[Federal Register Volume 83, Number 8 (Thursday, January 11, 2018)]
[Notices]
[Pages 1428-1438]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-00307]


-----------------------------------------------------------------------

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
---------------------------------------------------------------------------

    \76\ Market 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).
    \77\ Market share for OTC Link ATS is based on the Q2 2017 data 
made publicly available by OTC Markets.
    \78\ The market share is based on Q2 data made publicly 
available by Bats.
---------------------------------------------------------------------------

    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Amendment No. 1 to the proposed rule change, which superseded the 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superseded the proposed rule change as modified by Amendment No. 1.\4\ 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.

[[Page 1429]]

The Commission is publishing this notice to solicit comments on 
Amendment No. 2 from interested persons, and is approving the proposed 
rule change, as modified by Amendment No. 2, on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See 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/sr-nysearca-2017-131/nysearca2017131-2873835-161766.pdf.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \5\ The 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.
    \6\ This 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.
---------------------------------------------------------------------------

    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'').
---------------------------------------------------------------------------

    \7\ The 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.
    \8\ RBC 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.
    \9\ See, note 27, infra.
    \10\ According 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 Non-Gold and Silver Custodian are set forth in 
the Proxy Circular.
    \11\ According 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.
---------------------------------------------------------------------------

    The Commission has previously approved listing on the Exchange 
under NYSE Arca Rules 5.2-E(j)(5) and 8.201-E of other precious metals 
and gold-based commodity trusts, including: 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\
---------------------------------------------------------------------------

    \12\ See, Securities Exchange Act Release No. 71378 (January 23, 
2014), 79 FR 4786 (January 29, 2014) (SR-NYSEArca-2013-137).
    \13\ See, Securities Exchange Act Release No. 59895 (May 8, 
2009), 74 FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40).
    \14\ See, Securities Exchange Act Release No. 61219 (December 
22, 2009), 74 FR 68886 (December 29, 2009) (SR-NYSEArca-2009-95).
    \15\ See, Securities Exchange Act Release No. 61220 (December 
22, 2009), 74 FR 68895 (December 29, 2009) (SR-NYSEArca-2009-94).
    \16\ See, Securities Exchange Act Release No 66930 (May 7, 
2012), 77 FR 27817 (May 11, 2012) (SR-NYSEArca-2012-18).
    \17\ See, Securities Exchange Act Release No. 61496 (February 4, 
2010), 75 FR 6758 (February 10, 2010) (SR-NYSEArca-2009-113).
    \18\ See, Securities Exchange Act Release No. 58956 (November 
14, 2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca-2008-124) 
(approving listing on the Exchange of the iShares Silver Trust).
    \19\ See, Securities Exchange Act Release No. 56224 (August 8, 
2007), 72 FR 45850 (August 15, 2007) (SR-NYSEArca-2007-76) 
(approving listing on the Exchange of the 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).
    \20\ See, Securities Exchange Act Release No. 79518 (December 9, 
2016), 81 FR 90876 (December 15, 2016) (SR-NYSEArca-2016-84) (order 
approving listing and trading of shares of the Long Dollar Gold 
Trust).
    \21\ See, 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).
    \22\ See, Securities Exchange Act Release Nos. 51058 (January 
19, 2005), 70 FR 3749 (January 26, 2005) (SR-Amex-2004-38) (order 
approving listing of iShares COMEX Gold Trust on the American Stock 
Exchange LLC); 53521 (March 20, 2006), 71 FR 14967 (March 24, 2006) 
(SR-Amex-2005-72) (approving listing on the American Stock Exchange 
LLC of the iShares Silver Trust).
    \23\ See, Securities Exchange Act Release Nos. 53520 (March 20, 
2006), 71 FR 14977 (March 24, 2006) (SR-PCX-2005-117) (approving 
trading on the Exchange pursuant to UTP of the iShares Silver 
Trust); 51245 (February 23, 2005), 70 FR 10731 (March 4, 2005) (SR-
PCX-2004-117) (approving trading on the Exchange of the streetTRACKS 
Gold Trust pursuant to UTP).
---------------------------------------------------------------------------

    The Exchange represents that the Units satisfy the requirements of 
NYSE

[[Page 1430]]

Arca Rule 8.201-E and thereby qualify for listing on the Exchange.\24\
---------------------------------------------------------------------------

    \24\ With 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).
---------------------------------------------------------------------------

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 non-voting 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 non-assessable 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.
---------------------------------------------------------------------------

    \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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \26\ The 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.
---------------------------------------------------------------------------

    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\

[[Page 1431]]

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.
---------------------------------------------------------------------------

    \27\ The 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 short-term instruments: Short-term commercial paper 
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.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \29\ 15 U.S.C. 80a-1.
    \30\ 17 U.S.C. 1.
---------------------------------------------------------------------------

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.
---------------------------------------------------------------------------

    \31\ Following the enactment of the Financial Markets Act 2012, 
the Prudential Regulation Authority of the Bank of England is 
responsible for regulating most of the financial firms that are 
active in the bullion market, and the Financial Conduct Authority is 
responsible for consumer and competition issues.
---------------------------------------------------------------------------

    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 LBMA-acceptable 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.
---------------------------------------------------------------------------

    \32\ CME Group is a member of the Intermarket Surveillance Group 
(``ISG''). See note 39, infra.
---------------------------------------------------------------------------

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

[[Page 1432]]

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.
---------------------------------------------------------------------------

    \33\ The 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.
---------------------------------------------------------------------------

    To redeem Units for cash, a Unitholder must instruct the

[[Page 1433]]

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:
---------------------------------------------------------------------------

    \34\ According 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.
---------------------------------------------------------------------------

    (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\
---------------------------------------------------------------------------

    \35\ The 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.
---------------------------------------------------------------------------

    The IIV will be widely disseminated on a per Unit basis every 15 
seconds

[[Page 1434]]

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.
---------------------------------------------------------------------------

    \36\ The 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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \37\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \38\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the 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

[[Page 1435]]

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.
---------------------------------------------------------------------------

    \39\ For the list of current members of ISG, see https://www.isgportal.org/home.html.
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \40\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
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

[[Page 1436]]

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.
---------------------------------------------------------------------------

    \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).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \43\ Specifically, 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.
    \44\ See, 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'').
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    The Commission believes that the proposed rule change is reasonably 
designed to promote fair disclosure of information that may be 
necessary to price the 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\
---------------------------------------------------------------------------

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

    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

[[Page 1437]]

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\
---------------------------------------------------------------------------

    \47\ See id. at 14.
    \48\ See id. at 17.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \49\ See id. at 16, 22.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \50\ See id. at 17, 22.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \51\ See id. at 19.
    \52\ See id.
    \53\ See id. at 19, 22.
    \54\ See id.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

    \55\ Commentary .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.
---------------------------------------------------------------------------

    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\
---------------------------------------------------------------------------

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

    (2) The Exchange has appropriate rules to facilitate 
transactions in the Units during all trading sessions.\57\
---------------------------------------------------------------------------

    \57\ 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). See id. at 16, 18.
---------------------------------------------------------------------------

    (3) The Exchange deems the Units to be equity securities.\58\
---------------------------------------------------------------------------

    \58\ See 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.
---------------------------------------------------------------------------

    (4) The Exchange also has a general policy prohibiting the 
distribution of material, non-public information by its 
employees.\59\
---------------------------------------------------------------------------

    \59\ See id. at 20.
---------------------------------------------------------------------------

    (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\
---------------------------------------------------------------------------

    \60\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement. See id. at 19, n. 36.
---------------------------------------------------------------------------

    (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\
---------------------------------------------------------------------------

    \61\ See id. at 20.
    \62\ See id. at 20, 21, 23.
---------------------------------------------------------------------------

    (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\
---------------------------------------------------------------------------

    \63\ See id. at 20-21.

---------------------------------------------------------------------------

[[Page 1438]]

    (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\
---------------------------------------------------------------------------

    \64\ See id. at 9.
---------------------------------------------------------------------------

    (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\
---------------------------------------------------------------------------

    \65\ See id. at 10.
---------------------------------------------------------------------------

    (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\
---------------------------------------------------------------------------

    \66\ See id. at 10.
---------------------------------------------------------------------------

    (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\
---------------------------------------------------------------------------

    \67\ See id. at 20.
---------------------------------------------------------------------------

    (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\
---------------------------------------------------------------------------

    \68\ See id. The Commission notes that certain proposals for the 
listing and trading of exchange-traded products include a 
representation that the exchange will ``surveil'' for compliance 
with the continued listing requirements. See, e.g., Securities 
Exchange Act Release No. 77499 (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.
---------------------------------------------------------------------------

    (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.
---------------------------------------------------------------------------

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

IV. Solicitation of Comments on Amendment No. 2 to the Proposed Rule 
Change

    Interested persons are invited to submit written data, views, 
and arguments concerning Amendment No. 2 to the proposed rule 
change. Comments may be submitted by any of the following methods:

Electronic Comments

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#cdbfb8a1a8e0aea2a0a0a8a3b9be8dbea8aee3aaa2bb"><span class="__cf_email__" data-cfemail="780a0d141d551b1715151d160c0b380b1d1b561f170e">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2017-131 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-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.
---------------------------------------------------------------------------

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

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.
---------------------------------------------------------------------------

    \71\ Id.


    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\72\
---------------------------------------------------------------------------

    \72\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-00307 Filed 1-10-18; 8:45 am]
 BILLING CODE 8011-01-P


</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>