Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Amendment No. 2 and Order Approving on an Accelerated Basis a Proposed Rule Change, as Modified by Amendment No. 2, To List and Trade Shares of the GraniteShares Silver Trust Under NYSE Arca Rule 8.201-E, 60640-60647 [2017-27463]
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Federal Register / Vol. 82, No. 244 / Thursday, December 21, 2017 / Notices
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503,
or by sending an email to: Shagufta_
Ahmed@omb.eop.gov; and (ii) Pamela
Dyson, Director/Chief Information
Officer, Securities and Exchange
Commission, c/o Remi Pavlik-Simon,
100 F Street NE, Washington, DC 20549
or send an email to: PRA_Mailbox@
sec.gov. Comments must be submitted to
OMB within 30 days of this notice.
Dated: December 15, 2017.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017–27461 Filed 12–20–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82334; File No. SR–
NYSEArca–2017–111]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of
Amendment No. 2 and Order
Approving on an Accelerated Basis a
Proposed Rule Change, as Modified by
Amendment No. 2, To List and Trade
Shares of the GraniteShares Silver
Trust Under NYSE Arca Rule 8.201–E
December 15, 2017
I. Introduction
On September 12, 2017, NYSE Arca,
Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Exchange Act’’
or ‘‘Act’’) 1 and Rule 19b–4 thereunder,2
a proposed rule change to list and trade
shares of the GraniteShares Silver Trust
under NYSE Arca Rule 8.201–E. The
proposed rule change was published for
comment in the Federal Register on
September 29, 2017.3 On October 24,
2017, the Exchange filed Amendment
No. 1 to the proposed rule change,
which superseded the proposed rule
change as originally filed. On November
16, 2017, the Exchange filed
Amendment No. 2 to the proposed rule
change, which superseded the proposed
rule change as modified by Amendment
No. 1.4 The Commission has not
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 81699
(Sept. 25, 2017), 82 FR 45634.
4 In Amendment No. 2, the Exchange: (1) Clarified
the permitted investments of the Trust (as defined
herein); (2) supplemented its description of the
duties of the Trust Custodian (as defined herein);
(3) provided information about silver futures and
spot trades; (4) supplemented its description of the
process of Share (as defined herein) redemptions;
(5) supplemented its description of how the Trust’s
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2 17
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received any comments on the proposed
rule change. The Commission is
publishing this notice to solicit
comments on Amendment No. 2 from
interested persons, and is approving the
proposed rule change, as modified by
Amendment No. 2, on an accelerated
basis.
II. Description of the Proposed Rule
Change, as Modified by Amendment
No. 2
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
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 Rule 8.201–E.5 Under
net asset value (‘‘NAV’’) will be calculated; (6)
increased the minimum number of Shares that the
Exchange will require to be outstanding at the
commencement of trading; (7) expanded the
circumstances in which the Exchange would or
might halt trading in the Shares; (8) specified that
the Shares would trade in all of the Exchange’s
trading sessions; (9) represented that silver futures
trade on significant exchanges, including COMEX,
which is (a) operated by Commodities Exchange,
Inc., a subsidiary of NYMEX (as defined herein) and
(b) regulated by the CFTC (as defined herein); (10)
represented that NYMEX is a member of ISG (as
defined herein); and (11) made certain technical
corrections. Amendment No. 2 is available at:
https://www.sec.gov/comments/sr-nysearca-2017111/nysearca2017111-2693352-161501.pdf.
5 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.
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NYSE Arca Rule 8.201–E, the Exchange
may propose to list and/or trade
pursuant to unlisted trading privileges
(‘‘UTP’’) Commodity-Based Trust
Shares.6
The Trust will not be registered as an
investment company under the
Investment Company Act of 1940, as
amended,7 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.8
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’’) 9 and ICBC Standard
Bank PLC is the custodian of the Trust
(the ‘‘Custodian’’).10
The Commission has previously
approved listing on the Exchange under
NYSE Arca Rule 8.201–E of other
precious metals and silver-based
commodity trusts, including the iShares
6 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.
7 15 U.S.C. 80a–1.
8 17 U.S.C. 1.
9 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.
10 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 loco
London account maintained for the Trust by the
Custodian on an unallocated basis pursuant to the
Trust unallocated account agreement (the ‘‘Trust
Unallocated Account’’). The Custodian is
responsible for allocating specific bars of silver to
the loco London account maintained for the Trust
by the Custodian on an allocated basis pursuant to
the Trust agreement (the ‘‘Trust Allocated
Account’’). 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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Federal Register / Vol. 82, No. 244 / Thursday, December 21, 2017 / Notices
Silver Trust,11 the ETFS Silver Trust,12
and the Sprott Physical Silver Trust.13
The Exchange represents that the
Shares satisfy the requirements of NYSE
Arca Rule 8.201–E and thereby qualify
for listing on the Exchange.14
Operation of the Trust 15
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 hold or trade in
any instrument or asset on any futures
exchange or over the counter (‘‘OTC’’)
other than physical silver bullion. The
Trust will take delivery of physical
silver bullion that complies with the
silver delivery rules of the London
Bullion Market Association (‘‘LBMA’’).
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
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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.
The most significant silver futures
exchanges are the COMEX, operated by
Commodities Exchange, Inc., a
subsidiary of the New York Mercantile
Exchange, Inc. (‘‘NYMEX’’), and the
11 See Securities Exchange Act Release No. 58956
(November 14, 2008), 73 FR 71074 (November 24,
2008) (SR–NYSEArca–2008–124).
12 See Securities Exchange Act Release No. 59781
(April 17, 2009), 74 FR 18771 (April 24, 2009) (SR–
NYSEArca–2009–28).
13 See Securities Exchange Act Release No. 63043
(October 5, 2010), 75 FR 62615 (October 12, 2010)
(SR–NYSEArca–2010–84).
14 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).
15 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 5, supra.
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Jkt 244001
Tokyo Commodity Exchange.16 U.S.
futures exchanges are registered with
the Commodities Futures Trading
Commission (‘‘CFTC’’) and seek to
provide a neutral, regulated marketplace
for the trading of derivatives contracts
for commodities, such as futures,
options and certain swaps. The silver
contract market is of significant size and
liquidity.
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.
The basis for settlement and delivery
of a spot trade is payment (generally in
U.S. dollars) two business days after the
trade date against delivery. Delivery of
the silver can either be by physical
delivery or through the clearing systems
to an unallocated account. The unit of
trade in London is the troy ounce,
whose conversion between grams is:
1,000 grams is equivalent to 32.1507465
troy ounces, and one troy ounce is
equivalent to 31.1034768 grams.
A good delivery silver bar is
acceptable for delivery in settlement of
a transaction on the OTC market (a
‘‘London Good Delivery Bar’’). A
London Good Delivery Bar must contain
between 750 troy ounces and 1,100 troy
ounces of silver with a minimum
fineness (or purity) of 999.0 parts per
1,000. A London Good Delivery Bar
must also bear the stamp of one of the
refiners who are on the LBMA-approved
list. Unless otherwise specified, the
silver spot price always refers to that of
a London Good Delivery Bar.
Creation and Redemption of Shares
The Trust will create and redeem
Shares on a continuous basis in one or
16 The NYMEX is a member of the Intermarket
Surveillance Group (‘‘ISG’’).
PO 00000
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60641
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 issued or 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 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 another LBMA-approved 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,
acting on authority of the registered
holder of Shares or on their own
account, may surrender Baskets of
Shares in exchange for the
corresponding amount of silver
(measured in ounces) announced by the
Trustee (the ‘‘Basket Amount’’). 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
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Federal Register / Vol. 82, No. 244 / Thursday, December 21, 2017 / Notices
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.
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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 there is no LBMA
Silver Price on that day, 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 by consulting other public
sources of pricing information. For
instance, the Sponsor could use the spot
silver price published by the
LMEprecious platform, a trading
platform developed and operated by the
London Metal Exchange.
Authorized Participants will offer
Shares in the secondary market 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.
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20:57 Dec 20, 2017
Jkt 244001
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 8:00
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
websites 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.17
Reuters and Bloomberg provide at no
charge on their websites 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 website. There are
a variety of other public websites
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
17 See
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Frm 00065
Fmt 4703
Sfmt 4703
also generally available with bid/ask
spreads from silver bullion dealers.18
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.19
The website 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 20 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 website for the Trust will
also provide the Trust’s prospectus.
Finally, the Trust’s website 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 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 Rule 8.201–E(e)
for initial and continued listing of the
Shares.
A minimum of two Baskets or 100,000
Shares will be required to be
outstanding at the start of trading,
which is equivalent to 100,000 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.
18 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.
19 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.
20 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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Trading Rules
The Exchange deems the Shares to be
equity securities, thus rendering trading
in the Shares subject to the Exchange’s
existing rules governing the trading of
equity securities. Trading in the Shares
on the Exchange will occur during all
three trading sessions in accordance
with NYSE Arca Rule 7.34–E(a). The
Exchange has appropriate rules to
facilitate transactions in the Shares
during all trading sessions. As provided
in NYSE Arca Rule 7.6–E, 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 quoting and order entry is
$0.0001.
Further, NYSE Arca Rule 8.201–E sets
forth certain restrictions on ETP
Holders 21 acting as registered Market
Makers in the Shares to facilitate
surveillance. Under NYSE Arca Rule
8.201–E(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 Rule 11.3 requires an ETP Holder
acting as a registered Market Maker in
the Shares and its affiliates 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
21 An ‘‘ETP Holder’’ means a sole proprietorship,
partnership, corporation, limited liability company
or other organization in good standing that is a
registered broker-dealer and has been issued an
Equity Trading Permit by the Exchange. See NYSE
Arca Rule 1.1(n) and (o).
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20:57 Dec 20, 2017
Jkt 244001
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.22 The Exchange will halt trading in
the Shares if the NAV of the Trust is not
calculated or disseminated daily or if
not made available to all participants at
the same time. 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. The Exchange will also
consider halting trading on a business
day when the LBMA Silver Price or
other applicable benchmark price is not
announced.
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.23 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
22 See
NYSE Arca Rule 7.12–E.
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.
23 FINRA
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60643
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
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.24
Also, pursuant to NYSE Arca Rule
8.201–E(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 or reference
assets, (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 Rule 5.5–E(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.
24 For a list of the current members of ISG, see
www.isgportal.org.
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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 Rule 9.2–E(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 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) 25 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
25 15
U.S.C. 78f(b)(5).
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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 Rule
8.201–E. 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 most significant
silver futures exchange in the U.S. is the
COMEX, operated by Commodities
Exchange, Inc., a subsidiary of the
NYMEX, which is an ISG member. U.S.
futures exchanges are registered with
the CFTC and seek to provide a neutral,
regulated marketplace for the trading of
derivatives contracts for commodities,
such as futures, options and certain
swaps. The silver contract market is of
significant size and liquidity.
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 websites 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
website. 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 website
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.
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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.
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. Discussion and Commission
Findings
After careful review, the Commission
finds that the Exchange’s proposed rule
change, as modified by Amendment No.
2, to list and trade the Shares is
consistent with the Act and the rules
and regulations thereunder applicable to
a national securities exchange.26 In
particular, the Commission finds that
the proposed rule change is consistent
with Section 6(b)(5) of the Exchange
Act,27 which requires, among other
things, that the Exchange’s rules be
designed to prevent fraudulent and
manipulative acts and practices,
promote just and equitable principles of
trade, to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and, in general, to protect
investors and the public interest. The
Commission notes that the Exchange
26 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
27 15 U.S.C. 78f(b)(5).
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has represented that it will be able to
share surveillance information with a
significant, regulated market for trading
futures on silver.28 The Commission
also notes that it previously approved
the listing and trading on the Exchange
of other silver-based commodity
trusts.29
The Commission also finds that the
proposal is consistent with Section
11A(a)(1)(C)(iii) of the Act,30 which sets
forth Congress’ finding that it is in the
public interest and appropriate for the
protection of investors and the
maintenance of fair and orderly markets
to assure the availability to brokers,
dealers, and investors of information
with respect to quotations for and
transactions in securities. The last-sale
price of the Shares will be disseminated
over the Consolidated Tape. 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 Commission believes that the
proposed rule change is reasonably
designed to promote fair disclosure of
information that may be necessary to
price the Shares appropriately. NYSE
Arca Rule 8.201–E(e)(2)(v) requires that
an IIV (which is referred to in the rule
as the ‘‘Indicative Trust Value’’) be
made available at least every 15
seconds. 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.31 The
Exchange states that 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.32 According
to the Exchange, there is a considerable
amount of information about silver
markets available on public websites
and through professional and
28 Specifically, according to the Exchange,
COMEX is operated by Commodities Exchange,
Inc., a subsidiary of the NYMEX, and is regulated
by the CFTC. The Exchange also states that the
NYMEX is a member of the ISG, which will allow
the Exchange to obtain surveillance information.
See Amendment No. 2, supra note 4, at 6, 14.
29 See, e.g., Securities Exchange Act Release Nos.
59781 (Apr. 17, 2009), 74 FR 18771 (Apr. 24, 2009)
(SR–NYSEArca–2009–28) (approving the listing and
trading of the ETFS Silver Trust); and 63043 (Oct.
5, 2010), 75 FR 62615 (Oct. 12, 2010) (SR–
NYSEArca–2010–84) (approving the listing and
trading of the Sprott Physical Silver Trust).
30 15 U.S.C. 78k–1(a)(1)(C)(iii).
31 See Amendment No. 2, supra note 4, at 10.
32 See id.
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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.33
Additionally, 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 website.34 The Trust also
will publish the following information
on its website: (1) The mid-point of the
bid-ask price at the close of trading, and
a calculation of the premium or
discount of such price against the NAV;
(2) 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; (3) the Trust’s prospectus, as
well as the two most recent reports to
stockholders; and (4) the prior day’s
closing price of the Shares as traded in
the U.S. market.35
The Commission also believes that the
proposal is reasonably designed to
prevent trading when a reasonable
degree of transparency cannot be
assured. 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 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
33 See Amendment No. 2, supra note 4, at 9. The
Exchange states that Reuters and Bloomberg, for
example, provide at no charge on their websites
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. ICAP’s EBS platform 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. Complete real-time data for
silver futures and options prices traded on the
COMEX are available by subscription from Reuters
and Bloomberg. NYMEX also provides delayed
futures and options information on current and past
trading sessions and market news free of charge on
its website. There are a variety of other public
websites providing information on silver, ranging
from those specializing in precious metals to sites
maintained by major newspapers. See id.
34 See id. at 15.
35 See id. at 10 and 15.
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60645
caused by extraordinary market
volatility pursuant to the Exchange’s
‘‘circuit breaker’’ rule.36 The Exchange
will halt trading in the Shares if the
NAV of the Trust is not calculated or
disseminated daily or if not made
available to all participants at the same
time.37 The Exchange may halt trading
during the day in which an interruption
occurs to the dissemination of the IIV;
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.38
Additionally, the Commission notes
that market makers in the Shares would
be subject to the requirements of NYSE
Arca Rule 8.201–E(g), which allow the
Exchange to ensure that they do not use
their positions to violate the
requirements of Exchange rules or
applicable federal securities laws.39
In support of this proposal, the
Exchange has made the following
additional representations:
(1) The Shares will be listed and
traded on the Exchange pursuant to the
initial and continued listing criteria in
NYSE Arca Rule 8.201–E.40
(2) The Exchange has appropriate
rules to facilitate transactions in the
Shares during all trading sessions.41
(3) The Exchange deems the Shares to
be equity securities.42
(4) The Exchange has a general policy
prohibiting the distribution of material,
non-public information by its
employees.43
(5) Trading in the Shares will be
subject to the existing trading
surveillances administered by the
Exchange, as well as cross-market
surveillances administered by FINRA on
behalf of the Exchange, which are
designed to detect violations of
Exchange rules and applicable federal
securities laws, and that these
procedures are adequate to properly
36 See
id. at 12, n.20 and accompanying text.
id. at 12.
38 See id.
39 Commentary .04 of NYSE Arca Rule 11.3
requires that an ETP Holder acting as a registered
market maker in the Shares, and its affiliates,
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.
40 See Amendment No. 2, supra note 4, at 14.
41 See id. at 11.
42 See id. The Commission notes that, as a result,
trading of the Shares will be subject to the
Exchange’s existing rules governing the trading of
equity securities.
43 See id. at 13.
37 See
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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.44
(6) 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
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.45
(7) 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 Rule 9.2–E(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) 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.46
(8) All statements and representations
made in the Exchange’s filing regarding
(a) the description of the portfolio or
reference assets, (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.47
(9) The issuer has represented to the
Exchange that it will advise the
44 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. See id. at 12, n.21.
45 See id. at 12–13.
46 See id. at 13.
47 See id.
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20:57 Dec 20, 2017
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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 48 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
the NYSE Arca Rule 5.5–E(m).49
This approval order is based on all of
the Exchange’s representations—
including those set forth above and in
Amendment No. 2—and the Exchange’s
description of the Trust.
For the foregoing reasons, the
Commission finds that the proposed
rule change, as modified by Amendment
No. 2, is consistent with Section 6(b)(5)
of the Act 50 and the rules and
regulations thereunder applicable to a
national securities exchange.
IV. Solicitation of Comments on
Amendment No. 2 to the Proposed Rule
Change
Interested persons are invited to
submit written data, views, and
arguments concerning Amendment No.
2 to the proposed rule change.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
NYSEArca–2017–111 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–2017–111. 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
48 The Commission notes that certain proposals
for the listing and trading of exchange-traded
products include a representation that the exchange
will ‘‘surveil’’ for compliance with the continued
listing requirements. See, e.g., Securities Exchange
Act Release No. 77499 (April 1, 2016), 81 FR 20428,
20432 (April 7, 2016) (SR–BATS–2016–04). In the
context of this representation, it is the
Commission’s view that ‘‘monitor’’ and ‘‘surveil’’
both mean ongoing oversight of compliance with
the continued listing requirements. Therefore, the
Commission does not view ‘‘monitor’’ as a more or
less stringent obligation than ‘‘surveil’’ with respect
to the continued listing requirements.
49 See Amendment No. 2, supra note 4, at 13.
50 15 U.S.C. 78f(b)(5).
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post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of this
filing will also be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NYSEArca–2017–111 and
should be submitted on or before
January 11, 2018.
V. Accelerated Approval of Proposed
Rule Change, as Modified by
Amendment No. 2
The Commission finds good cause to
approve the proposed rule change, as
modified by Amendment No. 2, prior to
the 30th day after the date of
publication of notice of Amendment No.
2 in the Federal Register. Amendment
No. 2 supplements the proposal by
providing additional information
regarding the Trust and the silver
futures market, and by expanding the
circumstances in which the Exchange
would or might halt trading in the
Shares. These changes assisted the
Commission in evaluating the Shares’
susceptibility to manipulation, and in
determining that the listing and trading
of the Shares is consistent with the
protection of investors and the public
interest. Accordingly, the Commission
finds good cause, pursuant to Section
19(b)(2) of the Exchange Act,51 to
approve the proposed rule change, as
modified by Amendment No. 2, on an
accelerated basis.
VI. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Exchange Act,52
51 15
U.S.C. 78s(b)(2).
52 Id.
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that the proposed rule change (SR–
NYSEArca–2017–111), as modified by
Amendment No. 2, be, and it hereby is,
approved on an accelerated basis.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.53
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017–27463 Filed 12–20–17; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–146, OMB Control No.
3235–0134]
Dated: December 15, 2017.
Robert W. Errett,
Deputy Secretary.
Submission for OMB Review;
Comment Request
[FR Doc. 2017–27460 Filed 12–20–17; 8:45 am]
Upon Written Request, Copies Available
From: U.S. Securities and Exchange
Commission, Office of FOIA Services,
Washington, DC 20549–2736
Extension:
Rule 15c1–7
daltland on DSKBBV9HB2PROD with NOTICES
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
The public may view the background
documentation for this information
collection at the following website:
www.reginfo.gov.
Please direct your written comments
to: Pamela Dyson, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE, Washington,
DC 20549, or by sending an email to:
PRA_Mailbox@sec.gov. Comments must
be submitted to OMB within 30 days of
this notice.
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82339; File No. SR–
NYSEAMER–2017–37]
Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) has submitted to the
Office of Management and Budget
(‘‘OMB’’) a request for approval of
extension of the existing collection of
information provided for in Rule
15c1–7 (17 CFR 240.15c1–7) under the
Securities Exchange Act of 1934 (15
U.S.C. 78a et seq.) (‘‘Exchange Act’’).
Rule 15c1–7 states that any act of a
broker-dealer designed to effect
securities transactions with or for a
customer account over which the
broker-dealer (directly or through an
agent or employee) has discretion will
be considered a fraudulent,
manipulative, or deceptive practice
under the federal securities laws, unless
a record is made of the transaction
immediately by the broker-dealer. The
record must include (a) the name of the
customer, (b) the name, amount, and
price of the security, and (c) the date
and time when such transaction took
place. The Commission estimates that
394 respondents collect information
related to approximately 400,000
transactions annually under Rule
15c1–7 and that each respondent would
spend approximately 5 minutes on the
collection of information for each
transaction, for approximately 33,338
aggregate hours per year (approximately
84.6 hours per respondent).
An agency may not conduct or
sponsor, and a person is not required to
Self-Regulatory Organizations; NYSE
American LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend NYSE
American Rule 8.700E To Add Futures
and Swaps on the EURO STOXX 50
Volatility Index to the Financial
Instruments That an Issue of Managed
Trust Securities May Hold
December 15, 2017.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on December
6, 2017, NYSE American LLC
(‘‘Exchange’’ or ‘‘NYSE American’’) filed
with the Securities and Exchange
Commission (‘‘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 amend
NYSE American Rule 8.700E to add
EURO STOXX 50 Volatility Index
(VSTOXX®) futures and swaps on
VSTOXX to the financial instruments
that an issue of Managed Trust
Securities may hold. The proposed rule
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
53 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
20:57 Dec 20, 2017
Jkt 244001
PO 00000
Frm 00070
Fmt 4703
Sfmt 4703
60647
change is available on the Exchange’s
website 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
NYSE American Rule 8.700E permits
the trading of Managed Trust Securities
either by listing or pursuant to unlisted
trading privileges (‘‘UTP’’).3 The
Exchange proposes to amend NYSE
American Rule 8.700E to add futures
and swaps on the EURO STOXX 50
Volatility Index (‘‘VSTOXX’’) to the
financial instruments in which an issue
of Managed Trust Securities may hold
long and/or short positions. (Futures on
VSTOXX are referred to herein as
‘‘Futures Contracts.’’)
3 The term ‘‘Managed Trust Securities’’ as used in
the NYSE American Rules will, unless the context
otherwise requires, mean a security that is
registered under the Securities Act of 1933, as
amended (15 U.S.C. 77a), and (i) is issued by a trust
(‘‘Trust’’), or any series thereof, that (1) is a
commodity pool as defined in the Commodity
Exchange Act and regulations thereunder, is not
registered or required to be registered as an
investment company under the Investment
Company Act of 1940, as amended, and is managed
by a commodity pool operator registered with the
Commodity Futures Trading Commission, and (2)
holds long and/or short positions in exchangetraded futures contracts and/or certain currency
forward contracts and/or swaps selected by the
Trust’s advisor consistent with the Trust’s
investment objectives, which will only include
exchange-traded futures contracts involving
commodities, commodity indices, currencies,
currency indices, stock indices, fixed income
indices, interest rates and sovereign, private and
mortgage or asset backed debt instruments, and/or
forward contracts on specified currencies, and/or
swaps on stock indices, fixed income indices,
commodity indices, commodities, currencies,
currency indices, or interest rates, each as disclosed
in the Trust’s prospectus as such may be amended
from time to time, and cash and cash equivalents;
and (ii) is issued and redeemed continuously in
specified aggregate amounts at the next applicable
net asset value. See NYSE American Rule 8.700E(c).
E:\FR\FM\21DEN1.SGM
21DEN1
]]>Agencies
[Federal Register Volume 82, Number 244 (Thursday, December 21, 2017)]
[Notices]
[Pages 60640-60647]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-27463]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-82334; File No. SR-NYSEArca-2017-111]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Amendment No. 2 and Order Approving on an Accelerated Basis a
Proposed Rule Change, as Modified by Amendment No. 2, To List and Trade
Shares of the GraniteShares Silver Trust Under NYSE Arca Rule 8.201-E
December 15, 2017
I. Introduction
On September 12, 2017, NYSE Arca, Inc. (``NYSE Arca'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Exchange Act'' or ``Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to list and trade shares of the
GraniteShares Silver Trust under NYSE Arca Rule 8.201-E. The proposed
rule change was published for comment in the Federal Register on
September 29, 2017.\3\ On October 24, 2017, the Exchange filed
Amendment No. 1 to the proposed rule change, which superseded the
proposed rule change as originally filed. On November 16, 2017, the
Exchange filed Amendment No. 2 to the proposed rule change, which
superseded the proposed rule change as modified by Amendment No. 1.\4\
The Commission has not received any comments on the proposed rule
change. The Commission is publishing this notice to solicit comments on
Amendment No. 2 from interested persons, and is approving the proposed
rule change, as modified by Amendment No. 2, on an accelerated basis.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 81699 (Sept. 25,
2017), 82 FR 45634.
\4\ In Amendment No. 2, the Exchange: (1) Clarified the
permitted investments of the Trust (as defined herein); (2)
supplemented its description of the duties of the Trust Custodian
(as defined herein); (3) provided information about silver futures
and spot trades; (4) supplemented its description of the process of
Share (as defined herein) redemptions; (5) supplemented its
description of how the Trust's net asset value (``NAV'') will be
calculated; (6) increased the minimum number of Shares that the
Exchange will require to be outstanding at the commencement of
trading; (7) expanded the circumstances in which the Exchange would
or might halt trading in the Shares; (8) specified that the Shares
would trade in all of the Exchange's trading sessions; (9)
represented that silver futures trade on significant exchanges,
including COMEX, which is (a) operated by Commodities Exchange,
Inc., a subsidiary of NYMEX (as defined herein) and (b) regulated by
the CFTC (as defined herein); (10) represented that NYMEX is a
member of ISG (as defined herein); and (11) made certain technical
corrections. Amendment No. 2 is available at: https://www.sec.gov/comments/sr-nysearca-2017-111/nysearca2017111-2693352-161501.pdf.
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change, as Modified by Amendment
No. 2
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
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 Rule 8.201-
E.\5\ Under NYSE Arca Rule 8.201-E, the Exchange may propose to list
and/or trade pursuant to unlisted trading privileges (``UTP'')
Commodity-Based Trust Shares.\6\
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\5\ 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.
\6\ 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.
---------------------------------------------------------------------------
The Trust will not be registered as an investment company under the
Investment Company Act of 1940, as amended,\7\ 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.\8\
---------------------------------------------------------------------------
\7\ 15 U.S.C. 80a-1.
\8\ 17 U.S.C. 1.
---------------------------------------------------------------------------
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'') \9\ and ICBC Standard Bank PLC is the custodian
of the Trust (the ``Custodian'').\10\
---------------------------------------------------------------------------
\9\ 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.
\10\ 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 loco London account
maintained for the Trust by the Custodian on an unallocated basis
pursuant to the Trust unallocated account agreement (the ``Trust
Unallocated Account''). The Custodian is responsible for allocating
specific bars of silver to the loco London account maintained for
the Trust by the Custodian on an allocated basis pursuant to the
Trust agreement (the ``Trust Allocated Account''). 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.
---------------------------------------------------------------------------
The Commission has previously approved listing on the Exchange
under NYSE Arca Rule 8.201-E of other precious metals and silver-based
commodity trusts, including the iShares
[[Page 60641]]
Silver Trust,\11\ the ETFS Silver Trust,\12\ and the Sprott Physical
Silver Trust.\13\
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\11\ See Securities Exchange Act Release No. 58956 (November 14,
2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca-2008-124).
\12\ See Securities Exchange Act Release No. 59781 (April 17,
2009), 74 FR 18771 (April 24, 2009) (SR-NYSEArca-2009-28).
\13\ See Securities Exchange Act Release No. 63043 (October 5,
2010), 75 FR 62615 (October 12, 2010) (SR-NYSEArca-2010-84).
---------------------------------------------------------------------------
The Exchange represents that the Shares satisfy the requirements of
NYSE Arca Rule 8.201-E and thereby qualify for listing on the
Exchange.\14\
---------------------------------------------------------------------------
\14\ 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).
---------------------------------------------------------------------------
Operation of the Trust \15\
---------------------------------------------------------------------------
\15\ 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 5, 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 hold or trade in any instrument or asset on any
futures exchange or over the counter (``OTC'') other than physical
silver bullion. The Trust will take delivery of physical silver bullion
that complies with the silver delivery rules of the London Bullion
Market Association (``LBMA'').
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. The most
significant silver futures exchanges are the COMEX, operated by
Commodities Exchange, Inc., a subsidiary of the New York Mercantile
Exchange, Inc. (``NYMEX''), and the Tokyo Commodity Exchange.\16\ U.S.
futures exchanges are registered with the Commodities Futures Trading
Commission (``CFTC'') and seek to provide a neutral, regulated
marketplace for the trading of derivatives contracts for commodities,
such as futures, options and certain swaps. The silver contract market
is of significant size and liquidity.
---------------------------------------------------------------------------
\16\ The NYMEX is a member of the Intermarket Surveillance Group
(``ISG'').
---------------------------------------------------------------------------
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.
The basis for settlement and delivery of a spot trade is payment
(generally in U.S. dollars) two business days after the trade date
against delivery. Delivery of the silver can either be by physical
delivery or through the clearing systems to an unallocated account. The
unit of trade in London is the troy ounce, whose conversion between
grams is: 1,000 grams is equivalent to 32.1507465 troy ounces, and one
troy ounce is equivalent to 31.1034768 grams.
A good delivery silver bar is acceptable for delivery in settlement
of a transaction on the OTC market (a ``London Good Delivery Bar''). A
London Good Delivery Bar must contain between 750 troy ounces and 1,100
troy ounces of silver with a minimum fineness (or purity) of 999.0
parts per 1,000. A London Good Delivery Bar must also bear the stamp of
one of the refiners who are on the LBMA-approved list. Unless otherwise
specified, the silver spot price always refers to that of a London Good
Delivery Bar.
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 issued or 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 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 another LBMA-approved 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,
acting on authority of the registered holder of Shares or on their own
account, may surrender Baskets of Shares in exchange for the
corresponding amount of silver (measured in ounces) announced by the
Trustee (the ``Basket Amount''). 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
[[Page 60642]]
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 there
is no LBMA Silver Price on that day, 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 by consulting other public sources of pricing information. For
instance, the Sponsor could use the spot silver price published by the
LMEprecious platform, a trading platform developed and operated by the
London Metal Exchange.
Authorized Participants will offer Shares in the secondary market
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 8:00 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 websites 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.\17\
---------------------------------------------------------------------------
\17\ See https://www.icap.com.
---------------------------------------------------------------------------
Reuters and Bloomberg provide at no charge on their websites
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 website. There are a variety of other public websites
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 also generally
available with bid/ask spreads from silver bullion dealers.\18\
---------------------------------------------------------------------------
\18\ 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.\19\
---------------------------------------------------------------------------
\19\ 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 website 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 \20\ 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 website for the Trust will also provide the Trust's
prospectus. Finally, the Trust's website 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.
---------------------------------------------------------------------------
\20\ 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.
---------------------------------------------------------------------------
Criteria for Initial and Continued Listing
The Trust will be subject to the criteria in NYSE Arca Rule 8.201-
E(e) for initial and continued listing of the Shares.
A minimum of two Baskets or 100,000 Shares will be required to be
outstanding at the start of trading, which is equivalent to 100,000
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.
[[Page 60643]]
Trading Rules
The Exchange deems the Shares to be equity securities, thus
rendering trading in the Shares subject to the Exchange's existing
rules governing the trading of equity securities. Trading in the Shares
on the Exchange will occur during all three trading sessions in
accordance with NYSE Arca Rule 7.34-E(a). The Exchange has appropriate
rules to facilitate transactions in the Shares during all trading
sessions. As provided in NYSE Arca Rule 7.6-E, 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 quoting and order entry is $0.0001.
Further, NYSE Arca Rule 8.201-E sets forth certain restrictions on
ETP Holders \21\ acting as registered Market Makers in the Shares to
facilitate surveillance. Under NYSE Arca Rule 8.201-E(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 Rule 11.3 requires an
ETP Holder acting as a registered Market Maker in the Shares and its
affiliates 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).
---------------------------------------------------------------------------
\21\ An ``ETP Holder'' means a sole proprietorship, partnership,
corporation, limited liability company or other organization in good
standing that is a registered broker-dealer and has been issued an
Equity Trading Permit by the Exchange. See NYSE Arca Rule 1.1(n) and
(o).
---------------------------------------------------------------------------
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.\22\ The Exchange will halt trading in the Shares if the
NAV of the Trust is not calculated or disseminated daily or if not made
available to all participants at the same time. 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. The Exchange will also
consider halting trading on a business day when the LBMA Silver Price
or other applicable benchmark price is not announced.
---------------------------------------------------------------------------
\22\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------
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.\23\ 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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\23\ 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 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.\24\
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\24\ For a list of the current members of ISG, see
www.isgportal.org.
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Also, pursuant to NYSE Arca Rule 8.201-E(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 or reference assets, (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 Rule 5.5-E(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.
[[Page 60644]]
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 Rule 9.2-E(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 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) \25\ 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.
---------------------------------------------------------------------------
\25\ 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 Rule 8.201-E. 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 most
significant silver futures exchange in the U.S. is the COMEX, operated
by Commodities Exchange, Inc., a subsidiary of the NYMEX, which is an
ISG member. U.S. futures exchanges are registered with the CFTC and
seek to provide a neutral, regulated marketplace for the trading of
derivatives contracts for commodities, such as futures, options and
certain swaps. The silver contract market is of significant size and
liquidity.
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 websites 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 website. 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 website 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.
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. Discussion and Commission Findings
After careful review, the Commission finds that the Exchange's
proposed rule change, as modified by Amendment No. 2, to list and trade
the Shares is consistent with the Act and the rules and regulations
thereunder applicable to a national securities exchange.\26\ In
particular, the Commission finds that the proposed rule change is
consistent with Section 6(b)(5) of the Exchange Act,\27\ which
requires, among other things, that the Exchange's rules be designed to
prevent fraudulent and manipulative acts and practices, promote just
and equitable principles of trade, to remove impediments to and perfect
the mechanism of a free and open market and a national market system,
and, in general, to protect investors and the public interest. The
Commission notes that the Exchange
[[Page 60645]]
has represented that it will be able to share surveillance information
with a significant, regulated market for trading futures on silver.\28\
The Commission also notes that it previously approved the listing and
trading on the Exchange of other silver-based commodity trusts.\29\
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\26\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\27\ 15 U.S.C. 78f(b)(5).
\28\ Specifically, according to the Exchange, COMEX is operated
by Commodities Exchange, Inc., a subsidiary of the NYMEX, and is
regulated by the CFTC. The Exchange also states that the NYMEX is a
member of the ISG, which will allow the Exchange to obtain
surveillance information. See Amendment No. 2, supra note 4, at 6,
14.
\29\ See, e.g., Securities Exchange Act Release Nos. 59781 (Apr.
17, 2009), 74 FR 18771 (Apr. 24, 2009) (SR-NYSEArca-2009-28)
(approving the listing and trading of the ETFS Silver Trust); and
63043 (Oct. 5, 2010), 75 FR 62615 (Oct. 12, 2010) (SR-NYSEArca-2010-
84) (approving the listing and trading of the Sprott Physical Silver
Trust).
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The Commission also finds that the proposal is consistent with
Section 11A(a)(1)(C)(iii) of the Act,\30\ which sets forth Congress'
finding that it is in the public interest and appropriate for the
protection of investors and the maintenance of fair and orderly markets
to assure the availability to brokers, dealers, and investors of
information with respect to quotations for and transactions in
securities. The last-sale price of the Shares will be disseminated over
the Consolidated Tape. 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.
---------------------------------------------------------------------------
\30\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------
The Commission believes that the proposed rule change is reasonably
designed to promote fair disclosure of information that may be
necessary to price the Shares appropriately. NYSE Arca Rule 8.201-
E(e)(2)(v) requires that an IIV (which is referred to in the rule as
the ``Indicative Trust Value'') be made available at least every 15
seconds. 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.\31\ The Exchange states that
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.\32\ According to the Exchange, there is a
considerable amount of information about silver markets available on
public websites 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.\33\
---------------------------------------------------------------------------
\31\ See Amendment No. 2, supra note 4, at 10.
\32\ See id.
\33\ See Amendment No. 2, supra note 4, at 9. The Exchange
states that Reuters and Bloomberg, for example, provide at no charge
on their websites 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. ICAP's EBS platform 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. Complete real-time
data for silver futures and options prices traded on the COMEX are
available by subscription from Reuters and Bloomberg. NYMEX also
provides delayed futures and options information on current and past
trading sessions and market news free of charge on its website.
There are a variety of other public websites providing information
on silver, ranging from those specializing in precious metals to
sites maintained by major newspapers. See id.
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Additionally, 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 website.\34\ The Trust also will publish the
following information on its website: (1) The mid-point of the bid-ask
price at the close of trading, and a calculation of the premium or
discount of such price against the NAV; (2) 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; (3) the Trust's prospectus, as
well as the two most recent reports to stockholders; and (4) the prior
day's closing price of the Shares as traded in the U.S. market.\35\
---------------------------------------------------------------------------
\34\ See id. at 15.
\35\ See id. at 10 and 15.
---------------------------------------------------------------------------
The Commission also believes that the proposal is reasonably
designed to prevent trading when a reasonable degree of transparency
cannot be assured. 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 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.\36\ The
Exchange will halt trading in the Shares if the NAV of the Trust is not
calculated or disseminated daily or if not made available to all
participants at the same time.\37\ The Exchange may halt trading during
the day in which an interruption occurs to the dissemination of the
IIV; 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.\38\
---------------------------------------------------------------------------
\36\ See id. at 12, n.20 and accompanying text.
\37\ See id. at 12.
\38\ See id.
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Additionally, the Commission notes that market makers in the Shares
would be subject to the requirements of NYSE Arca Rule 8.201-E(g),
which allow the Exchange to ensure that they do not use their positions
to violate the requirements of Exchange rules or applicable federal
securities laws.\39\
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\39\ Commentary .04 of NYSE Arca Rule 11.3 requires that an ETP
Holder acting as a registered market maker in the Shares, and its
affiliates, 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.
---------------------------------------------------------------------------
In support of this proposal, the Exchange has made the following
additional representations:
(1) The Shares will be listed and traded on the Exchange pursuant
to the initial and continued listing criteria in NYSE Arca Rule 8.201-
E.\40\
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\40\ See Amendment No. 2, supra note 4, at 14.
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(2) The Exchange has appropriate rules to facilitate transactions
in the Shares during all trading sessions.\41\
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\41\ See id. at 11.
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(3) The Exchange deems the Shares to be equity securities.\42\
---------------------------------------------------------------------------
\42\ See id. The Commission notes that, as a result, trading of
the Shares will be subject to the Exchange's existing rules
governing the trading of equity securities.
---------------------------------------------------------------------------
(4) The Exchange has a general policy prohibiting the distribution
of material, non-public information by its employees.\43\
---------------------------------------------------------------------------
\43\ See id. at 13.
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(5) Trading in the Shares will be subject to the existing trading
surveillances administered by the Exchange, as well as cross-market
surveillances administered by FINRA on behalf of the Exchange, which
are designed to detect violations of Exchange rules and applicable
federal securities laws, and that these procedures are adequate to
properly
[[Page 60646]]
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.\44\
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\44\ 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. See id. at 12, n.21.
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(6) 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 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.\45\
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\45\ See id. at 12-13.
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(7) 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 Rule 9.2-E(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) 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.\46\
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\46\ See id. at 13.
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(8) All statements and representations made in the Exchange's
filing regarding (a) the description of the portfolio or reference
assets, (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.\47\
---------------------------------------------------------------------------
\47\ See id.
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(9) 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 \48\ 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 the NYSE Arca Rule 5.5-E(m).\49\
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\48\ The Commission notes that certain proposals for the listing
and trading of exchange-traded products include a representation
that the exchange will ``surveil'' for compliance with the continued
listing requirements. See, e.g., Securities Exchange Act Release No.
77499 (April 1, 2016), 81 FR 20428, 20432 (April 7, 2016) (SR-BATS-
2016-04). In the context of this representation, it is the
Commission's view that ``monitor'' and ``surveil'' both mean ongoing
oversight of compliance with the continued listing requirements.
Therefore, the Commission does not view ``monitor'' as a more or
less stringent obligation than ``surveil'' with respect to the
continued listing requirements.
\49\ See Amendment No. 2, supra note 4, at 13.
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This approval order is based on all of the Exchange's
representations--including those set forth above and in Amendment No.
2--and the Exchange's description of the Trust.
For the foregoing reasons, the Commission finds that the proposed
rule change, as modified by Amendment No. 2, is consistent with Section
6(b)(5) of the Act \50\ and the rules and regulations thereunder
applicable to a national securities exchange.
---------------------------------------------------------------------------
\50\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
IV. Solicitation of Comments on Amendment No. 2 to the Proposed Rule
Change
Interested persons are invited to submit written data, views, and
arguments concerning Amendment No. 2 to the proposed rule change.
Comments may be submitted by any of the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-NYSEArca-2017-111 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-2017-111. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (https://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of this filing will also be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2017-111 and should be
submitted on or before January 11, 2018.
V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 2
The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 2, prior to the 30th day after the
date of publication of notice of Amendment No. 2 in the Federal
Register. Amendment No. 2 supplements the proposal by providing
additional information regarding the Trust and the silver futures
market, and by expanding the circumstances in which the Exchange would
or might halt trading in the Shares. These changes assisted the
Commission in evaluating the Shares' susceptibility to manipulation,
and in determining that the listing and trading of the Shares is
consistent with the protection of investors and the public interest.
Accordingly, the Commission finds good cause, pursuant to Section
19(b)(2) of the Exchange Act,\51\ to approve the proposed rule change,
as modified by Amendment No. 2, on an accelerated basis.
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\51\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\52\
[[Page 60647]]
that the proposed rule change (SR-NYSEArca-2017-111), as modified by
Amendment No. 2, be, and it hereby is, approved on an accelerated
basis.
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\52\ Id.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\53\
---------------------------------------------------------------------------
\53\ 17 CFR 200.30-3(a)(12).
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Robert W. Errett,
Deputy Secretary.
[FR Doc. 2017-27463 Filed 12-20-17; 8:45 am]
BILLING CODE 8011-01-P
