[Federal Register Volume 85, Number 236 (Tuesday, December 8, 2020)]
[Notices]
[Pages 79060-79062]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-26902]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90547; File No. SR-NYSEArca-2020-99]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Regarding the 
Availability of Information for the iShares Gold Trust and the iShares 
Silver Trust Under NYSE Arca Rule 8.201-E (Commodity-Based Trust 
Shares) and iShares S&P GSCI Commodity-Indexed Trust Under Rule 8.203-E 
(Commodity Index Trust Shares)

December 2, 2020.
    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 November 23, 2020, NYSE Arca, Inc. (``NYSE Arca'' or 
``Exchange'') 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.
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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 certain changes regarding the availability of 
information for the iShares Gold Trust (formerly the iShares[supreg] 
COMEX Gold Trust) and the iShares Silver Trust, shares of which are 
currently listed on the Exchange under NYSE Arca Rule 8.201-E 
(Commodity-Based Trust Shares), and the iShares S&P GSCI Commodity-
Indexed Trust, shares of which currently are listed and traded on the 
Exchange under Rule 8.203-E (Commodity Index Trust Shares). The 
proposed rule 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 certain changes regarding the dissemination 
of information on the respective websites for the iShares Gold Trust 
(formerly the iShares COMEX Gold Trust) \4\ and the iShares Silver 
Trust,\5\ shares of which are currently listed on the Exchange under 
NYSE Arca Rule 8.201-E (Commodity-Based Trust Shares) and the terms of 
the applicable listing rules approved by the Commission, and the S&P 
GSCI Commodity-Indexed Trust, shares of which currently are listed and 
traded on the Exchange under Rule 8.203-E (Commodity Index Trust 
Shares) and the terms of the applicable listing rules approved by the 
Commission.\6\
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    \4\ See Securities Exchange Act Release No. 56041 (July 11, 
2007), 72 FR 39114 (July 17, 2007) (SR-NYSEArca-2007-43) (Notice of 
Filing and Order Granting Accelerated Approval of Proposed Rule 
Change to List and Trade Shares of the iShares COMEX Gold Trust) 
(``NYSE Arca Gold Order''). The Commission previously approved 
listing of iShares COMEX Gold Trust on the American Stock Exchange 
LLC. See Securities Exchange Act Release No. 51058 (January 19, 
2005), 70 FR 3749 (January 26, 2005) (SR-Amex-2004-38) (granting 
approval to list and trade the Shares on Amex) (``Amex Gold 
Order''). See also Securities Exchange Act Release Nos. 50792 
(December 3, 2004), 69 FR 71446 (December 9, 2004) (SR-Amex-2004-38) 
(providing notice of Amex's proposal to list and trade shares of the 
Trust) (``Amex Gold Notice''); 63398 (November 30, 2010), 75 FR 
76056 (December 7, 2010) (SR-NYSEArca-2010-105) (Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating to the 
Calculation of Net Asset Value for the iShares Gold Trust). The 
following information about Shares of the iShares Gold Trust 
currently is required to be available on the iShares Gold Trust's 
website pursuant to the Amex Gold Notice, Amex Gold Order and NYSE 
Arca Gold Order: (a) The prior business day's NAV per Share; (b) 
Basket Gold Amount; (c) the reported Share closing price; (d) the 
present day's Indicative Basket Gold Amount; (e) the midpoint of the 
bid-ask price in relation to the NAV as of the time the NAV is 
calculated (``Bid-Ask Price''); (f) calculation of the premium or 
discount of such price against such NAV; (g) data in chart form 
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; (h) the prospectus; and 
(i) other applicable quantitative information, such as expense 
ratios, trading volumes, and the total return of the Shares. As 
stated in the Amex Gold Notice and the NYSE Arca Gold Order, the 
``Basket Gold Amount'' is the corresponding amount of gold, measured 
in fine ounces, to be exchanged for an issuance of a basket of 
50,000 Shares for the purpose of creating and redeeming the Shares. 
Also, as stated in the Amex Gold Notice and the NYSE Arca Gold 
Order, the ``Indicative Basket Gold Amount'' is the indicative 
amount of gold to be deposited for issuance of the Shares that 
Authorized Participants can use. The NAV per Share, Basket Gold 
Amount, Indicative Basket Gold Amount and Indicative Trust Value are 
available on the Trust's website or through one or more major market 
data vendors, as described above, and are not available on the 
Exchange's website. In addition, investors can access the gold spot 
price and gold futures prices through major market data vendors. The 
Indicative Trust Value also is available through one or more major 
market data vendors.
    \5\ See Securities Exchange Act Release No. 58956 (November 14, 
2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca-2008-124) 
(Notice of Filing and Order Granting Accelerated Approval of 
Proposed Rule Change to List Shares of iShares Silver Trust) (``NYSE 
Arca Silver Order''). The Commission previously approved listing of 
iShares Silver Trust on the American Stock Exchange LLC. See 
Securities Exchange Act Release No. 53521 (March 20, 2006), 71 FR 
14967 (March 24, 2006) (SR-Amex-2005-72) (``Amex Silver Order''). 
The following information about Shares of the iShares Silver Trust 
currently is required to be available on the Trust's website 
pursuant to the Amex Silver Order and the NYSE Arca Silver Order: 
(a) The prior business day's NAV and the reported closing price; (b) 
the midpoint of the bid-ask price in relation to the NAV as of the 
time the NAV is calculated (the ``Bid-Asked Price''); (c) 
calculation of the premium or discount of such price against such 
NAV; (d) data in chart form displaying the frequency distribution of 
discounts and premiums of the Bid-Ask Price against the NAV, within 
appropriate ranges for each of the four (4) previous calendar 
quarters; (e) the Basket Silver Amount; (f) the Indicative Basket 
Silver Amount; (g) the prospectus; and (h) other applicable 
quantitative information. The NAV per Share, Basket Silver Amount, 
Indicative Basket Silver Amount and Indicative Trust Value are 
available on the Trust's website or through one or more major market 
data vendors, as described above, and are not available on the 
Exchange's website. In addition, investors can access the silver 
spot price and silver futures prices through major market data 
vendors. The Indicative Trust Value also is available through one or 
more major market data vendors.
    \6\ See Securities Exchange Act Release No. 56932 (December 7, 
2007), 72 FR 71178 (December 14, 2007) (SR-NYSEArca-2007-112) 
(Notice of Filing and Order Granting Accelerated Approval of a 
Proposed Rule Change to List and Trade Shares of the iShares S&P 
GSCI Commodity-Indexed Trust) (``GSCI Order'', '' together with the 
Amex Gold Order and Amex Silver Order, the ``Orders''). See also, 
Securities Exchange Act Release No. 54025 (June 21, 2006), 71 FR 
36856 (June 28, 2006) (SR-NYSEArca-2006-12) (approving, among other 
things, the trading of the Shares on NYSE Arca pursuant to unlisted 
trading privileges). The Commission previously approved listing of 
the iShares S&P GSCI Commodity-Indexed Trust on the New York Stock 
Exchange, Inc. See Securities Exchange Act Release No. 54013 (June 
16, 2006), 71 FR 36372 (June 26, 2006) (SR-NYSE-2006-17) (approving 
listing and trading of the Shares on NYSE). The following 
information about Shares of the iShares S&P GSCI Commodity-Indexed 
Trust currently is required to be available on the Trust's website 
pursuant to the GSCI Order: (a) The prior business day's NAV on a 
per Share basis and the reported closing price; (b) the mid-point of 
the bid-ask price in relation to the NAV as of the time the NAV is 
calculated (the ``Bid-Ask Price''); (c) calculation of the premium 
or discount of such price against such NAV; (d) data in chart form 
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; (e) the prospectus; (f) 
the holdings of the Trust, including CERFs, cash and Treasury 
securities; (g) the Basket Amount, and (h) other applicable 
quantitative information. The Basket Amount is the amount of CERFs 
and Short-Term Securities or cash that an Authorized Participant 
must deliver in exchange for one Basket.

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[[Page 79061]]

    In the proposed rule changes filed with the Commission by the 
Exchange regarding listing and trading of shares (``Shares'') of the 
iShares Gold Trust, iShares Silver Trust, and iShares S&P GSCI 
Commodity-Indexed Trust (each a ``Trust'' and, collectively, the 
``Trusts''), the Exchange described the information available on the 
respective Trust's website regarding Trust holdings.\7\ The Exchange 
proposes to change certain representations regarding closing price and 
midpoint price information to be disseminated on the websites for the 
Trusts, as described below. The purpose of this proposed rule change is 
to (1) specify that each Trust will disseminate the applicable Official 
Closing Price for that Trust's Shares; \8\ and (2) specify that each 
Trust will disseminate the midpoint of the national best bid and the 
national best offer as of the time the applicable net asset value 
(``NAV'') is calculated, as described below.
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    \7\ iShares Delaware Trust Sponsor LLC is the sponsor 
(``Sponsor'') of the iShares Gold Trust, the iShares Silver Trust 
and iShares S&P GSCI Commodity-Indexed Trust.
    \8\ The term ``Official Closing Price'' is defined in NYSE Arca 
Rule 1.1(ll) as the reference price to determine the closing price 
in a security for purposes of Rule 7-E Equities Trading. The 
procedures for determining the Official Closing Price are set forth 
in Rule 1.1(ll). See Securities Exchange Act Release No. 82907 
(March 20, 2018), 83 FR 12980 (March 26, 2018) (SR-NYSEArca-2018-08) 
(Order Approving a Proposed Rule Change to Amend NYSE Arca Rule 
1.1(ll)) (``Official Closing Price Approval Order''). See also, 
Securities Exchange Act Release No. 84471 (October 23, 2018), 84 FR 
54384 (October 29, 2018) (SR-NYSEArca-2018-63) (Order Approving a 
Proposed Rule Change To Amend NYSE Arca Rule 1.1(ll)).
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    The Orders stated that each respective Trust would disseminate the 
closing price for the applicable Shares of a Trust. The Exchange 
proposes to clarify that the closing price that each Trust disseminates 
for a Trust's Shares is the Official Closing Price, which is defined in 
NYSE Arca Rule 1.1(ll).\9\ Such clarification would assist the Exchange 
in reviewing compliance with Exchange listing rules applicable to each 
Trust. The Trusts currently disseminate the Official Closing Price. The 
Exchange believes that such price provides a specific and precise 
measure of the price of a Trust's Shares for investors.\10\
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    \9\ See note 8, supra.
    \10\ The Exchange notes that the term ``official closing price'' 
satisfies the definition of ``market price'' in Rule 6c-11 under the 
Investment Company Act of 1940 (``1940 Act'') (15 U.S.C. 80a-1) 
applicable to exchange-traded funds (``ETFs'') eligible to rely on 
Rule 6c-11. Such ETFs are required to disseminate a market price on 
their website. See Release Nos. 33-10695; IC-33646; File No. S7-15-
18 (Exchange-Traded Funds) (September 25, 2019), 84 FR 57162 
(October 24, 2019) (the ``Rule 6c-11 Release'').
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    The Orders stated that each respective Trust would disseminate the 
midpoint of the bid-ask price in relation to the NAV as of the time the 
NAV is calculated. \11\ The Trusts currently disseminate the midpoint 
of the Exchange bid-ask in relation to NAV. The Exchange proposes to 
clarify and make more specific the representation regarding midpoint of 
the bid-ask price by stating that a Trust would make available the 
price that is the midpoint of the national best bid and national best 
offer (``NBBO'') as of the time the NAV is calculated. Such 
clarification would assist the Exchange in reviewing compliance with 
Exchange listing rules applicable to each Trust. The Exchange believes 
that making available the midpoint of the NBBO would continue to help 
provide investors and other market participants with complete and 
accurate information regarding pricing of a Trust's Shares.
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    \11\ As stated in the Orders and the Amex Gold Notice, the bid-
ask price of Shares of the applicable Trust is determined using the 
highest bid and lowest offer as of the time of calculation of the 
NAV.
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    While NYSE Arca Rules 8.201-E and 8.203-E do not expressly require 
that a Trust provide website disclosure of its portfolio, the Trusts 
currently provide such disclosure and would continue to do so. Other 
than changes to information to be disclosed on a Trust's website as 
described herein, each of the Trusts would continue to comply with all 
other listing requirements set forth in the Orders and in NYSE Arca 
Rules 8.201-E and 8.203-E, respectively.
    The Exchange believes that the proposed website disclosure for the 
Trusts, together with the portfolio disclosures by the Trusts, would 
continue to facilitate effective arbitrage between the market price of 
a Trust's Shares and its NAV.\12\
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    \12\ Investors can access each Trust's website at no cost. 
Investors also can access, for the iShares Gold Trust, the gold spot 
price and gold futures prices, and for the iShares Silver Trust, the 
silver spot price and silver futures prices through major market 
data vendors. The applicable Indicative Trust Value for each Trust 
is available through one or more major market data vendors. The NAV 
per Share for each Trust' for the iShares Gold Trust, the Basket 
Gold Amount and Indicative Basket Gold Amount; and, for the iShares 
Silver Trust, the Basket Silver Amount and Indicative Basket Silver 
Amount are available on the applicable Trust's website.
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2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) of the Act 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 proposes to clarify that each Trust will disseminate 
for a Trust's Shares the Official Closing Price, which is defined in 
NYSE Arca Rule 1.1(ll).\13\ The Exchange believes that such price 
provides a specific and precise measure of the price of a Trust's 
Shares for investors.\14\
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    \13\ See note 8, supra.
    \14\ See note 10, supra.
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    The Exchange also proposes to clarify and make more specific the 
representation regarding midpoint of the bid-ask price by stating that 
a Trust would make available the price that is the midpoint of the 
national best bid and NBBO as of the time the NAV is calculated. 
Consistent with Section 6(b)(1) of the Act,\15\ such clarification 
would assist the Exchange in reviewing compliance with Exchange listing 
rules applicable to each Trust. The Exchange believes that making 
available the midpoint of the NBBO would continue to help provide 
investors and other market participants with complete and accurate 
information regarding pricing of a Trust's Shares.
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    \15\ Section 6(b)(1) of the Act (15 U.S.C. 78f(b)(1)) requires 
(among other things) that a national securities exchange be 
organized and have the capacity to comply with its own rules.
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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 purpose of the Act. The Exchange believes that 
the proposed rule change would provide enhanced website disclosure for 
the Trusts, as described above, to the benefit of investors and the 
marketplace.

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.

[[Page 79062]]

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \16\ and Rule 19b-4(f)(6) thereunder.\17\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
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    \16\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \17\ 17 CFR 240.19b-4(f)(6).
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    A proposed rule change filed under Rule 19b-4(f)(6) \18\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\19\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. The Commission believes 
waiver of the 30-day operative delay is consistent with the protection 
of investors and the public interest because it would permit the Trusts 
to immediately disseminate enhanced price and other information, as 
described herein. The Commission notes that other than changes to 
information to be disclosed on a Trust's website as described herein, 
each of the Trusts would continue to comply with all other listing 
requirements set forth in the Orders and the Amex Gold Notice and in 
NYSE Arca Rules 8.201-E and 8.203-E, respectively. The Commission 
therefore waives the 30-day operative delay and designates the proposed 
rule change to be operative upon filing.\20\
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    \18\ Id.
    \19\ 17 CFR 240.19b-4(f)(6)(iii).
    \20\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

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

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#e193948d84cc828e8c8c848f9592a1928482cf868e97"><span class="__cf_email__" data-cfemail="d8aaadb4bdf5bbb7b5b5bdb6acab98abbdbbf6bfb7ae">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2020-99 on the subject line.

Paper Comments

    <bullet> 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-2020-99. 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 (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for 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-2020-99 and should be submitted 
on or before December 29, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
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    \21\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-26902 Filed 12-7-20; 8:45 am]
BILLING CODE 8011-01-P


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