Federal Register / Vol. 82, No. 190 / Tuesday, October 3, 2017 / Notices 46103 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 81387 

(August 14, 2017), 82 FR 39473. 

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). 

SUPPLEMENTARY INFORMATION: 

I. Discussion 

The NRC issued a revision to 

NUREG–1556, Volume 18, Revision 1, 

to provide guidance to existing 

materials service provider licensees and 

to applicants preparing an application 

for a materials service provider license. 

This NUREG volume also provides the 

NRC staff with criteria for evaluating 

these license applications. The purpose 

of this notice is to notify the public that 

the NUREG–1556 volume listed in this 

Federal Register notice was issued as a 

Final Report. 

II. Additional Information 

The NRC published a notice of the 

availability of the draft report for 

comment version of NUREG–1556, 

Volume 18, Revision 1 in the Federal 

Register on July 8, 2014 (79 FR 38600) 

for a 30-day public comment period. 

The public comment period closed on 

August 7, 2014. Public comments on the 

draft NUREG–1556, Volume 18, 

Revision 1 and the NRC staff’s responses 

to the public comments are available in 

ADAMS under Accession No. 

ML16036A128. 

III. Congressional Review Act 

This NUREG volume is a rule as 

defined in the Congressional Review 

Act (5 U.S.C. 801–808). However, the 

Office of Management and Budget has 

not found this NUREG revision to be a 

major rule as defined in the 

Congressional Review Act. 

For the U.S. Nuclear Regulatory 

Commission. 

Kevin Williams, 

Deputy Director, Division of Material Safety, 

State, Tribal and Rulemaking Programs, 

Office of Nuclear Material Safety and 

Safeguards. 

[FR Doc. 2017–21205 Filed 10–2–17; 8:45 am] 

BILLING CODE 7590–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81734; File No. SR– 

BatsBZX–2017–50] 

Self-Regulatory Organizations; Bats 

BZX Exchange, Inc.; Notice of 

Withdrawal of a Proposed Rule Change 

To Extend the Implementation Date For 

Certain Changes to Exchange Rules 

14.11 and 14.12 

September 27, 2017. 

On July 31, 2017, Bats BZX Exchange, 

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 Exchange Rules 14.11 and 14.12 

relating to continued listing standards 

for exchange-traded products. The 

proposed rule change was published for 

comment in the Federal Register on 

August 18, 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–BatsBZX– 

2017–50). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.5

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–21160 Filed 10–2–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

32837; 812–14770] 

PREDEX and PREDEX Capital 

Management, LLC 

September 27, 2017. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (the ‘‘Act’’) for an exemption from 

sections 18(a)(2), 18(c) and 18(i) of the 

Act, under sections 6(c) and 23(c)(3) of 

the Act for an exemption from rule 23c– 

3 under the Act, and for an order 

pursuant to section 17(d) of the Act and 

rule 17d–1 under the Act. 

SUMMARY OF APPLICATION: Applicants 

request an order to permit certain 

registered closed-end management 

investment companies to issue multiple 

classes of shares and to impose assetbased distribution and/or service fees 

and early withdrawal charges. 

APPLICANTS: PREDEX (the ‘‘Initial 

Fund’’), and PREDEX Capital 

Management, LLC (the ‘‘Adviser’’). 

FILING DATES: The application was filed 

on May 5, 2017, and amended on 

August 14, 2017. 

HEARING OR NOTIFICATION OF HEARING: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. 

Hearing requests should be received 

by the Commission by 5:30 p.m. on 

October 23, 2017, and should be 

accompanied by proof of service on the 

applicants, in the form of an affidavit, 

or, for lawyers, a certificate of service. 

Pursuant to rule 0–5 under the Act, 

hearing requests should state the nature 

of the writer’s interest, any facts bearing 

upon the desirability of a hearing on the 

matter, the reason for the request, and 

the issues contested. Persons who wish 

to be notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090; 

Applicants: PREDEX, 17605 Wright 

Street, Suite 2, Omaha, NE 68130; 

Adviser, 18500 Von Karman Ave., Suite 

350, Irvine, CA 92612. 

FOR FURTHER INFORMATION CONTACT: 

Bruce R. MacNeil, Senior Counsel, at 

(202) 551–6817, or David J. Marcinkus, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. The Initial Fund is a Delaware 

statutory trust that is registered under 

the Act as a non-diversified, closed-end 

management investment company. The 

Initial Fund’s primary investment 

objective is to seek consistent current 

income while secondarily seeking longterm capital appreciation with moderate 

volatility. The Initial Fund pursues its 

investment objectives by investing up to 

95% of its total assets in real estate 

investment funds managed by 

institutional asset managers with 

expertise in managing portfolios of real 

estate and real estate related industry 

securities. 

2. The Adviser, a Delaware limited 

liability company, is registered as an 

investment adviser under the 

Investment Advisers Act of 1940. The 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
46104 Federal Register / Vol. 82, No. 190 / Tuesday, October 3, 2017 / Notices 

1A successor in interest is limited to an entity 

that results from a reorganization into another 

jurisdiction or a change in the type of business 

organization. 

2Any Fund relying on this relief in the future will 

do so in a manner consistent with the terms and 

conditions of the application. Applicants represent 

that each entity presently intending to rely on the 

requested relief is listed as an applicant. 

3Applicants submit that rule 23c–3 and 

Regulation M under the Exchange Act permit an 

interval fund to make repurchase offers to 

repurchase its shares while engaging in a 

continuous offering of its shares pursuant to Rule 

415 under the Securities Act of 1933, as amended. 

4Any reference in the application to the FINRA 

Sales Charge Rule includes any successor or 

replacement to the FINRA Sales Charge Rule. 

5 In all respects other than class by class 

disclosure, each Fund will comply with the 

requirements of Form N–2. 

6See Shareholder Reports and Quarterly Portfolio 

Disclosure of Registered Management Investment 

Companies, Investment Company Act Release No. 

26372 (Feb. 27, 2004) (adopting release) (requiring 

open-end investment companies to disclose fund 

expenses in shareholder reports); and Disclosure of 

Breakpoint Discounts by Mutual Funds, Investment 

Company Act Release No. 26464 (June 7, 2004) 

(adopting release) (requiring open-end investment 

companies to provide prospectus disclosure of 

certain sales load information). 

7Fund of Funds Investments, Investment 

Company Act Rel. Nos. 26198 (Oct. 1, 2003) 

(proposing release) and 27399 (Jun. 20, 2006) 

(adopting release). See also Rules 12d1–1, et seq. of 

the Act. 

Adviser serves as investment adviser to 

the Initial Fund. 

3. The applicants seek an order to 

permit the Funds (as defined below) to 

issue multiple classes of shares, each 

having its own fee and expense 

structure and to impose early 

withdrawal charges and asset-based 

distribution and/or service fees with 

respect to certain classes. 

4. Applicants request that the order 

also apply to any continuously-offered 

registered closed-end management 

investment company that has been 

previously organized or that may be 

organized in the future for which the 

Adviser, or any entity controlling, 

controlled by, or under common control 

with the Adviser, or any successor in 

interest to any such entity,1 acts as 

investment adviser and which operates 

as an interval fund pursuant to rule 

23c–3 under the Act or provides 

periodic liquidity with respect to its 

shares pursuant to rule 13e–4 under the 

Securities Exchange Act of 1934 

(‘‘Exchange Act’’) (each, a ‘‘Future 

Fund’’ and together with the Initial 

Fund, the ‘‘Funds’’).2

5. The Initial Fund is currently 

making a continuous public offering of 

its common shares. Applicants state that 

additional offerings by any Fund relying 

on the order may be on a private 

placement or public offering basis. 

Shares of the Funds are not expected to 

be listed on any securities exchange nor 

quoted on any quotation medium and 

the Funds do not expect there to be a 

secondary trading market for their 

shares. 

6. If the requested relief is granted, the 

Initial Fund intends to redesignate its 

common shares as ‘‘Class I Shares’’ and 

to commence a continuous offering of 

two additional classes of shares (‘‘Class 

A Shares’’ and ‘‘Class C Shares’’), with 

each class having its own fee and 

expense structure and may also offer 

additional classes of shares in the 

future. Because of the different 

distribution fees, services, and any other 

class expenses that may be attributable 

to the Class A Shares, Class I Shares, 

and Class C Shares, the net income 

attributable to, and the dividends 

payable on, each class of shares may 

differ from each other. 

7. Applicants state that, from time to 

time, the Initial Fund may create 

additional classes of shares, the terms of 

which may differ from Class A Shares, 

Class I Shares and Class C Shares in the 

following respects: (i) The amount of 

fees permitted by different distribution 

plans or different service fee 

arrangements; (ii) voting rights with 

respect to a distribution plan of a class; 

(iii) different class designations; (iv) the 

impact of any class expenses directly 

attributable to a particular class of 

shares allocated on a class basis as 

described in the application; (v) any 

differences in dividends and net asset 

value resulting from differences in fees 

under a distribution plan or in class 

expenses; (vi) any early withdrawal 

charge or other sales load structure; and 

(vii) exchange or conversion privileges 

of the classes as permitted under the 

Act. 

8. Applicants state that the Initial 

Fund has adopted a fundamental policy 

to repurchase a specified percentage of 

its shares (no less than 5%) at net asset 

value on a quarterly basis. Such 

repurchase offers will be conducted 

pursuant to rule 23c–3 under the Act. 

Each of the other Funds will likewise 

adopt fundamental investment policies 

in compliance with rule 23c–3 and 

make quarterly repurchase offers to its 

shareholders, or provide periodic 

liquidity with respect to its shares 

pursuant to rule 13e–4 under the 

Exchange Act.3 Any repurchase offers 

made by the Funds will be made to all 

holders of shares of each such Fund. 

9. Applicants represent that any assetbased service and/or distribution fees 

for each class of shares of the Funds will 

comply with the provisions of FINRA 

Rule 2341 (‘‘FINRA Sales Charge 

Rule’’).4 Applicants also represent that 

each Fund will disclose in its 

prospectus the fees, expenses and other 

characteristics of each class of shares 

offered for sale by the prospectus, as is 

required for open-end multiple class 

funds under Form N–1A.5 As is 

required for open-end funds, each Fund 

will disclose its expenses in shareholder 

reports, and describe any arrangements 

that result in breakpoints in or 

elimination of sales loads in its 

prospectus.6 In addition, applicants will 

comply with applicable enhanced fee 

disclosure requirements for fund of 

funds, including registered funds of 

hedge funds.7

10. Each of the Funds will comply 

with any requirements that the 

Commission or FINRA may adopt 

regarding disclosure at the point of sale 

and in transaction confirmations about 

the costs and conflicts of interest arising 

out of the distribution of open-end 

investment company shares, and 

regarding prospectus disclosure of sales 

loads and revenue sharing 

arrangements, as if those requirements 

applied to the Fund. In addition, each 

Fund will contractually require that any 

distributor of the Fund’s shares comply 

with such requirements in connection 

with the distribution of such Fund’s 

shares. 

11. Each Fund will allocate all 

expenses incurred by it among the 

various classes of shares based on the 

net assets of the Fund attributable to 

each class, except that the net asset 

value and expenses of each class will 

reflect the expenses associated with the 

distribution plan of that class, service 

fees, and any other incremental 

expenses of that class. Expenses of a 

Fund allocated to a particular class of 

shares will be borne on a pro rata basis 

by each outstanding share of that class. 

Applicants state that each Fund will 

comply with the provisions of rule 18f– 

3 under the Act as if it were an openend investment company. 

12. Applicants state that each Fund 

may impose an early withdrawal charge 

on shares submitted for repurchase that 

have been held less than a specified 

period and may waive the early 

withdrawal charge for certain categories 

of shareholders or transactions to be 

established from time to time. 

Applicants state that each Fund will 

apply the early withdrawal charge (and 

any waivers or scheduled variations of 

the early withdrawal charge) uniformly 

to all shareholders in a given class and 

consistently with the requirements of 

rule 22d–1 under the Act as if the Funds 

were open-end investment companies. 

13. Each Fund operating as an interval 

fund pursuant to rule 23c–3 under the 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
Federal Register / Vol. 82, No. 190 / Tuesday, October 3, 2017 / Notices 46105 

Act may offer its shareholders an 

exchange feature under which the 

shareholders of the Fund may, in 

connection with the Fund’s periodic 

repurchase offers, exchange their shares 

of the Fund for shares of the same class 

of (i) registered open-end investment 

companies or (ii) other registered 

closed-end investment companies that 

comply with rule 23c–3 under the Act 

and continuously offer their shares at 

net asset value, that are in the Fund’s 

group of investment companies 

(collectively, ‘‘Other Funds’’). Shares of 

a Fund operating pursuant to rule 23c– 

3 that are exchanged for shares of Other 

Funds will be included as part of the 

amount of the repurchase offer amount 

for such Fund as specified in rule 23c– 

3 under the Act. Any exchange option 

will comply with rule 11a–3 under the 

Act, as if the Fund were an open-end 

investment company subject to rule 

11a–3. In complying with rule 11a–3, 

each Fund will treat an early 

withdrawal charge as if it were a 

contingent deferred sales load. 

Applicants’ Legal Analysis 

Multiple Classes of Shares 

1. Section 18(a)(2) of the Act provides 

that a closed-end investment company 

may not issue or sell a senior security 

that is a stock unless certain 

requirements are met. Applicants state 

that the creation of multiple classes of 

shares of the Funds may violate section 

18(a)(2) because the Funds may not 

meet such requirements with respect to 

a class of shares that may be a senior 

security. 

2. Section 18(c) of the Act provides, 

in relevant part, that a closed-end 

investment company may not issue or 

sell any senior security if, immediately 

thereafter, the company has outstanding 

more than one class of senior security. 

Applicants state that the creation of 

multiple classes of shares of the Funds 

may be prohibited by section 18(c), as 

a class may have priority over another 

class as to payment of dividends 

because shareholders of different classes 

would pay different fees and expenses. 

3. Section 18(i) of the Act provides 

that each share of stock issued by a 

registered management investment 

company will be a voting stock and 

have equal voting rights with every 

other outstanding voting stock. 

Applicants state that multiple classes of 

shares of the Funds may violate section 

18(i) of the Act because each class 

would be entitled to exclusive voting 

rights with respect to matters solely 

related to that class. 

4. Section 6(c) of the Act provides that 

the Commission may exempt any 

person, security or transaction or any 

class or classes of persons, securities or 

transactions from any provision of the 

Act, or from any rule or regulation 

under the Act, if and to the extent such 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. Applicants 

request an exemption under section 6(c) 

from sections 18(a)(2), 18(c) and 18(i) to 

permit the Funds to issue multiple 

classes of shares. 

5. Applicants submit that the 

proposed allocation of expenses relating 

to distribution and/or services and 

voting rights among multiple classes is 

equitable and will not discriminate 

against any group or class of 

shareholders. Applicants submit that 

the proposed arrangements would 

permit a Fund to facilitate the 

distribution of its shares and provide 

investors with a broader choice of 

shareholder services. Applicants assert 

that the proposed closed-end 

investment company multiple class 

structure does not raise the concerns 

underlying section 18 of the Act to any 

greater degree than open-end 

investment companies’ multiple class 

structures that are permitted by rule 

18f–3 under the Act. Applicants state 

that each Fund will comply with the 

provisions of rule 18f–3 as if it were an 

open-end investment company. 

Early Withdrawal Charges 

1. Section 23(c) of the Act provides, 

in relevant part, that no registered 

closed-end investment company shall 

purchase securities of which it is the 

issuer, except: (a) On a securities 

exchange or other open market; (b) 

pursuant to tenders, after reasonable 

opportunity to submit tenders given to 

all holders of securities of the class to 

be purchased; or (c) under other 

circumstances as the Commission may 

permit by rules and regulations or 

orders for the protection of investors. 

2. Rule 23c–3 under the Act permits 

a registered closed-end investment 

company (an ‘‘interval fund’’) to make 

repurchase offers of between five and 

twenty-five percent of its outstanding 

shares at net asset value at periodic 

intervals pursuant to a fundamental 

policy of the interval fund. Rule 23c– 

3(b)(1) under the Act permits an interval 

fund to deduct from repurchase 

proceeds only a repurchase fee, not to 

exceed two percent of the proceeds, that 

is paid to the interval fund and is 

reasonably intended to compensate the 

fund for expenses directly related to the 

repurchase. A Fund will not impose a 

repurchase fee on investors who 

purchase and tender their shares. 

3. Section 23(c)(3) provides that the 

Commission may issue an order that 

would permit a closed-end investment 

company to repurchase its shares in 

circumstances in which the repurchase 

is made in a manner or on a basis that 

does not unfairly discriminate against 

any holders of the class or classes of 

securities to be purchased. 

4. Applicants request relief under 

section 6(c), discussed above, and 

section 23(c)(3) from rule 23c–3 to the 

extent necessary for the Funds to 

impose early withdrawal charges on 

shares of the Funds submitted for 

repurchase that have been held for less 

than a specified period. 

5. Applicants state that the early 

withdrawal charges they intend to 

impose are functionally similar to 

contingent deferred sales loads imposed 

by open-end investment companies 

under rule 6c–10 under the Act. Rule 

6c–10 permits open-end investment 

companies to impose contingent 

deferred sales loads, subject to certain 

conditions. Applicants note that rule 

6c–10 is grounded in policy 

considerations supporting the 

employment of contingent deferred 

sales loads where there are adequate 

safeguards for the investor and state that 

the same policy considerations support 

imposition of early withdrawal charges 

in the interval fund context. In addition, 

applicants state that early withdrawal 

charges may be necessary for the 

distributor to recover distribution costs. 

Applicants represent that any early 

withdrawal charge imposed by the 

Funds will comply with rule 6c–10 

under the Act as if the rule were 

applicable to closed-end investment 

companies. The Funds will disclose 

early withdrawal charges in accordance 

with the requirements of Form N–1A 

concerning contingent deferred sales 

loads. 

Asset-Based Distribution and/or Service 

Fees 

1. Section 17(d) of the Act and rule 

17d–1 under the Act prohibit an 

affiliated person of a registered 

investment company, or an affiliated 

person of such person, acting as 

principal, from participating in or 

effecting any transaction in connection 

with any joint enterprise or joint 

arrangement in which the investment 

company participates unless the 

Commission issues an order permitting 

the transaction. In reviewing 

applications submitted under section 

17(d) and rule 17d–1, the Commission 

considers whether the participation of 

the investment company in a joint 


asabaliauskas on DSKBBXCHB2PROD with NOTICES
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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