[Federal Register Volume 82, Number 190 (Tuesday, October 3, 2017)]
[Notices]
[Pages 46106-46111]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-21161]


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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.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of 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\
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    \4\ On 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.
    \5\ Commodity-Based Trust Shares are securities issued by a 
trust that represents investors' discrete identifiable and undivided 
beneficial ownership interest in the commodities deposited into the 
Trust.
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    The Trust will not be registered as an investment company under the 
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\
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    \6\ 15 U.S.C. 80a-1.
    \7\ 17 U.S.C. 1.
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    The Sponsor of the Trust is GraniteShares LLC, 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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    \8\ The 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.
    \9\ The Custodian is responsible for safekeeping the palladium 
owned by the Trust. The Custodian is 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.

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[[Page 46107]]

    The Commission has previously approved listing on the Exchange 
under NYSE Arca Equities Rule 8.201 [sic] of other precious metals and 
palladium-based commodity trusts, including the ETFS Platinum 
Trust,\10\ the ETFS Palladium Trust,\11\ and the Sprott Physical 
Platinum and Palladium Trust.\12\
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    \10\ Securities Exchange Act Release No. 61219 (December 22, 
2009), 74 FR 68886 (December 29, 2009) (SR-NYSEArca-2009-95).
    \11\ Securities Exchange Act Release No. 61220 (December 22, 
2009), 74 FR 68895 (December 29, 2009) (SR-NYSEArca-2009-94).
    \12\ Securities Exchange Act Release No. 68430 (December 13, 
2012), 77 FR 75239 (December 13, 2012) (SR-NYSEArca-2012-111).
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    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\
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    \13\ With respect to the application of Rule 10A-3 (17 CFR 
240.10A-3) under the Act, the Trust relies on the exemption 
contained in Rule 10A-3(c)(7).
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Operation of the Trust \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.
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    \14\ The 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.
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    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

[[Page 46108]]

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 on-
going 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\
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    \15\ The IIV on a per Share basis disseminated during the Core 
Trading Session should not be viewed as a real-time update of the 
NAV, which is calculated once a day.
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    The Web site for the Trust (www.graniteshares.com) will contain the 
following information, on a per Share basis, for the Trust: (a) The 
mid-point of the bid-ask price \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.
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    \16\ The bid-ask price of the Shares will be determined using 
the highest bid and lowest offer on the Consolidated Tape as of the 
time of calculation of the closing day NAV.
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Criteria for Initial and Continued Listing
    The Trust will be subject to the criteria in NYSE Arca 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

[[Page 46109]]

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.
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    \17\ See NYSE Arca Equities Rule 7.12.
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Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances administered by the Exchange, as 
well as cross-market surveillances administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\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.
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    \18\ 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.
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    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\
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    \19\ For a list of the current members of ISG, see 
www.isgportal.org.
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    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

[[Page 46110]]

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.
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    \20\ 15 U.S.C. 78f(b)(5).
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    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 
real-time 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

    <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#4b393e272e66282426262e253f380b382e28652c243d"><span class="__cf_email__" data-cfemail="addfd8c1c880cec2c0c0c8c3d9deeddec8ce83cac2db">[email protected]</span></a>. Please include 
File Number SR-NYSEArca-2017-112 on the subject line.

[[Page 46111]]

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-2017-112. 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.
---------------------------------------------------------------------------

    \21\ 17 CFR 200.30-3(a)(12).

    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


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