007), 72 FR 39114 (July 17, 2007) (SR–NYSEArca– 2007–43) (order approving listing on the Exchange of iShares COMEX Gold Trust). 18 See Securities Exchange Act Release No. 79518 (December 9, 2016), 81 FR 90876 (December 15, 2016) (SR–NYSEArca–2016–84) (order approving listing and trading of shares of the Long Dollar Gold Trust). 19 See Securities Exchange Act Release No. 50603 (October 28, 2004), 69 FR 64614 (November 5, 2004) (SR–NYSE–2004–22) (order approving listing of street TRACKS Gold Trust on NYSE). VerDate Sep<11>2014 18:04 May 24, 2017 Jkt 241001 LLC.20 In addition, the Commission has approved trading of the streetTRACKS Gold Trust and iShares Silver Trust on the Exchange pursuant to UTP.21 The Exchange represents that the Shares satisfy the requirements of NYSE Arca Equities Rule 8.201 and thereby qualify for listing on the Exchange.22 Operation of the Trust 23 The investment objective of the Trust will be for the Shares to reflect the performance of the price of gold, less the expenses and liabilities of the Trust. The Trust will issue Shares which represent units of fractional undivided beneficial interest in and ownership of the Trust. The Trust will not trade in gold futures, options or swap contracts on any futures exchange or over the counter (‘‘OTC’’). The Trust will not hold or trade in commodity futures contracts, ‘‘commodity interests’’, or any other instruments regulated by the Commodities Exchange Act. The Trust will take delivery of physical gold that complies with the London Bullion Markets Association (‘‘LBMA’’) gold delivery rules. The Shares are intended to constitute a simple and cost-effective means of making an investment similar to an investment in gold. Although the Shares are not the exact equivalent of an investment in gold, they are intended to provide investors with an alternative that allows a level of participation in the gold market through the securities market. Operation of the Gold Market The global trade in gold consists of OTC transactions in spot, forwards, and options and other derivatives, together with exchange-traded futures and options. The OTC gold market includes spot, forward, and option and other 20 See Securities Exchange Act Release Nos. 51058 (January 19, 2005), 70 FR 3749 (January 26, 2005) (SR–Amex–2004–38) (order approving listing of iShares COMEX Gold Trust on the American Stock Exchange LLC); 53521 (March 20, 2006), 71 FR 14967 (March 24, 2006) (SR–Amex–2005–72) (approving listing on the American Stock Exchange LLC of the iShares Silver Trust). 21 See Securities Exchange Act Release Nos. 53520 (March 20, 2006), 71 FR 14977 (March 24, 2006) (SR–PCX–2005–117) (approving trading on the Exchange pursuant to UTP of the iShares Silver Trust); 51245 (February 23, 2005), 70 FR 10731 (March 4, 2005) (SR–PCX–2004–117) (approving trading on the Exchange of the streetTRACKS Gold Trust pursuant to UTP). 22 With respect to the application of Rule 10A– 3 (17 CFR 240.10A–3) under the Act, the Trust relies on the exemption contained in Rule 10A– 3(c)(7). 23 The description of the operation of the Trust, the Shares and the gold market contained herein are based, in part, on the Registration Statement. See note 4, supra. PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 24181 derivative transactions conducted on a principal-to-principal basis. While this is a global, nearly 24-hour per day market, its main centers are London, New York, and Zurich. According to the Registration Statement, most OTC market trades are cleared through London. The LBMA plays an important role in setting OTC gold trading industry standards. A London Good Delivery Bar (as described below), which is acceptable for settlement of any OTC transaction, will be acceptable for delivery to the Trust in connection with the issuance of Baskets. The most significant gold futures exchange in the U.S. is COMEX, operated by Commodities Exchange, Inc., a subsidiary of New York Mercantile Exchange, Inc., and a subsidiary of the Chicago Mercantile Exchange Group (the ‘‘CME Group’’). Other commodity exchanges include the Tokyo Commodity Exchange (‘‘TOCOM’’), the Multi Commodity Exchange Of India (‘‘MCX’’), the Shanghai Futures Exchange, ICE Futures US (the ‘‘ICE’’), and the Dubai Gold & Commodities Exchange. The London Gold Bullion Market According to the Registration Statement, most trading in physical gold is conducted on the OTC market, predominantly in London. LBMA coordinates various OTC-market activities, including clearing and vaulting, acts as the principal intermediary between physical gold market participants and the relevant regulators, promotes good trading practices and develops standard market documentation. In addition, the LBMA promotes refining standards for the gold market by maintaining the ‘‘London Good Delivery List,’’ which identifies refiners of gold that have been approved by the LBMA. In the OTC market, gold bars that meet the specifications for weight, dimensions, fineness (or purity), identifying marks (including the assay stamp of an LBMA-acceptable refiner) and appearance described in ‘‘The Good Delivery Rules for Gold and Silver Bars’’ published by the LBMA are referred to as ‘‘London Good Delivery Bars.’’ A London Good Delivery Bar (typically called a ‘‘400 ounce bar’’) must contain between 350 and 430 fine troy ounces of gold (1 troy ounce = 31.1034768 grams), with a minimum fineness (or purity) of 995 parts per 1000 (99.5%), be of good appearance and be easy to handle and stack. The fine gold content of a gold bar is calculated by multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar. A London E:\FR\FM\25MYN1.SGM 25MYN1 24182 Federal Register / Vol. 82, No. 100 / Thursday, May 25, 2017 / Notices Good Delivery Bar must also bear the stamp of one of the refiners identified on the London Good Delivery List. Following the enactment of the Financial Markets Act 2012, the Prudential Regulation Authority of the Bank of England is responsible for regulating most of the financial firms that are active in the bullion market, and the Financial Conduct Authority is responsible for consumer and competition issues. Trading in spot, forwards and wholesale deposits in the bullion market is subject to the NonInvestment Products (‘‘NIPS’’) Code adopted by market participants.24 Creation and Redemption of Shares The Trust will create and redeem Shares on a continuous basis in one or more blocks of 10,000 Shares (a block of 10,000 Shares is called a ‘‘Basket’’). As described below, the Trust will issue Shares in Baskets to certain authorized participants (‘‘Authorized Participants’’) on an ongoing basis. Baskets of Shares will only be issued or redeemed in exchange for an amount of gold determined by the Trustee on each day that the Exchange is open for regular trading. No Shares will be issued unless the Custodian has allocated to the Trust’s account the corresponding amount of gold. Initially, a Basket will require delivery of 1,000 fine ounces of gold. The amount of gold necessary for the creation of a Basket, or to be received upon redemption of a Basket, will decrease over the life of the Trust, due to the payment or accrual of fees and other expenses or liabilities payable by the Trust. Baskets may be created or redeemed only by Authorized Participants. Orders must be placed by 3:59 p.m. Eastern Time (‘‘E.T.’’). The day on which a Trust receives a valid purchase or redemption order is the order date. Each Authorized Participant must be a registered broker-dealer, a participant in Depository Trust Corporation (‘‘DTC’’), have entered into an agreement with the Trustee (the ‘‘Authorized Participant Agreement’’) and be in a position to transfer gold to, and take delivery of gold from, the Custodian through one or more gold accounts. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of gold in connection with such creations or redemptions. According to the Registration Statement, Authorized Participants, 24 The NIPS Code is available at http:// www.bankofengland.co.uk/markets/Documents/ forex/fxjsc/nipscode1111.pdf. VerDate Sep<11>2014 18:04 May 24, 2017 Jkt 241001 acting on authority of the registered holder of Shares, may surrender Baskets of Shares in exchange for the corresponding Basket Amount announced by the Trustee. Upon surrender of such Shares and payment of the Trustee’s applicable fee and of any expenses, taxes or charges (such as stamp taxes or stock transfer taxes or fees), the Trustee will deliver to the order of the redeeming Authorized Participant the amount of gold corresponding to the redeemed Baskets. Shares can only be surrendered for redemption in Baskets of 10,000 Shares each. Before surrendering Baskets of Shares for redemption, an Authorized Participant must deliver to the Trustee a written request indicating the number of Baskets it intends to redeem and the location where it would like to take delivery of the gold represented by such Baskets. The date the Trustee receives that order determines the Basket Amount to be received in exchange. However, orders received by the Trustee after 3:59 p.m. Eastern Time (‘‘E.T.’’) will be rejected. The redemption distribution from the Trust will consist of a credit to the redeeming Authorized Participant’s unallocated account representing the amount of the gold held by the Trust evidenced by the Shares being redeemed as of the date of the redemption order. Net Asset Value The NAV of the Trust will be calculated by subtracting the Trust’s expenses and liabilities on any day from the value of the gold owned by the Trust on that day; the NAV per Share will be obtained by dividing the NAV of the Trust on a given day by the number of Shares outstanding on that day. On each day on which the Exchange is open for regular trading, the Trustee will determine the NAV as promptly as practicable after 4:00 p.m. E.T. The Trustee will value the Trust’s gold on the basis of LBMA Gold Price PM. If there is no LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced LBMA Gold Price or another publicly available price as instructed by the Sponsor based on the Sponsor’s determination that it fairly represents the value of the gold held by the Trust. The NAV per Share will be calculated by taking the current price of the Trust’s total assets, subtracting any liabilities, and dividing by the total number of Shares outstanding. The offering of the Trust’s Shares is a ‘‘best efforts’’ offering, which means that the Authorized Participants are not required PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 to purchase a specific number or dollar amount of Shares. Authorized Participants will not receive from the Sponsor, the Trust or any affiliates any fee or other compensation in connection with the offering of the Shares. Secondary Market Trading While the Trust seeks to reflect generally the performance of the price of gold less the Trust’s expenses and liabilities, Shares may trade at, above or below their NAV. The NAV of Shares will fluctuate with changes in the market value of the Trust’s assets. The trading prices of Shares will fluctuate in accordance with changes in their NAV as well as market supply and demand. The amount of the discount or premium in the trading price relative to the NAV may be influenced by non-concurrent trading hours between the major gold markets and the Exchange. While the Shares trade on the Exchange until 4:00 p.m. E.T., liquidity in the market for gold may be reduced after the close of the major world gold markets, including London, Zurich and COMEX. As a result, during this time, trading spreads, and the resulting premium or discount, on Shares may widen. Availability of Information Regarding Gold Currently, the Consolidated Tape Plan does not provide for dissemination of the spot price of a commodity such as gold over the Consolidated Tape. However, there will be disseminated over the Consolidated Tape the last sale price for the Shares, as is the case for all equity securities traded on the Exchange (including exchange-traded funds). In addition, there is a considerable amount of information about gold and gold markets available on public Web sites and through professional and subscription services. Investors may obtain gold pricing information on a 24-hour basis based on the spot price for an ounce of Gold from various financial information service providers, such as Reuters and Bloomberg. Reuters and Bloomberg, for example, provide at no charge on their Web sites delayed information regarding the spot price of Gold and last sale prices of Gold futures, as well as information about news and developments in the gold market. Reuters and Bloomberg also offer a professional service to subscribers for a fee that provides information on Gold prices directly from market participants. Complete realtime data for Gold futures and options prices traded on the COMEX are available by subscription from Reuters and Bloomberg. There are a variety of E:\FR\FM\25MYN1.SGM 25MYN1 Federal Register / Vol. 82, No. 100 / Thursday, May 25, 2017 / Notices other public Web sites providing information on gold, ranging from those specializing in precious metals to sites maintained by major newspapers. In addition, the LBMA Gold Price is publicly available at no charge at www.lbma.org.uk. Availability of Information The intraday indicative value (‘‘IIV’’) per Share for the Shares will be disseminated by one or more major market data vendors. The IIV will be calculated based on the amount of gold held by the Trust and a price of gold derived from updated bids and offers indicative of the spot price of gold.25 The Web site for the Trust (www.graniteshares.com) will contain the following information, on a per Share basis, for the Trust: (a) The midpoint of the bid-ask price 26 at the close of trading (‘‘Bid/Ask Price’’), and a calculation of the premium or discount of such price against such NAV; and (b) data in chart format displaying the frequency distribution of discounts and premiums of the Bid/Ask Price against the NAV, within appropriate ranges, for each of the four previous calendar quarters. The Web site for the Trust will also provide the Trust’s prospectus. Finally, the Trust’s Web site will provide the last sale price of the Shares as traded in the U.S. market. In addition, information regarding market price and trading volume of the Shares will be continually available on a realtime basis throughout the day on brokers’ computer screens and other electronic services. Information regarding the previous day’s closing price and trading volume information for the Shares will be published daily in the financial section of newspapers. Criteria for Initial and Continued Listing The Trust will be subject to the criteria in NYSE Arca Equities Rule 8.201(e) for initial and continued listing of the Shares. A minimum of two Baskets or 20,000 Shares will be required to be outstanding at the start of trading, which is equivalent to 2,000 fine ounces of gold or about $2.4m as of April 2017. The Exchange believes that the anticipated minimum number of Shares outstanding at the start of trading is sufficient to provide adequate market liquidity. 25 The IIV on a per Share basis disseminated during the Core Trading Session should not be viewed as a real-time update of the NAV, which is calculated once a day. 26 The bid-ask price of the Shares will be determined using the highest bid and lowest offer on the Consolidated Tape as of the time of calculation of the closing day NAV. VerDate Sep<11>2014 18:04 May 24, 2017 Jkt 241001 Trading Rules The Exchange deems the Shares to be equity securities, thus rendering trading in the Trust subject to the Exchange’s existing rules governing the trading of equity securities. Trading in the Shares on the Exchange will occur in accordance with NYSE Arca Equities Rule 7.34(a). The Exchange has appropriate rules to facilitate transactions in the Shares during all trading sessions. As provided in NYSE Arca Equities Rule 7.6, Commentary .03, the minimum price variation (‘‘MPV’’) for quoting and entry of orders in equity securities traded on the NYSE Arca Marketplace is $0.01, with the exception of securities that are priced less than $1.00 for which the MPV for order entry is $0.0001. Further, NYSE Arca Equities Rule 8.201 sets forth certain restrictions on ETP Holders acting as registered Market Makers in the Shares to facilitate surveillance. Under NYSE Arca Equities Rule 8.201(g), an ETP Holder acting as a registered Market Maker in the Shares is required to provide the Exchange with information relating to its trading in the underlying gold, related futures or options on futures, or any other related derivatives. Commentary .04 of NYSE Arca Equities Rule 6.3 requires an ETP Holder acting as a registered Market Maker, and its affiliates, in the Shares to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of any material nonpublic information with respect to such products, any components of the related products, any physical asset or commodity underlying the product, applicable currencies, underlying indexes, related futures or options on futures, and any related derivative instruments (including the Shares). As a general matter, the Exchange has regulatory jurisdiction over its ETP Holders and their associated persons, which include any person or entity controlling an ETP Holder. A subsidiary or affiliate of an ETP Holder that does business only in commodities or futures contracts would not be subject to Exchange jurisdiction, but the Exchange could obtain information regarding the activities of such subsidiary or affiliate through surveillance sharing agreements with regulatory organizations of which such subsidiary or affiliate is a member. With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Shares. Trading on the Exchange in the Shares may be halted because of market conditions or for reasons that, in the PO 00000 Frm 00089 Fmt 4703 Sfmt 4703 24183 view of the Exchange, make trading in the Shares inadvisable. These may include: (1) The extent to which conditions in the underlying gold market have caused disruptions and/or lack of trading, or (2) whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. In addition, trading in Shares will be subject to trading halts caused by extraordinary market volatility pursuant to the Exchange’s ‘‘circuit breaker’’ rule.27 The Exchange will halt trading in the Shares if the NAV of the Trust is not calculated or disseminated daily. The Exchange may halt trading during the day in which an interruption occurs to the dissemination of the IIV, as described above. If the interruption to the dissemination of the IIV persists past the trading day in which it occurs, the Exchange will halt trading no later than the beginning of the trading day following the interruption. Surveillance The Exchange represents that trading in the Shares will be subject to the existing trading surveillances administered by the Exchange, as well as cross-market surveillances administered by the Financial Industry Regulatory Authority (‘‘FINRA’’) on behalf of the Exchange, which are designed to detect violations of Exchange rules and applicable federal securities laws.28 The Exchange represents that these procedures are adequate to properly monitor Exchange trading of the Shares in all trading sessions and to deter and detect violations of Exchange rules and federal securities laws applicable to trading on the Exchange. The surveillances referred to above generally focus on detecting securities trading outside their normal patterns, which could be indicative of manipulative or other violative activity. When such situations are detected, surveillance analysis follows and investigations are opened, where appropriate, to review the behavior of all relevant parties for all relevant trading violations. The Exchange or FINRA, on behalf of the Exchange, or both, will communicate as needed regarding trading in the Shares with other markets and other entities that are members of the ISG, and the Exchange or FINRA, on behalf of the Exchange, or both, may 27 See NYSE Arca Equities Rule 7.12. conducts cross-market surveillances on behalf of the Exchange pursuant to a regulatory services agreement. The Exchange is responsible for FINRA’s performance under this regulatory services agreement. 28 FINRA E:\FR\FM\25MYN1.SGM 25MYN1 24184 Federal Register / Vol. 82, No. 100 / Thursday, May 25, 2017 / Notices obtain trading information regarding trading in the Shares from such markets and other entities. In addition, the Exchange may obtain information regarding trading in the Shares from markets and other entities that are members of ISG or with which the Exchange has in place a comprehensive surveillance sharing agreement.29 Also, pursuant to NYSE Arca Equities Rule 8.201(g), the Exchange is able to obtain information regarding trading in the Shares and the underlying gold, gold futures contracts, options on gold futures, or any other gold derivative, through ETP Holders acting as registered Market Makers, in connection with such ETP Holders’ proprietary or customer trades through ETP Holders which they effect on any relevant market. In addition, the Exchange also has a general policy prohibiting the distribution of material, non-public information by its employees. All statements and representations made in this filing regarding (a) the description of the portfolio, (b) limitations on portfolio holdings or reference assets, or (c) the applicability of Exchange listing rules specified in this rule filing shall constitute continued listing requirements for listing the Shares of the Trust on the Exchange. The issuer has represented to the Exchange that it will advise the Exchange of any failure by the Trust to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Act, the Exchange will monitor for compliance with the continued listing requirements. If the Trust is not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under NYSE Arca Equities Rule 5.5(m). Information Bulletin Prior to the commencement of trading, the Exchange will inform its ETP Holders in an Information Bulletin of the special characteristics and risks associated with trading the Shares. Specifically, the Information Bulletin will discuss the following: (1) The procedures for purchases and redemptions of Shares in Baskets (including noting that Shares are not individually redeemable); (2) NYSE Arca Equities Rule 9.2(a), which imposes a duty of due diligence on its ETP Holders to learn the essential facts relating to every customer prior to trading the Shares; (3) how information 29 For a list of the current members of ISG, see www.isgportal.org. VerDate Sep<11>2014 18:04 May 24, 2017 Jkt 241001 regarding the IIV is disseminated; (4) the requirement that ETP Holders deliver a prospectus to investors purchasing newly issued Shares prior to or concurrently with the confirmation of a transaction; (5) the possibility that trading spreads and the resulting premium or discount on the Shares may widen as a result of reduced liquidity of gold trading during the Core and Late Trading Sessions after the close of the major world gold markets; and (6) trading information. For example, the Information Bulletin will advise ETP Holders, prior to the commencement of trading, of the prospectus delivery requirements applicable to the Trust. The Exchange notes that investors purchasing Shares directly from the Trust (by delivery of the Creation Basket Deposit) will receive a prospectus. ETP Holders purchasing Shares from the Trust for resale to investors will deliver a prospectus to such investors. In addition, the Information Bulletin will reference that the Trust is subject to various fees and expenses as will be described in the Registration Statement. The Information Bulletin will also reference the fact that there is no regulated source of last sale information regarding physical gold, that the Commission has no jurisdiction over the trading of gold as a physical commodity, and that the CFTC has regulatory jurisdiction over the trading of gold futures contracts and options on gold futures contracts. The Information Bulletin will also discuss any relief, if granted, by the Commission or the staff from any rules under the Act. 2. Statutory Basis The basis under the Act for this proposed rule change is the requirement under Section 6(b)(5) 30 that an exchange have rules that are designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to, and perfect the mechanism of a free and open market and, in general, to protect investors and the public interest. The Exchange believes that the proposed rule change is designed to prevent fraudulent and manipulative acts and practices in that the Shares will be listed and traded on the Exchange pursuant to the initial and continued listing criteria in NYSE Arca Equities Rule 8.201. The Exchange has in place surveillance procedures that are adequate to properly monitor trading in the Shares in all trading sessions and to deter and detect violations of Exchange 30 15 PO 00000 U.S.C. 78f(b)(5). Frm 00090 Fmt 4703 Sfmt 4703 rules and applicable federal securities laws. The Exchange 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. The proposed rule change is designed to promote just and equitable principles of trade and to protect investors and the public interest in that there is a considerable amount of gold price and gold market information available on public Web sites and through professional and subscription services. Investors may obtain on a 24-hour basis gold pricing information based on the spot price for an ounce of gold from various financial information service providers. Investors may obtain gold pricing information based on the spot price for an ounce of gold from various financial information service providers. Current spot prices also are generally available with bid/ask spreads from gold bullion dealers. In addition, the Trust’s Web site will provide pricing information for gold spot prices and the Shares. Market prices for the Shares will be available from a variety of sources including brokerage firms, information Web sites and other information service providers. The NAV of the Trust will be published by the Sponsor on each day that the NYSE Arca is open for regular trading and will be posted on the Trust’s Web site. The IIV relating to the Shares will be widely disseminated by one or more major market data vendors at least every 15 seconds during the Core Trading Session. In addition, the LBMA Gold Price is publicly available at no charge at www.lbma.org.uk. The Trust’s Web site will also provide the Trust’s prospectus, as well as the two most recent reports to stockholders. In addition, information regarding market price and trading volume of the Shares will be continually available on a realtime basis throughout the day on brokers’ computer screens and other electronic services. Information regarding the previous day’s closing price and trading volume information for the Shares will be published daily in the financial section of newspapers. 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 an additional type of exchange-traded product 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 E:\FR\FM\25MYN1.SGM 25MYN1 Federal Register / Vol. 82, No. 100 / Thursday, May 25, 2017 / Notices exchanges that are members of ISG or with which the Exchange has entered into a comprehensive surveillance sharing agreement. In addition, as noted above, investors will have ready access to information regarding gold pricing. 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 purposes of the Act. The Exchange believes the proposed rule change will enhance competition by accommodating Exchange trading of an additional exchange-traded product relating to physical gold. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– NYSEArca–2017–55 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. 18:04 May 24, 2017 Jkt 241001 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.31 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–10688 Filed 5–24–17; 8:45 am] BILLING CODE 8011–01–P 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: VerDate Sep<11>2014 All submissions should refer to File Number SR–NYSEArca–2017–55. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR– NYSEArca–2017–55, and should be submitted on or before June 15, 2017. SECURITIES AND EXCHANGE COMMISSION [Release No. 34–80729; File No. SR– NYSEArca–2017–06] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 2 to a Proposed Rule Change Relating to the Listing and Trading of Shares of the Bitcoin Investment Trust Under NYSE Arca Equities Rule 8.201 May 19, 2017. On January 25, 2017, NYSE Arca, Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant 31 17 PO 00000 to section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to list and trade shares of the Bitcoin Investment Trust under NYSE Arca Equities Rule 8.201. The proposed rule change was published for comment in the Federal Register on February 9, 2017.3 On March 22, 2017, pursuant to section 19(b)(2) of the Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to approve or disapprove the proposed rule change.5 On April 6, 2017, the Exchange filed with the Commission Amendment No. 1 to the proposed rule change. On April 21, 2017, the Commission published notice of Amendment No. 1 and instituted proceedings to determine whether to approve or disapprove the proposed rule change, as modified by Amendment No. 1.6 The Commission has received four comment letters on the proposed rule change.7 On May 11, 2017, the Exchange filed with the Commission Amendment No. 2 to 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, as modified by Amendment No. 2, from interested persons.8 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 79955 (Feb. 3, 2017), 82 FR 10086 (Feb. 9, 2017). 4 15 U.S.C. 78s(b)(2). 5 See Securities Exchange Act Release No. 80297 (Mar. 22, 2017), 82 FR 15408 (Mar. 28, 2017). 6 See Securities Exchange Act Release No. 80502 (Apr. 21, 2017), 82 FR 19398 (Apr. 27, 2017) (‘‘Order Instituting Proceedings’’). 7 See Letters from Joseph Stephen White (Feb. 5, 2017); Anonymous (Feb. 8, 2017); Mark T. Williams, Finance Professor, Boston University (Mar. 13, 2017); Clark J. Haley (Apr. 17, 2017). All comments on the proposed rule change are available on the Commission’s Web site at https:// www.sec.gov/comments/sr-nysearca-2017-06/ nysearca201706.htm. 8 In Amendment No. 2, the Exchange, among other things: (a) Noted the filing, on May 4, 2017, of Amendment No. 2 to its Registration Statement (as defined below) (see section II.A.1, infra (note 10 under heading ‘‘Purpose’’); (b) updated information relating to the components of the XBX Index and trade volumes thereon (see section II.A.1, infra (discussion in subheading ‘‘Bitcoin Exchanges’’)); (c) revised information and statistics relating to the trading volumes on, and market shares of, the largest U.S. dollar denominated bitcoin exchanges (see section II.A.1, infra (table entitled ‘‘Eight Largest U.S. Dollar-Denominated Bitcoin Exchanges by Trade Volume’’ under subheading ‘‘Bitcoin Exchanges’’)); and (d) added or modified information relating to in-kind and in-cash creation and redemption of Shares (as defined below) (see 2 17 CFR 200.30–3(a)(12). Frm 00091 Fmt 4703 Sfmt 4703 24185 Continued E:\FR\FM\25MYN1.SGM 25MYN1

Agencies

[Federal Register Volume 82, Number 100 (Thursday, May 25, 2017)]
[Notices]
[Pages 24180-24185]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-10688]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80730; File No. SR-NYSEArca-2017-55]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change Relating to the Listing and Trading of the 
GraniteShares Gold Trust Under NYSE Arca Equities Rule 8.201

May 19, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on May 8, 2017, NYSE Arca, Inc. (the ``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the GraniteShares 
Gold Trust under NYSE Arca Equities Rule 8.201. The proposed change is 
available on the Exchange's Web site at www.nyse.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

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

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
GraniteShares Gold Trust (``Trust''), under NYSE Arca Equities Rule 
8.201.\4\ Under NYSE Arca Equities Rule 8.201, the Exchange may propose 
to list and/or trade pursuant to unlisted trading privileges (``UTP'') 
``Commodity-Based Trust Shares.\5\
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    \4\ On January 3, 2017, the Trust submitted to the Commission 
its draft registration statement on Form S-1 (the ``Registration 
Statement'') under the Securities Act of 1933 (15 U.S.C. 77a) 
(``Securities Act''). The Jumpstart Our Business Startups Act, 
enacted on April 5, 2012, added Section 6(e) to the Securities Act. 
Section 6(e) of the Securities Act provides that an ``emerging 
growth company'' may confidentially submit to the Commission a draft 
registration statement for confidential, non-public review by the 
Commission staff prior to public filing, provided that the initial 
confidential submission and all amendments thereto shall be publicly 
filed not later than 21 days before the date on which the issuer 
conducts a road show, as such term is defined in Securities Act Rule 
433(h)(4). An emerging growth company is defined in Section 2(a)(19) 
of the Securities Act as an issuer with less than $1,000,000,000 
total annual gross revenues during its most recently completed 
fiscal year. The Trust meets the definition of an emerging growth 
company and consequently has submitted its Form S-1 Registration 
Statement on a confidential basis with the Commission.
    \5\ Commodity-Based Trust Shares are securities issued by a 
trust that represents investors' discrete identifiable and undivided 
beneficial ownership interest in the commodities deposited into the 
Trust.
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    The Trust will not be registered as an investment company under the 
Investment Company Act of 1940, as amended,\6\ and is not required to 
register under such act. The Trust is not a commodity pool for purposes 
of the Commodity Exchange Act, as amended.\7\
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    \6\ 15 U.S.C. 80a-1.
    \7\ 17 U.S.C. 1.
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    The Sponsor of the Trust is GraniteShares LLC, a Delaware limited 
liability company. The Bank of New York Mellon is the trustee of the 
Trust (the ``Trustee'') \8\ and ICBC Standard Bank PLC is the custodian 
of the Trust (the ``Custodian'').\9\
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    \8\ The Trustee is responsible for the day-to-day administration 
of the Trust. The responsibilities of the Trustee include (1) 
processing orders for the creation and redemption of Baskets; (2) 
coordinating with the Custodian the receipt and delivery of gold 
transferred to, or by, the Trust in connection with each issuance 
and redemption of Baskets; (3) calculating the net asset value of 
the Trust on each business day; and (4) selling the Trust's gold as 
needed to cover the Trust's expenses. The Trust does not have a 
Board of Directors or persons acting in a similar capacity.
    \9\ The Custodian is responsible for safekeeping the gold owned 
by the Trust. The Custodian is appointed by the Trustee and is 
responsible to the Trustee only. The Custodian will facilitate the 
transfer of gold in and out of the Trust (i) through the unallocated 
gold accounts it may maintain for each Authorized Participant or 
unallocated gold accounts that may be maintained for an Authorized 
Participant by another gold clearing bank, and (ii) through the 
unallocated gold accounts it will maintain for the Trust. The 
Custodian is responsible for allocating specific bars of gold to the 
Trust Allocated Account. As used herein, ``Trust Allocated Account'' 
means the loco London gold account established in the name of the 
Trustee and maintained for the benefit of the Trust by the Custodian 
on an allocated basis pursuant to a written custody agreement 
between the Trustee and the Custodian. The Custodian will provide 
the Trustee with regular reports detailing the gold transfers in and 
out of the Trust Unallocated Account with the Custodian and 
identifying the gold bars held in the Trust Allocated Account.

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[[Page 24181]]

    The Commission has previously approved listing on the Exchange 
under NYSE Arca Equities Rules 5.2(j)(5) and 8.201 of other precious 
metals and gold-based commodity trusts, including the Merk Gold Trust; 
\10\ ETFS Gold Trust,\11\ ETFS Platinum Trust \12\ and ETFS Palladium 
Trust (collectively, the ``ETFS Trusts''); \13\APMEX Physical-1 oz. 
Gold Redeemable Trust; \14\ Sprott Gold Trust; \15\ SPDR Gold Trust 
(formerly, streetTRACKS Gold Trust); iShares Silver Trust; \16\ iShares 
COMEX Gold Trust; \17\ and Long Dollar Gold Trust.\18\ Prior to their 
listing on the Exchange, the Commission approved listing of the 
streetTRACKS Gold Trust on the New York Stock Exchange (``NYSE'') \19\ 
and listing of iShares COMEX Gold Trust and iShares Silver Trust on the 
American Stock Exchange LLC.\20\ In addition, the Commission has 
approved trading of the streetTRACKS Gold Trust and iShares Silver 
Trust on the Exchange pursuant to UTP.\21\
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    \10\ Securities Exchange Act Release No. 71378 (January 23, 
2014), 79 FR 4786 (January 29, 2014) (SR-NYSEArca-2013-137).
    \11\ Securities Exchange Act Release No. 59895 (May 8, 2009), 74 
FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40).
    \12\ Securities Exchange Act Release No. 61219 (December 22, 
2009), 74 FR 68886 (December 29, 2009) (SR-NYSEArca-2009-95).
    \13\ Securities Exchange Act Release No. 61220 (December 22, 
2009), 74 FR 68895 (December 29, 2009) (SR-NYSEArca-2009-94).
    \14\ Securities Exchange Act Release No 66930 (May 7, 2012), 77 
FR 27817 (May 11, 2012) (SR-NYSEArca-2012-18)
    \15\ Securities Exchange Act Release No. 61496 (February 4, 
2010), 75 FR 6758 (February 10, 2010) (SR-NYSEArca-2009-113).
    \16\ See Securities Exchange Act Release No. 58956 (November 14, 
2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca-2008-124) 
(approving listing on the Exchange of the iShares Silver Trust)).
    \17\ See Securities Exchange Act Release No.56224 (August 8, 
2007), 72 FR 45850 (August 15, 2007) (SR-NYSEArca-2007-76) 
(approving listing on the Exchange of the street TRACKS Gold Trust); 
Securities Exchange Act Release No. 56041 (July 11, 2007), 72 FR 
39114 (July 17, 2007) (SR-NYSEArca-2007-43) (order approving listing 
on the Exchange of iShares COMEX Gold Trust).
    \18\ See Securities Exchange Act Release No. 79518 (December 9, 
2016), 81 FR 90876 (December 15, 2016) (SR-NYSEArca-2016-84) (order 
approving listing and trading of shares of the Long Dollar Gold 
Trust).
    \19\ See Securities Exchange Act Release No. 50603 (October 28, 
2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22) (order 
approving listing of street TRACKS Gold Trust on NYSE).
    \20\ See Securities Exchange Act Release Nos. 51058 (January 19, 
2005), 70 FR 3749 (January 26, 2005) (SR-Amex-2004-38) (order 
approving listing of iShares COMEX Gold Trust on the American Stock 
Exchange LLC); 53521 (March 20, 2006), 71 FR 14967 (March 24, 2006) 
(SR-Amex-2005-72) (approving listing on the American Stock Exchange 
LLC of the iShares Silver Trust).
    \21\ See Securities Exchange Act Release Nos. 53520 (March 20, 
2006), 71 FR 14977 (March 24, 2006) (SR-PCX-2005-117) (approving 
trading on the Exchange pursuant to UTP of the iShares Silver 
Trust); 51245 (February 23, 2005), 70 FR 10731 (March 4, 2005) (SR-
PCX-2004-117) (approving trading on the Exchange of the streetTRACKS 
Gold Trust pursuant to UTP).
---------------------------------------------------------------------------

    The Exchange represents that the Shares satisfy the requirements of 
NYSE Arca Equities Rule 8.201 and thereby qualify for listing on the 
Exchange.\22\
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    \22\ With respect to the application of Rule 10A-3 (17 CFR 
240.10A-3) under the Act, the Trust relies on the exemption 
contained in Rule 10A-3(c)(7).
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Operation of the Trust \23\
---------------------------------------------------------------------------

    \23\ The description of the operation of the Trust, the Shares 
and the gold market contained herein are based, in part, on the 
Registration Statement. See note 4, supra.
---------------------------------------------------------------------------

    The investment objective of the Trust will be for the Shares to 
reflect the performance of the price of gold, less the expenses and 
liabilities of the Trust. The Trust will issue Shares which represent 
units of fractional undivided beneficial interest in and ownership of 
the Trust.
    The Trust will not trade in gold futures, options or swap contracts 
on any futures exchange or over the counter (``OTC''). The Trust will 
not hold or trade in commodity futures contracts, ``commodity 
interests'', or any other instruments regulated by the Commodities 
Exchange Act. The Trust will take delivery of physical gold that 
complies with the London Bullion Markets Association (``LBMA'') gold 
delivery rules.
    The Shares are intended to constitute a simple and cost-effective 
means of making an investment similar to an investment in gold. 
Although the Shares are not the exact equivalent of an investment in 
gold, they are intended to provide investors with an alternative that 
allows a level of participation in the gold market through the 
securities market.
Operation of the Gold Market
    The global trade in gold consists of OTC transactions in spot, 
forwards, and options and other derivatives, together with exchange-
traded futures and options.
    The OTC gold market includes spot, forward, and option and other 
derivative transactions conducted on a principal-to-principal basis. 
While this is a global, nearly 24-hour per day market, its main centers 
are London, New York, and Zurich.
    According to the Registration Statement, most OTC market trades are 
cleared through London. The LBMA plays an important role in setting OTC 
gold trading industry standards. A London Good Delivery Bar (as 
described below), which is acceptable for settlement of any OTC 
transaction, will be acceptable for delivery to the Trust in connection 
with the issuance of Baskets.
    The most significant gold futures exchange in the U.S. is COMEX, 
operated by Commodities Exchange, Inc., a subsidiary of New York 
Mercantile Exchange, Inc., and a subsidiary of the Chicago Mercantile 
Exchange Group (the ``CME Group''). Other commodity exchanges include 
the Tokyo Commodity Exchange (``TOCOM''), the Multi Commodity Exchange 
Of India (``MCX''), the Shanghai Futures Exchange, ICE Futures US (the 
``ICE''), and the Dubai Gold & Commodities Exchange.
The London Gold Bullion Market
    According to the Registration Statement, most trading in physical 
gold is conducted on the OTC market, predominantly in London. LBMA 
coordinates various OTC-market activities, including clearing and 
vaulting, acts as the principal intermediary between physical gold 
market participants and the relevant regulators, promotes good trading 
practices and develops standard market documentation. In addition, the 
LBMA promotes refining standards for the gold market by maintaining the 
``London Good Delivery List,'' which identifies refiners of gold that 
have been approved by the LBMA. In the OTC market, gold bars that meet 
the specifications for weight, dimensions, fineness (or purity), 
identifying marks (including the assay stamp of an LBMA-acceptable 
refiner) and appearance described in ``The Good Delivery Rules for Gold 
and Silver Bars'' published by the LBMA are referred to as ``London 
Good Delivery Bars.'' A London Good Delivery Bar (typically called a 
``400 ounce bar'') must contain between 350 and 430 fine troy ounces of 
gold (1 troy ounce = 31.1034768 grams), with a minimum fineness (or 
purity) of 995 parts per 1000 (99.5%), be of good appearance and be 
easy to handle and stack. The fine gold content of a gold bar is 
calculated by multiplying the gross weight of the bar (expressed in 
units of 0.025 troy ounces) by the fineness of the bar. A London

[[Page 24182]]

Good Delivery Bar must also bear the stamp of one of the refiners 
identified on the London Good Delivery List.
    Following the enactment of the Financial Markets Act 2012, the 
Prudential Regulation Authority of the Bank of England is responsible 
for regulating most of the financial firms that are active in the 
bullion market, and the Financial Conduct Authority is responsible for 
consumer and competition issues. Trading in spot, forwards and 
wholesale deposits in the bullion market is subject to the Non-
Investment Products (``NIPS'') Code adopted by market participants.\24\
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    \24\ The NIPS Code is available at http://www.bankofengland.co.uk/markets/Documents/forex/fxjsc/nipscode1111.pdf.
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Creation and Redemption of Shares
    The Trust will create and redeem Shares on a continuous basis in 
one or more blocks of 10,000 Shares (a block of 10,000 Shares is called 
a ``Basket''). As described below, the Trust will issue Shares in 
Baskets to certain authorized participants (``Authorized 
Participants'') on an ongoing basis. Baskets of Shares will only be 
issued or redeemed in exchange for an amount of gold determined by the 
Trustee on each day that the Exchange is open for regular trading. No 
Shares will be issued unless the Custodian has allocated to the Trust's 
account the corresponding amount of gold. Initially, a Basket will 
require delivery of 1,000 fine ounces of gold. The amount of gold 
necessary for the creation of a Basket, or to be received upon 
redemption of a Basket, will decrease over the life of the Trust, due 
to the payment or accrual of fees and other expenses or liabilities 
payable by the Trust.
    Baskets may be created or redeemed only by Authorized Participants. 
Orders must be placed by 3:59 p.m. Eastern Time (``E.T.''). The day on 
which a Trust receives a valid purchase or redemption order is the 
order date.
    Each Authorized Participant must be a registered broker-dealer, a 
participant in Depository Trust Corporation (``DTC''), have entered 
into an agreement with the Trustee (the ``Authorized Participant 
Agreement'') and be in a position to transfer gold to, and take 
delivery of gold from, the Custodian through one or more gold accounts. 
The Authorized Participant Agreement provides the procedures for the 
creation and redemption of Baskets and for the delivery of gold in 
connection with such creations or redemptions.
    According to the Registration Statement, Authorized Participants, 
acting on authority of the registered holder of Shares, may surrender 
Baskets of Shares in exchange for the corresponding Basket Amount 
announced by the Trustee. Upon surrender of such Shares and payment of 
the Trustee's applicable fee and of any expenses, taxes or charges 
(such as stamp taxes or stock transfer taxes or fees), the Trustee will 
deliver to the order of the redeeming Authorized Participant the amount 
of gold corresponding to the redeemed Baskets. Shares can only be 
surrendered for redemption in Baskets of 10,000 Shares each.
    Before surrendering Baskets of Shares for redemption, an Authorized 
Participant must deliver to the Trustee a written request indicating 
the number of Baskets it intends to redeem and the location where it 
would like to take delivery of the gold represented by such Baskets. 
The date the Trustee receives that order determines the Basket Amount 
to be received in exchange. However, orders received by the Trustee 
after 3:59 p.m. Eastern Time (``E.T.'') will be rejected.
    The redemption distribution from the Trust will consist of a credit 
to the redeeming Authorized Participant's unallocated account 
representing the amount of the gold held by the Trust evidenced by the 
Shares being redeemed as of the date of the redemption order.
Net Asset Value
    The NAV of the Trust will be calculated by subtracting the Trust's 
expenses and liabilities on any day from the value of the gold owned by 
the Trust on that day; the NAV per Share will be obtained by dividing 
the NAV of the Trust on a given day by the number of Shares outstanding 
on that day. On each day on which the Exchange is open for regular 
trading, the Trustee will determine the NAV as promptly as practicable 
after 4:00 p.m. E.T. The Trustee will value the Trust's gold on the 
basis of LBMA Gold Price PM. If there is no LBMA Gold Price PM on any 
day, the Trustee is authorized to use the most recently announced LBMA 
Gold Price or another publicly available price as instructed by the 
Sponsor based on the Sponsor's determination that it fairly represents 
the value of the gold held by the Trust.
    The NAV per Share will be calculated by taking the current price of 
the Trust's total assets, subtracting any liabilities, and dividing by 
the total number of Shares outstanding. The offering of the Trust's 
Shares is a ``best efforts'' offering, which means that the Authorized 
Participants are not required to purchase a specific number or dollar 
amount of Shares. Authorized Participants will not receive from the 
Sponsor, the Trust or any affiliates any fee or other compensation in 
connection with the offering of the Shares.
Secondary Market Trading
    While the Trust seeks to reflect generally the performance of the 
price of gold less the Trust's expenses and liabilities, Shares may 
trade at, above or below their NAV. The NAV of Shares will fluctuate 
with changes in the market value of the Trust's assets. The trading 
prices of Shares will fluctuate in accordance with changes in their NAV 
as well as market supply and demand. The amount of the discount or 
premium in the trading price relative to the NAV may be influenced by 
non-concurrent trading hours between the major gold markets and the 
Exchange. While the Shares trade on the Exchange until 4:00 p.m. E.T., 
liquidity in the market for gold may be reduced after the close of the 
major world gold markets, including London, Zurich and COMEX. As a 
result, during this time, trading spreads, and the resulting premium or 
discount, on Shares may widen.
Availability of Information Regarding Gold
    Currently, the Consolidated Tape Plan does not provide for 
dissemination of the spot price of a commodity such as gold over the 
Consolidated Tape. However, there will be disseminated over the 
Consolidated Tape the last sale price for the Shares, as is the case 
for all equity securities traded on the Exchange (including exchange-
traded funds). In addition, there is a considerable amount of 
information about gold and gold markets available on public Web sites 
and through professional and subscription services.
    Investors may obtain gold pricing information on a 24-hour basis 
based on the spot price for an ounce of Gold from various financial 
information service providers, such as Reuters and Bloomberg.
    Reuters and Bloomberg, for example, provide at no charge on their 
Web sites delayed information regarding the spot price of Gold and last 
sale prices of Gold futures, as well as information about news and 
developments in the gold market. Reuters and Bloomberg also offer a 
professional service to subscribers for a fee that provides information 
on Gold prices directly from market participants. Complete real-time 
data for Gold futures and options prices traded on the COMEX are 
available by subscription from Reuters and Bloomberg. There are a 
variety of

[[Page 24183]]

other public Web sites providing information on gold, ranging from 
those specializing in precious metals to sites maintained by major 
newspapers. In addition, the LBMA Gold Price is publicly available at 
no charge at www.lbma.org.uk.
Availability of Information
    The intraday indicative value (``IIV'') per Share for the Shares 
will be disseminated by one or more major market data vendors. The IIV 
will be calculated based on the amount of gold held by the Trust and a 
price of gold derived from updated bids and offers indicative of the 
spot price of gold.\25\
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    \25\ The IIV on a per Share basis disseminated during the Core 
Trading Session should not be viewed as a real-time update of the 
NAV, which is calculated once a day.
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    The Web site for the Trust (www.graniteshares.com) will contain the 
following information, on a per Share basis, for the Trust: (a) The 
mid-point of the bid-ask price \26\ at the close of trading (``Bid/Ask 
Price''), and a calculation of the premium or discount of such price 
against such NAV; and (b) data in chart format displaying the frequency 
distribution of discounts and premiums of the Bid/Ask Price against the 
NAV, within appropriate ranges, for each of the four previous calendar 
quarters. The Web site for the Trust will also provide the Trust's 
prospectus. Finally, the Trust's Web site will provide the last sale 
price of the Shares as traded in the U.S. market. In addition, 
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. Information 
regarding the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers.
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    \26\ The bid-ask price of the Shares will be determined using 
the highest bid and lowest offer on the Consolidated Tape as of the 
time of calculation of the closing day NAV.
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Criteria for Initial and Continued Listing
    The Trust will be subject to the criteria in NYSE Arca Equities 
Rule 8.201(e) for initial and continued listing of the Shares.
    A minimum of two Baskets or 20,000 Shares will be required to be 
outstanding at the start of trading, which is equivalent to 2,000 fine 
ounces of gold or about $2.4m as of April 2017. The Exchange believes 
that the anticipated minimum number of Shares outstanding at the start 
of trading is sufficient to provide adequate market liquidity.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Trust subject to the Exchange's existing rules 
governing the trading of equity securities. Trading in the Shares on 
the Exchange will occur in accordance with NYSE Arca Equities Rule 
7.34(a). The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions. As provided in NYSE Arca 
Equities Rule 7.6, Commentary .03, the minimum price variation 
(``MPV'') for quoting and entry of orders in equity securities traded 
on the NYSE Arca Marketplace is $0.01, with the exception of securities 
that are priced less than $1.00 for which the MPV for order entry is 
$0.0001.
    Further, NYSE Arca Equities Rule 8.201 sets forth certain 
restrictions on ETP Holders acting as registered Market Makers in the 
Shares to facilitate surveillance. Under NYSE Arca Equities Rule 
8.201(g), an ETP Holder acting as a registered Market Maker in the 
Shares is required to provide the Exchange with information relating to 
its trading in the underlying gold, related futures or options on 
futures, or any other related derivatives. Commentary .04 of NYSE Arca 
Equities Rule 6.3 requires an ETP Holder acting as a registered Market 
Maker, and its affiliates, in the Shares to establish, maintain and 
enforce written policies and procedures reasonably designed to prevent 
the misuse of any material nonpublic information with respect to such 
products, any components of the related products, any physical asset or 
commodity underlying the product, applicable currencies, underlying 
indexes, related futures or options on futures, and any related 
derivative instruments (including the Shares).
    As a general matter, the Exchange has regulatory jurisdiction over 
its ETP Holders and their associated persons, which include any person 
or entity controlling an ETP Holder. A subsidiary or affiliate of an 
ETP Holder that does business only in commodities or futures contracts 
would not be subject to Exchange jurisdiction, but the Exchange could 
obtain information regarding the activities of such subsidiary or 
affiliate through surveillance sharing agreements with regulatory 
organizations of which such subsidiary or affiliate is a member.
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares. Trading on the Exchange in the Shares may be 
halted because of market conditions or for reasons that, in the view of 
the Exchange, make trading in the Shares inadvisable. These may 
include: (1) The extent to which conditions in the underlying gold 
market have caused disruptions and/or lack of trading, or (2) whether 
other unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present. In addition, 
trading in Shares will be subject to trading halts caused by 
extraordinary market volatility pursuant to the Exchange's ``circuit 
breaker'' rule.\27\ The Exchange will halt trading in the Shares if the 
NAV of the Trust is not calculated or disseminated daily. The Exchange 
may halt trading during the day in which an interruption occurs to the 
dissemination of the IIV, as described above. If the interruption to 
the dissemination of the IIV persists past the trading day in which it 
occurs, the Exchange will halt trading no later than the beginning of 
the trading day following the interruption.
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    \27\ See NYSE Arca Equities Rule 7.12.
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Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances administered by the Exchange, as 
well as cross-market surveillances administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\28\ The Exchange represents that 
these procedures are adequate to properly monitor Exchange trading of 
the Shares in all trading sessions and to deter and detect violations 
of Exchange rules and federal securities laws applicable to trading on 
the Exchange.
---------------------------------------------------------------------------

    \28\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares with other 
markets and other entities that are members of the ISG, and the 
Exchange or FINRA, on behalf of the Exchange, or both, may

[[Page 24184]]

obtain trading information regarding trading in the Shares from such 
markets and other entities. In addition, the Exchange may obtain 
information regarding trading in the Shares from markets and other 
entities that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement.\29\
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    \29\ For a list of the current members of ISG, see 
www.isgportal.org.
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    Also, pursuant to NYSE Arca Equities Rule 8.201(g), the Exchange is 
able to obtain information regarding trading in the Shares and the 
underlying gold, gold futures contracts, options on gold futures, or 
any other gold derivative, through ETP Holders acting as registered 
Market Makers, in connection with such ETP Holders' proprietary or 
customer trades through ETP Holders which they effect on any relevant 
market.
    In addition, the Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolio, (b) limitations on portfolio 
holdings or reference assets, or (c) the applicability of Exchange 
listing rules specified in this rule filing shall constitute continued 
listing requirements for listing the Shares of the Trust on the 
Exchange.
    The issuer has represented to the Exchange that it will advise the 
Exchange of any failure by the Trust to comply with the continued 
listing requirements, and, pursuant to its obligations under Section 
19(g)(1) of the Act, the Exchange will monitor for compliance with the 
continued listing requirements. If the Trust is not in compliance with 
the applicable listing requirements, the Exchange will commence 
delisting procedures under NYSE Arca Equities Rule 5.5(m).
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an Information Bulletin of the special characteristics 
and risks associated with trading the Shares. Specifically, the 
Information Bulletin will discuss the following: (1) The procedures for 
purchases and redemptions of Shares in Baskets (including noting that 
Shares are not individually redeemable); (2) NYSE Arca Equities Rule 
9.2(a), which imposes a duty of due diligence on its ETP Holders to 
learn the essential facts relating to every customer prior to trading 
the Shares; (3) how information regarding the IIV is disseminated; (4) 
the requirement that ETP Holders deliver a prospectus to investors 
purchasing newly issued Shares prior to or concurrently with the 
confirmation of a transaction; (5) the possibility that trading spreads 
and the resulting premium or discount on the Shares may widen as a 
result of reduced liquidity of gold trading during the Core and Late 
Trading Sessions after the close of the major world gold markets; and 
(6) trading information. For example, the Information Bulletin will 
advise ETP Holders, prior to the commencement of trading, of the 
prospectus delivery requirements applicable to the Trust. The Exchange 
notes that investors purchasing Shares directly from the Trust (by 
delivery of the Creation Basket Deposit) will receive a prospectus. ETP 
Holders purchasing Shares from the Trust for resale to investors will 
deliver a prospectus to such investors.
    In addition, the Information Bulletin will reference that the Trust 
is subject to various fees and expenses as will be described in the 
Registration Statement. The Information Bulletin will also reference 
the fact that there is no regulated source of last sale information 
regarding physical gold, that the Commission has no jurisdiction over 
the trading of gold as a physical commodity, and that the CFTC has 
regulatory jurisdiction over the trading of gold futures contracts and 
options on gold futures contracts.
    The Information Bulletin will also discuss any relief, if granted, 
by the Commission or the staff from any rules under the Act.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \30\ that an exchange have rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
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    \30\ 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 be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.201. The Exchange has in place surveillance procedures that are 
adequate to properly monitor trading in the Shares in all trading 
sessions and to deter and detect violations of Exchange rules and 
applicable federal securities laws. The Exchange 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.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that there is a considerable amount of gold price and gold market 
information available on public Web sites and through professional and 
subscription services. Investors may obtain on a 24-hour basis gold 
pricing information based on the spot price for an ounce of gold from 
various financial information service providers. Investors may obtain 
gold pricing information based on the spot price for an ounce of gold 
from various financial information service providers. Current spot 
prices also are generally available with bid/ask spreads from gold 
bullion dealers. In addition, the Trust's Web site will provide pricing 
information for gold spot prices and the Shares. Market prices for the 
Shares will be available from a variety of sources including brokerage 
firms, information Web sites and other information service providers. 
The NAV of the Trust will be published by the Sponsor on each day that 
the NYSE Arca is open for regular trading and will be posted on the 
Trust's Web site. The IIV relating to the Shares will be widely 
disseminated by one or more major market data vendors at least every 15 
seconds during the Core Trading Session. In addition, the LBMA Gold 
Price is publicly available at no charge at www.lbma.org.uk. The 
Trust's Web site will also provide the Trust's prospectus, as well as 
the two most recent reports to stockholders. In addition, 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. Information 
regarding the previous day's closing price and trading volume 
information for the Shares will be published daily in the financial 
section of newspapers.
    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 
an additional type of exchange-traded product 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

[[Page 24185]]

exchanges that are members of ISG or with which the Exchange has 
entered into a comprehensive surveillance sharing agreement. In 
addition, as noted above, investors will have ready access to 
information regarding gold pricing.

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 purposes of the Act. The Exchange believes the 
proposed rule change will enhance competition by accommodating Exchange 
trading of an additional exchange-traded product relating to physical 
gold.

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

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

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-NYSEArca-2017-55 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2017-55. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2017-55, and should 
be submitted on or before June 15, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
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    \31\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-10688 Filed 5-24-17; 8:45 am]
 BILLING CODE 8011-01-P