46106 Federal Register / Vol. 82, No. 190 / Tuesday, October 3, 2017 / Notices 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4On September 8, 2017, the Trust submitted to 

the Commission its draft registration statement on 

Form S–1 (the ‘‘Registration Statement’’) under the 

Securities Act of 1933 (15 U.S.C. 77a) (‘‘Securities 

Act’’). The Jumpstart Our Business Startups Act, 

enacted on April 5, 2012, added Section 6(e) to the 

Securities Act. Section 6(e) of the Securities Act 

provides that an ‘‘emerging growth company’’ may 

confidentially submit to the Commission a draft 

registration statement for confidential, non-public 

review by the Commission staff prior to public 

filing, provided that the initial confidential 

submission and all amendments thereto shall be 

publicly filed not later than 21 days before the date 

on which the issuer conducts a road show, as such 

term is defined in Securities Act Rule 433(h)(4). An 

emerging growth company is defined in Section 

2(a)(19) of the Securities Act as an issuer with less 

than $1,000,000,000 total annual gross revenues 

during its most recently completed fiscal year. The 

Trust meets the definition of an emerging growth 

company and consequently has submitted its Form 

S–1 Registration Statement on a confidential basis 

with the Commission. 

5Commodity-Based Trust Shares are securities 

issued by a trust that represents investors’ discrete 

identifiable and undivided beneficial ownership 

interest in the commodities deposited into the 

Trust. 

6 15 U.S.C. 80a–1. 

7 17 U.S.C. 1. 

8The Trustee is responsible for the day-to-day 

administration of the Trust. The responsibilities of 

the Trustee include (1) processing orders for the 

creation and redemption of Baskets; (2) 

coordinating with the Custodian the receipt and 

delivery of palladium transferred to, or by, the Trust 

in connection with each issuance and redemption 

of Baskets; (3) calculating the net asset value of the 

Trust on each business day; and (4) selling the 

Trust’s palladium as needed to cover the Trust’s 

expenses. The Trust does not have a Board of 

Directors or persons acting in a similar capacity. 

9The Custodian is responsible for safekeeping the 

palladium owned by the Trust. The Custodian is 

enterprise or joint arrangement is 

consistent with the provisions, policies 

and purposes of the Act, and the extent 

to which the participation is on a basis 

different from or less advantageous than 

that of other participants. 

2. Rule 17d–3 under the Act provides 

an exemption from section 17(d) and 

rule 17d–1 to permit open-end 

investment companies to enter into 

distribution arrangements pursuant to 

rule 12b–1 under the Act. Applicants 

request an order under section 17(d) and 

rule 17d–1 under the Act to the extent 

necessary to permit the Fund to impose 

asset-based distribution and/or service 

fees. Applicants have agreed to comply 

with rules 12b–1 and 17d–3 as if those 

rules applied to closed-end investment 

companies, which they believe will 

resolve any concerns that might arise in 

connection with a Fund financing the 

distribution of its shares through assetbased distribution and/or service fees. 

3. For the reasons stated above, 

applicants submit that the exemptions 

requested under section 6(c) are 

necessary and appropriate in the public 

interest and are consistent with the 

protection of investors and the purposes 

fairly intended by the policy and 

provisions of the Act. Applicants further 

submit that the relief requested 

pursuant to section 23(c)(3) will be 

consistent with the protection of 

investors and will insure that applicants 

do not unfairly discriminate against any 

holders of the class of securities to be 

purchased. Finally, applicants state that 

the Funds’ imposition of asset-based 

distribution and/or service fees is 

consistent with the provisions, policies 

and purposes of the Act and does not 

involve participation on a basis different 

from or less advantageous than that of 

other participants. 

Applicants’ Condition: 

Applicants agree that any order 

granting the requested relief will be 

subject to the following condition: 

Each Fund relying on the order will 

comply with the provisions of rules 6c– 

10, 12b–1, 17d–3, 18f–3, 22d–1, and, 

where applicable, 11a–3 under the Act, 

as amended from time to time, as if 

those rules applied to closed-end 

management investment companies, 

and will comply with the FINRA Sales 

Charge Rule, as amended from time to 

time, as if that rule applied to all closedend management investment 

companies. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21156 Filed 10–2–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81737; File No. SR– 

NYSEArca–2017–112] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the GraniteShares Palladium Trust 

Under NYSE Arca Rule 8.201–E 

September 27, 2017. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on 

September 12, 2017, NYSE Arca, Inc. 

(the ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed 

with the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to list and 

trade shares of the GraniteShares 

Palladium Trust under NYSE Arca 

Equities Rule 8.201 [sic]. The proposed 

change is available on the Exchange’s 

Web site at www.nyse.com, at the 

principal office of the Exchange, and at 

the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade shares (‘‘Shares’’) of the 

GraniteShares Palladium Trust (the 

‘‘Trust’’), under NYSE Arca Equities 

Rule 8.201.4 Under NYSE Arca Equities 

Rule 8.201 [sic], the Exchange may 

propose to list and/or trade pursuant to 

unlisted trading privileges (‘‘UTP’’) 

Commodity-Based Trust Shares.5

The Trust will not be registered as an 

investment company under the 

Investment Company Act of 1940, as 

amended,6 and is not required to 

register under such act. The Trust is not 

a commodity pool for purposes of the 

Commodity Exchange Act, as amended.7

The Sponsor of the Trust is 

GraniteShares LLC, a Delaware limited 

liability company. The Bank of New 

York Mellon is the trustee of the Trust 

(the ‘‘Trustee’’) 8 and ICBC Standard 

Bank PLC is the custodian of the Trust 

(the ‘‘Custodian’’).9


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appointed by the Trustee and is responsible to the 

Trustee under the Trust’s palladium custody 

agreements. The Custodian will facilitate the 

transfer of palladium in and out of the Trust 

through the unallocated palladium accounts it may 

maintain for each Authorized Participant or 

unallocated palladium accounts that may be 

maintained for an Authorized Participant by 

another palladium-clearing bank approved by the 

London Palladium and Palladium Market 

(‘‘LPPM’’), and through the unallocated palladium 

account it will maintain for the Trust. The 

Custodian is responsible for allocating specific bars 

of palladium to the Trust Allocated Account. As 

used herein, ‘‘Trust Allocated Account’’ means the 

loco London account established in the name of the 

Trustee and maintained for the benefit of the Trust 

by the Custodian on an allocated basis pursuant to 

a written custody agreement between the Trustee 

and the Custodian. The Custodian will provide the 

Trustee with regular reports detailing the palladium 

transfers in and out of the Trust Unallocated 

Account with the Custodian and identifying the 

palladium bars held in the Trust Allocated 

Account. 

10Securities Exchange Act Release No. 61219 

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

2009) (SR–NYSEArca–2009–95). 

11Securities Exchange Act Release No. 61220 

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

2009) (SR–NYSEArca–2009–94). 

12Securities Exchange Act Release No. 68430 

(December 13, 2012), 77 FR 75239 (December 13, 

2012) (SR–NYSEArca–2012–111). 

13With respect to the application of Rule 10A– 

3 (17 CFR 240.10A–3) under the Act, the Trust 

relies on the exemption contained in Rule 10A– 

3(c)(7). 

14The description of the operation of the Trust, 

the Shares and the palladium market contained 

herein are based, in part, on the Registration 

Statement. See note 4, supra. 

The Commission has previously 

approved listing on the Exchange under 

NYSE Arca Equities Rule 8.201 [sic] of 

other precious metals and palladiumbased commodity trusts, including the 

ETFS Platinum Trust,10 the ETFS 

Palladium Trust,11 and the Sprott 

Physical Platinum and Palladium 

Trust.12

The Exchange represents that the 

Shares satisfy the requirements of NYSE 

Arca Equities Rule 8.201 [sic] and 

thereby qualify for listing on the 

Exchange.13

Operation of the Trust 14

The investment objective of the Trust 

will be for the Shares to reflect the 

performance of the price of palladium, 

less the expenses and liabilities of the 

Trust. The Trust will issue Shares 

which represent units of fractional 

undivided beneficial interest in and 

ownership of the Trust. 

The Trust will not trade in palladium 

futures or options on any futures 

exchange or over the counter (‘‘OTC’’) 

transactions in forwards, options and 

other derivatives. The Trust will not 

hold or trade in commodity futures 

contracts, ‘‘commodity interests’’, or any 

other instruments regulated by the 

Commodities Exchange Act. The Trust 

will take delivery of physical palladium 

that complies with the LPPM palladium 

delivery rules. 

The Shares are intended to constitute 

a simple and cost-effective means of 

making an investment similar to an 

investment in palladium. Although the 

Shares are not the exact equivalent of an 

investment in palladium, they provide 

investors with an alternative that allows 

a level of participation in the palladium 

market through the securities market. 

Operation of the Palladium Market 

The global trade in palladium consists 

of OTC transactions in spot, forwards, 

and options and other derivatives, 

together with exchange-traded futures 

and options. 

Most trading in physical palladium is 

conducted on the OTC market, 

predominantly in Zurich and London. 

The LPPM coordinates various OTC 

market activities, including clearing and 

vaulting, acts as the principal 

intermediary between physical 

palladium market participants and the 

relevant regulators, promotes good 

trading practices and develops standard 

market documentation. In addition, the 

LPPM promotes refining standards for 

the palladium market by maintaining 

the ‘‘London/Zurich Good Delivery 

List,’’ which are the lists of LPPM 

accredited melters and assayers of 

palladium. 

The basis for settlement and delivery 

of a spot trade is payment (generally in 

US dollars) two business days after the 

trade date against delivery. Delivery of 

the palladium can either be by physical 

delivery or through the clearing systems 

to an unallocated account. The unit of 

trade in London and Zurich is the troy 

ounce, whose conversion between 

grams is: 1,000 grams is equivalent to 

32.1507465 troy ounces, and one troy 

ounce is equivalent to 31.1034768 

grams. 

A good delivery palladium plate or 

ingot is acceptable for delivery in 

settlement of a transaction on the OTC 

market (a ‘‘Good Delivery Palladium 

Plate or Ingot’’). A Good Delivery 

Palladium Plate or Ingot must contain 

between 32 and 192 troy ounces of 

palladium with a minimum fineness (or 

purity) of 999.5 parts per 1,000 

(99.95%), be of good appearance, and be 

easy to handle and stack. A Good 

Delivery Palladium Plate or Ingot must 

also bear the stamp of one of the melters 

and assayers who are on the LPPM 

approved list. Unless otherwise 

specified, the palladium spot price 

always refers to the ‘‘Good Delivery 

Standards’’ set by the LPPM. 

Creation and Redemption of Shares 

The Trust will create and redeem 

Shares on a continuous basis in one or 

more blocks of 15,000 Shares (a block of 

15,000 Shares is called a ‘‘Basket’’). As 

described below, the Trust will issue 

Shares in Baskets to certain authorized 

participants (‘‘Authorized Participants’’) 

on an ongoing basis. Baskets of Shares 

will only be issued or redeemed in 

exchange for an amount of palladium 

represented by the aggregate number of 

Shares redeemed. No Shares will be 

issued unless the Custodian has 

allocated to the Trust’s account the 

corresponding amount of palladium. 

Initially, a Basket will require delivery 

of 1,500 fine ounces of palladium. The 

amount of palladium necessary for the 

creation of a Basket, or to be received 

upon redemption of a Basket, will 

decrease over the life of the Trust, due 

to the payment or accrual of fees and 

other expenses or liabilities payable by 

the Trust. 

Baskets may be created or redeemed 

only by Authorized Participants. Orders 

must be placed by 3:59 p.m. Eastern 

Time (‘‘E.T.’’). The day on which a Trust 

receives a valid purchase or redemption 

order is the order date. 

Each Authorized Participant must be 

a registered broker-dealer, a participant 

in Depository Trust Corporation 

(‘‘DTC’’), have entered into an 

agreement with the Trustee (the 

‘‘Authorized Participant Agreement’’) 

and have established a palladium 

unallocated account with the Custodian 

or a physical palladium clearing bank. 

The Authorized Participant Agreement 

provides the procedures for the creation 

and redemption of Baskets and for the 

delivery of palladium in connection 

with such creations or redemptions. 

According to the Registration 

Statement, Authorized Participants may 

surrender Baskets of Shares in exchange 

for the corresponding Basket Amount 

announced by the Trustee. Upon 

surrender of such Shares and payment 

of the Trustee’s applicable fee and of 

any expenses, taxes or charges (such as 

stamp taxes or stock transfer taxes or 

fees), the Trustee will deliver to the 

order of the redeeming Authorized 

Participant the amount of palladium 

corresponding to the redeemed Baskets. 

Shares can only be surrendered for 

redemption in Baskets of 15,000 Shares 

each. 

Before surrendering Baskets of Shares 

for redemption, an Authorized 

Participant must deliver to the Trustee 

a written request indicating the number 

of Baskets it intends to redeem. The date 

the Trustee receives that order 

determines the Basket Amount to be 


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15The IIV on a per Share basis disseminated 

during the Core Trading Session should not be 

viewed as a real-time update of the NAV, which is 

calculated once a day. 

16The bid-ask price of the Shares will be 

determined using the highest bid and lowest offer 

on the Consolidated Tape as of the time of 

calculation of the closing day NAV. 

received in exchange. However, orders 

received by the Trustee after 3:59 p.m. 

E.T. on a business day or on a business 

day when the LBMA Palladium Price 

PM or other applicable benchmark price 

is not announced, will not be accepted. 

The redemption distribution from the 

Trust will consist of a credit to the 

redeeming Authorized Participant’s 

unallocated account representing the 

amount of the palladium held by the 

Trust evidenced by the Shares being 

redeemed as of the date of the 

redemption order. 

Net Asset Value 

The NAV of the Trust will be 

calculated by subtracting the Trust’s 

expenses and liabilities on any day from 

the value of the palladium owned by the 

Trust on that day; the NAV per Share 

will be obtained by dividing the NAV of 

the Trust on a given day by the number 

of Shares outstanding on that day. On 

each day on which the Exchange is open 

for regular trading, the Trustee will 

determine the NAV as promptly as 

practicable after 4:00 p.m. E.T. The 

Trustee will value the Trust’s palladium 

based on the most recently announced 

LBMA Palladium Price PM or LBMA 

Palladium Price AM. If neither price is 

available for that day, the Trustee will 

value the Trust’s palladium based on 

the most recently announced LBMA 

Palladium Price PM or LBMA Palladium 

Price AM. If the Sponsor determines 

that such price is inappropriate to use, 

the Sponsor will identify an alternate 

basis for evaluation to be employed by 

the Trustee. Further, the Sponsor may 

instruct the Trustee to use on an ongoing basis a different publicly available 

price which the Sponsor determines to 

fairly represent the commercial value of 

the Trust’s palladium. 

The NAV per Share will be calculated 

by taking the current price of the Trust’s 

total assets, subtracting any liabilities, 

and dividing by the total number of 

Shares outstanding. Authorized 

Participants will offer Shares at an 

offering price that will vary, depending 

on, among other factors, the price of 

palladium and the trading price of the 

Shares on the Exchange at the time of 

offer. Authorized Participants will not 

receive from the Trust, the Sponsor, the 

Trustee or any of their affiliates any fee 

or other compensation in connection 

with the offering of the Shares. 

Secondary Market Trading 

While the Trust seeks to reflect 

generally the performance of the price of 

palladium less the Trust’s expenses and 

liabilities, Shares may trade at, above or 

below their NAV. The NAV of Shares 

will fluctuate with changes in the 

market value of the Trust’s assets. The 

trading prices of Shares will fluctuate in 

accordance with changes in their NAV 

as well as market supply and demand. 

The amount of the discount or premium 

in the trading price relative to the NAV 

may be influenced by non-concurrent 

trading hours between the major 

palladium markets and the Exchange. 

While the Shares trade on the Exchange 

until 4:00 p.m. E.T., liquidity in the 

market for palladium may be reduced 

after the close of the major world 

palladium markets, including London, 

Zurich and COMEX. As a result, during 

this time, trading spreads, and the 

resulting premium or discount, on 

Shares may widen. 

Availability of Information Regarding 

Palladium 

Currently, the Consolidated Tape Plan 

does not provide for dissemination of 

the spot price of a commodity such as 

palladium over the Consolidated Tape. 

However, there will be disseminated 

over the Consolidated Tape the last sale 

price for the Shares, as is the case for 

all equity securities traded on the 

Exchange (including exchange-traded 

funds). In addition, there is a 

considerable amount of information 

about palladium and palladium markets 

available on public Web sites and 

through professional and subscription 

services. 

Investors may obtain palladium 

pricing information on a 24-hour basis 

based on the spot price for an ounce of 

palladium from various financial 

information service providers, such as 

Reuters and Bloomberg. 

Reuters and Bloomberg provide at no 

charge on their Web sites delayed 

information regarding the spot price of 

palladium and last sale prices of 

palladium futures, as well as 

information about news and 

developments in the palladium market. 

Reuters and Bloomberg also offer a 

professional service to subscribers for a 

fee that provides information on 

palladium prices directly from market 

participants. ICAP plc provides an 

electronic trading platform called EBS 

for the trading of spot palladium, 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 palladium 

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 Web site. There are 

a variety of other public Web sites 

providing information on palladium, 

ranging from those specializing in 

precious metals to sites maintained by 

major newspapers, such as The Wall 

Street Journal. 

Availability of Information 

The intraday indicative value (‘‘IIV’’) 

per Share for the Shares will be 

disseminated by one or more major 

market data vendors at least every 15 

seconds during the Core Trading 

Session. The IIV will be calculated 

based on the amount of palladium held 

by the Trust and a price of palladium 

derived from updated bids and offers 

indicative of the spot price of 

palladium.15

The Web site for the Trust 

(www.graniteshares.com) will contain 

the following information, on a per 

Share basis, for the Trust: (a) The midpoint of the bid-ask price 16 at the close 

of trading (‘‘Bid/Ask Price’’), and a 

calculation of the premium or discount 

of such price against such NAV; and (b) 

data in chart format displaying the 

frequency distribution of discounts and 

premiums of the Bid/Ask Price against 

the NAV, within appropriate ranges, for 

each of the four previous calendar 

quarters. The Web site for the Trust will 

also provide the Trust’s prospectus. 

Finally, the Trust’s Web site will 

provide the prior day’s closing price of 

the Shares as traded in the U.S. market. 

In addition, information regarding 

market price and trading volume of the 

Shares will be continually available on 

a real-time basis throughout the day on 

brokers’ computer screens and other 

electronic services. Information 

regarding the previous day’s closing 

price and trading volume information 

for the Shares will be published daily in 

the financial section of newspapers. 

Criteria for Initial and Continued Listing 

The Trust will be subject to the 

criteria in NYSE Arca Equities Rule 

8.201(e) [sic] for initial and continued 

listing of the Shares. 

A minimum of one Basket or 15,000 

Shares will be required to be 

outstanding at the start of trading, 

which is equivalent to 1,500 fine ounces 

of palladium. The Exchange believes 

that the anticipated minimum number 

of Shares outstanding at the start of 


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17See NYSE Arca Equities Rule 7.12. 

18FINRA 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. 

19For a list of the current members of ISG, see 

www.isgportal.org. 

trading is sufficient to provide adequate 

market liquidity. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Trust subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Trading in the Shares 

on the Exchange will occur in 

accordance with NYSE Arca Equities 

Rule 7.34(a). The Exchange has 

appropriate rules to facilitate 

transactions in the Shares during all 

trading sessions. As provided in NYSE 

Arca Equities Rule 7.6, Commentary .03, 

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 Equities Rule 

8.201 [sic] sets forth certain restrictions 

on ETP Holders acting as registered 

Market Makers in the Shares to facilitate 

surveillance. Under NYSE Arca Equities 

Rule 8.201(g) [sic], an ETP Holder acting 

as a registered Market Maker in the 

Shares is required to provide the 

Exchange with information relating to 

its trading in the underlying palladium, 

related futures or options on futures, or 

any other related derivatives. 

Commentary .04 of NYSE Arca Equities 

Rule 6.3 requires an ETP Holder acting 

as a registered Market Maker, and its 

affiliates, in the Shares to establish, 

maintain and enforce written policies 

and procedures reasonably designed to 

prevent the misuse of any material 

nonpublic information with respect to 

such products, any components of the 

related products, any physical asset or 

commodity underlying the product, 

applicable currencies, underlying 

indexes, related futures or options on 

futures, and any related derivative 

instruments (including the Shares). 

As a general matter, the Exchange has 

regulatory jurisdiction over its ETP 

Holders and their associated persons, 

which include any person or entity 

controlling an ETP Holder. A subsidiary 

or affiliate of an ETP Holder that does 

business only in commodities or futures 

contracts would not be subject to 

Exchange jurisdiction, but the Exchange 

could obtain information regarding the 

activities of such subsidiary or affiliate 

through surveillance sharing agreements 

with regulatory organizations of which 

such subsidiary or affiliate is a member. 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares. 

Trading on the Exchange in the Shares 

may be halted because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Shares inadvisable. These may 

include: (1) The extent to which 

conditions in the underlying palladium 

market have caused disruptions and/or 

lack of trading, or (2) whether other 

unusual conditions or circumstances 

detrimental to the maintenance of a fair 

and orderly market are present. In 

addition, trading in Shares will be 

subject to trading halts caused by 

extraordinary market volatility pursuant 

to the Exchange’s ‘‘circuit breaker’’ 

rule.17 The Exchange will halt trading in 

the Shares if the NAV of the Trust is not 

calculated or disseminated daily. The 

Exchange may halt trading during the 

day in which an interruption occurs to 

the dissemination of the IIV, as 

described above. If the interruption to 

the dissemination of the IIV persists 

past the trading day in which it occurs, 

the Exchange will halt trading no later 

than the beginning of the trading day 

following the interruption. 

Surveillance 

The Exchange represents that trading 

in the Shares will be subject to the 

existing trading surveillances 

administered by the Exchange, as well 

as cross-market surveillances 

administered by the Financial Industry 

Regulatory Authority (‘‘FINRA’’) on 

behalf of the Exchange, which are 

designed to detect violations of 

Exchange rules and applicable federal 

securities laws.18 The Exchange 

represents that these procedures are 

adequate to properly monitor Exchange 

trading of the Shares in all trading 

sessions and to deter and detect 

violations of Exchange rules and federal 

securities laws applicable to trading on 

the Exchange. 

The surveillances referred to above 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

When such situations are detected, 

surveillance analysis follows and 

investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

The Exchange or FINRA, on behalf of 

the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares with other markets 

and other entities that are members of 

the ISG, and the Exchange or FINRA, on 

behalf of the Exchange, or both, may 

obtain trading information regarding 

trading in the Shares from such markets 

and other entities. In addition, the 

Exchange may obtain information 

regarding trading in the Shares from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement.19

Also, pursuant to NYSE Arca Equities 

Rule 8.201(g) [sic], the Exchange is able 

to obtain information regarding trading 

in the Shares and the underlying 

palladium, palladium futures contracts, 

options on palladium futures, or any 

other palladium derivative, through ETP 

Holders acting as registered Market 

Makers, in connection with such ETP 

Holders’ proprietary or customer trades 

through ETP Holders which they effect 

on any relevant market. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

All statements and representations 

made in this filing regarding (a) the 

description of the portfolio, (b) 

limitations on portfolio holdings or 

reference assets, or (c) the applicability 

of Exchange listing rules specified in 

this rule filing shall constitute 

continued listing requirements for 

listing the Shares of the Trust on the 

Exchange. 

The issuer has represented to the 

Exchange that it will advise the 

Exchange of any failure by the Trust to 

comply with the continued listing 

requirements, and, pursuant to its 

obligations under Section 19(g)(1) of the 

Act, the Exchange will monitor for 

compliance with the continued listing 

requirements. If the Trust is not in 

compliance with the applicable listing 

requirements, the Exchange will 

commence delisting procedures under 

NYSE Arca Equities Rule 5.5(m). 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Bulletin 

will discuss the following: (1) The 

procedures for purchases and 

redemptions of Shares in Baskets 

(including noting that Shares are not 

individually redeemable); (2) NYSE 

Arca Equities Rule 9.2(a), which 

imposes a duty of due diligence on its 

ETP Holders to learn the essential facts 


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46110 Federal Register / Vol. 82, No. 190 / Tuesday, October 3, 2017 / Notices 

20 15 U.S.C. 78f(b)(5). 

relating to every customer prior to 

trading the Shares; (3) how information 

regarding the IIV is disseminated; (4) the 

requirement that ETP Holders deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction; (5) the possibility that 

trading spreads and the resulting 

premium or discount on the Shares may 

widen as a result of reduced liquidity of 

palladium trading during the Core and 

Late Trading Sessions after the close of 

the major world palladium markets; and 

(6) trading information. For example, 

the Information Bulletin will advise ETP 

Holders, prior to the commencement of 

trading, of the prospectus delivery 

requirements applicable to the Trust. 

The Exchange notes that investors 

purchasing Shares directly from the 

Trust (by delivery of the Creation Basket 

Deposit) will receive a prospectus. ETP 

Holders purchasing Shares from the 

Trust for resale to investors will deliver 

a prospectus to such investors. 

In addition, the Information Bulletin 

will reference that the Trust is subject 

to various fees and expenses as will be 

described in the Registration Statement. 

The Information Bulletin will also 

reference the fact that there is no 

regulated source of last sale information 

regarding physical palladium, that the 

Commission has no jurisdiction over the 

trading of palladium as a physical 

commodity, and that the CFTC has 

regulatory jurisdiction over the trading 

of palladium futures contracts and 

options on palladium futures contracts. 

The Information Bulletin will also 

discuss any relief, if granted, by the 

Commission or the staff from any rules 

under the Act. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 20 that an 

exchange have rules that are designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 

impediments to, and perfect the 

mechanism of a free and open market 

and, in general, to protect investors and 

the public interest. 

The Exchange believes that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices in that the Shares will 

be listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in NYSE Arca Equities 

Rule 8.201 [sic]. The Exchange has in 

place surveillance procedures that are 

adequate to properly monitor trading in 

the Shares in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. The Exchange may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest in that there is a 

considerable amount of palladium price 

and palladium market information 

available on public Web sites and 

through professional and subscription 

services. Investors may obtain 

palladium pricing information on a 24- 

hour basis based on the spot price for an 

ounce of palladium from various 

financial information service providers. 

Delayed information regarding the spot 

price of palladium and last sale prices 

of palladium futures, as well as 

information about news and 

developments in the palladium market, 

are also available from financial 

information service providers. 

Information on palladium prices 

directly from market participants is also 

available from financial information 

service providers. An electronic trading 

platform called EBS for the trading of 

spot palladium, as well as a feed of realtime streaming prices, is also available 

from information service providers. 

The NAV of the Trust will be 

published by the Sponsor on each day 

that the NYSE Arca is open for regular 

trading and will be posted on the Trust’s 

Web site. The IIV relating to the Shares 

will be widely disseminated by one or 

more major market data vendors at least 

every 15 seconds during the Core 

Trading Session. The Trust’s Web site 

will also provide the Trust’s prospectus, 

as well as the two most recent reports 

to stockholders. In addition, information 

regarding market price and trading 

volume of the Shares will be continually 

available on a real-time basis throughout 

the day on brokers’ computer screens 

and other electronic services. 

Information regarding the previous 

day’s closing price and trading volume 

information for the Shares will be 

published daily in the financial section 

of newspapers. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of exchange-traded 

product that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

As noted above, the Exchange has in 

place surveillance procedures relating to 

trading in the Shares and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. In addition, as noted 

above, investors will have ready access 

to information regarding palladium 

pricing. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes the proposed rule 

change will enhance competition by 

accommodating Exchange trading of an 

additional exchange-traded product 

relating to physical palladium. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2017–112 on the subject 

line. 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 190 / Tuesday, October 3, 2017 / Notices 46111 

21 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 81411 

(August 16, 2017), 82 FR 39929. 

4See letter from Jane Heinrichs, Associate 

General Counsel, Investment Company Institute, to 

Brent J. Fields, Secretary, Commission, dated 

September 1, 2017. 

5 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 81371 

(August 10, 2017), 82 FR 38942 (‘‘Notice’’). 

4 17 CFR 240.19b–4(e). The term ‘‘broad-based 

index’’ is defined as an index designed to be 

representative of a stock market as a whole or of a 

range of companies in unrelated industries. See 

Proposed Rule 1801(k). The term ‘‘narrow-based 

index’’ is defined as an index designed to be 

representative of a particular industry or a group of 

related industries or an index whose constituents 

are all headquartered within a single country. See 

Proposed Rule 1801(j). 

5See Proposed Rule 1802(d)(4). 

6See Proposed Rule 1802(b)(2). 

7See Notice, supra note 3, at 38942–43. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2017–112. 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 Web site (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 Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change; 

the Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NYSEArca–2017–112, and should be 

submitted on or before October 24, 

2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.21

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21161 Filed 10–2–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81738; File No. SR– 

NYSEArca–2017–84] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Withdrawal of a 

Proposed Rule Change To Extend the 

Implementation Date for Certain 

Changes to the NYSE Arca Rule 5 and 

Rule 8 Series 

September 27, 2017. 

On August 3, 2017, NYSE Arca, Inc. 

(‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 1 and Rule 19b–4 thereunder,2 a 

proposed rule change to extend the 

implementation date for certain changes 

to the NYSE Arca Rule 5 and Rule 8 

Series relating to continued listing 

standards for exchange-traded products. 

The proposed rule change was 

published for comment in the Federal 

Register on August 22, 2017.3 The 

Commission received one comment 

letter on the proposed rule change.4 On 

September 22, 2017, the Exchange 

withdrew the proposed rule change 

(SR–NYSEArca–2017–84). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.5

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21162 Filed 10–2–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81739; File No. SR–MIAX– 

2017–39] 

Self-Regulatory Organizations; Miami 

International Securities Exchange LLC; 

Order Granting Approval of a 

Proposed Rule Change To Adopt Rules 

Relating to Trading in Index Options 

September 27, 2017. 

I. Introduction 

On August 9, 2017, Miami 

International Securities Exchange, LLC 

(‘‘MIAX Options’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

the Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a 

proposed rule change to adopt rules 

relating to trading in index options. The 

proposed rule change was published for 

comment in the Federal Register on 

August 16, 2017.3 The Commission 

received no comments regarding the 

proposal. This order approves the 

proposed rule change. 

II. Description of the Proposal 

A. Overview 

The Exchange proposes to adopt new 

Chapter 18 and amend certain rules in 

the MIAX Options rulebook. The 

purpose of the Exchange’s proposal is to 

establish: (1) Trading rules enabling 

MIAX Options Members to trade index 

options on the Exchange and (2) generic 

listing standards and maintenance 

standards to permit the Exchange to list 

‘‘broad-based’’ and ‘‘narrow-based’’ 

index options on the Exchange pursuant 

to Rule 19b–4(e) under the Act.4 The 

proposed generic listing and 

maintenance standards for broad-based 

indices listed and traded on the 

Exchange require, among other things, 

that options on the index be a.m.- 

settled; that the index be capitalizationweighted, modified capitalizationweighted, price-weighted, or equal 

dollar-weighted; and that the index be 

comprised of at least fifty securities, all 

of which must be ‘‘NMS stocks,’’ as 

defined in Rule 600 of Regulation 

NMS.5 The proposed generic listing and 

maintenance standards for narrow-based 

indices require, among other 

characteristics, that the proposed 

indices must consist of ten or more 

component securities.6

In accordance with the proposal, the 

Exchange will need to file additional 

proposed rule changes with the 

Commission when the Exchange 

identifies specific products, because the 

rules related to trading options in 

indices are product specific in many 

areas.7 For purposes of this proposed 


asabaliauskas on DSKBBXCHB2PROD with NOTICES