Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To List and Trade Shares of the GraniteShares Silver Trust Under NYSE Arca Equities Rule 8.201, 45634-45639 [2017-20887]

Download as PDF 45634 Federal Register / Vol. 82, No. 188 / Friday, September 29, 2017 / Notices proposed rule change operative upon filing.18 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. If the Commission takes such action, the Commission shall institute proceedings to determine whether the proposed rule change should be approved or 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: asabaliauskas on DSKBBXCHB2PROD with NOTICES 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–2017–96 on the subject line. Paper Comments • Send paper comments in triplicate to Brent J. Fields, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NYSEArca–2017–96. 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 18 For purposes only of waiving the 30-day operative delay, the Commission also has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 18:50 Sep 28, 2017 Jkt 241001 business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of such 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–2017–96, and should be submitted on or before October 20, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.19 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–20892 Filed 9–28–17; 8:45 am] BILLING CODE 8011–01–P proceedings to determine whether to disapprove the proposed rule change.5 On May 11, 2017, the Commission instituted proceedings to determine whether to approve or disapprove the proposed rule change.6 On August 9, 2017, the Commission issued a notice of designation of a longer period for Commission action on proceedings to determine whether to approve or disapprove the proposed rule change.7 The Commission received no comments on the proposed rule change. On September 21, 2017, the Exchange withdrew the proposed rule change (SR–BatsBZX–2017–07). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.8 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–20890 Filed 9–28–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–81715; File No. SR– BatsBZX–2017–07] Self-Regulatory Organizations; Bats BZX Exchange, Inc.; Notice of Withdrawal of a Proposed Rule Change, as Modified by Amendment No. 1, To List and Trade Under BZX Rule 14.11(c)(4) the Shares of the VanEck Vectors AMT-Free National Municipal Index ETF of VanEck Vectors ETF Trust September 25, 2017. On January 27, 2017, Bats BZX Exchange, Inc. (‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 1 and Rule 19b– 4 thereunder,2 a proposed rule change to list and trade under BZX Rule 14.11(c)(4) shares of the VanEck Vectors AMT-Free National Municipal Index ETF of VanEck Vectors ETF Trust. The proposed rule change was published for comment in the Federal Register on February 14, 2017.3 On March 10, 2017, the Exchange filed Amendment No. 1 to the proposed rule change.4 On March 30, 2017, the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute 19 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 79989 (February 8, 2017), 82 FR 10615. 4 Amendment No. 1 is available at: https:// www.sec.gov/comments/sr-batsbzx-2017-07/ batsbzx201707-1667531-148997.pdf. 1 15 PO 00000 Frm 00060 Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–81699; File No. SR– NYSEArca–2017–111] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To List and Trade Shares of the GraniteShares Silver Trust Under NYSE Arca Equities Rule 8.201 September 25, 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 September 12, 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 Silver Trust under NYSE Arca Equities Rule 5 See Securities Exchange Act Release No. 80350, 82 FR 16647 (April 5, 2017). 6 See Securities Exchange Act Release No. 80664, 82 FR 22680 (May 17, 2017). 7 See Securities Exchange Act Release No. 81363, 82 FR 38726 (August 15, 2017). 8 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. E:\FR\FM\29SEN1.SGM 29SEN1 Federal Register / Vol. 82, No. 188 / Friday, September 29, 2017 / Notices 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 asabaliauskas on DSKBBXCHB2PROD with NOTICES 4 On September 8, 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. Jkt 241001 U.S.C. 1. 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 silver 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 silver 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 silver owned by the Trust. The Custodian is appointed by the Trustee and is responsible to the Trustee under the Trust’s silver custody agreements. The Custodian will facilitate the transfer of silver in and out of the Trust through the unallocated silver accounts it may maintain for each Authorized Participant or unallocated silver accounts that may be maintained for an Authorized Participant by another silver-clearing bank approved by the London Bullion Market Association (‘‘LBMA’’), and through the unallocated silver account it will maintain for the Trust. The Custodian is responsible for allocating specific bars of silver to the Trust Allocated Account. As used herein, ‘‘Trust Allocated Account’’ means the loco London 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 silver transfers in and out of the Trust Unallocated Account with the Custodian and identifying the silver bars held in the Trust Allocated Account. 10 See Securities Exchange Act Release No. 58956 (November 14, 2008), 73 FR 71074 (November 24, 2008) (SR–NYSEArca–2008–124). 11 See Securities Exchange Act Release No. 59781 (April 14, 2009), 74 FR 18771 (April 24, 2009) (SR– NYSEArca–2009–28). 12 See Securities Exchange Act Release No. 63043 (October 5, 2010), 75 FR 62615 (October 12, 2010) (SR–NYSEArca–2010–84). 13 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). 14 The description of the operation of the Trust, the Shares and the silver market contained herein are based, in part, on the Registration Statement. See note 4, supra. 8 The The Exchange proposes to list and trade shares (‘‘Shares’’) of the GraniteShares Silver Trust (the ‘‘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 18:50 Sep 28, 2017 Operation of the Trust 14 The investment objective of the Trust will be for the Shares to reflect the 7 17 1. Purpose VerDate Sep<11>2014 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 The Commission has previously approved listing on the Exchange under NYSE Arca Equities Rule 8.201 of other precious metals and silver-based commodity trusts, including the iShares Silver Trust,10 the ETFS Silver Trust,11 and the Sprott Physical Silver Trust.12 The Exchange represents that the Shares satisfy the requirements of NYSE Arca Equities Rule 8.201 and thereby qualify for listing on the Exchange.13 PO 00000 Frm 00061 Fmt 4703 Sfmt 4703 45635 performance of the price of silver, 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 silver futures or options on any futures exchange or over the counter (‘‘OTC’’) transactions in forwards, options and other derivatives. 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 silver that complies with the LBMA silver delivery rules. The Shares are intended to constitute a simple and cost-effective means of making an investment similar to an investment in silver. Although the Shares are not the exact equivalent of an investment in silver, they provide investors with an alternative that allows a level of participation in the silver market through the securities market. Operation of the Silver Market The global trade in silver consists of OTC transactions in spot, forwards, and options and other derivatives, together with exchange traded futures and options. The OTC silver 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 (the biggest venue), New York and Zurich. According to the LBMA, the trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market, members of the LBMA act as OTC market makers and it is believed that most OTC market trades are cleared through London. The LBMA plays an important role in setting OTC silver trading industry standards. Members of the London bullion market typically trade with each other and with their clients on a principal-to-principal basis. All risks, including those of credit, are between the two parties to a transaction. This is known as an OTC market, as opposed to an exchangetraded environment. Unlike a futures exchange, where trading is based around standard contract units, settlement dates and delivery specifications, the OTC market allows flexibility. It also provides confidentiality, as transactions are conducted solely between the two principals involved. E:\FR\FM\29SEN1.SGM 29SEN1 45636 Federal Register / Vol. 82, No. 188 / Friday, September 29, 2017 / Notices asabaliauskas on DSKBBXCHB2PROD with NOTICES Creation and Redemption of Shares The Trust will create and redeem Shares on a continuous basis in one or more blocks of 50,000 Shares (a block of 50,000 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 silver represented by the aggregate number of Shares redeemed. No Shares will be issued unless the Custodian has allocated to the Trust’s account the corresponding amount of silver. Initially, a Basket will require delivery of 50,000 fine ounces of silver. The amount of silver 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 have established a silver unallocated account with the Custodian or a physical silver clearing bank. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of silver in connection with such creations or redemptions. According to the Registration Statement, Authorized Participants 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 silver corresponding to the redeemed Baskets. Shares can only be surrendered for redemption in Baskets of 50,000 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. The date the Trustee receives that order determines the Basket Amount to be VerDate Sep<11>2014 18:50 Sep 28, 2017 Jkt 241001 received in exchange. However, orders received by the Trustee after 3:59 p.m. E.T. on a business day or on a business day when the LBMA Silver Price or other applicable benchmark price is not announced, will not be accepted. The redemption distribution from the Trust will consist of a credit to the redeeming Authorized Participant’s unallocated account representing the amount of the silver 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 silver 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 silver based on the most recently announced LBMA Silver Price. If the Sponsor determines that such price is inappropriate to use, the Sponsor will identify an alternate basis for evaluation to be employed by the Trustee. Further, the Sponsor may instruct the Trustee to use on an on-going basis a different publicly available price which the Sponsor determines to fairly represent the commercial value of the Trust’s silver. 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. Authorized Participants will offer Shares at an offering price that will vary, depending on, among other factors, the price of silver and the trading price of the Shares on the Exchange at the time of offer. Authorized Participants will not receive from the Trust, the Sponsor, the Trustee or any of their 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 silver 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 PO 00000 Frm 00062 Fmt 4703 Sfmt 4703 in the trading price relative to the NAV may be influenced by non-concurrent trading hours between the major silver markets and the Exchange. While the Shares trade on the Exchange until 4:00 p.m. E.T., liquidity in the market for silver may be reduced after the close of the major world silver 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 Silver Currently, the Consolidated Tape Plan does not provide for dissemination of the spot price of a commodity such as silver 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 silver price and market information available on public Web sites and through professional and subscription services. Investors may obtain silver pricing information on a 24-hour basis based on the spot price for an ounce of silver from various financial information service providers, such as Reuters and Bloomberg. In addition, ICAP’s EBS platform also provides an electronic trading platform to institutions such as bullion banks and dealers for the trading of spot silver, as well as a feed of live streaming prices to market data subscribers.15 Reuters and Bloomberg provide at no charge on their Web sites delayed information regarding the spot price of silver and last sale prices of silver futures, as well as information about news and developments in the silver market. Reuters and Bloomberg also offer a professional service to subscribers for a fee that provides information on silver prices directly from market participants. Complete real-time data for silver futures and options prices traded on the COMEX are available by subscription from Reuters and Bloomberg. The NYMEX also provides delayed futures and options information on current and past trading sessions and market news free of charge on its Web site. There are a variety of other public Web sites providing information on silver, ranging from those specializing in precious metals to sites maintained by major newspapers, such as The Wall Street Journal. Current silver spot prices are 15 See E:\FR\FM\29SEN1.SGM http://www.icap.com. 29SEN1 Federal Register / Vol. 82, No. 188 / Friday, September 29, 2017 / Notices also generally available with bid/ask spreads from silver bullion dealers.16 Availability of Information The intraday indicative value (‘‘IIV’’) per Share for the Shares will be disseminated by one or more major market data vendors at least every 15 seconds during the Core Trading Session. The IIV will be calculated based on the amount of silver held by the Trust and a price of silver derived from updated bids and offers indicative of the spot price of silver.17 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 18 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 prior day’s closing 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. asabaliauskas on DSKBBXCHB2PROD with NOTICES 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 one Basket or 50,000 Shares will be required to be outstanding at the start of trading, which is equivalent to 50,000 fine ounces of silver. The Exchange believes that the anticipated minimum number of Shares outstanding at the start of trading is sufficient to provide adequate market liquidity. 16 The silver spot price is indicative only, constructed using a variety of sources to compile a spot price that is intended to represent a theoretical quote that might be obtained from a market maker from time to time. 17 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. 18 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 18:50 Sep 28, 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 silver, 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 00063 Fmt 4703 Sfmt 4703 45637 view of the Exchange, make trading in the Shares inadvisable. These may include: (1) The extent to which conditions in the underlying silver 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.19 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.20 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 19 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. 20 FINRA E:\FR\FM\29SEN1.SGM 29SEN1 45638 Federal Register / Vol. 82, No. 188 / Friday, September 29, 2017 / Notices asabaliauskas on DSKBBXCHB2PROD with 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.21 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 silver, silver futures contracts, options on silver futures, or any other silver 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 21 For a list of the current members of ISG, see www.isgportal.org. VerDate Sep<11>2014 18:50 Sep 28, 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 silver trading during the Core and Late Trading Sessions after the close of the major world silver 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 silver, that the Commission has no jurisdiction over the trading of silver as a physical commodity, and that the CFTC has regulatory jurisdiction over the trading of silver futures contracts and options on silver 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) 22 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 22 15 PO 00000 U.S.C. 78f(b)(5). Frm 00064 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 silver price and silver market information available on public Web sites and through professional and subscription services. Investors may obtain silver pricing information on a 24-hour basis based on the spot price for an ounce of silver from various financial information service providers. ICAP’s EBS platform also provides an electronic trading platform to institutions such as bullion banks and dealers for the trading of spot silver, as well as a feed of live streaming prices to market data subscribers. 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. 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 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 silver pricing. E:\FR\FM\29SEN1.SGM 29SEN1 Federal Register / Vol. 82, No. 188 / Friday, September 29, 2017 / Notices 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 silver. 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: asabaliauskas on DSKBBXCHB2PROD with NOTICES 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–2017–111 in 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–2017–111. This file number should be included in 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 VerDate Sep<11>2014 18:50 Sep 28, 2017 Jkt 241001 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 will also 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–2017–111 and should be submitted on or before October 20, 2017. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.23 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2017–20887 Filed 9–28–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–81687] Public Availability of the Securities and Exchange Commission’s FY 2015 Service Contract Inventory Securities and Exchange Commission. ACTION: Notice. AGENCY: In accordance with Section 743 of Division C of the Consolidated Appropriations Act of 2010, SEC is publishing this notice to advise the public of the availability of the FY2016 Service Contract Inventory (SCI) and the FY2015 SCI Analysis. The SCI provides information on FY2016 actions over $25,000 for service contracts. The inventory organizes the information by function to show how SEC distributes contracted resources throughout the agency. SEC developed the inventory per the guidance issued on November 5, SUMMARY: 2011 by the Office of Management and Budget’s Office of Federal Procurement Policy (OFPP). OFPP’s guidance is available at http://www.whitehouse.gov/ sites/default/files/omb/procurement/ memo/service-contract-inventoriesguidance-11052010.pdf. The Service Contract Inventory Analysis for FY2015 provides information based on the FY 2015 Inventory. Please note that the SEC’s FY 2016 Service Contract Inventory data is now included in government-wide inventory available on www.acquisition.gov. The governmentwide inventory can be filtered to display the inventory data for the SEC. The SEC has posted its plan for analyzing FY 2016 data, a link to the FY 2016 government-wide Service Contract Inventory and the FY 2015 SCI Analysis on the SEC’s homepage at http:// www.sec.gov/about/secreports.shtml and http://www.sec.gov/open. FOR FURTHER INFORMATION CONTACT: Direct questions regarding the service contract inventory to Vance Cathell, Director Office of Acquisitions (202) 551–8385 or CathellV@sec.gov. Dated: September 22, 2017. Brent J. Fields, Secretary. [FR Doc. 2017–20879 Filed 9–28–17; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–81697; File No. SR– NASDAQ–2017–095] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Expand the Features of the Enterprise License Set Forth at Rule 7047 September 25, 2017. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’), 1 and Rule 19b–4 thereunder,2 notice is hereby given that on September 12, 2017, The NASDAQ Stock Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III, below, which Items have been prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 23 17 PO 00000 CFR 200.30–3(a)(12). Frm 00065 Fmt 4703 Sfmt 4703 45639 2 17 E:\FR\FM\29SEN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 29SEN1

Agencies

[Federal Register Volume 82, Number 188 (Friday, September 29, 2017)]
[Notices]
[Pages 45634-45639]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-20887]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81699; File No. SR-NYSEArca-2017-111]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To List and Trade Shares of the GraniteShares 
Silver Trust Under NYSE Arca Equities Rule 8.201

September 25, 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 September 12, 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 
Silver Trust under NYSE Arca Equities Rule

[[Page 45635]]

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 Silver Trust (the ``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 September 8, 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 silver 
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 silver 
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 silver 
owned by the Trust. The Custodian is appointed by the Trustee and is 
responsible to the Trustee under the Trust's silver custody 
agreements. The Custodian will facilitate the transfer of silver in 
and out of the Trust through the unallocated silver accounts it may 
maintain for each Authorized Participant or unallocated silver 
accounts that may be maintained for an Authorized Participant by 
another silver-clearing bank approved by the London Bullion Market 
Association (``LBMA''), and through the unallocated silver account 
it will maintain for the Trust. The Custodian is responsible for 
allocating specific bars of silver to the Trust Allocated Account. 
As used herein, ``Trust Allocated Account'' means the loco London 
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 silver transfers in and out of the Trust 
Unallocated Account with the Custodian and identifying the silver 
bars held in the Trust Allocated Account.
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    The Commission has previously approved listing on the Exchange 
under NYSE Arca Equities Rule 8.201 of other precious metals and 
silver-based commodity trusts, including the iShares Silver Trust,\10\ 
the ETFS Silver Trust,\11\ and the Sprott Physical Silver Trust.\12\
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    \10\ See Securities Exchange Act Release No. 58956 (November 14, 
2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca-2008-124).
    \11\ See Securities Exchange Act Release No. 59781 (April 14, 
2009), 74 FR 18771 (April 24, 2009) (SR-NYSEArca-2009-28).
    \12\ See Securities Exchange Act Release No. 63043 (October 5, 
2010), 75 FR 62615 (October 12, 2010) (SR-NYSEArca-2010-84).
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    The Exchange represents that the Shares satisfy the requirements of 
NYSE Arca Equities Rule 8.201 and thereby qualify for listing on the 
Exchange.\13\
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    \13\ 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 \14\
---------------------------------------------------------------------------

    \14\ The description of the operation of the Trust, the Shares 
and the silver 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 silver, 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 silver futures or options on any 
futures exchange or over the counter (``OTC'') transactions in 
forwards, options and other derivatives. 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 silver that complies with the LBMA 
silver delivery rules.
    The Shares are intended to constitute a simple and cost-effective 
means of making an investment similar to an investment in silver. 
Although the Shares are not the exact equivalent of an investment in 
silver, they provide investors with an alternative that allows a level 
of participation in the silver market through the securities market.
Operation of the Silver Market
    The global trade in silver consists of OTC transactions in spot, 
forwards, and options and other derivatives, together with exchange 
traded futures and options.
    The OTC silver 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 (the biggest venue), New York and Zurich.
    According to the LBMA, the trade association that acts as the 
coordinator for activities conducted on behalf of its members and other 
participants in the London bullion market, members of the LBMA act as 
OTC market makers and it is believed that most OTC market trades are 
cleared through London. The LBMA plays an important role in setting OTC 
silver trading industry standards. Members of the London bullion market 
typically trade with each other and with their clients on a principal-
to-principal basis. All risks, including those of credit, are between 
the two parties to a transaction. This is known as an OTC market, as 
opposed to an exchange-traded environment. Unlike a futures exchange, 
where trading is based around standard contract units, settlement dates 
and delivery specifications, the OTC market allows flexibility. It also 
provides confidentiality, as transactions are conducted solely between 
the two principals involved.

[[Page 45636]]

Creation and Redemption of Shares
    The Trust will create and redeem Shares on a continuous basis in 
one or more blocks of 50,000 Shares (a block of 50,000 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 silver represented by 
the aggregate number of Shares redeemed. No Shares will be issued 
unless the Custodian has allocated to the Trust's account the 
corresponding amount of silver. Initially, a Basket will require 
delivery of 50,000 fine ounces of silver. The amount of silver 
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 have established a silver unallocated account with the 
Custodian or a physical silver clearing bank. The Authorized 
Participant Agreement provides the procedures for the creation and 
redemption of Baskets and for the delivery of silver in connection with 
such creations or redemptions.
    According to the Registration Statement, Authorized Participants 
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 silver corresponding to the redeemed Baskets. 
Shares can only be surrendered for redemption in Baskets of 50,000 
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. 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. E.T. 
on a business day or on a business day when the LBMA Silver Price or 
other applicable benchmark price is not announced, will not be 
accepted.
    The redemption distribution from the Trust will consist of a credit 
to the redeeming Authorized Participant's unallocated account 
representing the amount of the silver 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 silver 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 
silver based on the most recently announced LBMA Silver Price. If the 
Sponsor determines that such price is inappropriate to use, the Sponsor 
will identify an alternate basis for evaluation to be employed by the 
Trustee. Further, the Sponsor may instruct the Trustee to use on an on-
going basis a different publicly available price which the Sponsor 
determines to fairly represent the commercial value of the Trust's 
silver.
    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. Authorized Participants will 
offer Shares at an offering price that will vary, depending on, among 
other factors, the price of silver and the trading price of the Shares 
on the Exchange at the time of offer. Authorized Participants will not 
receive from the Trust, the Sponsor, the Trustee or any of their 
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 silver 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 silver markets and the 
Exchange. While the Shares trade on the Exchange until 4:00 p.m. E.T., 
liquidity in the market for silver may be reduced after the close of 
the major world silver 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 Silver
    Currently, the Consolidated Tape Plan does not provide for 
dissemination of the spot price of a commodity such as silver 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 silver 
price and market information available on public Web sites and through 
professional and subscription services.
    Investors may obtain silver pricing information on a 24-hour basis 
based on the spot price for an ounce of silver from various financial 
information service providers, such as Reuters and Bloomberg. In 
addition, ICAP's EBS platform also provides an electronic trading 
platform to institutions such as bullion banks and dealers for the 
trading of spot silver, as well as a feed of live streaming prices to 
market data subscribers.\15\
---------------------------------------------------------------------------

    \15\ See http://www.icap.com.
---------------------------------------------------------------------------

    Reuters and Bloomberg provide at no charge on their Web sites 
delayed information regarding the spot price of silver and last sale 
prices of silver futures, as well as information about news and 
developments in the silver market. Reuters and Bloomberg also offer a 
professional service to subscribers for a fee that provides information 
on silver prices directly from market participants.
    Complete real-time data for silver futures and options prices 
traded on the COMEX are available by subscription from Reuters and 
Bloomberg. The NYMEX also provides delayed futures and options 
information on current and past trading sessions and market news free 
of charge on its Web site. There are a variety of other public Web 
sites providing information on silver, ranging from those specializing 
in precious metals to sites maintained by major newspapers, such as The 
Wall Street Journal. Current silver spot prices are

[[Page 45637]]

also generally available with bid/ask spreads from silver bullion 
dealers.\16\
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    \16\ The silver spot price is indicative only, constructed using 
a variety of sources to compile a spot price that is intended to 
represent a theoretical quote that might be obtained from a market 
maker from time to time.
---------------------------------------------------------------------------

Availability of Information
    The intraday indicative value (``IIV'') per Share for the Shares 
will be disseminated by one or more major market data vendors at least 
every 15 seconds during the Core Trading Session. The IIV will be 
calculated based on the amount of silver held by the Trust and a price 
of silver derived from updated bids and offers indicative of the spot 
price of silver.\17\
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    \17\ 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.
---------------------------------------------------------------------------

    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 \18\ 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 prior day's 
closing 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.
---------------------------------------------------------------------------

    \18\ 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 one Basket or 50,000 Shares will be required to be 
outstanding at the start of trading, which is equivalent to 50,000 fine 
ounces of silver. 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 silver, 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 silver 
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.\19\ 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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    \19\ 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.\20\ 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.
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    \20\ 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.
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    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 45638]]

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.\21\
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    \21\ 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 silver, silver futures contracts, options on silver futures, 
or any other silver 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 silver trading during the Core and Late 
Trading Sessions after the close of the major world silver 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 silver, that the Commission has no jurisdiction over 
the trading of silver as a physical commodity, and that the CFTC has 
regulatory jurisdiction over the trading of silver futures contracts 
and options on silver 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) \22\ 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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    \22\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.201. 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 silver price and silver market 
information available on public Web sites and through professional and 
subscription services. Investors may obtain silver pricing information 
on a 24-hour basis based on the spot price for an ounce of silver from 
various financial information service providers. ICAP's EBS platform 
also provides an electronic trading platform to institutions such as 
bullion banks and dealers for the trading of spot silver, as well as a 
feed of live streaming prices to market data subscribers.
    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. 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 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 silver pricing.

[[Page 45639]]

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 
silver.

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-2017-111 in 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-2017-111. This 
file number should be included in 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 will also 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-2017-111 and should 
be submitted on or before October 20, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\23\
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    \23\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-20887 Filed 9-28-17; 8:45 am]
 BILLING CODE 8011-01-P