1428 Federal Register / Vol. 83, No. 8 / Thursday, January 11, 2018 / Notices 

76Market share is based on Q2 2017 data made 

publicly available by Bats (exchange market 

statistics source), FINRA (ATS market statistics 

source), and OTC Markets (ATS market statistics 

source). 

77Market share for OTC Link ATS is based on the 

Q2 2017 data made publicly available by OTC 

Markets. 

78The market share is based on Q2 data made 

publicly available by Bats. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3See See Securities Exchange Act Release No. 

82116 (Nov. 17, 2017), 82 FR 55898. 

4 In Amendment No. 2, the Exchange: (1) 

Corrected the definition for Commodity-Based Trust 

Shares and supplemented its representations 

relating to the continued listing requirements 

applicable to the Units (as defined herein); (2) 

supplemented its description of the assets other 

than physical gold and silver bullion that may be 

held by the Trust; (3) provided specific information 

about the ratio of the value of net assets in gold 

bullion to the value of net assets in silver bullion 

to be held by the Trust; (4) provided updated 

information pertaining to the Arrangement (as 

defined herein); (5) supplemented its description of 

how the Trust’s net asset value (‘‘NAV’’) will be 

calculated; (6) provided information about gold and 

silver certificates; (7) supplemented its description 

of the U.S. futures exchanges and the Commodities 

Futures Trading Commission; (8) added a 

representation that the NAV will be calculated daily 

and made available to all market participants at the 

same time, and that the IIV (as defined herein) will 

be calculated at least every fifteen seconds and 

made available to all market participants at the 

same time; (9) specified that the Exchange may 

obtain information regarding trading in gold and 

silver futures from markets trading such futures that 

are members of ISG (as defined herein) or with 

which the Exchange has in place a CSSA (as 

defined herein), including COMEX (as defined 

herein); (10) specified and confirmed that the Units 

would trade in all of the Exchange’s trading 

sessions; (11) referenced additional language to be 

included in the Information Bulletin relating to the 

possibility that trading spreads and the resulting 

premium or discount on the Units (as defined 

herein) may widen as a result of reduced liquidity 

of gold or silver trading during the Core and Late 

Trading Sessions after the close of the major world 

gold and silver markets; and (12) made certain 

technical, Exchange rule reference, and other 

conforming corrections. Amendment No. 2 is 

available at: https://www.sec.gov/comments/srnysearca-2017-131/nysearca2017131-2873835- 

161766.pdf. 

EQUITY EXECUTION VENUE RANK AND TIER—Continued 

Market participant 

Market share 

of share volume 76

(%) 

Rank Tier 

GLOBAL OTC ...................................................................................................................... 0.0002467471213 46 3 

BARCLAYS DIRECTEX ...................................................................................................... 0.0001494994467 47 3 

VARIABLE INVESTMENT ADVISORS, INC. ATS (VIAATS) ............................................. 0.0000002922675 48 4 

FNC AG STOCK, LLC ......................................................................................................... 0.0000000607782 49 4 

DBOT ATS, LLC .................................................................................................................. 0.0000000429086 50 4 

PRO SECURITIES ATS ...................................................................................................... 0.0000000000004 51 4 

NYSE National, Inc .............................................................................................................. 0.0000000000000 52 4 

OPTIONS EXECUTION VENUE RANK AND TIER

Market participant 

Market share of 

share volume 

(options 

contracts) 78

(%) 

Rank Tier 

Cboe Exchange, Inc ............................................................................................................ 17.30 1 1 

NASDAQ PHLX LLC ........................................................................................................... 16.89 2 1 

Cboe BZX Options Exchange, Inc ...................................................................................... 12.36 3 1 

The NASDAQ Options Market LLC ..................................................................................... 10.01 4 1 

Nasdaq ISE, LLC ................................................................................................................. 9.06 5 1 

NYSE Arca, Inc .................................................................................................................... 7.74 6 1 

NYSE American LLC ........................................................................................................... 7.60 7 1 

Miami International Securities Exchange, LLC ................................................................... 5.07 8 1 

Nasdaq GEMX, LLC ............................................................................................................ 5.04 9 1 

Cboe C2 Exchange, Inc ...................................................................................................... 3.79 10 1 

BOX Options Exchange LLC ............................................................................................... 2.30 11 1 

Cboe EDGX Options Exchange, Inc ................................................................................... 1.40 12 2 

NASDAQ BX, Inc ................................................................................................................. 0.70 13 2 

MIAX PEARL, LLC .............................................................................................................. 0.61 14 2 

Nasdaq MRX, LLC ............................................................................................................... 0.13 15 2 

[FR Doc. 2018–00314 Filed 1–10–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–82448; File No. SR– 

NYSEArca–2017–131] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of 

Amendment No. 2 and Order 

Approving on an Accelerated Basis a 

Proposed Rule Change, as Modified by 

Amendment No. 2, To List and Trade 

Shares of the Sprott Physical Gold and 

Silver Trust Under NYSE Arca Rule 

8.201–E 

January 5, 2018. 

I. Introduction 

On November 9, 2017, NYSE Arca, 

Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

to Section 19(b)(1) of the Securities 

Exchange Act of 1934 (‘‘Act’’ or 

‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

list and trade shares of the Sprott 

Physical Gold and Silver Trust under 

NYSE Arca Rule 8.201–E. The proposed 

rule change was published for comment 

in the Federal Register on November 24, 

2017.3 On December 21, 2017, the 

Exchange filed Amendment No. 1 to the 

proposed rule change, which 

superseded the proposed rule change as 

originally filed. On January 4, 2018, the 

Exchange filed Amendment No. 2 to the 

proposed rule change, which 

superseded the proposed rule change as 

modified by Amendment No. 1.4 The 

Commission has not received any 

comments on the proposed rule change. 


srobinson on DSK9F5VC42PROD with NOTICES
Federal Register / Vol. 83, No. 8 / Thursday, January 11, 2018 / Notices 1429 

5The term ‘‘Commodity-Based Trust Shares’’ 

means a security (a) that is issued by a trust that 

holds a specified commodity deposited with the 

trust; (b) that is issued by such Trust in a specified 

aggregate minimum number in return for a deposit 

of a quantity of the underlying commodity; and (c) 

that, when aggregated in the same specified 

minimum number, may be redeemed at a holder’s 

request by such trust which will deliver to the 

redeeming holder the quantity of the underlying 

commodity. 

6This Amendment No. 2 to SR–NYSEArca–2017– 

131 replaces SR–NYSEArca–2017–131 as originally 

filed and Amendment 1 thereto and supersedes 

such filing in its entirety. 

7The Manager is a limited partnership formed 

and organized under the laws of the Province of 

Ontario, Canada, and acts as manager of the Trust 

pursuant to the trust agreement and the 

management agreement. The Manager will be 

responsible for the day-to-day activities and 

administration of the Trust. The Manager will 

manage and direct the business and affairs of the 

Trust. Additional details regarding the Manager are 

set forth in the Proxy Circular. The Manager has 

adopted a policy pursuant to which any entity or 

account that is: (a) Managed; or (b) for whom 

investment decisions are made, directly or 

indirectly, by a person that is involved in the 

decision-making process of, or has non-public 

information about, follow-on offerings of the Trust 

is prohibited from investing in the Trust, and no 

such decision-making person is permitted to invest 

in the Trust for that decision-making person’s 

benefit, directly or indirectly. 

8RBC is a trust company existing under the laws 

of Canada. RBC is affiliated with a broker-dealer. 

RBC has represented to the Exchange that it has put 

in place and will maintain the appropriate 

information barriers and controls between itself and 

the broker-dealer affiliate so that the broker-dealer 

affiliate will not have access to information 

concerning the composition and/or changes to the 

Trust’s holdings that are not available on the Trust’s 

website. The Trustee will hold title to the Trust’s 

assets on behalf of the unitholders of the Trust 

(‘‘Unitholders’’) and will have exclusive authority 

over the assets and affairs of the Trust. The Trustee 

has a fiduciary responsibility to act in the best 

interest of the Unitholders. Additional details 

regarding the Trustee are set forth in the Proxy 

Circular. 

9See, note 27, infra. 

10According to the Proxy Circular, the Non-Gold 

and Silver Custodian will be responsible for the 

safekeeping of all of the assets of the Trust, other 

than physical gold and silver bullion, delivered to 

it and will act as the custodian of such assets. The 

Manager, in accordance with applicable law and 

with the consent of the Trustee, will have the 

authority to change the custodial arrangement 

including, but not limited to, the appointment of a 

replacement custodian and/or additional 

custodians. Additional details regarding the NonGold and Silver Custodian are set forth in the Proxy 

Circular. 

11According to the Proxy Circular, the Trust’s 

physical gold and silver bullion will be fully 

allocated and stored with the Gold and Silver 

Custodian or a sub-custodian of the Gold and Silver 

Custodian. The Gold and Silver Custodian will be 

responsible for and will bear all risk of the loss of, 

and damage to, the Trust’s physical gold and silver 

bullion that is in its or its sub-custodian’s custody, 

subject to certain limitations based on events 

beyond the Gold and Silver Custodian’s control. 

The Manager, with the consent of the Trustee, may 

determine to change the custodial arrangements of 

the Trust. Additional details regarding the Gold and 

Silver Custodian are set forth in the Proxy Circular. 

12See, Securities Exchange Act Release No. 71378 

(January 23, 2014), 79 FR 4786 (January 29, 2014) 

(SR–NYSEArca–2013–137). 

13See, Securities Exchange Act Release No. 59895 

(May 8, 2009), 74 FR 22993 (May 15, 2009) (SR– 

NYSEArca–2009–40). 

14See, Securities Exchange Act Release No. 61219 

(December 22, 2009), 74 FR 68886 (December 29, 

2009) (SR–NYSEArca–2009–95). 

15See, Securities Exchange Act Release No. 61220 

(December 22, 2009), 74 FR 68895 (December 29, 

2009) (SR–NYSEArca–2009–94). 

16See, Securities Exchange Act Release No 66930 

(May 7, 2012), 77 FR 27817 (May 11, 2012) (SR– 

NYSEArca–2012–18). 

17See, Securities Exchange Act Release No. 61496 

(February 4, 2010), 75 FR 6758 (February 10, 2010) 

(SR–NYSEArca–2009–113). 

18See, 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). 

19See, 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 streetTRACKS 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). 

20See, 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). 

21See, Securities Exchange Act Release No. 50603 

(October 28, 2004), 69 FR 64614 (November 5, 2004) 

(SR–NYSE–2004–22) (order approving listing of 

streetTRACKS Gold Trust on NYSE). 

22See, 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). 

23See, Securities Exchange Act Release Nos. 

53520 (March 20, 2006), 71 FR 14977 (March 24, 

2006) (SR–PCX–2005–117) (approving trading on 

the Exchange pursuant to UTP of the iShares Silver 

Trust); 51245 (February 23, 2005), 70 FR 10731 

(March 4, 2005) (SR–PCX–2004–117) (approving 

trading on the Exchange of the streetTRACKS Gold 

Trust pursuant to UTP). 

The Commission is publishing this 

notice to solicit comments on 

Amendment No. 2 from interested 

persons, and is approving the proposed 

rule change, as modified by Amendment 

No. 2, on an accelerated basis. 

II. Description of the Proposed Rule 

Change, as Modified by Amendment 

No. 2 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of, and basis for, 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of those 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Under NYSE Arca Rule 8.201–E(a), 

the Exchange may propose to list and/ 

or trade pursuant to unlisted trading 

privileges (‘‘UTP’’), ‘‘Commodity-Based 

Trust Shares.’’ 5 The Exchange proposes 

to list and trade shares of the Trust 

pursuant to NYSE Arca Rule 8.201–E, 

defined herein and in the Proxy Circular 

(defined below) as ‘‘Units.’’ 6 The Units 

will be issued in connection with a plan 

of arrangement under the Alberta 

Business Corporations Act 

(‘‘Arrangement’’) involving Sprott Inc. 

(‘‘Sprott’’), the Trust, Central Fund of 

Canada Limited (‘‘CFCL’’) and its 

shareholders, The Central Group Alberta 

Ltd. (‘‘CGAL’’) and its shareholders and 

2070140 Alberta Ltd. (‘‘2070140’’) as 

described in ‘‘Description of the 

Arrangement’’ below. 

Sprott Asset Management LP will be 

the sponsor and manager of the Trust 

(‘‘Manager’’).7 RBC Investor Services 

Trust (‘‘RBC’’) will be the trustee and 

valuation agent of the Trust (‘‘Trustee’’ 

or ‘‘Valuation Agent,’’ as the case may 

be) 8 and the custodian of the Trust’s 

assets other than physical gold and 

silver bullion, comprising principally 

cash, cash equivalents,9 government 

debt obligations and money market 

mutual funds (‘‘Non-Gold and Silver 

Custodian’’).10 The Trust will appoint a 

custodian for the Trust’s physical gold 

and silver bullion (‘‘Gold and Silver 

Custodian’’).11 The TSX Trust Company 

will be the transfer agent of the Trust 

(‘‘Transfer Agent’’). 

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: 

Merk Gold Trust; 12 ETFS Gold Trust; 13

ETFS Platinum Trust; 14 ETFS 

Palladium Trust; 15 APMEX Physical-1 

oz. Gold Redeemable Trust; 16 Sprott 

Gold Trust; 17 iShares Silver Trust; 18

iShares COMEX Gold Trust; 19 and Long 

Dollar Gold Trust.20 Prior to their listing 

on the Exchange, the Commission 

approved listing of the streetTRACKS 

Gold Trust on the New York Stock 

Exchange 21 and listing of iShares 

COMEX Gold Trust and iShares Silver 

Trust on the American Stock Exchange 

LLC.22 In addition, the Commission has 

approved trading of the streetTRACKS 

Gold Trust and iShares Silver Trust on 

the Exchange pursuant to UTP.23

The Exchange represents that the 

Units satisfy the requirements of NYSE 


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24With respect to application of Rule 10A–3 (17 

CFR 240.10A–3) under the Exchange Act, the Trust 

relies on the exemption contained in Rule 10A– 

3(c)(7). 

25 In connection therewith, CFCL prepared and 

mailed a proxy circular, dated October 26, 2017 

(‘‘Proxy Circular’’), soliciting such approval at the 

meeting of such holders to be held on November 

30, 2017, unless adjourned or postponed. The Proxy 

Circular was furnished by CFCL to the Commission 

(File No. 001–09038) on November 8, 2017, under 

cover of Form 6–K. The descriptions of the Trust 

and the Units contained herein are based, in part, 

on the Proxy Circular. 

26The Trust has obtained exemptive relief from 

the Canadian securities regulatory authorities for 

relief from certain requirements of National 

Instrument 81–102—Investment Funds, legislation 

which governs mutual funds and non-redeemable 

investment funds in each of the provinces and 

territories of Canada (‘‘Exemptive Relief’’), to 

permit: (i) The Trust to invest up to 100% of its 

assets in physical gold or silver bullion; (ii) the 

appointment of the Gold and Silver Custodian as 

custodian of the Trust’s physical gold or silver 

bullion assets, if required; (iii) purchases of Units 

on the Exchange and the TSX and redemption 

requests to be submitted directly to the registrar and 

Transfer Agent of the Trust; (iv) the redemption of 

Units and payment upon redemption of Units all as 

described under ‘‘Redemption for Physical Gold 

and Silver’’ and ‘‘Redemption of Units for Cash’’; 

and (v) the Trust to establish a record date for 

distributions in accordance with the policies of the 

TSX and the Exchange. 

27The Trust’s investment and operating 

restrictions provide that the Trust will invest in and 

hold a minimum of 90% of the total net assets of 

the Trust in physical gold and silver bullion in 

‘‘London Good Delivery’’ bar (as defined in 

‘‘Operation of the Gold and Silver Markets’’ below) 

form and hold no more than 10% of the total net 

assets of the Trust, at the discretion of the Manager, 

in (i) physical gold and silver bullion (in London 

Good Delivery bar form or otherwise), (ii) gold or 

silver coins, (iii) debt obligations of or guaranteed 

by the Government of Canada or a province of 

Canada or by the Government of the United States 

or a state thereof (each, a ‘‘Government’’), (iv) 

money market mutual funds, (v) interest-bearing 

accounts, (vi) cash and (vii) the following shortterm instruments: Short-term commercial paper 

Arca Rule 8.201–E and thereby qualify 

for listing on the Exchange.24

Description of the Arrangement 

CFCL is a passive, non-operating, 

specialized investment holding 

company organized under the laws of 

the Province of Alberta, which buys and 

holds almost entirely pure refined gold 

and silver bullion, primarily in 

international bar form. The issued and 

outstanding share capital of CFCL 

consists of common shares (‘‘CFCL 

Common Shares’’) and Class A nonvoting shares (‘‘CFCL Class A Shares’’). 

The CFCL Class A Shares are listed for 

trading on the Toronto Stock Exchange 

(‘‘TSX’’) under the symbols ‘‘CEF.A’’ 

(Cdn.$) and ‘‘CEF.U’’ (U.S.$), and on the 

NYSE American under the symbol 

‘‘CEF.’’ CFCL is a ‘‘foreign private 

issuer,’’ as defined in Rule 3b–4 under 

the Exchange Act. 

According to the Manager, under the 

Arrangement, the Trust will acquire all 

the assets and assume all the liabilities 

of CFCL (other than CFCL’s 

administration agreement), in exchange 

for that number of fully paid and nonassessable Units as is equal to the 

aggregate number of CFCL Class A 

Shares and CFCL Common Shares 

issued and outstanding immediately 

prior to the effective time of the 

Arrangement. The CFCL Common 

Shares and the common shares of 

2070140 will be acquired by Sprott in 

exchange for, among other things, cash 

consideration of $105 million Canadian 

dollars and 6,997,379 common shares of 

Sprott. CFCL will then promptly redeem 

and cancel the outstanding CFCL Class 

A Shares and the CFCL Common Shares 

and distribute to the former holders 

thereof one Unit for each such share 

held. 

Approval of holders of two-thirds of 

the issued and outstanding CFCL Class 

A Shares and of the issued and 

outstanding CFCL Common Shares each 

voting as a separate class, as well as a 

majority of uninterested (in the 

transaction) holders of the issued and 

outstanding CFCL Class A Shares and of 

the issued and outstanding CFCL 

Common Shares, each voting as a 

separate class, is required to effect the 

Arrangement.25 Requisite shareholder 

approvals were obtained at a meeting of 

such shareholders held on November 

30, 2017. In addition, on December 5, 

2017, at a hearing before the Court of 

Queen’s Bench Alberta (Calgary) 

(‘‘Court’’) at which any holder of CFCL 

Class A Shares and CFCL Common 

Shares had the right to appear, the Court 

passed upon the substantive and 

procedural fairness of the terms and 

conditions of the Arrangement to 

holders of CFCL Class A Shares and 

CFCL Common Shares and as such, the 

distribution of Units to the holders of 

the CFCL Class A Shares will be exempt 

from registration under the Securities 

Act of 1933, as amended (‘‘Securities 

Act’’) pursuant to Section 3(a)(10) 

thereof, which exempts the issuance of 

any securities issued in exchange for 

one or more bona fide outstanding 

securities from the general requirement 

of registration where the terms and 

conditions of the issuance and exchange 

of such securities have been approved 

by a court of competent jurisdiction, 

after a hearing upon the fairness of the 

terms and conditions of such issuance 

and exchange at which all persons to 

whom it is proposed to issue the 

securities have the right to appear and 

receive timely notice thereof. 

The CFCL Class A Shares are 

registered under Section 12(b) of the 

Exchange Act, based upon a listing of 

the CFCL Class A Shares on the NYSE 

American. Pursuant to Rule 12g–3(a) 

under the Exchange Act, the Units will 

‘‘succeed’’ to the Section 12(b) Exchange 

Act registration of the CFCL Class A 

Shares upon completion of the 

Arrangement. In order to change the 

Section 12(b) registration of the Units 

from one based upon a listing on the 

NYSE American to one based upon a 

listing on the NYSE Arca, the Trust will 

file a separate initial registration 

statement on Form 8–A under the 

Exchange Act to register the Units under 

the Exchange Act based upon a listing 

of the Units on the NYSE Arca. 

After completion of the Arrangement, 

the Trust will furnish current reports to 

the Commission on Form 6–K in 

accordance with Rules 13a–1 and/or 

13a–3 under the Exchange Act. The 

Trust will also file with the Commission 

annual reports on Form 40–F under the 

Canada/U.S. Multijurisdictional 

Disclosure System. Information 

included in such filings (and which will 

be made available to Unitholders) will 

include (i) annual information form, (ii) 

annual financial statements, (iii) annual 

management report on fund 

performance (‘‘MRFP’’), (iv) quarterly 

financial statements, (v) quarterly MRFP 

and (vi) report of independent review 

committee. 

Operation of the Trust 

According to the Proxy Circular, the 

investment objective of the Trust is to 

participate in the Arrangement and to 

subsequently invest and hold 

substantially all of its assets in physical 

gold and silver bullion.26 The Trust is 

authorized to issue an unlimited 

number of Units in an unlimited 

number of classes and series of a class. 

Each Unit of a class or series of a class 

represents an undivided ownership 

interest in the net assets of the Trust 

attributable to that class or series of a 

class of Units. 

The Trust seeks to provide a secure, 

convenient and exchange-traded 

investment alternative for investors 

interested in holding physical gold and 

silver bullion without the 

inconvenience that is typical of a direct 

investment in physical gold and silver 

bullion. The Trust will invest primarily 

in long-term holdings of unencumbered, 

fully allocated, physical gold and silver 

bullion and will not speculate with 

regard to short-term changes in gold and 

silver prices. Pursuant to the trust 

agreement, the Manager has full 

authority and exclusive power to 

manage and direct the business and 

affairs of the Trust, subject to the Trust’s 

investment and operating restrictions.27


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Federal Register / Vol. 83, No. 8 / Thursday, January 11, 2018 / Notices 1431 

obligations of a corporation or other person whose 

short-term commercial paper is rated R–1 (or its 

equivalent, or higher) by Dominion Bond Rating 

Service Limited or its successors or assigns or F1 

(or its equivalent, or higher) by Fitch Ratings or its 

successors or assigns or A–1 (or its equivalent, or 

higher) by Standard & Poor’s or its successors or 

assigns or P–1(or its equivalent, or higher) by 

Moody’s Investor Service or its successors or 

assigns short-term certificates of deposit issued or 

guaranteed by a Canadian chartered bank or trust 

company, short-term government debt, short-term 

investment grade corporate debt or other short-term 

debt obligations approved by the Manager from 

time to time (for the purpose of this paragraph, the 

term ‘‘short-term’’ means having a date of maturity 

or call for payment not more than 182 days from 

the date on which the investment is made) (such 

short-term instruments, ‘‘cash equivalents’’), except 

during the 60-day period following the closing of 

additional offerings or prior to the distribution of 

the assets of the Trust. Pursuant to the Exemptive 

Relief, the Trust is permitted to invest up to 100% 

of its net assets, taken at market value of the time 

of purchase, in physical gold and silver bullion. 

28 Gold or silver certificates are financial 

instruments representing a promissory claim for 

gold or silver bullion, which may be exchanged for 

physical gold or silver bullion held by a custodian. 

29 15 U.S.C. 80a–1. 

30 17 U.S.C. 1. 

31Following 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. 

32CME Group is a member of the Intermarket 

Surveillance Group (‘‘ISG’’). See note 39, infra. 

According to the Manager, the Trust 

will not invest in gold or silver 

certificates 28 (other than legacy gold 

and silver certificates previously held 

by CFCL which historically represent 

less than 1% of CFCL’s assets, and 

which will be sold for cash as soon as 

practicable following the completion of 

the Arrangement) or other financial 

instruments that represent gold or silver 

or that may be exchanged for gold or 

silver and will not purchase, sell or hold 

derivatives. The Trust does not 

anticipate making regular cash 

distributions to Unitholders. According 

to the Manager, the value of gold bullion 

is currently approximately 2⁄3, and the 

value of silver bullion is currently 

approximately 1⁄3, of CFCL’s net assets. 

It is the intention of the Trust, subject 

to the discretion of the Manager, to 

maintain a ratio of the value of net 

assets in gold bullion to the value of net 

assets in silver bullion at approximately 

2⁄3 to 1⁄3. It does not expect that its 

investment in either gold bullion or 

silver bullion would be less than 15% 

to 20% of its net assets on a long-term 

basis. However, changes in the relative 

prices of gold and silver bullion, 

redemptions or other events beyond the 

control of the Manager could cause the 

relative investments in gold and silver 

bullion to vary from these percentages. 

According to the Proxy Circular, the 

Trust is neither an investment company 

registered or required to be registered 

under the Investment Company Act of 

1940, as amended,29 nor a commodity 

pool for purposes of the Commodity 

Exchange Act (‘‘CEA’’),30 and neither 

the Manager nor the Trustee is subject 

to regulation as a commodity pool 

operator or a commodity trading adviser 

in connection with the operation of the 

Trust. 

Operation of the Gold and Silver 

Markets 

According to the Proxy Circular, the 

global trade in gold and silver consists 

of over-the-counter (‘‘OTC’’), 

transactions in spot, forwards and 

options and other derivatives, together 

with exchange-traded futures and 

options. The participants in the world 

gold market may be classified in the 

following sectors: The mining and 

producer sector; the banking sector; the 

official sector; the investment sector; 

and the manufacturing sector. The 

participants in the world silver industry 

may be classified by the following 

sectors: The mining and producer 

sector; the banking sector; the 

investment sector; the fabrication and 

manufacturing sector; and the official 

sector. 

According to the Proxy Circular, the 

OTC gold market and OTC silver market 

include spot, forward and option and 

other derivative transactions conducted 

on a principal-to-principal basis. While 

the OTC gold market and the OTC silver 

market are global, nearly 24-hour per 

day markets, the main centers for both 

OTC markets are London, New York and 

Zurich. Thirteen members of the 

London Bullion Market Association 

(‘‘LBMA’’), the London-based trade 

association that acts as the coordinator 

for activities conducted on behalf of its 

members and other participants in the 

London bullion market, act as OTC 

market makers for both the OTC gold 

market and the OTC silver market, and 

most OTC market trades for both 

markets are cleared through London.31

The LBMA plays an important role in 

setting OTC gold and OTC silver trading 

industry standards. The LBMA’s 

‘‘London Good Delivery Lists’’ identify 

approved refiners of gold and silver. 

According to the Proxy Circular, in 

the OTC gold market and the OTC silver 

market, gold and silver that meet the 

specifications for weight, dimensions, 

fineness (or purity), identifying marks 

(including the assay stamp of an LBMAacceptable refiner) and appearance set 

forth in ‘‘The Good Delivery Rules for 

Gold and Silver Bars’’ published by the 

LBMA are ‘‘London Good Delivery’’ 

bars. A gold London Good Delivery bar 

must contain between 350 and 430 fine 

troy ounces of gold with a minimum 

fineness of 995 parts per 1,000. A silver 

London Good Delivery bar must contain 

between 750 ounces and 1,100 ounces 

of silver with a minimum fineness of 

999 parts per 1,000. 

According to the Proxy Circular, the 

most significant gold and silver futures 

exchanges are the COMEX, operated by 

Commodities Exchange, Inc. 

(‘‘COMEX’’), a subsidiary of New York 

Mercantile Exchange, Inc. (‘‘NYMEX’’), 

and a subsidiary of CME Group Inc. 

(‘‘CME Group’’),32 and the Tokyo 

Commodity Exchange. U.S. futures 

exchanges are registered with the 

Commodities Futures Trading 

Commission and seek to provide a 

neutral, regulated marketplace for the 

trading of derivatives contracts for 

commodities, such as futures, options 

and certain swaps. 

Initial Distribution and Redemption of 

Units 

According to the Proxy Circular, 

252,156,003 Units are expected to be 

issued in connection with the 

Arrangement. Each outstanding Unit 

represents an equal, fractional, 

undivided ownership interest in the net 

assets of the Trust attributable to the 

Units. The Trust will not issue 

additional Units of the class offered in 

the Arrangement following the 

completion of the Arrangement except: 

(i) If the net proceeds per Unit to be 

received by the Trust are not less than 

100% of the most recently calculated 

net asset value (‘‘NAV’’) per Unit 

immediately prior to, or upon, the 

determination of the pricing of such 

issuance; or (ii) by way of distribution 

of Units in connection with an income 

distribution. According to the Manager, 

the Trust does not intend to issue new 

Units, or redeem existing Units, on a 

day-to-day basis. 

Units may be redeemed at the option 

of the Unitholder on a monthly basis for 

physical gold and silver bullion or cash, 

as described below. 

Redemption for Physical Gold and 

Silver 

According to the Manager, subject to 

the terms of the trust agreement, a 

Unitholder may redeem Units for 

physical gold and silver bullion, 

provided the redemption request is for 

the Minimum Bullion Redemption 

Amount. ‘‘Minimum Bullion 

Redemption Amount’’ means 100,000 

Units, provided that if 100,000 Units is 

not at least equivalent to the aggregate 


srobinson on DSK9F5VC42PROD with NOTICES
1432 Federal Register / Vol. 83, No. 8 / Thursday, January 11, 2018 / Notices 

33The Exchange can receive information 

regarding transactions on TSX through the 

Investment Industry Regulatory Organization of 

Canada, which is a member of the ISG. See note 39, 

infra. 

value of (i) one London Good Delivery 

bar of gold, (ii) the Proportionate Silver 

Amount (as defined below) and (iii) 

applicable expenses, the Minimum 

Bullion Redemption Amount shall be 

such number of Units as are at least 

equivalent to the aggregate value of (a) 

one London Good Delivery bar of gold, 

(b) the Proportionate Silver Amount and 

(c) applicable expenses. ‘‘Proportionate 

Silver Amount’’ means such number of 

London Good Delivery bars of silver 

with an aggregate value (as at the 

valuation time on the applicable 

redemption date in the month during 

which the redemption request is 

processed) that is proportionate to the 

aggregate value of one London Good 

Delivery bar of gold based on the 

proportionate value of physical gold and 

silver bullion held by the Trust (as at 

the valuation time on the applicable 

redemption date in the month during 

which the redemption request is 

processed). Units redeemed for physical 

gold and silver bullion will have a 

redemption value equal to the aggregate 

value of the NAV per Unit of the 

redeemed Units on the last day of the 

month on which the Exchange is open 

for trading in the month during which 

the redemption request is processed 

(less applicable expenses described 

below) (‘‘Redemption Amount’’). 

The amount of physical gold and 

silver bullion a redeeming Unitholder is 

entitled to receive will be determined by 

the Manager, who will allocate the 

Redemption Amount to physical gold 

and silver bullion in direct proportion 

to the value of physical gold and silver 

bullion held by the Trust at the time of 

redemption (‘‘Bullion Redemption 

Amount’’). The quantity of each 

particular metal delivered to a 

redeeming Unitholder will be 

dependent on the applicable Bullion 

Redemption Amount and the number 

and individual weight of London Good 

Delivery bars of that metal that are held 

by the Trust on the redemption date. A 

redeeming Unitholder may not receive 

physical gold and silver bullion in the 

proportions then held by the Trust and, 

if the Trust does not have a London 

Good Delivery bar of a particular metal 

in inventory of a value equal to or less 

than the applicable Bullion Redemption 

Amount, the redeeming Unitholder will 

not receive any of that metal. The ability 

of a Unitholder to redeem Units for 

physical gold and silver bullion may be 

limited by the number of London Good 

Delivery bars held by the Trust at the 

time of redemption. Any Bullion 

Redemption Amount in excess of the 

value of the London Good Delivery bar 

or an integral multiple thereof of the 

particular metal to be delivered to the 

redeeming Unitholder will be paid in 

cash, as such excess amount will not be 

combined with any excess amounts in 

respect of the other metal for the 

purpose of delivering additional 

physical gold and silver bullion. 

A Unitholder that owns a sufficient 

number of Units who desires to exercise 

redemption privileges for physical gold 

and silver bullion must do so by 

instructing his, her or its broker, who 

must be a direct or indirect participant 

of CDS Clearing and Depository Services 

Inc. or The Depository Trust Company, 

to deliver to the Transfer Agent on 

behalf of the Unitholder a written notice 

(‘‘Bullion Redemption Notice’’) of the 

Unitholder’s intention to redeem Units 

for physical gold and silver bullion. 

Pursuant to the Exemptive Relief, the 

Transfer Agent is permitted to directly 

accept redemption requests. A Bullion 

Redemption Notice must be received by 

the Transfer Agent no later than 4:00 

p.m., Eastern Time (‘‘E.T.’’), on the 15th 

day of the month in which the Bullion 

Redemption Notice will be processed or, 

if such day is not a business day, then 

on the immediately following day that 

is a business day. Any Bullion 

Redemption Notice received after such 

time will be processed in the next 

month. 

A Unitholder redeeming Units for 

physical gold and silver bullion will 

receive the physical gold and silver 

bullion from the Gold and Silver 

Custodian. Physical gold and silver 

bullion received by a Unitholder as a 

result of a redemption of Units will be 

delivered by armored transportation 

service carrier pursuant to delivery 

instructions provided by the Unitholder 

to the Manager, provided that the 

delivery instructions are acceptable to 

the armored transportation service 

carrier. The armored transportation 

service carrier will be engaged by or on 

behalf of, and the costs in connection 

therewith, will be borne by the 

redeeming Unitholder. Such physical 

gold and silver bullion can be delivered: 

(i) To an account established by the 

Unitholder at an institution located in 

North America authorized to accept and 

hold London Good Delivery bars; (ii) in 

the United States, to any physical 

address (subject to approval by the 

armored transportation service carrier); 

(iii) in Canada, to any business address 

(subject to approval by the armored 

transportation service carrier); and (iv) 

outside of the United States and Canada, 

to any address approved by the armored 

transportation service carrier. Physical 

gold and silver bullion delivered to an 

institution located in North America 

authorized to accept and hold London 

Good Delivery bars will likely retain its 

London Good Delivery status while in 

the custody of such institution; physical 

gold and silver bullion delivered 

pursuant to a Unitholder’s delivery 

instruction to a destination other than 

an institution located in North America 

authorized to accept and hold London 

Good Delivery bars will no longer be 

deemed London Good Delivery once 

received by the Unitholder. Costs 

associated with the redemption of Units 

and the delivery of physical gold and 

silver bullion will be borne by the 

redeeming Unitholder. 

The armored transportation service 

carrier will receive physical gold and 

silver bullion in connection with a 

redemption of Units approximately 10 

business days after the end of the month 

in which the Bullion Redemption 

Notice is processed. Once the physical 

gold and silver bullion representing the 

redeemed Units has been placed with 

the armored transportation service 

carrier, the Gold and Silver Custodian 

will no longer bear the risk of loss of, 

and damage to, such physical gold and 

silver bullion. In the event of a loss after 

the physical gold and silver bullion has 

been placed with the armored 

transportation service carrier, the 

Unitholder will not have recourse 

against the Trust or the Gold and Silver 

Custodian. 

Redemption of Units for Cash 

According to the Proxy Circular, 

Unitholders whose Units are redeemed 

for cash will be entitled to receive a 

redemption price per Unit equal to 95% 

of the lesser of: (i) The volume-weighted 

average trading price of the Units traded 

on the Exchange or, if trading has been 

suspended on the Exchange, the trading 

price of the shares traded on the TSX,33

for the last five days on which the 

respective exchange is open for trading 

for the month in which the redemption 

request is processed; and (ii) the NAV 

of the redeemed Units as of 4:00 p.m., 

ET, on the last day of such month on 

which the Exchange is open for trading. 

Pursuant to the Exemptive Relief, the 

redemption price will be permitted to be 

less than 100% of the NAV per Unit. 

Cash redemption proceeds will be 

transferred to a redeeming Unitholder 

approximately three business days after 

the end of the month in which such 

redemption request is processed by the 

Trust. 

To redeem Units for cash, a 

Unitholder must instruct the 


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Federal Register / Vol. 83, No. 8 / Thursday, January 11, 2018 / Notices 1433 

34According to the Manager, the Trust is a mutual 

fund under applicable Canadian securities 

legislation and must calculate its NAV pursuant to 

Part 14 of National Instrument 81–106—Investment 

Fund Continuous Disclosure (‘‘NI 81–106’’), a rule 

applicable to Canadian investment funds and 

administered by Canadian securities regulatory 

authorities. Pursuant to Subsection 14.2(1) of NI 

81–106, the Trust must subtract the ‘‘fair value’’ of 

its liabilities from the fair value of its assets when 

calculating its NAV. Subsection 14.2(1.2) of NI 81– 

106 defines fair value as (a) the market value based 

on reported prices and quotations in an active 

market; or (b) if the market value is not available, 

or the Manager believes that it is unreliable, a value 

that is fair and reasonable in all the relevant 

circumstances, and requires the Manager to 

establish and maintain appropriate written policies 

and procedures for determining fair value of the 

Trust’s assets and liabilities and to consistently 

follow those policies and procedures. 

35The IIV on a per Unit basis disseminated 

during the NYSE Arca Core Trading Session should 

not be viewed as a real-time update of the NAV, 

which will be calculated once a day. 

Unitholder’s broker to deliver a notice 

to redeem Units for cash (‘‘Cash 

Redemption Notice’’) to the Transfer 

Agent. The Transfer Agent is permitted 

to directly accept redemption requests. 

A Cash Redemption Notice must be 

received by the Transfer Agent no later 

than 4:00 p.m., ET, on the 15th day of 

the month in which the Cash 

Redemption Notice will be processed or, 

if such day is not a business day, then 

on the immediately following day that 

is a business day. Any Cash Redemption 

Notice received after such time will be 

processed in the next month. 

Net Asset Value 

According to the Proxy Circular, the 

Valuation Agent will calculate the NAV 

for each class of Units as of 4:00 p.m., 

ET, on each business day. The NAV as 

of the valuation time on each business 

day will be the amount obtained by 

deducting from the aggregate fair market 

value of the assets of the Trust as of 

such date an amount equal to the fair 

value of the liabilities of the Trust 

(excluding all liabilities represented by 

outstanding Units, if any) as of such 

date.34 The NAV per Unit will be 

determined by dividing the NAV of the 

Trust on a date by the total number of 

Units then outstanding on such date. 

According to the Manager, the fair 

market value of the assets of the Trust 

will be determined as follows: 

(i) The value of physical gold and 

silver bullion will be its market value 

based on the price provided by a widely 

recognized pricing service as directed 

by the Manager and, if such service is 

not available, such physical gold and 

silver bullion will be valued at prices 

provided by another pricing service as 

determined by the Manager, in 

consultation with the Valuation Agent; 

(ii) the value of any cash on hand or 

on deposit (including interest-bearing 

accounts), accounts receivable, prepaid 

expenses, prepaid assets and interest 

accrued and not yet received, will be 

deemed to be the full amount thereof 

unless the Manager determines that any 

such deposit, account receivable, 

prepaid expense, prepaid asset or 

interest is not worth the full amount 

thereof, in which event the value thereof 

will be deemed to be such value as the 

Manager determines to be the fair value 

thereof; 

(iii) the value of any cash equivalents 

will be at their cost plus accrued 

interest; 

(iv) the value of any debt instruments 

(including obligations of or guaranteed 

by a Government) for which active 

markets exist (other than cash 

equivalents), and money market mutual 

funds, will be at the quoted value 

thereof; 

(v) the value of any assets for which 

no price quotations are available or, in 

the opinion of the Manager (which may 

delegate such responsibility to the 

Valuation Agent under the valuation 

services agreement), to which the above 

valuation principles cannot or should 

not be applied, will be the fair value 

thereof determined from time to time in 

such manner as the Manager (or the 

Valuation Agent, as the case may be) 

will from time to time provide; and 

(vi) the value of all assets and 

liabilities of the Trust valued in terms 

of a currency other than the currency 

used to calculate the NAV will be 

converted to the currency used to 

calculate the NAV by applying the rate 

of exchange obtained from the best 

available sources to the Valuation Agent 

as agreed upon by the Manager 

including, but not limited to, the 

Trustee or any of its affiliates. 

Secondary Market Trading 

According to the Proxy Circular, Units 

may trade in the market at a premium 

or discount to the NAV per Unit. The 

amount of the discount or premium in 

the trading price relative to the NAV 

may be influenced by non-concurrent 

trading hours between the COMEX and 

the Exchange and the TSX. According to 

the Proxy Circular, while the Units will 

trade on the Exchange during the Early, 

Core and Late Trading Sessions as 

specified in NYSE Arca Rule 7.34–E(a), 

liquidity in the global gold and silver 

markets will be reduced after the close 

of the COMEX at 1:30 p.m., ET. As a 

result, during this time, trading spreads, 

and the resulting premium or discount 

to the NAV, may widen. 

Availability of Information Regarding 

Gold and Silver 

Currently, the Consolidated Tape Plan 

does not provide for dissemination of 

the spot price of a commodity, such as 

gold or silver, over the Consolidated 

Tape. However, there will be 

disseminated over the Consolidated 

Tape the quotation and last sale price 

for the Units, as is the case for all equity 

securities traded on the Exchange. In 

addition, there is a considerable amount 

of gold and silver price and gold and 

silver market information available on 

public websites and through 

professional and subscription services. 

Investors may obtain on a 24-hour 

basis gold or silver pricing information 

based on the spot price for an ounce of 

gold or silver from various financial 

information service providers, such as 

Reuters and Bloomberg. Reuters and 

Bloomberg provide at no charge on their 

websites delayed information regarding 

the spot price of gold and silver and last 

sale prices of gold and silver futures, as 

well as information about news and 

developments in the gold and silver 

market. Reuters and Bloomberg also 

offer a professional service to 

subscribers for a fee that provides 

information on gold and silver prices 

directly from market participants. ICAP 

plc provides an electronic trading 

platform called EBS for the trading of 

spot gold and silver, as well as a feed 

of real-time streaming prices, delivered 

as record-based digital data from the 

EBS platform to its customer’s market 

data platform via Bloomberg or Reuters. 

Complete real-time data for gold and 

silver futures and options prices traded 

on the COMEX are available by 

subscription from Reuters and 

Bloomberg. The NYMEX also provides 

delayed futures and options information 

on current and past trading sessions and 

market news free of charge on its 

website. There are a variety of other 

public websites providing information 

on gold and silver, ranging from those 

specializing in precious metals to sites 

maintained by major newspapers. In 

addition, the LBMA Gold Price and the 

LBMA Silver Price are publicly 

available at no charge at 

www.lbma.org.uk. 

Availability of Information 

The intra-day indicative value (‘‘IIV’’) 

per Unit will be disseminated by one or 

more major market data vendors. The 

IIV will be calculated based on the 

amount of gold and silver held by the 

Trust and a price of gold and silver 

derived from updated bids and offers 

indicative of the spot prices of gold and 

silver.35

The IIV will be widely disseminated 

on a per Unit basis every 15 seconds 


srobinson on DSK9F5VC42PROD with NOTICES
1434 Federal Register / Vol. 83, No. 8 / Thursday, January 11, 2018 / Notices 

36The bid/ask price of the Trust is determined 

using the highest bid and lowest offer on the 

Consolidated Tape as of the time of calculation of 

the closing day NAV. 

37See NYSE Arca Rule 7.12–E. 

38FINRA 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. 

during the NYSE Arca Core Trading 

Session by one or more major market 

data vendors. In addition, the IIV will be 

available through on-line information 

services. 

The website for the Trust, which will 

be publicly accessible at no charge, will 

contain the following information: (a) 

The mid-point of the bid/ask price 36 at 

the close of trading in relation to the 

NAV as of the time the NAV is 

calculated (‘‘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 (or for the life of the Trust, if 

shorter). The Trust website will provide 

the last sale price of the Units as traded 

in the U.S. market, as well as a 

breakdown, provided on a daily basis, of 

the holdings of the Trust by metal type. 

The website for the Trust will also 

provide the information described in the 

penultimate paragraph of ‘‘Description 

of the Arrangement’’ above. 

The Trust’s daily (or as determined by 

the Manager in accordance with the 

trust agreement) NAV will be posted on 

the Trust’s website as soon as 

practicable. In addition, the Exchange 

will make available over the 

Consolidated Tape quotation 

information, trading volume, closing 

prices and NAV per Unit from the 

previous day. 

Criteria for Initial and Continued Listing 

The Trust will be subject to the 

criteria in NYSE Arca Rule 8.201–E, 

including 8.201–E(e), for initial and 

continued listing of the Units. 

A minimum of 100,000 Units will be 

required to be outstanding at the start of 

trading. The Exchange believes that the 

anticipated minimum number of Units 

outstanding at the start of trading is 

sufficient to provide adequate market 

liquidity. The Trust represents that the 

NAV will be calculated daily and made 

available to all market participants at 

the same time. The Trust also represents 

that the IIV will be calculated at least 

every fifteen seconds and made 

available to all market participants at 

the same time. 

Trading Rules 

The Exchange deems the Units to be 

equity securities, thus rendering trading 

in the Units subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Trading in the Units 

on the Exchange will occur during the 

Early, Core and Late Trading Sessions as 

specified in NYSE Arca Rule 7.34–E(a). 

The Exchange has appropriate rules to 

facilitate transactions in the Units 

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 Equity 

Trading Permit Holders (‘‘ETP Holders’’) 

acting as registered Market Makers in 

the Units to facilitate surveillance. 

Pursuant to NYSE Arca Rule 8.201–E(g), 

an ETP Holder acting as a registered 

Market Maker in the Units is required to 

provide the Exchange with information 

relating to its trading in the underlying 

gold and silver and related futures or 

options on futures or any other related 

derivatives. Commentary .04 of NYSE 

Arca Rule 11.3 requires an ETP Holder 

acting as a registered Market Maker, and 

its affiliates, in the Units 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 Units). 

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 Units. 

Trading on the Exchange in the Units 

may be halted because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Units inadvisable. These may 

include: (1) The extent to which 

conditions in the underlying gold or 

silver market have caused disruptions 

and/or lack of trading; or (2) whether 

other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. In addition, trading 

in Units will be subject to trading halts 

caused by extraordinary market 

volatility pursuant to the Exchange’s 

‘‘circuit breaker’’ rule.37

The Exchange will halt trading in the 

Units 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. 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. In addition, if the 

Exchange becomes aware that the NAV 

with respect to the Units is not 

disseminated to all market participants 

at the same time, it will halt trading in 

the Units until such time as the NAV is 

available to all market participants. 

Surveillance 

The Exchange represents that trading 

in the Units 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.38 The Exchange 

represents that these procedures are 

adequate to properly monitor Exchange 

trading of the Units 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 Units with other markets 

and other entities that are members of 

the ISG, and the Exchange or FINRA, on 

behalf of the Exchange, or both, may 


srobinson on DSK9F5VC42PROD with NOTICES
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39For the list of current members of ISG, see 

https://www.isgportal.org/home.html. 40 15 U.S.C. 78f(b)(5). 

obtain trading information regarding 

trading in the Units from such markets 

and other entities. In addition, the 

Exchange may obtain information 

regarding trading in the Units from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement 

(‘‘CSSA’’).39 The Exchange may obtain 

information regarding trading in gold 

and silver futures from markets trading 

such futures that are members of ISG or 

with which the Exchange has in place 

a CSSA, including COMEX. 

Also, pursuant to NYSE Arca Rule 

8.201–E(g), the Exchange is able to 

obtain information regarding trading in 

the Units and the underlying gold and 

silver and related futures or options on 

futures or any other related derivatives 

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. 

The Exchange also has a general 

policy prohibiting the distribution of 

material, non-public information by its 

employees. 

All statements and representations 

made in this filing regarding (a) the 

description of the portfolio holdings or 

reference assets, (b) limitations on 

portfolio holdings or reference assets 

and (c) the applicability of Exchange 

listing rules specified in this rule filing 

shall constitute continued listing 

requirements for listing the Units on the 

Exchange. 

The Manager 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 

Exchange 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 

Units. Specifically, the Information 

Bulletin will discuss the following: (1) 

Redemptions of Units; (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 Units; (3) 

how information regarding the IIV is 

disseminated; (4) the possibility that 

trading spreads and the resulting 

premium or discount on the Units may 

widen as a result of reduced liquidity of 

gold or silver trading during the Core 

and Late Trading Sessions after the 

close of the major world gold and silver 

markets; and (5) trading information. 

In addition, the Information Bulletin 

will reference that the Trust is subject 

to various fees and expenses as 

described in the Proxy Circular. The 

Information Bulletin will disclose that 

information about the Units of the Trust 

is publicly available on the Trust’s 

website. 

The Information Bulletin will also 

discuss any relief, if granted, by the 

Commission or the staff from any rules 

under the Exchange Act. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

requirement under Section 6(b)(5) 40

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 Units 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 Units in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. The Exchange or FINRA, on behalf 

of the Exchange, or both, will 

communicate as needed regarding 

trading in the Units with other markets 

that are members of the ISG, and the 

Exchange or FINRA, on behalf of the 

Exchange, or both, may obtain trading 

information regarding trading in the 

Units from such markets. In addition, 

the Exchange may obtain information 

regarding trading in the Units from 

markets that are members of ISG or with 

which the Exchange has in place a 

CSSA. The Exchange may obtain 

information regarding trading in gold 

and silver futures from markets trading 

such futures that are members of ISG or 

with which the Exchange has in place 

a CSSA, including COMEX. Also, 

pursuant to NYSE Arca Rule 8.201–E(g), 

the Exchange is able to obtain 

information regarding trading in the 

Units and the underlying gold and silver 

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. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest. There is a considerable 

amount of gold and silver price and gold 

and silver market information available 

on public websites and through 

professional and subscription services. 

Investors may obtain on a 24-hour basis 

gold or silver pricing information based 

on the spot price for an ounce of gold 

or silver from various financial 

information service providers, such as 

Reuters and Bloomberg. Reuters and 

Bloomberg provide at no charge on their 

websites delayed information regarding 

the spot price of gold and silver and last 

sale prices of gold and silver futures, as 

well as information about news and 

developments in the gold and silver 

market. Reuters and Bloomberg also 

offer a professional service to 

subscribers for a fee that provides 

information on gold and silver prices 

directly from market participants. ICAP 

plc provides an electronic trading 

platform called EBS for the trading of 

spot gold and silver, as well as a feed 

of real-time streaming prices, delivered 

as record-based digital data from the 

EBS platform to its customer’s market 

data platform via Bloomberg or Reuters. 

Complete real-time data for gold and 

silver futures and options prices traded 

on the COMEX are available by 

subscription from Reuters and 

Bloomberg. The NYMEX also provides 

delayed futures and options information 

on current and past trading sessions and 

market news free of charge on its 

website. There are a variety of other 

public websites providing information 

on gold and silver, ranging from those 

specializing in precious metals to sites 

maintained by major newspapers. In 

addition, the LBMA Gold Price and 

LBMA Silver Price are publicly 

available at no charge at 

www.lbma.org.uk. 

The Trust’s daily (or as determined by 

the Manager in accordance with the 

trust agreement) NAV will be posted on 

the Trust’s website as soon as 

practicable. The Trust’s website will 

provide an IIV per Unit, as calculated by 

a third party financial data provider 


srobinson on DSK9F5VC42PROD with NOTICES
1436 Federal Register / Vol. 83, No. 8 / Thursday, January 11, 2018 / Notices 

41 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 42 15 U.S.C. 78f(b)(5). 43Specifically, the Exchange represents that the 

most significant gold and silver futures exchanges 

are the COMEX, operated by Commodities 

Exchange, Inc., a subsidiary of NYMEX and a 

subsidiary of CME Group, and that it may obtain 

information regarding trading in gold and silver 

futures from markets that are members of ISG or 

with which the Exchange has in place a CSSA, 

including COMEX. See Amendment No. 2, supra 

note 4, at 11, 20. The Exchange also represents that 

the U.S. futures exchanges are registered with the 

Commodities Futures Trading Commission. See 

Amendment No. 2, supra note 4, at 11. 

44See, e.g., iShares COMEX Gold Trust, Exchange 

Act Release No. 51058 (Jan. 19, 2005), 70 FR 3749, 

3751, 3754 (Jan. 26, 2005) (SR–Amex–2004–38) 

(approval order notes the American Stock 

Exchange’s representation that ‘‘the most significant 

gold futures exchanges are the COMEX division of 

the NYMEX and the Tokyo Commodity Exchange’’ 

and that the American Stock Exchange has ‘‘in 

place an Information Sharing Agreement with the 

NYMEX for the purpose of providing information 

in connection with trading in or related to COMEX 

gold futures contracts’’); iShares Silver Trust, 

Exchange Act Release No. 53521 (Mar. 20, 2006), 71 

FR 14967, 14968, 14973 (Mar. 24, 2006) (SR–Amex– 

2005–72) (approval order notes the American Stock 

Exchange’s representation that ‘‘the most significant 

silver futures exchanges are the COMEX and the 

Tokyo Commodity Exchange’’ and that the 

American Stock Exchange has ‘‘in place an 

Information Sharing Agreement with the NYMEX 

for the purpose of providing information in 

connection with trading in or related to COMEX 

silver futures contracts’’). 

45 15 U.S.C. 78k–1(a)(1)(C)(iii). 

46See Amendment No. 2, supra note 4, at 17. 

47See id. at 14. 

during the Exchange’s Core Trading 

Session. 

Quotation and last-sale information 

regarding the Units will be disseminated 

through the facilities of the 

Consolidated Tape Association. The IIV 

will be widely disseminated on a per 

Unit basis every 15 seconds during the 

NYSE Arca Core Trading Session by one 

or more major market data vendors. In 

addition, the IIV will be available 

through on-line information services. 

The Exchange represents that the 

Exchange may halt trading during the 

day in which an interruption to the 

dissemination of the IIV occurs. If the 

interruption to the dissemination of the 

IIV persists past the trading day in 

which it occurred, the Exchange will 

halt trading no later than the beginning 

of the trading day following the 

interruption. In addition, if the 

Exchange becomes aware that the NAV 

with respect to the Units is not 

disseminated to all market participants 

at the same time, it will halt trading in 

the Units until such time as the NAV is 

available to all market participants. The 

NAV per Unit will be calculated daily 

and made available to all market 

participants at the same time. One or 

more major market data vendors will 

disseminate for the Trust on a daily 

basis information with respect to the 

recent NAV per Unit and Units 

outstanding. 

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 Units and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a CSSA. The Exchange may obtain 

information regarding trading in gold 

and silver futures from markets trading 

such futures that are members of ISG or 

with which the Exchange has in place 

a CSSA, including COMEX. In addition, 

as noted above, investors will have 

ready access to information regarding 

gold and silver pricing and gold and 

silver futures information. 

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 Exchange 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 and silver. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the Exchange’s proposed rule 

change, as modified by Amendment No. 

2, to list and trade the Units is 

consistent with the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.41 In 

particular, the Commission finds that 

the proposed rule change is consistent 

with Section 6(b)(5) of the Act,42 which 

requires, among other things, that the 

Exchange’s rules be designed to prevent 

fraudulent and manipulative acts and 

practices, promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

The Commission notes that the 

Exchange has represented that gold and 

silver futures trade on markets that are 

regulated by the Commodities Futures 

Trading Commission and that the 

Exchange will be able to share 

surveillance information with one of the 

‘‘most significant’’ markets for gold and 

silver futures.43 The Commission has 

previously approved the listing and 

trading of other gold- and silver-based 

commodity trusts, noting the existence 

of surveillance-sharing agreements 

between the listing exchange and 

significant, regulated markets for gold 

and silver futures,44 and the 

Commission finds that the Exchange 

will be able to share surveillance 

information with a significant, regulated 

market for trading futures on gold and 

silver. 

The Commission also finds that the 

proposal is consistent with Section 

11A(a)(1)(C)(iii) of the Act,45 which sets 

forth Congress’ finding that it is in the 

public interest and appropriate for the 

protection of investors and the 

maintenance of fair and orderly markets 

to assure the availability to brokers, 

dealers, and investors of information 

with respect to quotations for and 

transactions in securities. Quotation and 

last-sale price of the Units will be 

disseminated over the Consolidated 

Tape. 

The Commission believes that the 

proposed rule change is reasonably 

designed to promote fair disclosure of 

information that may be necessary to 

price the Units appropriately. NYSE 

Arca Rule 8.201–E(e)(2)(v) requires that 

an IIV (which is referred to in the rule 

as the ‘‘Indicative Trust Value’’) be 

calculated and disseminated at least 

every 15 seconds. The IIV per Unit will 

be calculated based on the amount of 

gold and silver held by the Trust and a 

price of gold and silver derived from 

updated bids and offers indicative of the 

spot prices of gold and silver. The IIV 

will be widely disseminated on a per 

Unit basis every 15 seconds during the 

NYSE Arca Core Trading Session by one 

or more major market data vendors. In 

addition, the IIV will be available 

through on-line information services.46

Additionally, the Valuation Agent 

will calculate the NAV for each class of 

Units as of 4:00 p.m., E.T., on each 

business day.47 The website for the 

Trust will contain the following 

information: (a) The mid-point of the 

Bid/Ask Price and a calculation of the 

premium or discount of such price 


srobinson on DSK9F5VC42PROD with NOTICES
Federal Register / Vol. 83, No. 8 / Thursday, January 11, 2018 / Notices 1437 

48See id. at 17. 

49See id. at 16, 22. 

50See id. at 17, 22. 

51See id. at 19. 52See id. 53See id. at 19, 22. 54See id. 55Commentary .04 of NYSE Arca Equities Rule 

11.3 requires that an ETP Holder acting as a 

registered market maker in the Units, and its 

affiliates, establish, maintain and enforce written 

policies and procedures reasonably designed to 

prevent the misuse of any material nonpublic 

information with respect to such products, any 

components of the related products, any physical 

asset or commodity underlying the product, 

applicable currencies, underlying indexes, related 

futures or options on futures, and any related 

derivative instruments. 

56See Amendment No. 2, supra note 4, at 18. 

57Trading in the Units on the Exchange will 

occur during the Early, Core, and Late Trading 

Sessions as specified in NYSE Arca Rule 7.34–E(a). 

See id. at 16, 18. 

58See id. The Commission notes that, as a result, 

trading of the Units will be subject to the 

Exchange’s existing rules governing the trading of 

equity securities. 

59See id. at 20. 

60FINRA conducts cross-market surveillances on 

behalf of the Exchange pursuant to a regulatory 

services agreement. The Exchange is responsible for 

FINRA’s performance under this regulatory services 

agreement. See id. at 19, n. 36. 

61See id. at 20. 

62See id. at 20, 21, 23. 

63See id. at 20–21. 

against the 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. 

According to the Exchange, the Trust’s 

website also will provide the last sale 

price of the Units as traded in the U.S. 

market, as well as a breakdown, 

provided on a daily basis, of the 

holdings of the Trust by metal type. In 

addition, the Exchange will make 

available over the Consolidated Tape 

quotation information, trading volume, 

closing prices, and NAV per Unit from 

the previous day.48

According to the Exchange, investors 

may obtain on a 24-hour basis gold or 

silver pricing information based on the 

spot price for an ounce of gold or silver 

from various financial information 

service providers, such as Reuters and 

Bloomberg. Reuters and Bloomberg 

provide at no charge on their websites 

delayed information regarding the spot 

price of gold and silver and last sale 

prices of gold and silver futures, as well 

as information about news and 

developments in the gold and silver 

market. Reuters and Bloomberg also 

offer a professional service to 

subscribers for a fee that provides 

information on gold and silver prices 

directly from market participants. ICAP 

plc provides an electronic trading 

platform called EBS for the trading of 

spot gold and silver, as well as a feed 

of real-time streaming prices, delivered 

as record-based digital data from the 

EBS platform to its customer’s market 

data platform via Bloomberg or 

Reuters.49

In addition, the Exchange notes that 

complete real-time data for gold and 

silver futures and options prices traded 

on the COMEX are available by 

subscription from Reuters and 

Bloomberg. NYMEX also provides 

delayed futures and options information 

on current and past trading sessions and 

market news free of charge on its 

website. There are a variety of other 

public websites providing information 

on gold and silver, ranging from those 

specializing in precious metals to sites 

maintained by major newspapers. In 

addition, the Exchange represents that 

the LBMA Gold Price and the LBMA 

Silver Price are publicly available at no 

charge at www.lbma.org.uk.50

The Commission also believes that the 

proposal is reasonably designed to 

prevent trading when a reasonable 

degree of transparency cannot be 

assured. With respect to trading halts, 

the Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Units. 

Trading on the Exchange in the Units 

may be halted because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Units inadvisable. These may 

include: (1) The extent to which 

conditions in the underlying gold or 

silver market have caused disruptions or 

lack of trading, or (2) whether other 

unusual conditions or circumstances 

detrimental to the maintenance of a fair 

and orderly market are present. In 

addition, trading in Units will be subject 

to trading halts caused by extraordinary 

market volatility pursuant to the 

Exchange’s ‘‘circuit breaker’’ rule.51 The 

Exchange will halt trading in the Units 

if the NAV of the Trust is not calculated 

or disseminated daily or if not made 

available to all participants at the same 

time.52 If the Exchange becomes aware 

that the NAV with respect to the Units 

is not disseminated to all market 

participants at the same time, it will halt 

trading in the Units until such time as 

the NAV is available to all market 

participants.53 The Exchange may halt 

trading during the day in which an 

interruption occurs to the dissemination 

of the IIV; if the interruption to the 

dissemination of the IIV persists past 

the trading day in which it occurs, the 

Exchange will halt trading no later than 

the beginning of the trading day 

following the interruption.54

Additionally, the Commission notes 

that market makers in the Units would 

be subject to the requirements of NYSE 

Arca Rule 8.201–E(g), which allow the 

Exchange to ensure that they do not use 

their positions to violate the 

requirements of Exchange rules or 

applicable federal securities laws.55

In support of this proposal, the 

Exchange has made the following 

additional representations: 

(1) The Trust will be subject to the criteria 

in NYSE Arca Rule 8.201–E, including 

8.201–E(e), for initial and continued listing of 

the Units.56

(2) The Exchange has appropriate rules to 

facilitate transactions in the Units during all 

trading sessions.57

(3) The Exchange deems the Units to be 

equity securities.58

(4) The Exchange also has a general policy 

prohibiting the distribution of material, nonpublic information by its employees.59

(5) Trading in the Units will be subject to 

the existing trading surveillances 

administered by the Exchange, as well as 

cross-market surveillances administered by 

FINRA on behalf of the Exchange, which are 

designed to detect violations of Exchange 

rules and applicable federal securities laws, 

and that these procedures are adequate to 

properly monitor Exchange trading of the 

Units in all trading sessions and to deter and 

detect violations of Exchange rules and 

federal securities laws applicable to trading 

on the Exchange.60

(6) The Exchange or FINRA, on behalf of 

the Exchange, or both, will communicate as 

needed regarding trading in the Units with 

other markets and other entities that are 

members of the ISG, and the Exchange or 

FINRA, on behalf of the Exchange, or both, 

may obtain trading information regarding 

trading in the Units from such markets and 

other entities. In addition, the Exchange may 

obtain information regarding trading in the 

Units from markets and other entities that are 

members of ISG or with which the Exchange 

has in place a comprehensive surveillance 

sharing agreement.61 The Exchange also may 

obtain information regarding trading in gold 

and silver futures from markets trading such 

futures that are members of ISG or with 

which the Exchange has in place a CSSA, 

including COMEX.62

(7) Prior to the commencement of trading, 

the Exchange will inform its ETP Holders in 

an Information Bulletin of the special 

characteristics and risks associated with 

trading the Units. Specifically, the 

Information Bulletin will discuss the 

following: (a) Redemptions of Units; (b) 

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 Units; (c) how 

information regarding the IIV is 

disseminated; (e) the possibility that trading 

spreads and the resulting premium or 

discount on the Units may widen as a result 

of reduced liquidity of gold or silver trading 

during the Core and Late Trading Sessions 

after the close of the major world gold and 

silver markets; and (e) trading information.63


srobinson on DSK9F5VC42PROD with NOTICES
1438 Federal Register / Vol. 83, No. 8 / Thursday, January 11, 2018 / Notices 

64See id. at 9. 

65See id. at 10. 

66See id. at 10. 

67See id. at 20. 

68See id. The Commission notes that certain 

proposals for the listing and trading of exchangetraded products include a representation that the 

exchange will ‘‘surveil’’ for compliance with the 

continued listing requirements. See, e.g., Securities 

Exchange Act Release No. 77499 (Apr. 1, 2016), 81 

FR 20428, 20432 (Apr. 7, 2016) (SR–BATS–2016– 

04). In the context of this representation, it is the 

Commission’s view that ‘‘monitor’’ and ‘‘surveil’’ 

both mean ongoing oversight of compliance with 

the continued listing requirements. Therefore, the 

Commission does not view ‘‘monitor’’ as a more or 

less stringent obligation than ‘‘surveil’’ with respect 

to the continued listing requirements. 

69 15 U.S.C. 78f(b)(5). 

70 15 U.S.C. 78s(b)(2). 

71 Id. 

72 17 CFR 200.30–3(a)(12). 

(8) The Trust’s investment and operating 

restrictions provide that the Trust will invest 

in and hold a minimum of 90% of its total 

net assets in physical gold and silver bullion 

in ‘‘London Good Delivery’’ bar form, and 

hold no more than 10% of the total net assets 

of the Trust, at the discretion of the Manager, 

in: (i) Physical gold and silver bullion (in 

London Good Delivery bar form or 

otherwise); (ii) gold or silver coins; (iii) debt 

obligations of or guaranteed by a 

Government; (iv) money market mutual 

funds; (v) interest-bearing accounts; (vi) cash; 

and (vii) cash equivalents, except during the 

60-day period following the closing of 

additional offerings or prior to the 

distribution of the assets of the Trust.64

(9) According to the Manager, the value of 

gold bullion is currently approximately 2⁄3, 

and the value of silver bullion is currently 

approximately 1⁄3, of CFCL’s net assets. It is 

the intention of the Trust, subject to the 

discretion of the Manager, to maintain a ratio 

of the value of net assets in gold bullion to 

the value of net assets in silver bullion at 

approximately 2⁄3 to 1⁄3. It does not expect 

that its investment in either gold bullion or 

silver bullion would be less than 15% to 20% 

of its net assets on a long-term basis. 

However, changes in the relative prices of 

gold and silver bullion, redemptions or other 

events beyond the control of the Manager 

could cause the relative investments in gold 

and silver bullion to vary from these 

percentages.65

(10) According to the Manager, the Trust 

will not invest in gold or silver certificates 

(other than legacy gold and silver certificates 

previously held by CFCL which historically 

represent less than 1% of CFCL’s assets, and 

which will be sold for cash as soon as 

practicable following the completion of the 

Arrangement) or other financial instruments 

that represent gold or silver or that may be 

exchanged for gold or silver, and will not 

purchase, sell, or hold derivatives.66

(11) All statements and representations 

made in this filing regarding (a) The 

description of the portfolio holdings or 

reference assets, (b) limitations on portfolio 

holdings or reference assets, and (c) the 

applicability of Exchange listing rules 

specified in this rule filing shall constitute 

continued listing requirements for listing the 

Units on the Exchange.67

(12) The Manager 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).68

(13) A minimum of 100,000 Units will be 

required to be outstanding at the start of 

trading. 

This approval order is based on all of the 

Exchange’s representations—including those 

set forth above and in Amendment No. 2— 

and the Exchange’s description of the Trust. 

For the foregoing reasons, the Commission 

finds that the proposed rule change, as 

modified by Amendment No. 2, is consistent 

with Section 6(b)(5) of the Act 69 and the 

rules and regulations thereunder applicable 

to a national securities exchange. 

IV. Solicitation of Comments on Amendment 

No. 2 to the Proposed Rule Change 

Interested persons are invited to submit 

written data, views, and arguments 

concerning Amendment No. 2 to the 

proposed rule change. Comments may be 

submitted by any of the following methods: 

Electronic Comments 

• Use the Commission’s internet comment 

form (http://www.sec.gov/rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2017–131 on the subject line. 

Paper Comments 

• Send paper comments in triplicate to 

Secretary, Securities and Exchange 

Commission, 100 F Street NE, Washington, 

DC 20549–1090. 

All submissions should refer to File Number 

SR–NYSEArca–2017–131. 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 this filing will also be 

available for inspection and copying at the 

principal office of the Exchange. All 

comments received will be posted without 

change. Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should submit 

only information that you wish to make 

available publicly. All submissions should 

refer to File Number SR–NYSEArca–2017– 

131 and should be submitted on or before 

February 1, 2018 

V. Accelerated Approval of Proposed Rule 

Change, as Modified by Amendment No. 2 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 2, prior to the 

30th day after the date of publication of 

notice of Amendment No. 2 in the Federal 

Register. Amendment No. 2 supplements the 

proposal by providing additional information 

regarding, among other things: (1) The Trust’s 

primary holdings in gold and silver bullion 

and the other assets that would comprise the 

remaining holdings of the Trust; (2) the 

ability of the Exchange to obtain information 

regarding trading in gold and silver futures 

from markets trading such futures that are 

members of ISG or with which the Exchange 

has in place a CSSA, including COMEX; (3) 

the calculation and dissemination of NAV 

and IIV for the Units; and (3) updates with 

respect to the Arrangement. These changes 

assisted the Commission in evaluating the 

Units’ susceptibility to manipulation, and in 

determining that the listing and trading of the 

Units is consistent with the protection of 

investors and the public interest. 

Accordingly, the Commission finds good 

cause, pursuant to Section 19(b)(2) of the 

Act,70 to approve the proposed rule change, 

as modified by Amendment No. 2, on an 

accelerated basis. 

VI. Conclusion 

It is therefore ordered, pursuant to Section 

19(b)(2) of the Act,71 that the proposed rule 

change (SR–NYSEArca–2017–131), as 

modified by Amendment No. 2, be, and it 

hereby is, approved on an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.72

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2018–00307 Filed 1–10–18; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–82444; File No. SR– 

CboeBZX–2017–023] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing of 

a Proposed Rule Change To List and 

Trade Shares of the iShares Gold 

Exposure ETF, a Series of the iShares 

U.S. ETF Trust, Under Exchange Rule 

14.11(i), Managed Fund Shares 

January 5, 2018. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 


srobinson on DSK9F5VC42PROD with NOTICES