Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To List and Trade Shares of the GraniteShares Gold MiniBAR Trust, 39138-39143 [2018-16890]

Download as PDF 39138 Federal Register / Vol. 83, No. 153 / Wednesday, August 8, 2018 / Notices Agency name Organization name Title Office of the Secretary of Defense Office of the Assistant Secretary of Defense (Legislative Affairs). DD170153 03/03/2018 Department of Education ................ Office of Communications and Outreach. Office of the Assistant Secretary for Electricity Delivery and Energy Reliability. Office of Public Affairs .................... Office of the Assistant Secretary of Health. Special Assistant to the Assistant Secretary of Defense (Legislative Affairs) for Installations, Environment, and Energy. Communications Director ............... DB170122 03/03/2018 Senior Advisor ................................ DE170090 03/02/2018 Press Assistant ............................... Liaison to the Veterans Administration. Special Advisor ............................... Senior Advisor to the Director, Indian Health Service. Advisor and Legal Counsel ............ 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Office of the General Counsel ....... Office of the Secretary ................... Department of State ........................ Department of the Treasury ............ Environmental Protection Agency ... Centers for Medicare and Medicaid Services. Office of the Assistant Secretary for Legislation. Office of the Chief of Protocol ........ Department of the Treasury ........... Office of the Administrator ............. General Services Administration ..... Office of the Associate Administrator for Congressional and Intergovernmental Relations. Office of the Administrator ............. National Aeronautics and Space Administration. Small Business Administration ........ Office of Communications .............. Office of Congressional and Legislative Affairs. Authority: 5 U.S.C. 3301 and 3302; E.O. 10577, 3 CFR, 1954–1958 Comp., p. 218. (the ‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by the self-regulatory organization. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. U.S. Office of Personnel Management. Jeff T.H. Pon, Director. [FR Doc. 2018–16927 Filed 8–7–18; 8:45 am] BILLING CODE 6325–39–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–83765; File No. SR– NYSEArca–2018–55] Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To List and Trade Shares of the GraniteShares Gold MiniBAR Trust August 2, 2018. sradovich on DSK3GMQ082PROD with NOTICES 19(b)(1) 1 Pursuant to Section of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that, on July 19, 2018, NYSE Arca, Inc. (the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with the Securities and Exchange Commission 15 U.S.C. 78s(b)(1). 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 1 2 VerDate Sep<11>2014 22:37 Aug 07, 2018 Jkt 244001 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to list and trade shares of GraniteShares Gold MiniBAR Trust under NYSE Arca Rule 8.201–E (‘‘Commodity-Based Trust Shares’’). The proposed 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. PO 00000 Frm 00098 Fmt 4703 Sfmt 4703 Request No. Date vacated The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange proposes to list and trade shares (‘‘Shares’’) of the GraniteShares Gold MiniBAR Trust under NYSE Arca Rule 8.201–E.4 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.’’ 5 The Trust will not be registered as an investment company under the 4 The Trust has filed a registration statement on Form S–1 under the Securities Act of 1933 (15 U.S.C. 77a), dated July 2, 2018 (File No. 333– 226034) (the ‘‘Registration Statement’’). The description of the operation of the Trust and the Shares herein is based, in part, on the Registration Statement. 5 Commodity-Based Trust Shares are securities issued by a trust that represents investors’ discrete identifiable and undivided beneficial ownership interest in the commodities deposited into the Trust. E:\FR\FM\08AUN1.SGM 08AUN1 Federal Register / Vol. 83, No. 153 / Wednesday, August 8, 2018 / Notices Investment Company Act of 1940, as amended.6 The Trust is not a commodity pool for purposes of the Commodity Exchange Act, as amended.7 The sponsor of the Trust is GraniteShares LLC (‘‘Sponsor’’). The ‘‘Trustee’’ is The Bank of New York Mellon and the ‘‘Custodian’’ is ICBC Standard Bank Plc. The Commission has previously approved listing on the Exchange under NYSE Arca Rules 5.2–E(j)(5) and 8.201– E of other precious metals and goldbased commodity trusts, including the GraniteShares Gold Trust; 8 Merk Gold Trust; 9 ETFS Gold Trust,10 ETFS Platinum Trust 11 and ETFS Palladium Trust (collectively, the ‘‘ETFS Trusts’’); 12 APMEX Physical-1 oz. Gold Redeemable Trust; 13 Sprott Gold Trust; 14 SPDR Gold Trust (formerly, streetTRACKS Gold Trust); iShares Silver Trust; 15 iShares COMEX Gold Trust; 16 Long Dollar Gold Trust; 17 Euro Gold Trust, Pound Gold Trust and Yen Gold Trust; 18 and the Gold Trust.19 6 15 U.S.C. 80a–1. U.S.C. 1. 8 Securities Exchange Act Release No. 81077 (July 5, 2017) (SR–NYSEArca–2017–55) (order approving listing and trading shares of the GraniteShares Gold Trust under NYSE Arca Equities Rule 8.201). 9 Securities Exchange Act Release No. 71378 (January 23, 2014), 79 FR 4786 (January 29, 2014) (SR–NYSEArca–2013–137). 10 Securities Exchange Act Release No. 59895 (May 8, 2009), 74 FR 22993 (May 15, 2009) (SR– NYSEArca–2009–40). 11 Securities Exchange Act Release No. 61219 (December 22, 2009), 74 FR 68886 (December 29, 2009) (SR–NYSEArca–2009–95). 12 Securities Exchange Act Release No. 61220 (December 22, 2009), 74 FR 68895 (December 29, 2009) (SR–NYSEArca–2009–94). 13 Securities Exchange Act Release No 66930 (May 7, 2012), 77 FR 27817 (May 11, 2012) (SR– NYSEArca–2012–18) 14 Securities Exchange Act Release No. 61496 (February 4, 2010), 75 FR 6758 (February 10, 2010) (SR–NYSEArca–2009–113). 15 See Securities Exchange Act Release No. 58956 (November 14, 2008), 73 FR 71074 (November 24, 2008) (SR–NYSEArca–2008–124) (approving listing on the Exchange of the iShares Silver Trust)). 16 See Securities Exchange Act Release No.56224 (August 8, 2007), 72 FR 45850 (August 15, 2007) (SR–NYSEArca-2007–76) (approving listing on the Exchange of the street TRACKS Gold Trust); Securities Exchange Act Release No. 56041 (July 11, 2007), 72 FR 39114 (July 17, 2007) (SR–NYSEArca– 2007–43) (order approving listing on the Exchange of iShares COMEX Gold Trust). 17 See Securities Exchange Act Release No. 79518 (December 9, 2016), 81 FR 90876 (December 15, 2016) (SR–NYSEArca–2016–84) (order approving listing and trading of shares of the Long Dollar Gold Trust). 18 See Securities Exchange Act Release No. 80840 (June 17, 2017) (SR–NYSEArca-2017–33) (order approving listing and trading of shares of the Euro Gold Trust, Pound Gold Trust, and the Yen Gold Trust under NYSE Arca Equities Rule 8.201). 19 See Securities Exchange Act Release No.81918 (October 23, 2017), 82 FR 49884 (October 27, 2017) (SR–NYSEArca–2017–98) (Order Approving a Proposed Rule Change, as Modified by Amendment sradovich on DSK3GMQ082PROD with NOTICES 7 17 VerDate Sep<11>2014 22:37 Aug 07, 2018 Jkt 244001 Prior to their listing on the Exchange, the Commission approved listing of the streetTRACKS Gold Trust on the New York Stock Exchange (‘‘NYSE’’) 20 and listing of iShares COMEX Gold Trust and iShares Silver Trust on the American Stock Exchange LLC.21 In addition, the Commission has approved trading of the streetTRACKS Gold Trust and iShares Silver Trust on the Exchange pursuant to UTP.22 The Exchange represents that the Shares satisfy the requirements of NYSE Arca Rule 8.201–E and thereby qualify for listing on the Exchange.23 39139 provide investors with an alternative that allows a level of participation in the gold market through the securities market. Operation of the Trust 24 The investment objective of the Trust will be for the Shares to reflect the performance of the price of gold, less the expenses and liabilities of the Trust. The Trust will issue Shares which represent units of fractional undivided beneficial interest in and ownership of the Trust. The Trust will not trade in gold futures, options or swap contracts on any futures exchange or over the counter (‘‘OTC’’). The Trust will not hold or trade in commodity futures contracts, ‘‘commodity interests’’, or any other instruments regulated by the Commodities Exchange Act. The Trust will take delivery of physical gold that complies with the London Bullion Markets Association (‘‘LBMA’’) gold delivery rules. The Shares are intended to constitute a simple and cost-effective means of making an investment similar to an investment in gold. Although the Shares are not the exact equivalent of an investment in gold, they are intended to Operation of the Gold Market The global trade in gold consists of OTC transactions in spot, forwards, and options and other derivatives, together with exchange-traded futures and options. The OTC gold market includes spot, forward, and option and other derivative transactions conducted on a principal-to-principal basis. While this is a global, nearly 24-hour per day market, its main centers are London, New York, and Zurich. According to the Registration Statement, most OTC market trades are cleared through London. The LBMA plays an important role in setting OTC gold trading industry standards. A London Good Delivery Bar (as described below), which is acceptable for settlement of any OTC transaction, will be acceptable for delivery to the Trust in connection with the issuance of Baskets. The most significant gold futures exchange in the U.S. is COMEX, operated by Commodities Exchange, Inc., a subsidiary of New York Mercantile Exchange, Inc., and a subsidiary of the Chicago Mercantile Exchange Group (the ‘‘CME Group’’). Other commodity exchanges include the Tokyo Commodity Exchange (‘‘TOCOM’’), the Multi Commodity Exchange Of India (‘‘MCX’’), the Shanghai Futures Exchange, ICE Futures US (the ‘‘ICE’’), and the Dubai Gold & Commodities Exchange. No. 1 Thereto, to List and Trade Shares of The Gold Trust under NYSE Arca Rule 8.201–E). 20 See Securities Exchange Act Release No. 50603 (October 28, 2004), 69 FR 64614 (November 5, 2004) (SR–NYSE–2004–22) (order approving listing of street TRACKS Gold Trust on NYSE). 21 See Securities Exchange Act Release Nos. 51058 (January 19, 2005), 70 FR 3749 (January 26, 2005) (SR-Amex-2004–38) (order approving listing of iShares COMEX Gold Trust on the American Stock Exchange LLC); 53521 (March 20, 2006), 71 FR 14967 (March 24, 2006) (SR–Amex–2005–72) (approving listing on the American Stock Exchange LLC of the iShares Silver Trust). 22 See Securities Exchange Act Release Nos. 53520 (March 20, 2006), 71 FR 14977 (March 24, 2006) (SR–PCX–2005–117) (approving trading on the Exchange pursuant to UTP of the iShares Silver Trust); 51245 (February 23, 2005), 70 FR 10731 (March 4, 2005) (SR–PCX–2004–117) (approving trading on the Exchange of the streetTRACKS Gold Trust pursuant to UTP). 23 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). 24 The description of the operation of the Trust, the Shares and the gold market contained herein is based, in part, on the Registration Statement. See note 4, supra. The London Gold Bullion Market According to the Registration Statement, most trading in physical gold is conducted on the OTC market, predominantly in London. LBMA coordinates various OTC-market activities, including clearing and vaulting, acts as the principal intermediary between physical gold market participants and the relevant regulators, promotes good trading practices and develops standard market documentation. In addition, the LBMA promotes refining standards for the gold market by maintaining the ‘‘London Good Delivery List,’’ which identifies refiners of gold that have been approved by the LBMA. In the OTC market, gold bars that meet the specifications for weight, dimensions, fineness (or purity), identifying marks (including the assay stamp of an LBMA-acceptable refiner) and appearance described in ‘‘The Good Delivery Rules for Gold and Silver Bars’’ published by the LBMA are referred to PO 00000 Frm 00099 Fmt 4703 Sfmt 4703 E:\FR\FM\08AUN1.SGM 08AUN1 39140 Federal Register / Vol. 83, No. 153 / Wednesday, August 8, 2018 / Notices sradovich on DSK3GMQ082PROD with NOTICES as ‘‘London Good Delivery Bars.’’ A London Good Delivery Bar (typically called a ‘‘400 ounce bar’’) must contain between 350 and 430 fine troy ounces of gold (1 troy ounce = 31.1034768 grams), with a minimum fineness (or purity) of 995 parts per 1000 (99.5%), be of good appearance and be easy to handle and stack. The fine gold content of a gold bar is calculated by multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar. A London Good Delivery Bar must also bear the stamp of one of the refiners identified on the London Good Delivery List. Following the enactment of the Financial Markets Act 2012, the Prudential Regulation Authority of the Bank of England is responsible for regulating most of the financial firms that are active in the bullion market, and the Financial Conduct Authority is responsible for consumer and competition issues. Creation and Redemption of Shares According to the Registration Statement, 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 gold determined by the Trustee on each day that the Exchange is open for regular trading. No Shares will be issued unless the Custodian has allocated to the Trust’s account the corresponding amount of gold. Initially, a Basket will require delivery of 500 fine ounces of gold. The amount of gold necessary for the creation of a Basket, or to be received upon redemption of a Basket, will decrease over the life of the Trust, due to the payment or accrual of fees and other expenses or liabilities payable by the Trust. Baskets may be created or redeemed only by Authorized Participants. Orders must be placed by 3:59 p.m. Eastern Time (‘‘E.T.’’). The day on which the 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, have entered into an agreement with the Trustee (the ‘‘Authorized Participant Agreement’’) and be in a position to transfer gold to, and take delivery of gold from, the Custodian through one or more gold accounts. The Authorized Participant Agreement provides the procedures for the creation and VerDate Sep<11>2014 22:37 Aug 07, 2018 Jkt 244001 redemption of Baskets and for the delivery of gold in connection with such creations or redemptions. According to the Registration Statement, Authorized Participants may surrender Baskets of Shares in exchange for the corresponding Basket Amount announced by the Trustee. Upon surrender of such Shares and payment of the Trustee’s applicable fee and of any expenses, taxes or charges (such as stamp taxes or stock transfer taxes or fees), the Trustee will deliver to the order of the redeeming Authorized Participant the amount of gold corresponding to the redeemed Baskets. Before surrendering Baskets of Shares for redemption, an Authorized Participant must deliver to the Trustee a written request indicating the number of Baskets it intends to redeem and the location where it would like to take delivery of the gold represented by such Baskets. The date the Trustee receives that order determines the Basket Amount to be received in exchange. However, orders received by the Trustee after 3:59 p.m. Eastern Time (‘‘E.T.’’) will 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 gold held by the Trust evidenced by the Shares being redeemed as of the date of the redemption order. Net Asset Value According to the Registration Statement, the net asset value of the Trust will be obtained by subtracting the Trust’s expenses and liabilities on any day from the value of the gold owned by the Trust on that day; the net asset value (‘‘NAV’’) per Share will be obtained by dividing the net asset value 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 net asset value of the Trust and the NAV per Share as promptly as practicable after 4:00 p.m. (E.T.). The Trustee will value the Trust’s gold on the basis of LBMA Gold Price PM. If there is no LBMA Gold Price PM on any day, the Trustee is authorized to use the LBMA Gold Price AM announced on that day. If neither price is available for that day, the Trustee will value the Trust’s gold based on the most recently announced LBMA Gold Price PM or LBMA Gold Price AM. If the Sponsor determines that such price is inappropriate to use, the Sponsor will identify an alternate basis for evaluation to be employed by the Trustee. Further, the Sponsor may PO 00000 Frm 00100 Fmt 4703 Sfmt 4703 instruct the Trustee to use on an ongoing basis a different publicly available price which the Sponsor determines to fairly represent the commercial value of the Trust’s gold. Availability of Information Regarding Gold Currently, the Consolidated Tape Plan does not provide for dissemination of the spot price of a commodity such as gold over the Consolidated Tape. However, there will be disseminated over the Consolidated Tape the last sale price for the Shares. In addition, there is a considerable amount of information about gold and gold markets available on public websites and through professional and subscription services. Investors may obtain gold pricing information on a 24-hour basis based on the spot price for an ounce of Gold from various financial information service providers, such as Reuters and Bloomberg. Reuters and Bloomberg, for example, provide at no charge on their websites delayed information regarding the spot price of Gold and last sale prices of Gold futures, as well as information about news and developments in the gold market. Reuters and Bloomberg also offer a professional service to subscribers for a fee that provides information on Gold prices directly from market participants. Complete realtime data for Gold futures and options prices traded on the COMEX are available by subscription from Reuters and Bloomberg. There are a variety of other public websites providing information on gold, ranging from those specializing in precious metals to sites maintained by major newspapers. In addition, the LBMA Gold Price is publicly available at no charge at www.lbma.org.uk. Availability of Information The intraday indicative value (‘‘IIV’’) per Share for the Shares will be disseminated by one or more major market data vendors. The IIV will be calculated based on the amount of gold held by the Trust and a price of gold derived from updated bids and offers indicative of the spot price of gold.25 The 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 26 at the close 25 The IIV on a per Share basis disseminated during the Core Trading Session should not be viewed as a real-time update of the NAV, which is calculated once a day. 26 The bid-ask price of the Shares will be determined using the highest bid and lowest offer E:\FR\FM\08AUN1.SGM 08AUN1 Federal Register / Vol. 83, No. 153 / Wednesday, August 8, 2018 / Notices 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 last sale price of the Shares as traded in the U.S. market. In addition, information regarding market price and trading volume of the Shares will be continually available on a real-time basis throughout the day on brokers’ computer screens and other electronic services. Information regarding the previous day’s closing price and trading volume information for the Shares will be published daily in the financial section of newspapers. sradovich on DSK3GMQ082PROD with NOTICES 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 1,000 fine ounces of gold or about $1.24 million as of July 18, 2018. The Exchange believes that the anticipated minimum number of Shares outstanding at the start of trading is sufficient to provide adequate market liquidity. Trading Rules The Exchange deems the Shares to be equity securities, thus rendering trading in the Trust subject to the Exchange’s existing rules governing the trading of equity securities. Trading in the Shares on the Exchange will occur in accordance with NYSE Arca 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 order entry is $0.0001. Further, NYSE Arca Rule 8.201–E sets forth certain restrictions on ETP Holders 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 on the Consolidated Tape as of the time of calculation of the closing day NAV. VerDate Sep<11>2014 22:37 Aug 07, 2018 Jkt 244001 provide the Exchange with information relating to its trading in the underlying gold, related futures or options on futures, or any other related derivatives. Commentary .04 of NYSE Arca Rule 11.3–E requires an ETP Holder acting as a registered Market Maker, and its affiliates, in the Shares to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of any material nonpublic information with respect to such products, any components of the related products, any physical asset or commodity underlying the product, applicable currencies, underlying indexes, related futures or options on futures, and any related derivative instruments (including the Shares). As a general matter, the Exchange has regulatory jurisdiction over its ETP Holders and their associated persons, which include any person or entity controlling an ETP Holder. A subsidiary or affiliate of an ETP Holder that does business only in commodities or futures contracts would not be subject to Exchange jurisdiction, but the Exchange could obtain information regarding the activities of such subsidiary or affiliate through surveillance sharing agreements with regulatory organizations of which such subsidiary or affiliate is a member. With respect to trading halts, the Exchange may consider all relevant factors in exercising its discretion to halt or suspend trading in the Shares. Trading on the Exchange in the Shares may be halted because of market conditions or for reasons that, in the view of the Exchange, make trading in the Shares inadvisable. These may include: (1) The extent to which conditions in the underlying gold market have caused disruptions and/or lack of trading, or (2) whether other unusual conditions or circumstances detrimental to the maintenance of a fair and orderly market are present. In addition, trading in Shares will be subject to trading halts caused by extraordinary market volatility pursuant to the Exchange’s ‘‘circuit breaker’’ rule.27 The Exchange will halt trading in the Shares if the NAV of the Trust is not calculated or disseminated daily. The Exchange may halt trading during the day in which an interruption occurs to the dissemination of the IIV, as described above. If the interruption to the dissemination of the IIV persists past the trading day in which it occurs, the Exchange will halt trading no later than the beginning of the trading day following the interruption. 27 See PO 00000 NYSE Arca Rule 7.12–E. Frm 00101 Fmt 4703 Sfmt 4703 39141 Surveillance The Exchange represents that trading in the Shares will be subject to the existing trading surveillances administered by the Exchange, as well as cross-market surveillances administered by the Financial Industry Regulatory Authority (‘‘FINRA’’) on behalf of the Exchange, which are designed to detect violations of Exchange rules and applicable federal securities laws.28 The Exchange represents that these procedures are adequate to properly monitor Exchange trading of the Shares in all trading sessions and to deter and detect violations of Exchange rules and federal securities laws applicable to trading on the Exchange. The surveillances referred to above generally focus on detecting securities trading outside their normal patterns, which could be indicative of manipulative or other violative activity. When such situations are detected, surveillance analysis follows and investigations are opened, where appropriate, to review the behavior of all relevant parties for all relevant trading violations. The Exchange or FINRA, on behalf of the Exchange, or both, will communicate as needed regarding trading in the Shares with other markets and other entities that are members of the Intermarket Surveillance Group (‘‘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.29 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 gold, gold futures contracts, options on gold futures, or any other gold derivative, through ETP Holders acting as registered Market Makers, in connection with such ETP Holders’ proprietary or customer trades through ETP Holders which they effect on any relevant market. In addition, the Exchange also has a general policy prohibiting the 28 FINRA conducts cross-market surveillances on behalf of the Exchange pursuant to a regulatory services agreement. The Exchange is responsible for FINRA’s performance under this regulatory services agreement. 29 For a list of the current members of ISG, see www.isgportal.org. E:\FR\FM\08AUN1.SGM 08AUN1 39142 Federal Register / Vol. 83, No. 153 / Wednesday, August 8, 2018 / Notices sradovich on DSK3GMQ082PROD with NOTICES distribution of material, non-public information by its employees. All statements and representations made in this filing regarding (a) the description of the portfolio, (b) limitations on portfolio holdings or reference assets, or (c) the applicability of Exchange listing rules specified in this rule filing shall constitute continued listing requirements for listing the Shares of the Trust on the Exchange. The issuer has represented to the Exchange that it will advise the Exchange of any failure by the Trust to comply with the continued listing requirements, and, pursuant to its obligations under Section 19(g)(1) of the Act, the Exchange will monitor for compliance with the continued listing requirements. If the Trust is not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures under NYSE Arca 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. 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 gold trading during the Core and Late Trading Sessions after the close of the major world gold markets; and (6) trading information. For example, the Information Bulletin will advise ETP Holders, prior to the commencement of trading, of the prospectus delivery requirements applicable to the Trust. The Exchange notes that investors purchasing Shares directly from the Trust 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 VerDate Sep<11>2014 22:37 Aug 07, 2018 Jkt 244001 described in the Registration Statement. The Information Bulletin will also reference the fact that there is no regulated source of last sale information regarding physical gold, that the Commission has no jurisdiction over the trading of gold as a physical commodity, and that the Commodity Futures Trading Commission has regulatory jurisdiction over the trading of gold futures contracts and options on gold futures contracts. The Information Bulletin will also discuss any relief, if granted, by the Commission or the staff from any rules under the Act. 2. Statutory Basis The basis under the Act for this proposed rule change is the requirement under Section 6(b)(5) 30 that an exchange have rules that are designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to, and perfect the mechanism of a free and open market and, in general, to protect investors and the public interest. The Exchange believes that the proposed rule change is designed to prevent fraudulent and manipulative acts and practices in that the Shares will be listed and traded on the Exchange pursuant to the initial and continued listing criteria in NYSE Arca 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 the ISG from other exchanges that are members of ISG or with which the Exchange has entered into a comprehensive surveillance sharing agreement. The proposed rule change is designed to promote just and equitable principles of trade and to protect investors and the public interest in that there is a considerable amount of gold price and gold market information available on public websites and through professional and subscription services. Investors may obtain on a 24-hour basis gold pricing information based on the spot price for an ounce of gold from various financial information service providers. Investors may obtain gold pricing information based on the spot price for an ounce of gold from various financial information service providers. Current spot prices also are generally available with bid/ask spreads from gold bullion dealers. In addition, the Trust’s 30 15 PO 00000 website will provide pricing information for gold spot prices and the Shares. Market prices for the Shares will be available from a variety of sources including brokerage firms, information websites and other information service providers. The NAV of the Trust will be published by the Sponsor on each day that the NYSE Arca is open for regular trading and will be posted on the Trust’s 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. In addition, the LBMA Gold Price is publicly available at no charge at www.lbma.org.uk. 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 realtime basis throughout the day on brokers’ computer screens and other electronic services. Information regarding the previous day’s closing price and trading volume information for the Shares will be published daily in the financial section of newspapers. The proposed rule change is designed to perfect the mechanism of a free and open market and, in general, to protect investors and the public interest in that it will facilitate the listing and trading of an additional type of exchange-traded product that will enhance competition among market participants, to the benefit of investors and the marketplace. As noted above, the Exchange has in place surveillance procedures relating to trading in the Shares and may obtain information via ISG from other exchanges that are members of ISG or with which the Exchange has entered into a comprehensive surveillance sharing agreement. In addition, as noted above, investors will have ready access to information regarding gold pricing. B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. The Exchange believes the proposed rule change will enhance competition by accommodating Exchange trading of an additional exchange-traded product relating to physical gold. U.S.C. 78f(b)(5). Frm 00102 Fmt 4703 Sfmt 4703 E:\FR\FM\08AUN1.SGM 08AUN1 Federal Register / Vol. 83, No. 153 / Wednesday, August 8, 2018 / Notices C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within 45 days of the date of publication of this notice in the Federal Register or within such longer period up to 90 days (i) as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding or (ii) as to which the self-regulatory organization consents, the Commission will: (A) By order approve or disapprove the proposed rule change, or (B) institute proceedings to determine whether the proposed rule change should be disapproved. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments received will be posted without change. Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NYSEArca–2018–55, and should be submitted on or before August 29, 2018. disapprove the proposed rule change.5 On June 13, 2018, the Commission instituted proceedings under Section 19(b)(2)(B) of the Exchange Act 6 to determine whether to approve or disapprove the proposed rule change.7 The Commission received one comment letter on the proposed rule change.8 On July 26, 2018, the Exchange withdrew the proposed rule change (SR–CHX–2018–001). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.31 Eduardo A. Aleman, Assistant Secretary. SECURITIES AND EXCHANGE COMMISSION [FR Doc. 2018–16890 Filed 8–7–18; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION • 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–2018–55 on the subject line. Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; Notice of Withdrawal of a Proposed Rule Change To Adopt the Route QCT Cross Routing Option Paper Comments sradovich on DSK3GMQ082PROD with NOTICES Electronic Comments August 2, 2018. • 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–2018–55. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet 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 On March 6, 2018, the Chicago Stock Exchange, Inc. (‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Exchange Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to adopt the Route QCT Cross routing option. The proposed rule change was published for comment in the Federal Register on March 20, 2018.3 On May 1, 2018, pursuant to Section 19(b)(2) of the Exchange Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to 22:37 Aug 07, 2018 Jkt 244001 For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.9 Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018–16889 Filed 8–7–18; 8:45 am] BILLING CODE 8011–01–P [Release No. 34–83767; File No. SR–FICC– 2018–006] Self-Regulatory Organizations; Fixed Income Clearing Corporation; Notice of Filing of Proposed Rule Change To Codify the Processing of Conditional Prepayment Rate Claims in the MBSD Rules and Make Other Changes August 2, 2018. [Release No. 34–83763; File No. SR–CHX– 2018–001] VerDate Sep<11>2014 39143 31 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 82870 (March 14, 2018), 83 FR 12214. 4 15 U.S.C. 78s(b)(2). 1 15 PO 00000 Frm 00103 Fmt 4703 Sfmt 4703 Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on July 26, 2018, Fixed Income Clearing Corporation (‘‘FICC’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I, II and III below, which Items have been prepared by the clearing agency. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Clearing Agency’s Statement of the Terms of Substance of the Proposed Rule Change The proposed rule change consists of amendments to the FICC MortgageBacked Securities Division (‘‘MBSD’’) Clearing Rules (‘‘MBSD Rules’’) in order to (i) add terms governing MBSD’s 5 See Securities Exchange Act Release No. 83143, 83 FR 20123 (May 7, 2018). 6 15 U.S.C. 78s(b)(2)(B). 7 See Securities Exchange Act Release No. 83425, 83 FR 28477 (June 19, 2018). 8 See letter from Tracy Richardson, Tribal Technology Trade Inc., dated June 14, 2018, available at https://www.sec.gov/comments/sr-chx2018-001/chx2018001.htm. 9 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. E:\FR\FM\08AUN1.SGM 08AUN1

Agencies

[Federal Register Volume 83, Number 153 (Wednesday, August 8, 2018)]
[Notices]
[Pages 39138-39143]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-16890]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83765; File No. SR-NYSEArca-2018-55]


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

August 2, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on July 19, 2018, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I and II 
below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of GraniteShares 
Gold MiniBAR Trust under NYSE Arca Rule 8.201-E (``Commodity-Based 
Trust Shares''). The proposed 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
    The Exchange proposes to list and trade shares (``Shares'') of the 
GraniteShares Gold MiniBAR Trust under NYSE Arca Rule 8.201-E.\4\ 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.'' \5\
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    \4\ The Trust has filed a registration statement on Form S-1 
under the Securities Act of 1933 (15 U.S.C. 77a), dated July 2, 2018 
(File No. 333-226034) (the ``Registration Statement''). The 
description of the operation of the Trust and the Shares herein is 
based, in part, on the Registration Statement.
    \5\ Commodity-Based Trust Shares are securities issued by a 
trust that represents investors' discrete identifiable and undivided 
beneficial ownership interest in the commodities deposited into the 
Trust.
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    The Trust will not be registered as an investment company under the

[[Page 39139]]

Investment Company Act of 1940, as amended.\6\ The Trust is not a 
commodity pool for purposes of the Commodity Exchange Act, as 
amended.\7\
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    \6\ 15 U.S.C. 80a-1.
    \7\ 17 U.S.C. 1.
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    The sponsor of the Trust is GraniteShares LLC (``Sponsor''). The 
``Trustee'' is The Bank of New York Mellon and the ``Custodian'' is 
ICBC Standard Bank Plc.
    The Commission has previously approved listing on the Exchange 
under NYSE Arca Rules 5.2-E(j)(5) and 8.201-E of other precious metals 
and gold-based commodity trusts, including the GraniteShares Gold 
Trust; \8\ Merk Gold Trust; \9\ ETFS Gold Trust,\10\ ETFS Platinum 
Trust \11\ and ETFS Palladium Trust (collectively, the ``ETFS 
Trusts''); \12\ APMEX Physical-1 oz. Gold Redeemable Trust; \13\ Sprott 
Gold Trust; \14\ SPDR Gold Trust (formerly, streetTRACKS Gold Trust); 
iShares Silver Trust; \15\ iShares COMEX Gold Trust; \16\ Long Dollar 
Gold Trust; \17\ Euro Gold Trust, Pound Gold Trust and Yen Gold Trust; 
\18\ and the Gold Trust.\19\ Prior to their listing on the Exchange, 
the Commission approved listing of the streetTRACKS Gold Trust on the 
New York Stock Exchange (``NYSE'') \20\ and listing of iShares COMEX 
Gold Trust and iShares Silver Trust on the American Stock Exchange 
LLC.\21\ In addition, the Commission has approved trading of the 
streetTRACKS Gold Trust and iShares Silver Trust on the Exchange 
pursuant to UTP.\22\
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    \8\ Securities Exchange Act Release No. 81077 (July 5, 2017) 
(SR-NYSEArca-2017-55) (order approving listing and trading shares of 
the GraniteShares Gold Trust under NYSE Arca Equities Rule 8.201).
    \9\ Securities Exchange Act Release No. 71378 (January 23, 
2014), 79 FR 4786 (January 29, 2014) (SR-NYSEArca-2013-137).
    \10\ Securities Exchange Act Release No. 59895 (May 8, 2009), 74 
FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40).
    \11\ Securities Exchange Act Release No. 61219 (December 22, 
2009), 74 FR 68886 (December 29, 2009) (SR-NYSEArca-2009-95).
    \12\ Securities Exchange Act Release No. 61220 (December 22, 
2009), 74 FR 68895 (December 29, 2009) (SR-NYSEArca-2009-94).
    \13\ Securities Exchange Act Release No 66930 (May 7, 2012), 77 
FR 27817 (May 11, 2012) (SR-NYSEArca-2012-18)
    \14\ Securities Exchange Act Release No. 61496 (February 4, 
2010), 75 FR 6758 (February 10, 2010) (SR-NYSEArca-2009-113).
    \15\ See Securities Exchange Act Release No. 58956 (November 14, 
2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca-2008-124) 
(approving listing on the Exchange of the iShares Silver Trust)).
    \16\ See Securities Exchange Act Release No.56224 (August 8, 
2007), 72 FR 45850 (August 15, 2007) (SR-NYSEArca-2007-76) 
(approving listing on the Exchange of the street TRACKS Gold Trust); 
Securities Exchange Act Release No. 56041 (July 11, 2007), 72 FR 
39114 (July 17, 2007) (SR-NYSEArca-2007-43) (order approving listing 
on the Exchange of iShares COMEX Gold Trust).
    \17\ See Securities Exchange Act Release No. 79518 (December 9, 
2016), 81 FR 90876 (December 15, 2016) (SR-NYSEArca-2016-84) (order 
approving listing and trading of shares of the Long Dollar Gold 
Trust).
    \18\ See Securities Exchange Act Release No. 80840 (June 17, 
2017) (SR-NYSEArca-2017-33) (order approving listing and trading of 
shares of the Euro Gold Trust, Pound Gold Trust, and the Yen Gold 
Trust under NYSE Arca Equities Rule 8.201).
    \19\ See Securities Exchange Act Release No.81918 (October 23, 
2017), 82 FR 49884 (October 27, 2017) (SR-NYSEArca-2017-98) (Order 
Approving a Proposed Rule Change, as Modified by Amendment No. 1 
Thereto, to List and Trade Shares of The Gold Trust under NYSE Arca 
Rule 8.201-E).
    \20\ See Securities Exchange Act Release No. 50603 (October 28, 
2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22) (order 
approving listing of street TRACKS Gold Trust on NYSE).
    \21\ See Securities Exchange Act Release Nos. 51058 (January 19, 
2005), 70 FR 3749 (January 26, 2005) (SR-Amex-2004-38) (order 
approving listing of iShares COMEX Gold Trust on the American Stock 
Exchange LLC); 53521 (March 20, 2006), 71 FR 14967 (March 24, 2006) 
(SR-Amex-2005-72) (approving listing on the American Stock Exchange 
LLC of the iShares Silver Trust).
    \22\ See Securities Exchange Act Release Nos. 53520 (March 20, 
2006), 71 FR 14977 (March 24, 2006) (SR-PCX-2005-117) (approving 
trading on the Exchange pursuant to UTP of the iShares Silver 
Trust); 51245 (February 23, 2005), 70 FR 10731 (March 4, 2005) (SR-
PCX-2004-117) (approving trading on the Exchange of the streetTRACKS 
Gold Trust pursuant to UTP).
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    The Exchange represents that the Shares satisfy the requirements of 
NYSE Arca Rule 8.201-E and thereby qualify for listing on the 
Exchange.\23\
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    \23\ With respect to the application of Rule 10A-3 (17 CFR 
240.10A-3) under the Act, the Trust relies on the exemption 
contained in Rule 10A-3(c)(7).
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Operation of the Trust \24\
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    \24\ The description of the operation of the Trust, the Shares 
and the gold market contained herein is based, in part, on the 
Registration Statement. See note 4, supra.
---------------------------------------------------------------------------

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

[[Page 39140]]

as ``London Good Delivery Bars.'' A London Good Delivery Bar (typically 
called a ``400 ounce bar'') must contain between 350 and 430 fine troy 
ounces of gold (1 troy ounce = 31.1034768 grams), with a minimum 
fineness (or purity) of 995 parts per 1000 (99.5%), be of good 
appearance and be easy to handle and stack. The fine gold content of a 
gold bar is calculated by multiplying the gross weight of the bar 
(expressed in units of 0.025 troy ounces) by the fineness of the bar. A 
London Good Delivery Bar must also bear the stamp of one of the 
refiners identified on the London Good Delivery List.
    Following the enactment of the Financial Markets Act 2012, the 
Prudential Regulation Authority of the Bank of England is responsible 
for regulating most of the financial firms that are active in the 
bullion market, and the Financial Conduct Authority is responsible for 
consumer and competition issues.
Creation and Redemption of Shares
    According to the Registration Statement, 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 
gold determined by the Trustee on each day that the Exchange is open 
for regular trading. No Shares will be issued unless the Custodian has 
allocated to the Trust's account the corresponding amount of gold. 
Initially, a Basket will require delivery of 500 fine ounces of gold. 
The amount of gold necessary for the creation of a Basket, or to be 
received upon redemption of a Basket, will decrease over the life of 
the Trust, due to the payment or accrual of fees and other expenses or 
liabilities payable by the Trust.
    Baskets may be created or redeemed only by Authorized Participants. 
Orders must be placed by 3:59 p.m. Eastern Time (``E.T.''). The day on 
which the 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, have entered into an 
agreement with the Trustee (the ``Authorized Participant Agreement'') 
and be in a position to transfer gold to, and take delivery of gold 
from, the Custodian through one or more gold accounts. The Authorized 
Participant Agreement provides the procedures for the creation and 
redemption of Baskets and for the delivery of gold in connection with 
such creations or redemptions.
    According to the Registration Statement, Authorized Participants 
may surrender Baskets of Shares in exchange for the corresponding 
Basket Amount announced by the Trustee. Upon surrender of such Shares 
and payment of the Trustee's applicable fee and of any expenses, taxes 
or charges (such as stamp taxes or stock transfer taxes or fees), the 
Trustee will deliver to the order of the redeeming Authorized 
Participant the amount of gold corresponding to the redeemed Baskets.
    Before surrendering Baskets of Shares for redemption, an Authorized 
Participant must deliver to the Trustee a written request indicating 
the number of Baskets it intends to redeem and the location where it 
would like to take delivery of the gold represented by such Baskets. 
The date the Trustee receives that order determines the Basket Amount 
to be received in exchange. However, orders received by the Trustee 
after 3:59 p.m. Eastern Time (``E.T.'') will 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 gold held by the Trust evidenced by the 
Shares being redeemed as of the date of the redemption order.
Net Asset Value
    According to the Registration Statement, the net asset value of the 
Trust will be obtained by subtracting the Trust's expenses and 
liabilities on any day from the value of the gold owned by the Trust on 
that day; the net asset value (``NAV'') per Share will be obtained by 
dividing the net asset value 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 net asset 
value of the Trust and the NAV per Share as promptly as practicable 
after 4:00 p.m. (E.T.). The Trustee will value the Trust's gold on the 
basis of LBMA Gold Price PM. If there is no LBMA Gold Price PM on any 
day, the Trustee is authorized to use the LBMA Gold Price AM announced 
on that day. If neither price is available for that day, the Trustee 
will value the Trust's gold based on the most recently announced LBMA 
Gold Price PM or LBMA Gold Price AM. If the Sponsor determines that 
such price is inappropriate to use, the Sponsor will identify an 
alternate basis for evaluation to be employed by the Trustee. Further, 
the Sponsor may instruct the Trustee to use on an on-going basis a 
different publicly available price which the Sponsor determines to 
fairly represent the commercial value of the Trust's gold.
Availability of Information Regarding Gold
    Currently, the Consolidated Tape Plan does not provide for 
dissemination of the spot price of a commodity such as gold over the 
Consolidated Tape. However, there will be disseminated over the 
Consolidated Tape the last sale price for the Shares. In addition, 
there is a considerable amount of information about gold and gold 
markets available on public websites and through professional and 
subscription services.
    Investors may obtain gold pricing information on a 24-hour basis 
based on the spot price for an ounce of Gold from various financial 
information service providers, such as Reuters and Bloomberg.
    Reuters and Bloomberg, for example, provide at no charge on their 
websites delayed information regarding the spot price of Gold and last 
sale prices of Gold futures, as well as information about news and 
developments in the gold market. Reuters and Bloomberg also offer a 
professional service to subscribers for a fee that provides information 
on Gold prices directly from market participants. Complete real-time 
data for Gold futures and options prices traded on the COMEX are 
available by subscription from Reuters and Bloomberg. There are a 
variety of other public websites providing information on gold, ranging 
from those specializing in precious metals to sites maintained by major 
newspapers. In addition, the LBMA Gold Price is publicly available at 
no charge at www.lbma.org.uk.
Availability of Information
    The intraday indicative value (``IIV'') per Share for the Shares 
will be disseminated by one or more major market data vendors. The IIV 
will be calculated based on the amount of gold held by the Trust and a 
price of gold derived from updated bids and offers indicative of the 
spot price of gold.\25\
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    \25\ The IIV on a per Share basis disseminated during the Core 
Trading Session should not be viewed as a real-time update of the 
NAV, which is calculated once a day.
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    The 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 \26\ at the close

[[Page 39141]]

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 last sale price of the Shares as traded in the U.S. market. 
In addition, information regarding market price and trading volume of 
the Shares will be continually available on a real-time basis 
throughout the day on brokers' computer screens and other electronic 
services. Information regarding the previous day's closing price and 
trading volume information for the Shares will be published daily in 
the financial section of newspapers.
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    \26\ The bid-ask price of the Shares will be determined using 
the highest bid and lowest offer on the Consolidated Tape as of the 
time of calculation of the closing day NAV.
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Criteria for Initial and Continued Listing
    The Trust will be subject to the criteria in NYSE Arca 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 1,000 fine 
ounces of gold or about $1.24 million as of July 18, 2018. The Exchange 
believes that the anticipated minimum number of Shares outstanding at 
the start of trading is sufficient to provide adequate market 
liquidity.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Trust subject to the Exchange's existing rules 
governing the trading of equity securities. Trading in the Shares on 
the Exchange will occur in accordance with NYSE Arca 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 order entry is $0.0001.
    Further, NYSE Arca Rule 8.201-E sets forth certain restrictions on 
ETP Holders 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 gold, related futures or options on futures, or any other 
related derivatives. Commentary .04 of NYSE Arca Rule 11.3-E requires 
an ETP Holder acting as a registered Market Maker, and its affiliates, 
in the Shares to establish, maintain and enforce written policies and 
procedures reasonably designed to prevent the misuse of any material 
nonpublic information with respect to such products, any components of 
the related products, any physical asset or commodity underlying the 
product, applicable currencies, underlying indexes, related futures or 
options on futures, and any related derivative instruments (including 
the Shares).
    As a general matter, the Exchange has regulatory jurisdiction over 
its ETP Holders and their associated persons, which include any person 
or entity controlling an ETP Holder. A subsidiary or affiliate of an 
ETP Holder that does business only in commodities or futures contracts 
would not be subject to Exchange jurisdiction, but the Exchange could 
obtain information regarding the activities of such subsidiary or 
affiliate through surveillance sharing agreements with regulatory 
organizations of which such subsidiary or affiliate is a member.
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares. Trading on the Exchange in the Shares may be 
halted because of market conditions or for reasons that, in the view of 
the Exchange, make trading in the Shares inadvisable. These may 
include: (1) The extent to which conditions in the underlying gold 
market have caused disruptions and/or lack of trading, or (2) whether 
other unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present. In addition, 
trading in Shares will be subject to trading halts caused by 
extraordinary market volatility pursuant to the Exchange's ``circuit 
breaker'' rule.\27\ The Exchange will halt trading in the Shares if the 
NAV of the Trust is not calculated or disseminated daily. The Exchange 
may halt trading during the day in which an interruption occurs to the 
dissemination of the IIV, as described above. If the interruption to 
the dissemination of the IIV persists past the trading day in which it 
occurs, the Exchange will halt trading no later than the beginning of 
the trading day following the interruption.
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    \27\ See NYSE Arca Rule 7.12-E.
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Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances administered by the Exchange, as 
well as cross-market surveillances administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\28\ The Exchange represents that 
these procedures are adequate to properly monitor Exchange trading of 
the Shares in all trading sessions and to deter and detect violations 
of Exchange rules and federal securities laws applicable to trading on 
the Exchange.
---------------------------------------------------------------------------

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

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares with other 
markets and other entities that are members of the Intermarket 
Surveillance Group (``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.\29\
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    \29\ For a list of the current members of ISG, see 
www.isgportal.org.
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    Also, pursuant to NYSE Arca Rule 8.201-E(g), the Exchange is able 
to obtain information regarding trading in the Shares and the 
underlying gold, gold futures contracts, options on gold futures, or 
any other gold derivative, through ETP Holders acting as registered 
Market Makers, in connection with such ETP Holders' proprietary or 
customer trades through ETP Holders which they effect on any relevant 
market.
    In addition, the Exchange also has a general policy prohibiting the

[[Page 39142]]

distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolio, (b) limitations on portfolio 
holdings or reference assets, or (c) the applicability of Exchange 
listing rules specified in this rule filing shall constitute continued 
listing requirements for listing the Shares of the Trust on the 
Exchange.
    The issuer has represented to the Exchange that it will advise the 
Exchange of any failure by the Trust to comply with the continued 
listing requirements, and, pursuant to its obligations under Section 
19(g)(1) of the Act, the Exchange will monitor for compliance with the 
continued listing requirements. If the Trust is not in compliance with 
the applicable listing requirements, the Exchange will commence 
delisting procedures under NYSE Arca 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. 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 gold trading during the Core and Late 
Trading Sessions after the close of the major world gold markets; and 
(6) trading information. For example, the Information Bulletin will 
advise ETP Holders, prior to the commencement of trading, of the 
prospectus delivery requirements applicable to the Trust. The Exchange 
notes that investors purchasing Shares directly from the Trust will 
receive a prospectus. ETP Holders purchasing Shares from the Trust for 
resale to investors will deliver a prospectus to such investors.
    In addition, the Information Bulletin will reference that the Trust 
is subject to various fees and expenses as will be described in the 
Registration Statement. The Information Bulletin will also reference 
the fact that there is no regulated source of last sale information 
regarding physical gold, that the Commission has no jurisdiction over 
the trading of gold as a physical commodity, and that the Commodity 
Futures Trading Commission has regulatory jurisdiction over the trading 
of gold futures contracts and options on gold futures contracts.
    The Information Bulletin will also discuss any relief, if granted, 
by the Commission or the staff from any rules under the Act.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \30\ that an exchange have rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
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    \30\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca 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 the ISG from 
other exchanges that are members of ISG or with which the Exchange has 
entered into a comprehensive surveillance sharing agreement.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that there is a considerable amount of gold price and gold market 
information available on public websites and through professional and 
subscription services. Investors may obtain on a 24-hour basis gold 
pricing information based on the spot price for an ounce of gold from 
various financial information service providers. Investors may obtain 
gold pricing information based on the spot price for an ounce of gold 
from various financial information service providers. Current spot 
prices also are generally available with bid/ask spreads from gold 
bullion dealers. In addition, the Trust's website will provide pricing 
information for gold spot prices and the Shares. Market prices for the 
Shares will be available from a variety of sources including brokerage 
firms, information websites and other information service providers. 
The NAV of the Trust will be published by the Sponsor on each day that 
the NYSE Arca is open for regular trading and will be posted on the 
Trust's 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. In addition, the LBMA Gold 
Price is publicly available at no charge at www.lbma.org.uk. 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 gold pricing.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The Exchange believes the 
proposed rule change will enhance competition by accommodating Exchange 
trading of an additional exchange-traded product relating to physical 
gold.

[[Page 39143]]

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

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

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

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

IV. Solicitation of Comments

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

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2018-55 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2018-55. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet 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 the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEArca-2018-55, and should be 
submitted on or before August 29, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\31\
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    \31\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-16890 Filed 8-7-18; 8:45 am]
BILLING CODE 8011-01-P
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