82_FR_56123 82 FR 55898 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To List and Trade Shares of the Sprott Physical Gold and Silver Trust Under NYSE Arca Rule 8.201-E

82 FR 55898 - Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To List and Trade Shares of the Sprott Physical Gold and Silver Trust Under NYSE Arca Rule 8.201-E

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 82, Issue 225 (November 24, 2017)

Page Range55898-55905
FR Document2017-25347

Federal Register, Volume 82 Issue 225 (Friday, November 24, 2017)
[Federal Register Volume 82, Number 225 (Friday, November 24, 2017)]
[Notices]
[Pages 55898-55905]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2017-25347]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82116; File No. SR-NYSEArca-2017-131]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To List and Trade Shares of the Sprott Physical 
Gold and Silver Trust Under NYSE Arca Rule 8.201-E

November 17, 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 November 9, 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, II, 
and III 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 following 
under NYSE Arca Rule 8.201-E: Sprott Physical Gold and Silver Trust 
(``Trust''). 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
    Under NYSE Arca Rule 8.201-E, the Exchange may propose to list and/
or trade pursuant to unlisted trading privileges (``UTP''), 
``Commodity-Based Trust Shares.'' \4\ The Exchange proposes to list and 
trade shares of the Trust pursuant to NYSE Arca Rule 8.201-E, defined 
herein and in the Proxy Circular (defined below) as ``Units.'' The 
Units will be issued in connection with a plan of arrangement under the 
Alberta Business Corporations Act (``Arrangement'') involving Sprott 
Inc. (``Sprott''), the Trust, Central Fund of Canada Limited (``CFCL'') 
and its shareholders, The Central Group Alberta Ltd. (``CGAL'') and its 
shareholders and 2070140 Alberta Ltd. (``2070140'') as described in 
``Description of the Arrangement'' below.
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    \4\ Commodity-Based Trust Shares are securities issued by a 
trust that represent investors' discrete identifiable and undivided 
beneficial ownership interest in the commodities deposited into the 
Trust.
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    Sprott Asset Management LP will be the sponsor and manager of the 
Trust (``Manager'').\5\ RBC Investor Services Trust (``RBC'') will be 
the trustee and valuation agent of the Trust (``Trustee'' or 
``Valuation Agent,'' as the case may be) \6\ and the custodian of the 
Trust's assets other than physical gold and silver bullion (``Non-Gold 
and Silver Custodian'').\7\ The Trust will appoint a

[[Page 55899]]

custodian for the Trust's physical gold and silver bullion (``Gold and 
Silver Custodian'').\8\ The TSX Trust Company will be the transfer 
agent of the Trust (``Transfer Agent'').
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    \5\ The Manager is a limited partnership formed and organized 
under the laws of the Province of Ontario, Canada, and acts as 
manager of the Trust pursuant to the trust agreement and the 
management agreement. The Manager will be responsible for the day-
to-day activities and administration of the Trust. The Manager will 
manage and direct the business and affairs of the Trust. Additional 
details regarding the Manager are set forth in the Proxy Circular. 
The Manager has adopted a policy pursuant to which any entity or 
account that is: (a) Managed; or (b) for whom investment decisions 
are made, directly or indirectly, by a person that is involved in 
the decision-making process of, or has non-public information about, 
follow-on offerings of the Trust is prohibited from investing in the 
Trust, and no such decision-making person is permitted to invest in 
the Trust for that decision-making person's benefit, directly or 
indirectly.
    \6\ RBC is a trust company existing under the laws of Canada. 
RBC is affiliated with a broker-dealer. RBC will represent to the 
Exchange that it has put in place and will maintain the appropriate 
information barriers and controls between itself and the broker-
dealer affiliate so that the broker-dealer affiliate will not have 
access to information concerning the composition and/or changes to 
the Trust's holdings that are not available on the Trust's Web site. 
The Trustee will hold title to the Trust's assets on behalf of the 
unitholders of the Trust (``Unitholders'') and will have exclusive 
authority over the assets and affairs of the Trust. The Trustee has 
a fiduciary responsibility to act in the best interest of the 
Unitholders. Additional details regarding the Trustee are set forth 
in the Proxy Circular.
    \7\ According to the Proxy Circular, the Non-Gold and Silver 
Custodian will be responsible for the safekeeping of all of the 
assets of the Trust delivered to it and will act as the custodian of 
such assets. The Manager, in accordance with applicable law and with 
the consent of the Trustee, will have the authority to change the 
custodial arrangement including, but not limited to, the appointment 
of a replacement custodian and/or additional custodians. Additional 
details regarding the Non-Gold and Silver Custodian are set forth in 
the Proxy Circular.
    \8\ According to the Proxy Circular, the Trust's physical gold 
and silver bullion will be fully allocated and stored with the Gold 
and Silver Custodian or a sub-custodian of the Gold and Silver 
Custodian. The Gold and Silver Custodian will be responsible for and 
will bear all risk of the loss of, and damage to, the Trust's 
physical gold and silver bullion that is in its or its sub-
custodian's custody, subject to certain limitations based on events 
beyond the Gold and Silver Custodian's control. The Manager, with 
the consent of the Trustee, may determine to change the custodial 
arrangements of the Trust. Additional details regarding the Gold and 
Silver Custodian are set forth in the Proxy Circular.
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    The Commission has previously approved listing on the Exchange 
under NYSE Arca Rules 5.2-E(j)(5) and 8.201-E of other precious metals 
and gold-based commodity trusts, including: Merk Gold Trust; \9\ ETFS 
Gold Trust; \10\ ETFS Platinum Trust; \11\ ETFS Palladium Trust; \12\ 
APMEX Physical-1 oz. Gold Redeemable Trust; \13\ Sprott Gold Trust; 
\14\ iShares Silver Trust; \15\ iShares COMEX Gold Trust; \16\ and Long 
Dollar Gold Trust.\17\ Prior to their listing on the Exchange, the 
Commission approved listing of the streetTRACKS Gold Trust on the New 
York Stock Exchange \18\ and listing of iShares COMEX Gold Trust and 
iShares Silver Trust on the American Stock Exchange LLC.\19\ In 
addition, the Commission has approved trading of the streetTRACKS Gold 
Trust and iShares Silver Trust on the Exchange pursuant to UTP.\20\
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    \9\ See, Securities Exchange Act Release No. 71378 (January 23, 
2014), 79 FR 4786 (January 29, 2014) (SR-NYSEArca-2013-137).
    \10\ See, Securities Exchange Act Release No. 59895 (May 8, 
2009), 74 FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40).
    \11\ See, Securities Exchange Act Release No. 61219 (December 
22, 2009), 74 FR 68886 (December 29, 2009) (SR-NYSEArca-2009-95).
    \12\ See, Securities Exchange Act Release No. 61220 (December 
22, 2009), 74 FR 68895 (December 29, 2009) (SR-NYSEArca-2009-94).
    \13\ See, Securities Exchange Act Release No 66930 (May 7, 
2012), 77 FR 27817 (May 11, 2012) (SR-NYSEArca-2012-18).
    \14\ See, Securities Exchange Act Release No. 61496 (February 4, 
2010), 75 FR 6758 (February 10, 2010) (SR-NYSEArca-2009-113).
    \15\ See, Securities Exchange Act Release No. 58956 (November 
14, 2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca-2008-124) 
(approving listing on the Exchange of the iShares Silver Trust).
    \16\ See, Securities Exchange Act Release No.56224 (August 8, 
2007), 72 FR 45850 (August 15, 2007) (SR-NYSEArca-2007-76) 
(approving listing on the Exchange of the streetTRACKS Gold Trust); 
Securities Exchange Act Release No. 56041 (July 11, 2007), 72 FR 
39114 (July 17, 2007) (SR-NYSEArca-2007-43) (order approving listing 
on the Exchange of iShares COMEX Gold Trust).
    \17\ See, Securities Exchange Act Release No. 79518 (December 9, 
2016), 81 FR 90876 (December 15, 2016) (SR-NYSEArca-2016-84) (order 
approving listing and trading of shares of the Long Dollar Gold 
Trust).
    \18\ See, Securities Exchange Act Release No. 50603 (October 28, 
2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22) (order 
approving listing of streetTRACKS Gold Trust on NYSE).
    \19\ See, Securities Exchange Act Release Nos. 51058 (January 
19, 2005), 70 FR 3749 (January 26, 2005) (SR-Amex-2004-38) (order 
approving listing of iShares COMEX Gold Trust on the American Stock 
Exchange LLC); 53521 (March 20, 2006), 71 FR 14967 (March 24, 2006) 
(SR-Amex-2005-72) (approving listing on the American Stock Exchange 
LLC of the iShares Silver Trust).
    \20\ See, Securities Exchange Act Release Nos. 53520 (March 20, 
2006), 71 FR 14977 (March 24, 2006) (SR-PCX-2005-117) (approving 
trading on the Exchange pursuant to UTP of the iShares Silver 
Trust); 51245 (February 23, 2005), 70 FR 10731 (March 4, 2005) (SR-
PCX-2004-117) (approving trading on the Exchange of the streetTRACKS 
Gold Trust pursuant to UTP).
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    The Exchange represents that the Units satisfy the requirements of 
NYSE Arca Rule 8.201-E and thereby qualify for listing on the 
Exchange.\21\
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    \21\ With respect to application of Rule 10A-3 (17 CFR 240.10A-
3) under the Exchange Act, the Trust relies on the exemption 
contained in Rule 10A-3(c)(7).
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Description of the Arrangement
    CFCL is a passive, non-operating, specialized investment holding 
company organized under the laws of the Province of Alberta, which buys 
and holds almost entirely pure refined gold and silver bullion, 
primarily in international bar form. The issued and outstanding share 
capital of CFCL consists of common shares (``CFCL Common Shares'') and 
Class A non-voting shares (``CFCL Class A Shares''). The CFCL Class A 
Shares are listed for trading on the Toronto Stock Exchange (``TSX'') 
under the symbols ``CEF.A'' (Cdn.$) and ``CEF.U'' (U.S.$), and on the 
NYSE American under the symbol ``CEF.'' CFCL is a ``foreign private 
issuer,'' as defined in Rule 3b-4 under the Exchange Act.
    According to the Manager, under the Arrangement, the Trust will 
acquire all the assets and assume all the liabilities of CFCL (other 
than CFCL's administration agreement), in exchange for that number of 
fully paid and non-assessable Units as is equal to the aggregate number 
of CFCL Class A Shares and CFCL Common Shares issued and outstanding 
immediately prior to the effective time of the Arrangement. The CFCL 
Common Shares and the common shares of 2070140 will be acquired by 
Sprott in exchange for, among other things, cash consideration of $105 
million Canadian dollars and 6,997,379 common shares of Sprott. CFCL 
will then promptly redeem and cancel the outstanding CFCL Class A 
Shares and the CFCL Common Shares and distribute to the former holders 
thereof one Unit for each such share held.
    The Court of Queen's Bench Alberta (Calgary) will pass upon the 
substantive and procedural fairness of the terms and conditions of the 
Arrangement to holders of CFCL Class A Shares and CFCL Common Shares 
and as such, the distribution of Units to the holders of the CFCL Class 
A Shares will be exempt from registration under the Securities Act of 
1933, as amended (``Securities Act'') pursuant to Section 3(a)(10) 
thereof, which exempts the issuance of any securities issued in 
exchange for one or more bona fide outstanding securities from the 
general requirement of registration where the terms and conditions of 
the issuance and exchange of such securities have been approved by a 
court of competent jurisdiction, after a hearing upon the fairness of 
the terms and conditions of such issuance and exchange at which all 
persons to whom it is proposed to issue the securities have the right 
to appear and receive timely notice thereof.
    The CFCL Class A Shares are registered under Section 12(b) of the 
Exchange Act, based upon a listing of the CFCL Class A Shares on the 
NYSE American. Pursuant to Rule 12g-3(a) under the Exchange Act, the 
Units will ``succeed'' to the Section 12(b) Exchange Act registration 
of the CFCL Class A Shares upon completion of the Arrangement. In order 
to change the Section 12(b) registration of the Units from one based 
upon a listing on the NYSE American to one based upon a listing on the 
NYSE Arca, the Trust will file a separate initial registration 
statement on Form 8-A under the Exchange Act to register the Units 
under the Exchange Act based upon a listing of the Units on the NYSE 
Arca.
    After completion of the Arrangement, the Trust will furnish current 
reports to the Commission on Form 6-K in accordance with Rules 13a-1 
and/or 13a-3 under the Exchange Act. The Trust will also file with the 
Commission annual reports on Form 40-F under the Canada/U.S. 
Multijurisdictional Disclosure System. Information included in such 
filings (and which will be made available to Unitholders) will include 
(i) annual information form, (ii) annual financial statements, (iii) 
annual management report on fund performance (``MRFP''), (iv) quarterly 
financial statements, (v) quarterly MRFP and (vi) report of independent 
review committee.
    Approval of holders of two-thirds of the issued and outstanding 
CFCL Class A Shares and of the issued and outstanding CFCL Common 
Shares each

[[Page 55900]]

voting as a separate class, as well as a majority of uninterested (in 
the transaction) holders of the issued and outstanding CFCL Class A 
Shares and of the issued and outstanding CFCL Common Shares, each 
voting as a separate class, will be required to effect the 
Arrangement.\22\
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    \22\ In connection therewith, CFCL prepared and mailed a proxy 
circular, dated October 26, 2017 (``Proxy Circular''), soliciting 
such approval at the meeting of such holders to be held on November 
30, 2017, unless adjourned or postponed. The Proxy Circular was 
furnished by CFCL to the Commission (File No. 001-09038) on November 
8, 2017, under cover of Form 6-K. The descriptions of the Trust and 
the Units contained herein are based, in part, on the Proxy 
Circular.
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Operation of the Trust
    According to the Proxy Circular, the investment objective of the 
Trust is to participate in the Arrangement and to subsequently invest 
and hold substantially all of its assets in physical gold and silver 
bullion.\23\ The Trust is authorized to issue an unlimited number of 
Units in an unlimited number of classes and series of a class. Each 
Unit of a class or series of a class represents an undivided ownership 
interest in the net assets of the Trust attributable to that class or 
series of a class of Units.
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    \23\ The Trust will obtain exemptive relief from the Canadian 
securities regulatory authorities for relief from certain 
requirements of National Instrument 81-102--Investment Funds, 
legislation which governs mutual funds and non-redeemable investment 
funds in each of the provinces and territories of Canada 
(``Exemptive Relief''), to permit: (i) The Trust to invest up to 
100% of its assets in physical gold or silver bullion; (ii) the 
appointment of the Gold and Silver Custodian as custodian of the 
Trust's physical gold or silver bullion assets, if required; (iii) 
purchases of Units on the Exchange and the TSX and redemption 
requests to be submitted directly to the registrar and Transfer 
Agent of the Trust; (iv) the redemption of Units and payment upon 
redemption of Units all as described under ``Redemption for Physical 
Gold and Silver'' and ``Redemption of Units for Cash''; and (v) the 
Trust to establish a record date for distributions in accordance 
with the policies of the TSX and the Exchange.
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    The Trust will seek to provide a secure, convenient and exchange-
traded investment alternative for investors interested in holding 
physical gold and silver bullion without the inconvenience that is 
typical of a direct investment in physical gold and silver bullion. The 
Trust will invest primarily in long-term holdings of unencumbered, 
fully allocated, physical gold and silver bullion and will not 
speculate with regard to short-term changes in gold and silver prices. 
Pursuant to the trust agreement, the Manager has full authority and 
exclusive power to manage and direct the business and affairs of the 
Trust, subject to the Trust's investment and operating 
restrictions.\24\ According to the Manager, the Trust will not invest 
in gold or silver certificates (other than legacy gold and silver 
certificates previously held by CFCL which historically represent less 
than 1% of CFCL's assets, and which will be sold for cash as soon as 
practicable following the completion of the Arrangement) or other 
financial instruments that represent gold or silver or that may be 
exchanged for gold or silver and will not purchase, sell or hold 
derivatives. The Trust does not anticipate making regular cash 
distributions to Unitholders.
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    \24\ The Trust's investment and operating restrictions provide 
that the Trust will invest in and hold a minimum of 90% of the total 
net assets of the Trust in physical gold and silver bullion in 
``London Good Delivery'' bar (as defined in ``Operation of the Gold 
and Silver Markets'' below) form and hold no more than 10% of the 
total net assets of the Trust, at the discretion of the Manager, in 
physical gold and silver bullion (in London Good Delivery bar form 
or otherwise), gold or silver coins, debt obligations of or 
guaranteed by the Government of Canada or a province of Canada or by 
the Government of the United States or a state thereof, short-term 
commercial paper obligations of a corporation or other person whose 
short-term commercial paper is rated R-1 (or its equivalent, or 
higher) by Dominion Bond Rating Service Limited or its successors or 
assigns or F1 (or its equivalent, or higher) by Fitch Ratings or its 
successors or assigns or A-1 (or its equivalent, or higher) by 
Standard & Poor's or its successors or assigns or P-1 (or its 
equivalent, or higher) by Moody's Investor Service or its successors 
or assigns, interest-bearing accounts and short-term certificates of 
deposit issued or guaranteed by a Canadian chartered bank or trust 
company, money market mutual funds, short-term government debt or 
short-term investment grade corporate debt, cash or other short-term 
debt obligations approved by the Manager from time to time (for the 
purpose of this paragraph, the term ``short-term'' means having a 
date of maturity or call for payment not more than 182 days from the 
date on which the investment is made), except during the 60-day 
period following the closing of additional offerings or prior to the 
distribution of the assets of the Trust. Pursuant to the Exemptive 
Relief, the Trust will be permitted to invest up to 100% of its net 
assets, taken at market value of the time of purchase, in physical 
gold and silver bullion.
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    According to the Proxy Circular, the Trust is neither an investment 
company registered or required to be registered under the Investment 
Company Act of 1940, as amended,\25\ nor a commodity pool for purposes 
of the Commodity Exchange Act (``CEA''),\26\ and neither the Manager 
nor the Trustee is subject to regulation as a commodity pool operator 
or a commodity trading adviser in connection with the operation of the 
Trust.
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    \25\ 15 U.S.C. 80a-1.
    \26\ 17 U.S.C. 1.
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Operation of the Gold and Silver Markets
    According to the Proxy Circular, the global trade in gold and 
silver consists of over-the-counter (``OTC''), transactions in spot, 
forwards and options and other derivatives, together with exchange-
traded futures and options. The participants in the world gold market 
may be classified in the following sectors: The Mining and producer 
sector; the banking sector; the official sector; the investment sector; 
and the manufacturing sector. The participants in the world silver 
industry may be classified by the following sectors: The mining and 
producer sector; the banking sector; the investment sector; the 
fabrication and manufacturing sector; and the official sector.
    According to the Proxy Circular, the OTC gold market and OTC silver 
market include spot, forward and option and other derivative 
transactions conducted on a principal-to-principal basis. While the OTC 
gold market and the OTC silver market are global, nearly 24-hour per 
day markets, the main centers for both OTC markets are London, New York 
and Zurich. Thirteen members of the London Bullion Market Association 
(``LBMA''), the London-based trade association that acts as the 
coordinator for activities conducted on behalf of its members and other 
participants in the London bullion market, act as OTC market makers for 
both the OTC gold market and the OTC silver market, and most OTC market 
trades for both markets are cleared through London.\27\ The LBMA plays 
an important role in setting OTC gold and OTC silver trading industry 
standards. The LBMA's ``London Good Delivery Lists'' identify approved 
refiners of gold and silver.
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    \27\ Following the enactment of the Financial Markets Act 2012, 
the Prudential Regulation Authority of the Bank of England is 
responsible for regulating most of the financial firms that are 
active in the bullion market, and the Financial Conduct Authority is 
responsible for consumer and competition issues.
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    According to the Proxy Circular, in the OTC gold market and the OTC 
silver market, gold and silver that meet the specifications for weight, 
dimensions, fineness (or purity), identifying marks (including the 
assay stamp of an LBMA-acceptable refiner) and appearance set forth in 
``The Good Delivery Rules for Gold and Silver Bars'' published by the 
LBMA are ``London Good Delivery'' bars. A gold London Good Delivery bar 
must contain between 350 and 430 fine troy ounces of gold with a 
minimum fineness of 995 parts per 1,000. A silver London Good Delivery 
bar must contain between 750 ounces and 1,100 ounces of silver with a 
minimum fineness of 999 parts per 1,000.
    According to the Proxy Circular, the most significant gold and 
silver futures exchanges are the COMEX, operated by

[[Page 55901]]

Commodities Exchange, Inc. (``COMEX''), a subsidiary of New York 
Mercantile Exchange, Inc. (``NYMEX''), and a subsidiary of CME Group 
Inc. (``CME Group''),\28\ and the Tokyo Commodity Exchange.
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    \28\ CME Group is a member of the Intermarket Surveillance Group 
(``ISG''). See note 35, infra.
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Initial Distribution and Redemption of Units
    According to the Proxy Circular, 252,156,003 Units are expected to 
be issued in connection with the Arrangement (subject to adjustment in 
connection with the exercise of dissent rights). Each outstanding Unit 
represents an equal, fractional, undivided ownership interest in the 
net assets of the Trust attributable to the Units. The Trust will not 
issue additional Units of the class offered in the Arrangement 
following the completion of the Arrangement except: (i) If the net 
proceeds per Unit to be received by the Trust are not less than 100% of 
the most recently calculated net asset value (``NAV'') per Unit 
immediately prior to, or upon, the determination of the pricing of such 
issuance; or (ii) by way of distribution of Units in connection with an 
income distribution. According to the Manager, the Trust does not 
intend to issue new Units, or redeem existing Units, on a day-to-day 
basis.
    Units may be redeemed at the option of the Unitholder on a monthly 
basis for physical gold and silver bullion or cash, as described below.
Redemption for Physical Gold and Silver
    According to the Manager, subject to the terms of the trust 
agreement, a Unitholder may redeem Units for physical gold and silver 
bullion, provided the redemption request is for the Minimum Bullion 
Redemption Amount. ``Minimum Bullion Redemption Amount'' means 100,000 
Units, provided that if 100,000 Units is not at least equivalent to the 
aggregate value of (i) one London Good Delivery bar of gold, (ii) the 
Proportionate Silver Amount (as defined below) and (iii) applicable 
expenses, the Minimum Bullion Redemption Amount shall be such number of 
Units as are at least equivalent to the aggregate value of (i) one 
London Good Delivery bar of gold, (ii) the Proportionate Silver Amount 
and (iii) applicable expenses. ``Proportionate Silver Amount'' means 
such number of London Good Delivery bars of silver with an aggregate 
value (as at the valuation time on the applicable redemption date in 
the month during which the redemption request is processed) that is 
proportionate to the aggregate value of one London Good Delivery bar of 
gold based on the proportionate value of physical gold and silver 
bullion held by the Trust (as at the valuation time on the applicable 
redemption date in the month during which the redemption request is 
processed). Units redeemed for physical gold and silver bullion will 
have a redemption value equal to the aggregate value of the NAV per 
Unit of the redeemed Units on the last day of the month on which the 
Exchange is open for trading in the month during which the redemption 
request is processed (less applicable expenses described below) 
(``Redemption Amount'').
    The amount of physical gold and silver bullion a redeeming 
Unitholder is entitled to receive will be determined by the Manager, 
who will allocate the Redemption Amount to physical gold and silver 
bullion in direct proportion to the value of physical gold and silver 
bullion held by the Trust at the time of redemption (``Bullion 
Redemption Amount''). The quantity of each particular metal delivered 
to a redeeming Unitholder will be dependent on the applicable Bullion 
Redemption Amount and the number and individual weight of London Good 
Delivery bars of that metal that are held by the Trust on the 
redemption date. A redeeming Unitholder may not receive physical gold 
and silver bullion in the proportions then held by the Trust and, if 
the Trust does not have a London Good Delivery bar of a particular 
metal in inventory of a value equal to or less than the applicable 
Bullion Redemption Amount, the redeeming Unitholder will not receive 
any of that metal. The ability of a Unitholder to redeem Units for 
physical gold and silver bullion may be limited by the number of London 
Good Delivery bars held by the Trust at the time of redemption. Any 
Bullion Redemption Amount in excess of the value of the London Good 
Delivery bar or an integral multiple thereof of the particular metal to 
be delivered to the redeeming Unitholder will be paid in cash, as such 
excess amount will not be combined with any excess amounts in respect 
of the other metal for the purpose of delivering additional physical 
gold and silver bullion.
    A Unitholder that owns a sufficient number of Units who desires to 
exercise redemption privileges for physical gold and silver bullion 
must do so by instructing his, her or its broker, who must be a direct 
or indirect participant of CDS Clearing and Depository Services Inc. or 
The Depository Trust Company, to deliver to the Transfer Agent on 
behalf of the Unitholder a written notice (``Bullion Redemption 
Notice'') of the Unitholder's intention to redeem Units for physical 
gold and silver bullion. Pursuant to the Exemptive Relief, the Transfer 
Agent will be permitted to directly accept redemption requests. A 
Bullion Redemption Notice must be received by the Transfer Agent no 
later than 4:00 p.m., Eastern Time (``E.T.''), on the 15th day of the 
month in which the Bullion Redemption Notice will be processed or, if 
such day is not a business day, then on the immediately following day 
that is a business day. Any Bullion Redemption Notice received after 
such time will be processed in the next month.
    A Unitholder redeeming Units for physical gold and silver bullion 
will receive the physical gold and silver bullion from the Gold and 
Silver Custodian. Physical gold and silver bullion received by a 
Unitholder as a result of a redemption of Units will be delivered by 
armored transportation service carrier pursuant to delivery 
instructions provided by the Unitholder to the Manager, provided that 
the delivery instructions are acceptable to the armored transportation 
service carrier. The armored transportation service carrier will be 
engaged by or on behalf of, and the costs in connection therewith, will 
be borne by the redeeming Unitholder. Such physical gold and silver 
bullion can be delivered: (i) To an account established by the 
Unitholder at an institution located in North America authorized to 
accept and hold London Good Delivery bars; (ii) in the United States, 
to any physical address (subject to approval by the armored 
transportation service carrier); (iii) in Canada, to any business 
address (subject to approval by the armored transportation service 
carrier); and (iv) outside of the United States and Canada, to any 
address approved by the armored transportation service carrier. 
Physical gold and silver bullion delivered to an institution located in 
North America authorized to accept and hold London Good Delivery bars 
will likely retain its London Good Delivery status while in the custody 
of such institution; physical gold and silver bullion delivered 
pursuant to a Unitholder's delivery instruction to a destination other 
an institution located in North America authorized to accept and hold 
London Good Delivery bars will no longer be deemed London Good Delivery 
once received by the Unitholder. Costs associated with the redemption 
of Units and the delivery of physical gold and silver bullion will be 
borne by the redeeming Unitholder.

[[Page 55902]]

    The armored transportation service carrier will receive physical 
gold and silver bullion in connection with a redemption of Units 
approximately 10 business days after the end of the month in which the 
Bullion Redemption Notice is processed. Once the physical gold and 
silver bullion representing the redeemed Units has been placed with the 
armored transportation service carrier, the Gold and Silver Custodian 
will no longer bear the risk of loss of, and damage to, such physical 
gold and silver bullion. In the event of a loss after the physical gold 
and silver bullion has been placed with the armored transportation 
service carrier, the Unitholder will not have recourse against the 
Trust or the Gold and Silver Custodian.
Redemption of Units for Cash
    According to the Proxy Circular, Unitholders whose Units are 
redeemed for cash will be entitled to receive a redemption price per 
Unit equal to 95% of the lesser of: (i) The volume-weighted average 
trading price of the Units traded on the Exchange or, if trading has 
been suspended on the Exchange, the trading price of the shares traded 
on the TSX,\29\ for the last five days on which the respective exchange 
is open for trading for the month in which the redemption request is 
processed; and (ii) the NAV of the redeemed Units as of 4:00 p.m., 
E.T., on the last day of such month on which the Exchange is open for 
trading. Pursuant to the Exemptive Relief, the redemption price will be 
permitted to be less than 100% of the NAV per Unit. Cash redemption 
proceeds will be transferred to a redeeming Unitholder approximately 
three business days after the end of the month in which such redemption 
request is processed by the Trust.
---------------------------------------------------------------------------

    \29\ The Exchange can receive information regarding transactions 
on TSX through the Investment Industry Regulatory Organization of 
Canada, which is a member of the ISG. See note 35, infra.
---------------------------------------------------------------------------

    To redeem Units for cash, a Unitholder must instruct the 
Unitholder's broker to deliver a notice to redeem Units for cash 
(``Cash Redemption Notice'') to the Transfer Agent. The Transfer Agent 
will be permitted to directly accept redemption requests. A Cash 
Redemption Notice must be received by the Transfer Agent no later than 
4:00 p.m., E.T., on the 15th day of the month in which the Cash 
Redemption Notice will be processed or, if such day is not a business 
day, then on the immediately following day that is a business day. Any 
Cash Redemption Notice received after such time will be processed in 
the next month.
Net Asset Value
    According to the Proxy Circular, the Valuation Agent will calculate 
the NAV for each class of Units as of 4:00 p.m., E.T., on each business 
day. The NAV as of the valuation time on each business day will be the 
amount obtained by deducting from the aggregate fair market value of 
the assets of the Trust as of such date an amount equal to the fair 
value of the liabilities of the Trust (excluding all liabilities 
represented by outstanding Units, if any) as of such date.\30\ The NAV 
per Unit will be determined by dividing the NAV of the Trust on a date 
by the total number of Units then outstanding on such date. The fair 
market value of the assets of the Trust will be determined as follows:
---------------------------------------------------------------------------

    \30\ According to the Manager, the Trust is a mutual fund under 
applicable Canadian securities legislation and must calculate its 
NAV pursuant to Part 14 of National Instrument 81-106--Investment 
Fund Continuous Disclosure (``NI 81-106''), a rule applicable to 
Canadian investment funds and administered by Canadian securities 
regulatory authorities. Pursuant to Subsection 14.2(1) of NI 81-106, 
the Trust must subtract the ``fair value'' of its liabilities from 
the fair value of its assets when calculating its NAV. Subsection 
14.2(1.2) of NI 81-106 defines fair value as (a) the market value 
based on reported prices and quotations in an active market; or (b) 
if the market value is not available, or the Manager believes that 
it is unreliable, a value that is fair and reasonable in all the 
relevant circumstances, and requires the Manager to establish and 
maintain appropriate written policies and procedures for determining 
fair value of the Trust's assets and liabilities and to consistently 
follow those policies and procedures.
---------------------------------------------------------------------------

    (i) The value of physical gold and silver bullion will be its 
market value based on the price provided by a widely recognized pricing 
service as directed by the Manager and, if such service is not 
available, such physical gold and silver bullion will be valued at 
prices provided by another pricing service as determined by the 
Manager, in consultation with the Valuation Agent;
    (ii) the value of any cash on hand or on deposit, bills, demand 
notes, accounts receivable, prepaid expenses, and interest accrued and 
not yet received, will be deemed to be the full amount thereof unless 
the Manager determines that any such deposit, bill, demand note, 
account receivable, prepaid expense or interest is not worth the full 
amount thereof, in which event the value thereof will be deemed to be 
such value as the Manager determines to be the fair value thereof;
    (iii) short-term investments including notes and money market 
instruments will be valued at cost plus accrued interest;
    (iv) the value of any security or other property for which no price 
quotations are available or, in the opinion of the Manager (which may 
delegate such responsibility to the Valuation Agent under the valuation 
services agreement), to which the above valuation principles cannot or 
should not be applied, will be the fair value thereof determined from 
time to time in such manner as the Manager (or the Valuation Agent, as 
the case may be) will from time to time provide; and
    (v) the value of all assets and liabilities of the Trust valued in 
terms of a currency other than the currency used to calculate the NAV 
will be converted to the currency used to calculate the NAV by applying 
the rate of exchange obtained from the best available sources to the 
Valuation Agent as agreed upon by the Manager including, but not 
limited to, the Trustee or any of its affiliates.
Secondary Market Trading
    According to the Proxy Circular, Units may trade in the market at a 
premium or discount to the NAV per Unit. The amount of the discount or 
premium in the trading price relative to the NAV may be influenced by 
non-concurrent trading hours between the COMEX and the Exchange and the 
TSX. According to the Proxy Circular, while the Units will trade on the 
Exchange and the TSX until 4:00 p.m., E.T., liquidity in the global 
gold and silver markets will be reduced after the close of the COMEX at 
1:30 p.m., E.T. As a result, during this time, trading spreads, and the 
resulting premium or discount to the NAV, may widen.
Availability of Information Regarding Gold and Silver
    Currently, the Consolidated Tape Plan does not provide for 
dissemination of the spot price of a commodity, such as gold or silver, 
over the Consolidated Tape. However, there will be disseminated over 
the Consolidated Tape the quotation and last sale price for the Units, 
as is the case for all equity securities traded on the Exchange. In 
addition, there is a considerable amount of gold and silver price and 
gold and silver market information available on public Web sites and 
through professional and subscription services.
    Investors may obtain on a 24-hour basis gold or silver pricing 
information based on the spot price for an ounce of gold or silver from 
various financial information service providers, such as Reuters and 
Bloomberg. Reuters and Bloomberg provide at no charge on their Web 
sites delayed information regarding the spot price of gold and silver 
and last sale prices of gold and silver futures, as well as information 
about news and developments in the gold and silver market. Reuters and 
Bloomberg also

[[Page 55903]]

offer a professional service to subscribers for a fee that provides 
information on gold and silver prices directly from market 
participants. ICAP plc provides an electronic trading platform called 
EBS for the trading of spot gold and silver, as well as a feed of real-
time streaming prices, delivered as record-based digital data from the 
EBS platform to its customer's market data platform via Bloomberg or 
Reuters.
    Complete real-time data for gold and silver futures and options 
prices traded on the COMEX are available by subscription from Reuters 
and Bloomberg. The NYMEX also provides delayed futures and options 
information on current and past trading sessions and market news free 
of charge on its Web site. There are a variety of other public Web 
sites providing information on gold and silver, ranging from those 
specializing in precious metals to sites maintained by major 
newspapers. In addition, the LBMA Gold Price and the LBMA Silver Price 
are publicly available at no charge at www.lbma.org.uk.
Availability of Information
    The intra-day indicative value (``IIV'') per Unit will be 
disseminated by one or more major market data vendors. The IIV will be 
calculated based on the amount of gold and silver held by the Trust and 
a price of gold and silver derived from updated bids and offers 
indicative of the spot prices of gold and silver.\31\
---------------------------------------------------------------------------

    \31\ The IIV on a per Unit basis disseminated during the NYSE 
Arca Core Trading Session should not be viewed as a real-time update 
of the NAV, which will be calculated once a day.
---------------------------------------------------------------------------

    The IIV will be widely disseminated on a per Unit basis every 15 
seconds during the NYSE Arca Core Trading Session by one or more major 
market data vendors. In addition, the IIV will be available through on-
line information services.
    The Web site for the Trust, which will be publicly accessible at no 
charge, will contain the following information: (a) The mid-point of 
the bid/ask price \32\ at the close of trading in relation to the NAV 
as of the time the NAV is calculated (``Bid/Ask Price'') and a 
calculation of the premium or discount of such price against such NAV; 
and (b) data in chart format displaying the frequency distribution of 
discounts and premiums of the Bid/Ask Price against the NAV, within 
appropriate ranges, for each of the four previous calendar quarters (or 
for the life of the Trust, if shorter). The Trust Web site will provide 
the last sale price of the Units as traded in the U.S. market, as well 
as a breakdown, provided on a daily basis, of the holdings of the Trust 
by metal type. The Web site for the Trust will also provide the 
information described in the penultimate paragraph of ``Description of 
the Arrangement'' above.
---------------------------------------------------------------------------

    \32\ The bid/ask price of the Trust is determined using the 
highest bid and lowest offer on the Consolidated Tape as of the time 
of calculation of the closing day NAV.
---------------------------------------------------------------------------

    The Trust's daily (or as determined by the Manager in accordance 
with the trust agreement) NAV will be posted on the Trust's Web site as 
soon as practicable. In addition, the Exchange will make available over 
the Consolidated Tape quotation information, trading volume, closing 
prices and NAV per Unit from the previous day.
Criteria for Initial and Continued Listing
    The Trust will be subject to the criteria in NYSE Arca Rule 8.201-
E, including 8.201-E(e), for initial and continued listing of the 
Units.
    A minimum of 100,000 Units will be required to be outstanding at 
the start of trading. The Exchange believes that the anticipated 
minimum number of Units outstanding at the start of trading is 
sufficient to provide adequate market liquidity.
Trading Rules
    The Exchange deems the Units to be equity securities, thus 
rendering trading in the Units subject to the Exchange's existing rules 
governing the trading of equity securities. Trading in the Units on the 
Exchange will occur in accordance with NYSE Arca Rule 7.34-E(a). The 
Exchange has appropriate rules to facilitate transactions in the Units 
during all trading sessions. As provided in NYSE Arca Rule 7.6-E, the 
minimum price variation (``MPV'') for quoting and entry of orders in 
equity securities traded on the NYSE Arca Marketplace is $0.01, with 
the exception of securities that are priced less than $1.00 for which 
the MPV for order entry is $0.0001.
    Further, NYSE Arca Rule 8.201-E sets forth certain restrictions on 
Equity Trading Permit Holders (``ETP Holders'') acting as registered 
Market Makers in the Units to facilitate surveillance. Pursuant to NYSE 
Arca Rule 8.201-E(g), an ETP Holder acting as a registered Market Maker 
in the Units is required to provide the Exchange with information 
relating to its trading in the underlying gold and silver and related 
futures or options on futures or any other related derivatives. 
Commentary .04 of NYSE Arca Rule 6.3-E requires an ETP Holder acting as 
a registered Market Maker, and its affiliates, in the Units to 
establish, maintain and enforce written policies and procedures 
reasonably designed to prevent the misuse of any material, nonpublic 
information with respect to such products, any components of the 
related products, any physical asset or commodity underlying the 
product, applicable currencies, underlying indexes, related futures or 
options on futures and any related derivative instruments (including 
the Units).
    As a general matter, the Exchange has regulatory jurisdiction over 
its ETP Holders and their associated persons, which include any person 
or entity controlling an ETP Holder. A subsidiary or affiliate of an 
ETP Holder that does business only in commodities or futures contracts 
would not be subject to Exchange jurisdiction, but the Exchange could 
obtain information regarding the activities of such subsidiary or 
affiliate through surveillance sharing agreements with regulatory 
organizations of which such subsidiary or affiliate is a member.
    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Units. Trading on the Exchange in the Units may be 
halted because of market conditions or for reasons that, in the view of 
the Exchange, make trading in the Units inadvisable. These may include: 
(1) The extent to which conditions in the underlying gold or silver 
market have caused disruptions and/or lack of trading; or (2) whether 
other unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present. In addition, 
trading in Units will be subject to trading halts caused by 
extraordinary market volatility pursuant to the Exchange's ``circuit 
breaker'' rule.\33\
---------------------------------------------------------------------------

    \33\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

    The Exchange will halt trading in the Units if the NAV of the Trust 
is not calculated or disseminated daily. The Exchange may halt trading 
during the day in which an interruption occurs to the dissemination of 
the IIV. If the interruption to the dissemination of the IIV persists 
past the trading day in which it occurs, the Exchange will halt trading 
no later than the beginning of the trading day following the 
interruption. In addition, if the Exchange becomes aware that the NAV 
with respect to the Units is not disseminated to all market 
participants at the same time, it will halt trading in the Units until 
such time as the NAV is available to all market participants.

[[Page 55904]]

Surveillance
    The Exchange represents that trading in the Units will be subject 
to the existing trading surveillances administered by the Exchange, as 
well as cross-market surveillances administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\34\ The Exchange represents that 
these procedures are adequate to properly monitor Exchange trading of 
the Units in all trading sessions and to deter and detect violations of 
Exchange rules and federal securities laws applicable to trading on the 
Exchange.
---------------------------------------------------------------------------

    \34\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    The surveillances referred to above generally focus on detecting 
securities trading outside their normal patterns, which could be 
indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Units with other markets 
and other entities that are members of the ISG, and the Exchange or 
FINRA, on behalf of the Exchange, or both, may obtain trading 
information regarding trading in the Units from such markets and other 
entities. In addition, the Exchange may obtain information regarding 
trading in the Units from markets and other entities that are members 
of ISG or with which the Exchange has in place a comprehensive 
surveillance sharing agreement (``CSSA'').\35\
---------------------------------------------------------------------------

    \35\ For the list of current members of ISG, see https://www.isgportal.org/home.html.
---------------------------------------------------------------------------

    Also, pursuant to NYSE Arca Rule 8.201-E(g), the Exchange is able 
to obtain information regarding trading in the Units and the underlying 
gold and silver and related futures or options on futures or any other 
related derivatives through ETP Holders acting as registered Market 
Makers, in connection with such ETP Holders' proprietary or customer 
trades through ETP Holders which they effect on any relevant market.
    The Exchange also has a general policy prohibiting the distribution 
of material, non-public information by its employees.
    All statements and representations made in this filing regarding 
(a) the description of the portfolio, (b) limitations on portfolio 
holdings or reference assets and (c) the applicability of Exchange 
listing rules specified in this rule filing shall constitute continued 
listing requirements for listing the Units on the Exchange.
    The Manager will represent to the Exchange that it will advise the 
Exchange of any failure by the Trust to comply with the continued 
listing requirements, and, pursuant to its obligations under Section 
19(g)(1) of the Exchange Act, the Exchange will monitor for compliance 
with the continued listing requirements. If the Trust is not in 
compliance with the applicable listing requirements, the Exchange will 
commence delisting procedures under NYSE Arca Rule 5.5-E(m).
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an ``Information Bulletin'' of the special 
characteristics and risks associated with trading the Units. 
Specifically, the Information Bulletin will discuss the following: (1) 
Redemptions of Units; (2) NYSE Arca Rule 9.2-E(a), which imposes a duty 
of due diligence on its ETP Holders to learn the essential facts 
relating to every customer prior to trading the Units; (3) how 
information regarding the IIV is disseminated; and (4) trading 
information.
    In addition, the Information Bulletin will reference that the Trust 
is subject to various fees and expenses as described in the Proxy 
Circular. The Information Bulletin will disclose that information about 
the Units of the Trust is publicly available on the Trust's Web site.
    The Information Bulletin will also discuss any relief, if granted, 
by the Commission or the staff from any rules under the Exchange Act.
2. Statutory Basis
    The basis under the Exchange Act for this proposed rule change is 
the requirement under Section 6(b)(5) \36\ 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.
---------------------------------------------------------------------------

    \36\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Units will be listed and traded on the Exchange pursuant to the initial 
and continued listing criteria in NYSE Arca Rule 8.201-E. The Exchange 
has in place surveillance procedures that are adequate to properly 
monitor trading in the Units in all trading sessions and to deter and 
detect violations of Exchange rules and applicable federal securities 
laws. The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Units with other markets 
that are members of the ISG, and the Exchange or FINRA, on behalf of 
the Exchange, or both, may obtain trading information regarding trading 
in the Units from such markets. In addition, the Exchange may obtain 
information regarding trading in the Units from markets that are 
members of ISG or with which the Exchange has in place a CSSA, 
including COMEX. Also, pursuant to NYSE Arca Rule 8.201-E(g), the 
Exchange is able to obtain information regarding trading in the Units 
and the underlying gold and silver through ETP Holders acting as 
registered Market Makers, in connection with such ETP Holders' 
proprietary or customer trades through ETP Holders which they effect on 
any relevant market.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest. 
There is a considerable amount of gold and silver price and gold and 
silver market information available on public Web sites and through 
professional and subscription services. Investors may obtain on a 24-
hour basis gold or silver pricing information based on the spot price 
for an ounce of gold or silver from various financial information 
service providers. Complete real-time data for gold and silver futures 
and options prices traded on the COMEX are available by subscription 
from Reuters and Bloomberg. In addition, the LBMA Gold Price and LBMA 
Silver Price are publicly available at no charge at www.lbma.org.uk. 
The Trust's daily (or as determined by the Manager in accordance with 
the trust agreement) NAV will be posted on the Trust's Web site as soon 
as practicable. The Trust's Web site will provide an IIV per Unit, as 
calculated by a third party financial data provider during the 
Exchange's Core Trading Session.

[[Page 55905]]

    Quotation and last-sale information regarding the Units will be 
disseminated through the facilities of the Consolidated Tape 
Association. The IIV will be widely disseminated on a per Unit basis 
every 15 seconds during the NYSE Arca Core Trading Session by one or 
more major market data vendors. In addition, the IIV will be available 
through on-line information services. The Exchange represents that the 
Exchange may halt trading during the day in which an interruption to 
the dissemination of the IIV occurs. If the interruption to the 
dissemination of the IIV persists past the trading day in which it 
occurred, the Exchange will halt trading no later than the beginning of 
the trading day following the interruption. In addition, if the 
Exchange becomes aware that the NAV with respect to the Units is not 
disseminated to all market participants at the same time, it will halt 
trading in the Units until such time as the NAV is available to all 
market participants. The NAV per Unit will be calculated daily and made 
available to all market participants at the same time. One or more 
major market data vendors will disseminate for the Trust on a daily 
basis information with respect to the recent NAV per Unit and Units 
outstanding.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of exchange-traded product that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace. As noted above, the Exchange has in place surveillance 
procedures relating to trading in the Units and may obtain information 
via ISG from other exchanges that are members of ISG or with which the 
Exchange has entered into a CSSA. In addition, as noted above, 
investors will have ready access to information regarding gold and 
silver pricing and gold and silver futures information.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Exchange Act. The Exchange 
believes the proposed rule change will enhance competition by 
accommodating Exchange trading of an additional exchange-traded product 
relating to physical gold and silver.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. 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-2017-131 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2017-131. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet 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. Persons submitting 
comments are cautioned that we do not redact or edit personal 
identifying information from comment submissions. You should submit 
only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2017-131 and should 
be submitted on or before December 15, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\37\
---------------------------------------------------------------------------

    \37\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-25347 Filed 11-22-17; 8:45 am]
 BILLING CODE 8011-01-P



                                                55898                         Federal Register / Vol. 82, No. 225 / Friday, November 24, 2017 / Notices

                                                  • Send an email to rule-comments@                       SECURITIES AND EXCHANGE                               trade pursuant to unlisted trading
                                                sec.gov. Please include File Number SR–                   COMMISSION                                            privileges (‘‘UTP’’), ‘‘Commodity-Based
                                                MIAX–2017–47 on the subject line.                                                                               Trust Shares.’’ 4 The Exchange proposes
                                                                                                          [Release No. 34–82116; File No. SR–
                                                                                                          NYSEArca–2017–131]
                                                                                                                                                                to list and trade shares of the Trust
                                                Paper Comments                                                                                                  pursuant to NYSE Arca Rule 8.201–E,
                                                  • Send paper comments in triplicate                     Self-Regulatory Organizations; NYSE                   defined herein and in the Proxy Circular
                                                                                                          Arca, Inc.; Notice of Filing of Proposed              (defined below) as ‘‘Units.’’ The Units
                                                to Secretary, Securities and Exchange
                                                                                                          Rule Change To List and Trade Shares                  will be issued in connection with a plan
                                                Commission, 100 F Street NE.,
                                                                                                          of the Sprott Physical Gold and Silver                of arrangement under the Alberta
                                                Washington, DC 20549–1090.                                                                                      Business Corporations Act
                                                                                                          Trust Under NYSE Arca Rule 8.201–E
                                                All submissions should refer to File                                                                            (‘‘Arrangement’’) involving Sprott Inc.
                                                Number SR–MIAX–2017–47. This file                         November 17, 2017.                                    (‘‘Sprott’’), the Trust, Central Fund of
                                                number should be included on the                             Pursuant to Section 19(b)(1) 1 of the              Canada Limited (‘‘CFCL’’) and its
                                                subject line if email is used. To help the                Securities Exchange Act of 1934 (the                  shareholders, The Central Group Alberta
                                                                                                          ‘‘Act’’) 2 and Rule 19b–4 thereunder,3                Ltd. (‘‘CGAL’’) and its shareholders and
                                                Commission process and review your
                                                                                                          notice is hereby given that, on                       2070140 Alberta Ltd. (‘‘2070140’’) as
                                                comments more efficiently, please use
                                                                                                          November 9, 2017, NYSE Arca, Inc. (the                described in ‘‘Description of the
                                                only one method. The Commission will                      ‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with             Arrangement’’ below.
                                                post all comments on the Commission’s                     the Securities and Exchange                              Sprott Asset Management LP will be
                                                Internet Web site (http://www.sec.gov/                    Commission (the ‘‘Commission’’) the                   the sponsor and manager of the Trust
                                                rules/sro.shtml). Copies of the                           proposed rule change as described in                  (‘‘Manager’’).5 RBC Investor Services
                                                submission, all subsequent                                Items I, II, and III below, which Items               Trust (‘‘RBC’’) will be the trustee and
                                                amendments, all written statements                        have been prepared by the self-                       valuation agent of the Trust (‘‘Trustee’’
                                                with respect to the proposed rule                         regulatory organization. The                          or ‘‘Valuation Agent,’’ as the case may
                                                change that are filed with the                            Commission is publishing this notice to               be) 6 and the custodian of the Trust’s
                                                Commission, and all written                               solicit comments on the proposed rule                 assets other than physical gold and
                                                communications relating to the                            change from interested persons.                       silver bullion (‘‘Non-Gold and Silver
                                                proposed rule change between the                          I. Self-Regulatory Organization’s                     Custodian’’).7 The Trust will appoint a
                                                Commission and any person, other than                     Statement of the Terms of Substance of
                                                those that may be withheld from the                       the Proposed Rule Change
                                                                                                                                                                   4 Commodity-Based Trust Shares are securities

                                                                                                                                                                issued by a trust that represent investors’ discrete
                                                public in accordance with the                                                                                   identifiable and undivided beneficial ownership
                                                provisions of 5 U.S.C. 552, will be                          The Exchange proposes to list and
                                                                                                                                                                interest in the commodities deposited into the
                                                                                                          trade shares of the following under
                                                available for Web site viewing and                                                                              Trust.
                                                                                                          NYSE Arca Rule 8.201–E: Sprott                           5 The Manager is a limited partnership formed
                                                printing in the Commission’s Public
                                                                                                          Physical Gold and Silver Trust                        and organized under the laws of the Province of
                                                Reference Room, 100 F Street NE.,                         (‘‘Trust’’). The proposed change is                   Ontario, Canada, and acts as manager of the Trust
                                                Washington, DC 20549, on official                         available on the Exchange’s Web site at               pursuant to the trust agreement and the
                                                business days between the hours of                                                                              management agreement. The Manager will be
                                                                                                          www.nyse.com, at the principal office of              responsible for the day-to-day activities and
                                                10:00 a.m. and 3:00 p.m. Copies of the                    the Exchange, and at the Commission’s                 administration of the Trust. The Manager will
                                                filing also will be available for                         Public Reference Room.                                manage and direct the business and affairs of the
                                                inspection and copying at the principal                                                                         Trust. Additional details regarding the Manager are
                                                office of the Exchange. All comments                      II. Self-Regulatory Organization’s                    set forth in the Proxy Circular. The Manager has
                                                                                                          Statement of the Purpose of, and                      adopted a policy pursuant to which any entity or
                                                received will be posted without change.                                                                         account that is: (a) Managed; or (b) for whom
                                                Persons submitting comments are                           Statutory Basis for, the Proposed Rule                investment decisions are made, directly or
                                                                                                          Change                                                indirectly, by a person that is involved in the
                                                cautioned that we do not redact or edit
                                                                                                                                                                decision-making process of, or has non-public
                                                personal identifying information from                        In its filing with the Commission, the             information about, follow-on offerings of the Trust
                                                comment submissions. You should                           self-regulatory organization included                 is prohibited from investing in the Trust, and no
                                                submit only information that you wish                     statements concerning the purpose of,                 such decision-making person is permitted to invest
                                                                                                          and basis for, the proposed rule change               in the Trust for that decision-making person’s
                                                to make available publicly. All                                                                                 benefit, directly or indirectly.
                                                submissions should refer to File                          and discussed any comments it received                   6 RBC is a trust company existing under the laws

                                                Number SR–MIAX–2017–47 and should                         on the proposed rule change. The text                 of Canada. RBC is affiliated with a broker-dealer.
                                                be submitted on or before December 15,                    of those statements may be examined at                RBC will represent to the Exchange that it has put
                                                                                                          the places specified in Item IV below.                in place and will maintain the appropriate
                                                2017.                                                                                                           information barriers and controls between itself and
                                                                                                          The Exchange has prepared summaries,
                                                  For the Commission, by the Division of                                                                        the broker-dealer affiliate so that the broker-dealer
                                                                                                          set forth in sections A, B, and C below,              affiliate will not have access to information
                                                Trading and Markets, pursuant to delegated                of the most significant parts of such                 concerning the composition and/or changes to the
                                                authority.13                                              statements.                                           Trust’s holdings that are not available on the Trust’s
                                                Eduardo A. Aleman,                                                                                              Web site. The Trustee will hold title to the Trust’s
                                                                                                          A. Self-Regulatory Organization’s                     assets on behalf of the unitholders of the Trust
                                                Assistant Secretary.                                      Statement of the Purpose of, and the                  (‘‘Unitholders’’) and will have exclusive authority
                                                [FR Doc. 2017–25355 Filed 11–22–17; 8:45 am]                                                                    over the assets and affairs of the Trust. The Trustee
                                                                                                          Statutory Basis for, the Proposed Rule                has a fiduciary responsibility to act in the best
                                                BILLING CODE 8011–01–P                                    Change                                                interest of the Unitholders. Additional details
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                                                                                regarding the Trustee are set forth in the Proxy
                                                                                                          1. Purpose                                            Circular.
                                                                                                             Under NYSE Arca Rule 8.201–E, the                     7 According to the Proxy Circular, the Non-Gold

                                                                                                          Exchange may propose to list and/or                   and Silver Custodian will be responsible for the
                                                                                                                                                                safekeeping of all of the assets of the Trust
                                                                                                                                                                delivered to it and will act as the custodian of such
                                                                                                            1 15 U.S.C.78s(b)(1).                               assets. The Manager, in accordance with applicable
                                                                                                            2 15 U.S.C. 78a.                                    law and with the consent of the Trustee, will have
                                                  13 17   CFR 200.30–3(a)(12).                              3 17 CFR 240.19b–4.                                 the authority to change the custodial arrangement



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                                                                             Federal Register / Vol. 82, No. 225 / Friday, November 24, 2017 / Notices                                          55899

                                                custodian for the Trust’s physical gold                  COMEX Gold Trust and iShares Silver                   and distribute to the former holders
                                                and silver bullion (‘‘Gold and Silver                    Trust on the American Stock Exchange                  thereof one Unit for each such share
                                                Custodian’’).8 The TSX Trust Company                     LLC.19 In addition, the Commission has                held.
                                                will be the transfer agent of the Trust                  approved trading of the streetTRACKS                     The Court of Queen’s Bench Alberta
                                                (‘‘Transfer Agent’’).                                    Gold Trust and iShares Silver Trust on                (Calgary) will pass upon the substantive
                                                   The Commission has previously                         the Exchange pursuant to UTP.20                       and procedural fairness of the terms and
                                                approved listing on the Exchange under                     The Exchange represents that the                    conditions of the Arrangement to
                                                NYSE Arca Rules 5.2–E(j)(5) and 8.201–                   Units satisfy the requirements of NYSE                holders of CFCL Class A Shares and
                                                E of other precious metals and gold-                     Arca Rule 8.201–E and thereby qualify                 CFCL Common Shares and as such, the
                                                based commodity trusts, including:                       for listing on the Exchange.21                        distribution of Units to the holders of
                                                Merk Gold Trust; 9 ETFS Gold Trust; 10                                                                         the CFCL Class A Shares will be exempt
                                                ETFS Platinum Trust; 11 ETFS                             Description of the Arrangement                        from registration under the Securities
                                                Palladium Trust; 12 APMEX Physical-1                        CFCL is a passive, non-operating,                  Act of 1933, as amended (‘‘Securities
                                                oz. Gold Redeemable Trust; 13 Sprott                     specialized investment holding                        Act’’) pursuant to Section 3(a)(10)
                                                Gold Trust; 14 iShares Silver Trust; 15                  company organized under the laws of                   thereof, which exempts the issuance of
                                                iShares COMEX Gold Trust; 16 and Long                    the Province of Alberta, which buys and               any securities issued in exchange for
                                                Dollar Gold Trust.17 Prior to their listing              holds almost entirely pure refined gold               one or more bona fide outstanding
                                                on the Exchange, the Commission                          and silver bullion, primarily in                      securities from the general requirement
                                                approved listing of the streetTRACKS                     international bar form. The issued and                of registration where the terms and
                                                Gold Trust on the New York Stock                         outstanding share capital of CFCL                     conditions of the issuance and exchange
                                                Exchange 18 and listing of iShares                       consists of common shares (‘‘CFCL                     of such securities have been approved
                                                                                                         Common Shares’’) and Class A non-                     by a court of competent jurisdiction,
                                                including, but not limited to, the appointment of a      voting shares (‘‘CFCL Class A Shares’’).              after a hearing upon the fairness of the
                                                replacement custodian and/or additional                                                                        terms and conditions of such issuance
                                                custodians. Additional details regarding the Non-        The CFCL Class A Shares are listed for
                                                Gold and Silver Custodian are set forth in the Proxy     trading on the Toronto Stock Exchange                 and exchange at which all persons to
                                                Circular.                                                (‘‘TSX’’) under the symbols ‘‘CEF.A’’                 whom it is proposed to issue the
                                                   8 According to the Proxy Circular, the Trust’s
                                                                                                         (Cdn.$) and ‘‘CEF.U’’ (U.S.$), and on the             securities have the right to appear and
                                                physical gold and silver bullion will be fully                                                                 receive timely notice thereof.
                                                allocated and stored with the Gold and Silver            NYSE American under the symbol
                                                Custodian or a sub-custodian of the Gold and Silver      ‘‘CEF.’’ CFCL is a ‘‘foreign private                     The CFCL Class A Shares are
                                                Custodian. The Gold and Silver Custodian will be         issuer,’’ as defined in Rule 3b–4 under               registered under Section 12(b) of the
                                                responsible for and will bear all risk of the loss of,
                                                                                                         the Exchange Act.                                     Exchange Act, based upon a listing of
                                                and damage to, the Trust’s physical gold and silver                                                            the CFCL Class A Shares on the NYSE
                                                bullion that is in its or its sub-custodian’s custody,      According to the Manager, under the
                                                subject to certain limitations based on events           Arrangement, the Trust will acquire all               American. Pursuant to Rule 12g–3(a)
                                                beyond the Gold and Silver Custodian’s control.          the assets and assume all the liabilities             under the Exchange Act, the Units will
                                                The Manager, with the consent of the Trustee, may
                                                                                                         of CFCL (other than CFCL’s                            ‘‘succeed’’ to the Section 12(b) Exchange
                                                determine to change the custodial arrangements of                                                              Act registration of the CFCL Class A
                                                the Trust. Additional details regarding the Gold and     administration agreement), in exchange
                                                Silver Custodian are set forth in the Proxy Circular.    for that number of fully paid and non-                Shares upon completion of the
                                                   9 See, Securities Exchange Act Release No. 71378
                                                                                                         assessable Units as is equal to the                   Arrangement. In order to change the
                                                (January 23, 2014), 79 FR 4786 (January 29, 2014)
                                                                                                         aggregate number of CFCL Class A                      Section 12(b) registration of the Units
                                                (SR–NYSEArca–2013–137).                                                                                        from one based upon a listing on the
                                                   10 See, Securities Exchange Act Release No. 59895     Shares and CFCL Common Shares
                                                (May 8, 2009), 74 FR 22993 (May 15, 2009) (SR–           issued and outstanding immediately                    NYSE American to one based upon a
                                                NYSEArca–2009–40).                                                                                             listing on the NYSE Arca, the Trust will
                                                                                                         prior to the effective time of the
                                                   11 See, Securities Exchange Act Release No. 61219                                                           file a separate initial registration
                                                                                                         Arrangement. The CFCL Common
                                                (December 22, 2009), 74 FR 68886 (December 29,                                                                 statement on Form 8–A under the
                                                2009) (SR–NYSEArca–2009–95).                             Shares and the common shares of
                                                                                                                                                               Exchange Act to register the Units under
                                                   12 See, Securities Exchange Act Release No. 61220     2070140 will be acquired by Sprott in
                                                                                                                                                               the Exchange Act based upon a listing
                                                (December 22, 2009), 74 FR 68895 (December 29,           exchange for, among other things, cash
                                                2009) (SR–NYSEArca–2009–94).                                                                                   of the Units on the NYSE Arca.
                                                   13 See, Securities Exchange Act Release No 66930
                                                                                                         consideration of $105 million Canadian                   After completion of the Arrangement,
                                                (May 7, 2012), 77 FR 27817 (May 11, 2012) (SR–           dollars and 6,997,379 common shares of                the Trust will furnish current reports to
                                                NYSEArca–2012–18).                                       Sprott. CFCL will then promptly redeem                the Commission on Form 6–K in
                                                   14 See, Securities Exchange Act Release No. 61496
                                                                                                         and cancel the outstanding CFCL Class                 accordance with Rules 13a–1 and/or
                                                (February 4, 2010), 75 FR 6758 (February 10, 2010)       A Shares and the CFCL Common Shares
                                                (SR–NYSEArca–2009–113).                                                                                        13a–3 under the Exchange Act. The
                                                   15 See, Securities Exchange Act Release No. 58956
                                                                                                            19 See, Securities Exchange Act Release Nos.
                                                                                                                                                               Trust will also file with the Commission
                                                (November 14, 2008), 73 FR 71074 (November 24,                                                                 annual reports on Form 40–F under the
                                                2008) (SR–NYSEArca–2008–124) (approving listing          51058 (January 19, 2005), 70 FR 3749 (January 26,
                                                on the Exchange of the iShares Silver Trust).            2005) (SR–Amex–2004–38) (order approving listing      Canada/U.S. Multijurisdictional
                                                   16 See, Securities Exchange Act Release No.56224      of iShares COMEX Gold Trust on the American           Disclosure System. Information
                                                (August 8, 2007), 72 FR 45850 (August 15, 2007)          Stock Exchange LLC); 53521 (March 20, 2006), 71       included in such filings (and which will
                                                (SR–NYSEArca–2007–76) (approving listing on the          FR 14967 (March 24, 2006) (SR–Amex–2005–72)
                                                                                                         (approving listing on the American Stock Exchange     be made available to Unitholders) will
                                                Exchange of the streetTRACKS Gold Trust);
                                                Securities Exchange Act Release No. 56041 (July 11,      LLC of the iShares Silver Trust).                     include (i) annual information form, (ii)
                                                2007), 72 FR 39114 (July 17, 2007) (SR–NYSEArca–            20 See, Securities Exchange Act Release Nos.       annual financial statements, (iii) annual
                                                2007–43) (order approving listing on the Exchange        53520 (March 20, 2006), 71 FR 14977 (March 24,        management report on fund
                                                of iShares COMEX Gold Trust).                            2006) (SR–PCX–2005–117) (approving trading on
sradovich on DSK3GMQ082PROD with NOTICES




                                                   17 See, Securities Exchange Act Release No. 79518     the Exchange pursuant to UTP of the iShares Silver
                                                                                                                                                               performance (‘‘MRFP’’), (iv) quarterly
                                                (December 9, 2016), 81 FR 90876 (December 15,            Trust); 51245 (February 23, 2005), 70 FR 10731        financial statements, (v) quarterly MRFP
                                                2016) (SR–NYSEArca–2016–84) (order approving             (March 4, 2005) (SR–PCX–2004–117) (approving          and (vi) report of independent review
                                                listing and trading of shares of the Long Dollar Gold    trading on the Exchange of the streetTRACKS Gold      committee.
                                                Trust).                                                  Trust pursuant to UTP).                                  Approval of holders of two-thirds of
                                                   18 See, Securities Exchange Act Release No. 50603        21 With respect to application of Rule 10A–3 (17

                                                (October 28, 2004), 69 FR 64614 (November 5, 2004)       CFR 240.10A–3) under the Exchange Act, the Trust
                                                                                                                                                               the issued and outstanding CFCL Class
                                                (SR–NYSE–2004–22) (order approving listing of            relies on the exemption contained in Rule 10A–        A Shares and of the issued and
                                                streetTRACKS Gold Trust on NYSE).                        3(c)(7).                                              outstanding CFCL Common Shares each


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                                                55900                        Federal Register / Vol. 82, No. 225 / Friday, November 24, 2017 / Notices

                                                voting as a separate class, as well as a                 investment and operating restrictions.24                 transactions in spot, forwards and
                                                majority of uninterested (in the                         According to the Manager, the Trust                      options and other derivatives, together
                                                transaction) holders of the issued and                   will not invest in gold or silver                        with exchange-traded futures and
                                                outstanding CFCL Class A Shares and of                   certificates (other than legacy gold and                 options. The participants in the world
                                                the issued and outstanding CFCL                          silver certificates previously held by                   gold market may be classified in the
                                                Common Shares, each voting as a                          CFCL which historically represent less                   following sectors: The Mining and
                                                separate class, will be required to effect               than 1% of CFCL’s assets, and which                      producer sector; the banking sector; the
                                                the Arrangement.22                                       will be sold for cash as soon as                         official sector; the investment sector;
                                                                                                         practicable following the completion of                  and the manufacturing sector. The
                                                Operation of the Trust                                   the Arrangement) or other financial                      participants in the world silver industry
                                                                                                         instruments that represent gold or silver                may be classified by the following
                                                   According to the Proxy Circular, the
                                                                                                         or that may be exchanged for gold or                     sectors: The mining and producer
                                                investment objective of the Trust is to
                                                                                                         silver and will not purchase, sell or hold               sector; the banking sector; the
                                                participate in the Arrangement and to
                                                                                                         derivatives. The Trust does not                          investment sector; the fabrication and
                                                subsequently invest and hold                             anticipate making regular cash                           manufacturing sector; and the official
                                                substantially all of its assets in physical              distributions to Unitholders.                            sector.
                                                gold and silver bullion.23 The Trust is                     According to the Proxy Circular, the                     According to the Proxy Circular, the
                                                authorized to issue an unlimited                         Trust is neither an investment company                   OTC gold market and OTC silver market
                                                number of Units in an unlimited                          registered or required to be registered                  include spot, forward and option and
                                                number of classes and series of a class.                 under the Investment Company Act of                      other derivative transactions conducted
                                                Each Unit of a class or series of a class                1940, as amended,25 nor a commodity                      on a principal-to-principal basis. While
                                                represents an undivided ownership                        pool for purposes of the Commodity                       the OTC gold market and the OTC silver
                                                interest in the net assets of the Trust                  Exchange Act (‘‘CEA’’),26 and neither                    market are global, nearly 24-hour per
                                                attributable to that class or series of a                the Manager nor the Trustee is subject                   day markets, the main centers for both
                                                class of Units.                                          to regulation as a commodity pool                        OTC markets are London, New York and
                                                   The Trust will seek to provide a                      operator or a commodity trading adviser                  Zurich. Thirteen members of the
                                                secure, convenient and exchange-traded                   in connection with the operation of the                  London Bullion Market Association
                                                investment alternative for investors                     Trust.                                                   (‘‘LBMA’’), the London-based trade
                                                interested in holding physical gold and                                                                           association that acts as the coordinator
                                                                                                         Operation of the Gold and Silver
                                                silver bullion without the                                                                                        for activities conducted on behalf of its
                                                                                                         Markets
                                                inconvenience that is typical of a direct                                                                         members and other participants in the
                                                investment in physical gold and silver                     According to the Proxy Circular, the                   London bullion market, act as OTC
                                                                                                         global trade in gold and silver consists                 market makers for both the OTC gold
                                                bullion. The Trust will invest primarily
                                                                                                         of over-the-counter (‘‘OTC’’),                           market and the OTC silver market, and
                                                in long-term holdings of unencumbered,
                                                fully allocated, physical gold and silver                                                                         most OTC market trades for both
                                                                                                            24 The Trust’s investment and operating
                                                bullion and will not speculate with                                                                               markets are cleared through London.27
                                                                                                         restrictions provide that the Trust will invest in and
                                                regard to short-term changes in gold and                 hold a minimum of 90% of the total net assets of         The LBMA plays an important role in
                                                silver prices. Pursuant to the trust                     the Trust in physical gold and silver bullion in         setting OTC gold and OTC silver trading
                                                agreement, the Manager has full                          ‘‘London Good Delivery’’ bar (as defined in              industry standards. The LBMA’s
                                                                                                         ‘‘Operation of the Gold and Silver Markets’’ below)      ‘‘London Good Delivery Lists’’ identify
                                                authority and exclusive power to                         form and hold no more than 10% of the total net
                                                manage and direct the business and                       assets of the Trust, at the discretion of the Manager,   approved refiners of gold and silver.
                                                                                                         in physical gold and silver bullion (in London Good         According to the Proxy Circular, in
                                                affairs of the Trust, subject to the Trust’s
                                                                                                         Delivery bar form or otherwise), gold or silver coins,   the OTC gold market and the OTC silver
                                                                                                         debt obligations of or guaranteed by the                 market, gold and silver that meet the
                                                   22 In connection therewith, CFCL prepared and         Government of Canada or a province of Canada or
                                                mailed a proxy circular, dated October 26, 2017          by the Government of the United States or a state        specifications for weight, dimensions,
                                                (‘‘Proxy Circular’’), soliciting such approval at the    thereof, short-term commercial paper obligations of      fineness (or purity), identifying marks
                                                meeting of such holders to be held on November           a corporation or other person whose short-term           (including the assay stamp of an LBMA-
                                                30, 2017, unless adjourned or postponed. The Proxy       commercial paper is rated R–1 (or its equivalent, or     acceptable refiner) and appearance set
                                                Circular was furnished by CFCL to the Commission         higher) by Dominion Bond Rating Service Limited
                                                (File No. 001–09038) on November 8, 2017, under          or its successors or assigns or F1 (or its equivalent,   forth in ‘‘The Good Delivery Rules for
                                                cover of Form 6–K. The descriptions of the Trust         or higher) by Fitch Ratings or its successors or         Gold and Silver Bars’’ published by the
                                                and the Units contained herein are based, in part,       assigns or A–1 (or its equivalent, or higher) by         LBMA are ‘‘London Good Delivery’’
                                                on the Proxy Circular.                                   Standard & Poor’s or its successors or assigns or P–     bars. A gold London Good Delivery bar
                                                   23 The Trust will obtain exemptive relief from the    1 (or its equivalent, or higher) by Moody’s Investor
                                                                                                         Service or its successors or assigns, interest-bearing   must contain between 350 and 430 fine
                                                Canadian securities regulatory authorities for relief
                                                from certain requirements of National Instrument         accounts and short-term certificates of deposit          troy ounces of gold with a minimum
                                                81–102—Investment Funds, legislation which               issued or guaranteed by a Canadian chartered bank        fineness of 995 parts per 1,000. A silver
                                                governs mutual funds and non-redeemable                  or trust company, money market mutual funds,             London Good Delivery bar must contain
                                                investment funds in each of the provinces and            short-term government debt or short-term
                                                                                                         investment grade corporate debt, cash or other           between 750 ounces and 1,100 ounces
                                                territories of Canada (‘‘Exemptive Relief’’), to
                                                permit: (i) The Trust to invest up to 100% of its        short-term debt obligations approved by the              of silver with a minimum fineness of
                                                assets in physical gold or silver bullion; (ii) the      Manager from time to time (for the purpose of this       999 parts per 1,000.
                                                appointment of the Gold and Silver Custodian as          paragraph, the term ‘‘short-term’’ means having a           According to the Proxy Circular, the
                                                custodian of the Trust’s physical gold or silver         date of maturity or call for payment not more than
                                                                                                         182 days from the date on which the investment is        most significant gold and silver futures
                                                bullion assets, if required; (iii) purchases of Units
sradovich on DSK3GMQ082PROD with NOTICES




                                                on the Exchange and the TSX and redemption               made), except during the 60-day period following         exchanges are the COMEX, operated by
                                                requests to be submitted directly to the registrar and   the closing of additional offerings or prior to the
                                                Transfer Agent of the Trust; (iv) the redemption of      distribution of the assets of the Trust. Pursuant to       27 Following the enactment of the Financial

                                                Units and payment upon redemption of Units all as        the Exemptive Relief, the Trust will be permitted        Markets Act 2012, the Prudential Regulation
                                                described under ‘‘Redemption for Physical Gold           to invest up to 100% of its net assets, taken at         Authority of the Bank of England is responsible for
                                                and Silver’’ and ‘‘Redemption of Units for Cash’’;       market value of the time of purchase, in physical        regulating most of the financial firms that are active
                                                and (v) the Trust to establish a record date for         gold and silver bullion.                                 in the bullion market, and the Financial Conduct
                                                                                                            25 15 U.S.C. 80a–1.
                                                distributions in accordance with the policies of the                                                              Authority is responsible for consumer and
                                                TSX and the Exchange.                                       26 17 U.S.C. 1.                                       competition issues.



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                                                                             Federal Register / Vol. 82, No. 225 / Friday, November 24, 2017 / Notices                                          55901

                                                Commodities Exchange, Inc.                               which the redemption request is                       behalf of the Unitholder a written notice
                                                (‘‘COMEX’’), a subsidiary of New York                    processed) that is proportionate to the               (‘‘Bullion Redemption Notice’’) of the
                                                Mercantile Exchange, Inc. (‘‘NYMEX’’),                   aggregate value of one London Good                    Unitholder’s intention to redeem Units
                                                and a subsidiary of CME Group Inc.                       Delivery bar of gold based on the                     for physical gold and silver bullion.
                                                (‘‘CME Group’’),28 and the Tokyo                         proportionate value of physical gold and              Pursuant to the Exemptive Relief, the
                                                Commodity Exchange.                                      silver bullion held by the Trust (as at               Transfer Agent will be permitted to
                                                                                                         the valuation time on the applicable                  directly accept redemption requests. A
                                                Initial Distribution and Redemption of
                                                                                                         redemption date in the month during                   Bullion Redemption Notice must be
                                                Units
                                                                                                         which the redemption request is                       received by the Transfer Agent no later
                                                   According to the Proxy Circular,                      processed). Units redeemed for physical               than 4:00 p.m., Eastern Time (‘‘E.T.’’),
                                                252,156,003 Units are expected to be                     gold and silver bullion will have a                   on the 15th day of the month in which
                                                issued in connection with the                            redemption value equal to the aggregate               the Bullion Redemption Notice will be
                                                Arrangement (subject to adjustment in                    value of the NAV per Unit of the                      processed or, if such day is not a
                                                connection with the exercise of dissent                  redeemed Units on the last day of the                 business day, then on the immediately
                                                rights). Each outstanding Unit                           month on which the Exchange is open                   following day that is a business day.
                                                represents an equal, fractional,                         for trading in the month during which                 Any Bullion Redemption Notice
                                                undivided ownership interest in the net                  the redemption request is processed                   received after such time will be
                                                assets of the Trust attributable to the                  (less applicable expenses described                   processed in the next month.
                                                Units. The Trust will not issue                          below) (‘‘Redemption Amount’’).                          A Unitholder redeeming Units for
                                                additional Units of the class offered in                    The amount of physical gold and
                                                                                                                                                               physical gold and silver bullion will
                                                the Arrangement following the                            silver bullion a redeeming Unitholder is
                                                                                                                                                               receive the physical gold and silver
                                                completion of the Arrangement except:                    entitled to receive will be determined by
                                                                                                                                                               bullion from the Gold and Silver
                                                (i) If the net proceeds per Unit to be                   the Manager, who will allocate the
                                                                                                                                                               Custodian. Physical gold and silver
                                                received by the Trust are not less than                  Redemption Amount to physical gold
                                                                                                                                                               bullion received by a Unitholder as a
                                                100% of the most recently calculated                     and silver bullion in direct proportion
                                                                                                                                                               result of a redemption of Units will be
                                                net asset value (‘‘NAV’’) per Unit                       to the value of physical gold and silver
                                                                                                                                                               delivered by armored transportation
                                                immediately prior to, or upon, the                       bullion held by the Trust at the time of
                                                                                                                                                               service carrier pursuant to delivery
                                                determination of the pricing of such                     redemption (‘‘Bullion Redemption
                                                                                                                                                               instructions provided by the Unitholder
                                                issuance; or (ii) by way of distribution                 Amount’’). The quantity of each
                                                                                                         particular metal delivered to a                       to the Manager, provided that the
                                                of Units in connection with an income
                                                                                                         redeeming Unitholder will be                          delivery instructions are acceptable to
                                                distribution. According to the Manager,
                                                                                                         dependent on the applicable Bullion                   the armored transportation service
                                                the Trust does not intend to issue new
                                                                                                         Redemption Amount and the number                      carrier. The armored transportation
                                                Units, or redeem existing Units, on a
                                                                                                         and individual weight of London Good                  service carrier will be engaged by or on
                                                day-to-day basis.
                                                                                                         Delivery bars of that metal that are held             behalf of, and the costs in connection
                                                   Units may be redeemed at the option
                                                                                                         by the Trust on the redemption date. A                therewith, will be borne by the
                                                of the Unitholder on a monthly basis for
                                                                                                         redeeming Unitholder may not receive                  redeeming Unitholder. Such physical
                                                physical gold and silver bullion or cash,
                                                                                                         physical gold and silver bullion in the               gold and silver bullion can be delivered:
                                                as described below.
                                                                                                         proportions then held by the Trust and,               (i) To an account established by the
                                                Redemption for Physical Gold and                         if the Trust does not have a London                   Unitholder at an institution located in
                                                Silver                                                   Good Delivery bar of a particular metal               North America authorized to accept and
                                                   According to the Manager, subject to                  in inventory of a value equal to or less              hold London Good Delivery bars; (ii) in
                                                the terms of the trust agreement, a                      than the applicable Bullion Redemption                the United States, to any physical
                                                Unitholder may redeem Units for                          Amount, the redeeming Unitholder will                 address (subject to approval by the
                                                physical gold and silver bullion,                        not receive any of that metal. The ability            armored transportation service carrier);
                                                provided the redemption request is for                   of a Unitholder to redeem Units for                   (iii) in Canada, to any business address
                                                the Minimum Bullion Redemption                           physical gold and silver bullion may be               (subject to approval by the armored
                                                Amount. ‘‘Minimum Bullion                                limited by the number of London Good                  transportation service carrier); and (iv)
                                                Redemption Amount’’ means 100,000                        Delivery bars held by the Trust at the                outside of the United States and Canada,
                                                Units, provided that if 100,000 Units is                 time of redemption. Any Bullion                       to any address approved by the armored
                                                not at least equivalent to the aggregate                 Redemption Amount in excess of the                    transportation service carrier. Physical
                                                value of (i) one London Good Delivery                    value of the London Good Delivery bar                 gold and silver bullion delivered to an
                                                bar of gold, (ii) the Proportionate Silver               or an integral multiple thereof of the                institution located in North America
                                                Amount (as defined below) and (iii)                      particular metal to be delivered to the               authorized to accept and hold London
                                                applicable expenses, the Minimum                         redeeming Unitholder will be paid in                  Good Delivery bars will likely retain its
                                                Bullion Redemption Amount shall be                       cash, as such excess amount will not be               London Good Delivery status while in
                                                such number of Units as are at least                     combined with any excess amounts in                   the custody of such institution; physical
                                                equivalent to the aggregate value of (i)                 respect of the other metal for the                    gold and silver bullion delivered
                                                one London Good Delivery bar of gold,                    purpose of delivering additional                      pursuant to a Unitholder’s delivery
                                                (ii) the Proportionate Silver Amount and                 physical gold and silver bullion.                     instruction to a destination other an
                                                (iii) applicable expenses. ‘‘Proportionate                  A Unitholder that owns a sufficient                institution located in North America
                                                                                                                                                               authorized to accept and hold London
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                                                Silver Amount’’ means such number of                     number of Units who desires to exercise
                                                London Good Delivery bars of silver                      redemption privileges for physical gold               Good Delivery bars will no longer be
                                                with an aggregate value (as at the                       and silver bullion must do so by                      deemed London Good Delivery once
                                                valuation time on the applicable                         instructing his, her or its broker, who               received by the Unitholder. Costs
                                                redemption date in the month during                      must be a direct or indirect participant              associated with the redemption of Units
                                                                                                         of CDS Clearing and Depository Services               and the delivery of physical gold and
                                                  28 CME Group is a member of the Intermarket            Inc. or The Depository Trust Company,                 silver bullion will be borne by the
                                                Surveillance Group (‘‘ISG’’). See note 35, infra.        to deliver to the Transfer Agent on                   redeeming Unitholder.


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                                                55902                       Federal Register / Vol. 82, No. 225 / Friday, November 24, 2017 / Notices

                                                   The armored transportation service                   Net Asset Value                                          responsibility to the Valuation Agent
                                                carrier will receive physical gold and                     According to the Proxy Circular, the                  under the valuation services agreement),
                                                silver bullion in connection with a                     Valuation Agent will calculate the NAV                   to which the above valuation principles
                                                redemption of Units approximately 10                    for each class of Units as of 4:00 p.m.,                 cannot or should not be applied, will be
                                                business days after the end of the month                E.T., on each business day. The NAV as                   the fair value thereof determined from
                                                in which the Bullion Redemption                         of the valuation time on each business                   time to time in such manner as the
                                                Notice is processed. Once the physical                  day will be the amount obtained by                       Manager (or the Valuation Agent, as the
                                                gold and silver bullion representing the                deducting from the aggregate fair market                 case may be) will from time to time
                                                redeemed Units has been placed with                                                                              provide; and
                                                                                                        value of the assets of the Trust as of
                                                the armored transportation service                                                                                  (v) the value of all assets and
                                                                                                        such date an amount equal to the fair
                                                carrier, the Gold and Silver Custodian                                                                           liabilities of the Trust valued in terms
                                                                                                        value of the liabilities of the Trust                    of a currency other than the currency
                                                will no longer bear the risk of loss of,
                                                                                                        (excluding all liabilities represented by                used to calculate the NAV will be
                                                and damage to, such physical gold and
                                                                                                        outstanding Units, if any) as of such                    converted to the currency used to
                                                silver bullion. In the event of a loss after
                                                                                                        date.30 The NAV per Unit will be                         calculate the NAV by applying the rate
                                                the physical gold and silver bullion has
                                                                                                        determined by dividing the NAV of the                    of exchange obtained from the best
                                                been placed with the armored
                                                                                                        Trust on a date by the total number of                   available sources to the Valuation Agent
                                                transportation service carrier, the
                                                                                                        Units then outstanding on such date.                     as agreed upon by the Manager
                                                Unitholder will not have recourse
                                                                                                        The fair market value of the assets of the               including, but not limited to, the
                                                against the Trust or the Gold and Silver
                                                Custodian.                                              Trust will be determined as follows:                     Trustee or any of its affiliates.
                                                                                                           (i) The value of physical gold and
                                                Redemption of Units for Cash                            silver bullion will be its market value                  Secondary Market Trading
                                                   According to the Proxy Circular,                     based on the price provided by a widely                     According to the Proxy Circular, Units
                                                Unitholders whose Units are redeemed                    recognized pricing service as directed                   may trade in the market at a premium
                                                for cash will be entitled to receive a                  by the Manager and, if such service is                   or discount to the NAV per Unit. The
                                                redemption price per Unit equal to 95%                  not available, such physical gold and                    amount of the discount or premium in
                                                of the lesser of: (i) The volume-weighted               silver bullion will be valued at prices                  the trading price relative to the NAV
                                                average trading price of the Units traded               provided by another pricing service as                   may be influenced by non-concurrent
                                                on the Exchange or, if trading has been                 determined by the Manager, in                            trading hours between the COMEX and
                                                suspended on the Exchange, the trading                  consultation with the Valuation Agent;                   the Exchange and the TSX. According to
                                                price of the shares traded on the TSX,29                   (ii) the value of any cash on hand or                 the Proxy Circular, while the Units will
                                                for the last five days on which the                     on deposit, bills, demand notes,                         trade on the Exchange and the TSX until
                                                respective exchange is open for trading                 accounts receivable, prepaid expenses,                   4:00 p.m., E.T., liquidity in the global
                                                for the month in which the redemption                   and interest accrued and not yet                         gold and silver markets will be reduced
                                                request is processed; and (ii) the NAV                  received, will be deemed to be the full                  after the close of the COMEX at 1:30
                                                of the redeemed Units as of 4:00 p.m.,                  amount thereof unless the Manager                        p.m., E.T. As a result, during this time,
                                                E.T., on the last day of such month on                  determines that any such deposit, bill,                  trading spreads, and the resulting
                                                which the Exchange is open for trading.                 demand note, account receivable,                         premium or discount to the NAV, may
                                                Pursuant to the Exemptive Relief, the                   prepaid expense or interest is not worth                 widen.
                                                redemption price will be permitted to be                the full amount thereof, in which event
                                                                                                        the value thereof will be deemed to be                   Availability of Information Regarding
                                                less than 100% of the NAV per Unit.
                                                                                                        such value as the Manager determines to                  Gold and Silver
                                                Cash redemption proceeds will be
                                                transferred to a redeeming Unitholder                   be the fair value thereof;                                  Currently, the Consolidated Tape Plan
                                                approximately three business days after                    (iii) short-term investments including                does not provide for dissemination of
                                                the end of the month in which such                      notes and money market instruments                       the spot price of a commodity, such as
                                                redemption request is processed by the                  will be valued at cost plus accrued                      gold or silver, over the Consolidated
                                                Trust.                                                  interest;                                                Tape. However, there will be
                                                   To redeem Units for cash, a                             (iv) the value of any security or other               disseminated over the Consolidated
                                                Unitholder must instruct the                            property for which no price quotations                   Tape the quotation and last sale price
                                                Unitholder’s broker to deliver a notice                 are available or, in the opinion of the                  for the Units, as is the case for all equity
                                                to redeem Units for cash (‘‘Cash                        Manager (which may delegate such                         securities traded on the Exchange. In
                                                Redemption Notice’’) to the Transfer                                                                             addition, there is a considerable amount
                                                Agent. The Transfer Agent will be                          30 According to the Manager, the Trust is a mutual
                                                                                                                                                                 of gold and silver price and gold and
                                                permitted to directly accept redemption                 fund under applicable Canadian securities                silver market information available on
                                                                                                        legislation and must calculate its NAV pursuant to
                                                requests. A Cash Redemption Notice                      Part 14 of National Instrument 81–106—Investment         public Web sites and through
                                                must be received by the Transfer Agent                  Fund Continuous Disclosure (‘‘NI 81–106’’), a rule       professional and subscription services.
                                                no later than 4:00 p.m., E.T., on the 15th              applicable to Canadian investment funds and                 Investors may obtain on a 24-hour
                                                day of the month in which the Cash                      administered by Canadian securities regulatory           basis gold or silver pricing information
                                                                                                        authorities. Pursuant to Subsection 14.2(1) of NI
                                                Redemption Notice will be processed or,                 81–106, the Trust must subtract the ‘‘fair value’’ of
                                                                                                                                                                 based on the spot price for an ounce of
                                                if such day is not a business day, then                 its liabilities from the fair value of its assets when   gold or silver from various financial
                                                on the immediately following day that                   calculating its NAV. Subsection 14.2(1.2) of NI 81–      information service providers, such as
                                                is a business day. Any Cash Redemption                  106 defines fair value as (a) the market value based     Reuters and Bloomberg. Reuters and
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                                                Notice received after such time will be                 on reported prices and quotations in an active
                                                                                                        market; or (b) if the market value is not available,
                                                                                                                                                                 Bloomberg provide at no charge on their
                                                processed in the next month.                            or the Manager believes that it is unreliable, a value   Web sites delayed information regarding
                                                                                                        that is fair and reasonable in all the relevant          the spot price of gold and silver and last
                                                  29 The Exchange can receive information               circumstances, and requires the Manager to               sale prices of gold and silver futures, as
                                                regarding transactions on TSX through the               establish and maintain appropriate written policies
                                                Investment Industry Regulatory Organization of          and procedures for determining fair value of the
                                                                                                                                                                 well as information about news and
                                                Canada, which is a member of the ISG. See note 35,      Trust’s assets and liabilities and to consistently       developments in the gold and silver
                                                infra.                                                  follow those policies and procedures.                    market. Reuters and Bloomberg also


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                                                                            Federal Register / Vol. 82, No. 225 / Friday, November 24, 2017 / Notices                                             55903

                                                offer a professional service to                         shorter). The Trust Web site will                     maintain and enforce written policies
                                                subscribers for a fee that provides                     provide the last sale price of the Units              and procedures reasonably designed to
                                                information on gold and silver prices                   as traded in the U.S. market, as well as              prevent the misuse of any material,
                                                directly from market participants. ICAP                 a breakdown, provided on a daily basis,               nonpublic information with respect to
                                                plc provides an electronic trading                      of the holdings of the Trust by metal                 such products, any components of the
                                                platform called EBS for the trading of                  type. The Web site for the Trust will                 related products, any physical asset or
                                                spot gold and silver, as well as a feed                 also provide the information described                commodity underlying the product,
                                                of real-time streaming prices, delivered                in the penultimate paragraph of                       applicable currencies, underlying
                                                as record-based digital data from the                   ‘‘Description of the Arrangement’’                    indexes, related futures or options on
                                                EBS platform to its customer’s market                   above.                                                futures and any related derivative
                                                data platform via Bloomberg or Reuters.                    The Trust’s daily (or as determined by             instruments (including the Units).
                                                   Complete real-time data for gold and                 the Manager in accordance with the
                                                silver futures and options prices traded                trust agreement) NAV will be posted on                   As a general matter, the Exchange has
                                                on the COMEX are available by                           the Trust’s Web site as soon as                       regulatory jurisdiction over its ETP
                                                subscription from Reuters and                           practicable. In addition, the Exchange                Holders and their associated persons,
                                                Bloomberg. The NYMEX also provides                      will make available over the                          which include any person or entity
                                                delayed futures and options information                 Consolidated Tape quotation                           controlling an ETP Holder. A subsidiary
                                                on current and past trading sessions and                information, trading volume, closing                  or affiliate of an ETP Holder that does
                                                market news free of charge on its Web                   prices and NAV per Unit from the                      business only in commodities or futures
                                                site. There are a variety of other public               previous day.                                         contracts would not be subject to
                                                Web sites providing information on gold                                                                       Exchange jurisdiction, but the Exchange
                                                                                                        Criteria for Initial and Continued Listing
                                                and silver, ranging from those                                                                                could obtain information regarding the
                                                specializing in precious metals to sites                   The Trust will be subject to the                   activities of such subsidiary or affiliate
                                                maintained by major newspapers. In                      criteria in NYSE Arca Rule 8.201–E,                   through surveillance sharing agreements
                                                addition, the LBMA Gold Price and the                   including 8.201–E(e), for initial and                 with regulatory organizations of which
                                                LBMA Silver Price are publicly                          continued listing of the Units.                       such subsidiary or affiliate is a member.
                                                available at no charge at                                  A minimum of 100,000 Units will be
                                                                                                        required to be outstanding at the start of               With respect to trading halts, the
                                                www.lbma.org.uk.                                                                                              Exchange may consider all relevant
                                                                                                        trading. The Exchange believes that the
                                                Availability of Information                             anticipated minimum number of Units                   factors in exercising its discretion to
                                                                                                        outstanding at the start of trading is                halt or suspend trading in the Units.
                                                   The intra-day indicative value (‘‘IIV’’)
                                                                                                        sufficient to provide adequate market                 Trading on the Exchange in the Units
                                                per Unit will be disseminated by one or
                                                                                                        liquidity.                                            may be halted because of market
                                                more major market data vendors. The
                                                                                                                                                              conditions or for reasons that, in the
                                                IIV will be calculated based on the                     Trading Rules                                         view of the Exchange, make trading in
                                                amount of gold and silver held by the
                                                                                                           The Exchange deems the Units to be                 the Units inadvisable. These may
                                                Trust and a price of gold and silver
                                                derived from updated bids and offers                    equity securities, thus rendering trading             include: (1) The extent to which
                                                indicative of the spot prices of gold and               in the Units subject to the Exchange’s                conditions in the underlying gold or
                                                silver.31                                               existing rules governing the trading of               silver market have caused disruptions
                                                   The IIV will be widely disseminated                  equity securities. Trading in the Units               and/or lack of trading; or (2) whether
                                                on a per Unit basis every 15 seconds                    on the Exchange will occur in                         other unusual conditions or
                                                during the NYSE Arca Core Trading                       accordance with NYSE Arca Rule 7.34–                  circumstances detrimental to the
                                                Session by one or more major market                     E(a). The Exchange has appropriate                    maintenance of a fair and orderly
                                                data vendors. In addition, the IIV will be              rules to facilitate transactions in the               market are present. In addition, trading
                                                available through on-line information                   Units during all trading sessions. As                 in Units will be subject to trading halts
                                                services.                                               provided in NYSE Arca Rule 7.6–E, the                 caused by extraordinary market
                                                   The Web site for the Trust, which will               minimum price variation (‘‘MPV’’) for                 volatility pursuant to the Exchange’s
                                                be publicly accessible at no charge, will               quoting and entry of orders in equity                 ‘‘circuit breaker’’ rule.33
                                                contain the following information: (a)                  securities traded on the NYSE Arca
                                                                                                                                                                 The Exchange will halt trading in the
                                                The mid-point of the bid/ask price 32 at                Marketplace is $0.01, with the exception
                                                                                                        of securities that are priced less than               Units if the NAV of the Trust is not
                                                the close of trading in relation to the                                                                       calculated or disseminated daily. The
                                                NAV as of the time the NAV is                           $1.00 for which the MPV for order entry
                                                                                                        is $0.0001.                                           Exchange may halt trading during the
                                                calculated (‘‘Bid/Ask Price’’) and a                                                                          day in which an interruption occurs to
                                                calculation of the premium or discount                     Further, NYSE Arca Rule 8.201–E sets
                                                                                                        forth certain restrictions on Equity                  the dissemination of the IIV. If the
                                                of such price against such NAV; and (b)                                                                       interruption to the dissemination of the
                                                data in chart format displaying the                     Trading Permit Holders (‘‘ETP Holders’’)
                                                                                                        acting as registered Market Makers in                 IIV persists past the trading day in
                                                frequency distribution of discounts and                                                                       which it occurs, the Exchange will halt
                                                premiums of the Bid/Ask Price against                   the Units to facilitate surveillance.
                                                                                                        Pursuant to NYSE Arca Rule 8.201–E(g),                trading no later than the beginning of
                                                the NAV, within appropriate ranges, for
                                                                                                        an ETP Holder acting as a registered                  the trading day following the
                                                each of the four previous calendar
                                                                                                        Market Maker in the Units is required to              interruption. In addition, if the
                                                quarters (or for the life of the Trust, if
                                                                                                        provide the Exchange with information                 Exchange becomes aware that the NAV
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                                                  31 The IIV on a per Unit basis disseminated           relating to its trading in the underlying             with respect to the Units is not
                                                during the NYSE Arca Core Trading Session should        gold and silver and related futures or                disseminated to all market participants
                                                not be viewed as a real-time update of the NAV,         options on futures or any other related               at the same time, it will halt trading in
                                                which will be calculated once a day.                    derivatives. Commentary .04 of NYSE                   the Units until such time as the NAV is
                                                  32 The bid/ask price of the Trust is determined
                                                                                                        Arca Rule 6.3–E requires an ETP Holder                available to all market participants.
                                                using the highest bid and lowest offer on the
                                                Consolidated Tape as of the time of calculation of      acting as a registered Market Maker, and
                                                the closing day NAV.                                    its affiliates, in the Units to establish,              33 See   NYSE Arca Rule 7.12–E.



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                                                55904                       Federal Register / Vol. 82, No. 225 / Friday, November 24, 2017 / Notices

                                                Surveillance                                            material, non-public information by its                 open market and, in general, to protect
                                                   The Exchange represents that trading                 employees.                                              investors and the public interest.
                                                in the Units will be subject to the                        All statements and representations                      The Exchange believes that the
                                                existing trading surveillances                          made in this filing regarding (a) the                   proposed rule change is designed to
                                                administered by the Exchange, as well                   description of the portfolio, (b)                       prevent fraudulent and manipulative
                                                as cross-market surveillances                           limitations on portfolio holdings or                    acts and practices in that the Units will
                                                administered by the Financial Industry                  reference assets and (c) the applicability              be listed and traded on the Exchange
                                                Regulatory Authority (‘‘FINRA’’) on                     of Exchange listing rules specified in                  pursuant to the initial and continued
                                                behalf of the Exchange, which are                       this rule filing shall constitute                       listing criteria in NYSE Arca Rule
                                                designed to detect violations of                        continued listing requirements for                      8.201–E. The Exchange has in place
                                                Exchange rules and applicable federal                   listing the Units on the Exchange.                      surveillance procedures that are
                                                securities laws.34 The Exchange                            The Manager will represent to the                    adequate to properly monitor trading in
                                                represents that these procedures are                    Exchange that it will advise the                        the Units in all trading sessions and to
                                                adequate to properly monitor Exchange                   Exchange of any failure by the Trust to                 deter and detect violations of Exchange
                                                trading of the Units in all trading                     comply with the continued listing                       rules and applicable federal securities
                                                sessions and to deter and detect                        requirements, and, pursuant to its                      laws. The Exchange or FINRA, on behalf
                                                violations of Exchange rules and federal                obligations under Section 19(g)(1) of the               of the Exchange, or both, will
                                                securities laws applicable to trading on                Exchange Act, the Exchange will                         communicate as needed regarding
                                                the Exchange.                                           monitor for compliance with the                         trading in the Units with other markets
                                                   The surveillances referred to above                  continued listing requirements. If the                  that are members of the ISG, and the
                                                generally focus on detecting securities                 Trust is not in compliance with the                     Exchange or FINRA, on behalf of the
                                                trading outside their normal patterns,                  applicable listing requirements, the                    Exchange, or both, may obtain trading
                                                which could be indicative of                            Exchange will commence delisting                        information regarding trading in the
                                                manipulative or other violative activity.               procedures under NYSE Arca Rule 5.5–                    Units from such markets. In addition,
                                                When such situations are detected,                      E(m).                                                   the Exchange may obtain information
                                                surveillance analysis follows and                                                                               regarding trading in the Units from
                                                                                                        Information Bulletin                                    markets that are members of ISG or with
                                                investigations are opened, where
                                                appropriate, to review the behavior of                                                                          which the Exchange has in place a
                                                                                                           Prior to the commencement of
                                                all relevant parties for all relevant                                                                           CSSA, including COMEX. Also,
                                                                                                        trading, the Exchange will inform its
                                                trading violations.                                                                                             pursuant to NYSE Arca Rule 8.201–E(g),
                                                                                                        ETP Holders in an ‘‘Information
                                                   The Exchange or FINRA, on behalf of                                                                          the Exchange is able to obtain
                                                                                                        Bulletin’’ of the special characteristics
                                                the Exchange, or both, will                                                                                     information regarding trading in the
                                                                                                        and risks associated with trading the
                                                communicate as needed regarding                                                                                 Units and the underlying gold and silver
                                                                                                        Units. Specifically, the Information
                                                trading in the Units with other markets                                                                         through ETP Holders acting as
                                                                                                        Bulletin will discuss the following: (1)
                                                and other entities that are members of                                                                          registered Market Makers, in connection
                                                                                                        Redemptions of Units; (2) NYSE Arca
                                                the ISG, and the Exchange or FINRA, on                                                                          with such ETP Holders’ proprietary or
                                                                                                        Rule 9.2–E(a), which imposes a duty of
                                                behalf of the Exchange, or both, may                                                                            customer trades through ETP Holders
                                                                                                        due diligence on its ETP Holders to
                                                obtain trading information regarding                                                                            which they effect on any relevant
                                                                                                        learn the essential facts relating to every
                                                trading in the Units from such markets                                                                          market.
                                                                                                        customer prior to trading the Units; (3)
                                                and other entities. In addition, the                    how information regarding the IIV is                       The proposed rule change is designed
                                                Exchange may obtain information                         disseminated; and (4) trading                           to promote just and equitable principles
                                                regarding trading in the Units from                     information.                                            of trade and to protect investors and the
                                                markets and other entities that are                                                                             public interest. There is a considerable
                                                                                                           In addition, the Information Bulletin                amount of gold and silver price and gold
                                                members of ISG or with which the                        will reference that the Trust is subject
                                                Exchange has in place a comprehensive                                                                           and silver market information available
                                                                                                        to various fees and expenses as                         on public Web sites and through
                                                surveillance sharing agreement                          described in the Proxy Circular. The
                                                (‘‘CSSA’’).35                                                                                                   professional and subscription services.
                                                                                                        Information Bulletin will disclose that                 Investors may obtain on a 24-hour basis
                                                   Also, pursuant to NYSE Arca Rule                     information about the Units of the Trust
                                                8.201–E(g), the Exchange is able to                                                                             gold or silver pricing information based
                                                                                                        is publicly available on the Trust’s Web                on the spot price for an ounce of gold
                                                obtain information regarding trading in                 site.
                                                the Units and the underlying gold and                                                                           or silver from various financial
                                                silver and related futures or options on                   The Information Bulletin will also                   information service providers. Complete
                                                futures or any other related derivatives                discuss any relief, if granted, by the                  real-time data for gold and silver futures
                                                through ETP Holders acting as                           Commission or the staff from any rules                  and options prices traded on the
                                                registered Market Makers, in connection                 under the Exchange Act.                                 COMEX are available by subscription
                                                with such ETP Holders’ proprietary or                   2. Statutory Basis                                      from Reuters and Bloomberg. In
                                                customer trades through ETP Holders                                                                             addition, the LBMA Gold Price and
                                                which they effect on any relevant                          The basis under the Exchange Act for                 LBMA Silver Price are publicly
                                                market.                                                 this proposed rule change is the                        available at no charge at
                                                   The Exchange also has a general                      requirement under Section 6(b)(5) 36                    www.lbma.org.uk. The Trust’s daily (or
                                                                                                        that an exchange have rules that are                    as determined by the Manager in
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                                                policy prohibiting the distribution of
                                                                                                        designed to prevent fraudulent and                      accordance with the trust agreement)
                                                  34 FINRA conducts cross-market surveillances on       manipulative acts and practices, to                     NAV will be posted on the Trust’s Web
                                                behalf of the Exchange pursuant to a regulatory         promote just and equitable principles of                site as soon as practicable. The Trust’s
                                                services agreement. The Exchange is responsible for     trade, to remove impediments to, and                    Web site will provide an IIV per Unit,
                                                FINRA’s performance under this regulatory services
                                                agreement.
                                                                                                        perfect the mechanism of a free and                     as calculated by a third party financial
                                                  35 For the list of current members of ISG, see                                                                data provider during the Exchange’s
                                                https://www.isgportal.org/home.html.                      36 15   U.S.C. 78f(b)(5).                             Core Trading Session.


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                                                                            Federal Register / Vol. 82, No. 225 / Friday, November 24, 2017 / Notices                                                55905

                                                   Quotation and last-sale information                  C. Self-Regulatory Organization’s                     public in accordance with the
                                                regarding the Units will be disseminated                Statement on Comments on the                          provisions of 5 U.S.C. 552, will be
                                                through the facilities of the                           Proposed Rule Change Received From                    available for Web site viewing and
                                                Consolidated Tape Association. The IIV                  Members, Participants, or Others                      printing in the Commission’s Public
                                                will be widely disseminated on a per                      No written comments were solicited                  Reference Room, 100 F Street NE.,
                                                Unit basis every 15 seconds during the                                                                        Washington, DC 20549 on official
                                                                                                        or received with respect to the proposed
                                                NYSE Arca Core Trading Session by one                                                                         business days between the hours of
                                                                                                        rule change.
                                                or more major market data vendors. In                                                                         10:00 a.m. and 3:00 p.m. Copies of the
                                                addition, the IIV will be available                     III. Date of Effectiveness of the                     filing also will be available for
                                                through on-line information services.                   Proposed Rule Change and Timing for                   inspection and copying at the principal
                                                The Exchange represents that the                        Commission Action                                     office of the Exchange. All comments
                                                Exchange may halt trading during the                      Within 45 days of the date of                       received will be posted without change.
                                                day in which an interruption to the                     publication of this notice in the Federal             Persons submitting comments are
                                                dissemination of the IIV occurs. If the                 Register or within such longer period                 cautioned that we do not redact or edit
                                                interruption to the dissemination of the                up to 90 days (i) as the Commission may               personal identifying information from
                                                IIV persists past the trading day in                                                                          comment submissions. You should
                                                                                                        designate if it finds such longer period
                                                which it occurred, the Exchange will                                                                          submit only information that you wish
                                                                                                        to be appropriate and publishes its
                                                halt trading no later than the beginning                                                                      to make available publicly. All
                                                                                                        reasons for so finding or (ii) as to which
                                                of the trading day following the                                                                              submissions should refer to File
                                                                                                        the self-regulatory organization
                                                interruption. In addition, if the                                                                             Number SR–NYSEArca–2017–131 and
                                                                                                        consents, the Commission will:
                                                Exchange becomes aware that the NAV                                                                           should be submitted on or before
                                                                                                          (A) By order approve or disapprove
                                                with respect to the Units is not                                                                              December 15, 2017.
                                                                                                        the proposed rule change, or
                                                disseminated to all market participants                   (B) institute proceedings to determine                For the Commission, by the Division of
                                                at the same time, it will halt trading in               whether the proposed rule change                      Trading and Markets, pursuant to delegated
                                                                                                                                                              authority.37
                                                the Units until such time as the NAV is                 should be disapproved.
                                                available to all market participants. The                                                                     Eduardo A. Aleman,
                                                                                                        IV. Solicitation of Comments                          Assistant Secretary.
                                                NAV per Unit will be calculated daily
                                                and made available to all market                          Interested persons are invited to                   [FR Doc. 2017–25347 Filed 11–22–17; 8:45 am]
                                                participants at the same time. One or                   submit written data, views, and                       BILLING CODE 8011–01–P
                                                more major market data vendors will                     arguments concerning the foregoing,
                                                disseminate for the Trust on a daily                    including whether the proposed rule
                                                basis information with respect to the                   change is consistent with the Act.                    SECURITIES AND EXCHANGE
                                                recent NAV per Unit and Units                           Comments may be submitted by any of                   COMMISSION
                                                outstanding.                                            the following methods:                                [Release No. 34–82109; File Nos. SR–LCH
                                                   The proposed rule change is designed                 Electronic Comments                                   SA–2017–006; SR–LCH SA–2017–007]
                                                to perfect the mechanism of a free and                     • Use the Commission’s Internet                    Self-Regulatory Organizations; LCH
                                                open market and, in general, to protect                 comment form (http://www.sec.gov/                     SA; Order Approving Proposed Rule
                                                investors and the public interest in that               rules/sro.shtml); or                                  Changes To Add Rules Related to the
                                                it will facilitate the listing and trading                 • Send an email to rule-comments@                  Clearing of Options on Index Credit
                                                of an additional type of exchange-traded                sec.gov. Please include File Number SR–               Default Swaps
                                                product that will enhance competition                   NYSEArca–2017–131 on the subject
                                                among market participants, to the                       line.                                                 November 17, 2017.
                                                benefit of investors and the marketplace.                                                                     I. Introduction
                                                As noted above, the Exchange has in                     Paper Comments
                                                place surveillance procedures relating to                                                                        On August 1, 2017 and August 18,
                                                                                                           • Send paper comments in triplicate
                                                trading in the Units and may obtain                                                                           2017, Banque Centrale de
                                                                                                        to Secretary, Securities and Exchange
                                                information via ISG from other                                                                                Compensation, which conducts
                                                                                                        Commission, 100 F Street NE.,
                                                exchanges that are members of ISG or                                                                          business under the name LCH SA (‘‘LCH
                                                                                                        Washington, DC 20549–1090.
                                                with which the Exchange has entered                                                                           SA’’), filed with the Securities and
                                                                                                        All submissions should refer to File                  Exchange Commission (‘‘Commission’’),
                                                into a CSSA. In addition, as noted                      Number SR–NYSEArca–2017–131. This
                                                above, investors will have ready access                                                                       pursuant to Section 19(b)(1) of the
                                                                                                        file number should be included on the                 Securities Exchange Act of 1934
                                                to information regarding gold and silver                subject line if email is used. To help the
                                                pricing and gold and silver futures                                                                           (‘‘Act’’) 1 and Rule 19b–4 thereunder,2
                                                                                                        Commission process and review your                    proposed rule changes (SR–LCH SA–
                                                information.                                            comments more efficiently, please use                 2017–007 and SR–LCH SA–2017–006,
                                                B. Self-Regulatory Organization’s                       only one method. The Commission will                  respectively) to amend LCH SA’s (1)
                                                Statement on Burden on Competition                      post all comments on the Commission’s                 CDS Clearing Rule Book (the ‘‘Rule
                                                                                                        Internet Web site (http://www.sec.gov/                Book’’); (2) CDS Clearing Supplement
                                                  The Exchange does not believe that                    rules/sro.shtml). Copies of the                       (the ‘‘Clearing Supplement’’); (3) CDS
                                                the proposed rule change will impose                    submission, all subsequent                            Clearing Procedures (the ‘‘CDS Clearing
                                                any burden on competition that is not                   amendments, all written statements
sradovich on DSK3GMQ082PROD with NOTICES




                                                                                                                                                              Procedures’’); (4) CDS Dispute
                                                necessary or appropriate in furtherance                 with respect to the proposed rule                     Resolution Protocol (the ‘‘Dispute
                                                of the purposes of the Exchange Act.                    change that are filed with the                        Resolution Protocol); (5) Reference
                                                The Exchange believes the proposed                      Commission, and all written                           Guide: CDS Margin Framework
                                                rule change will enhance competition                    communications relating to the
                                                by accommodating Exchange trading of                    proposed rule change between the                        37 17 CFR 200.30–3(a)(12).
                                                an additional exchange-traded product                   Commission and any person, other than                   1 15 U.S.C. 78s(b)(1).
                                                relating to physical gold and silver.                   those that may be withheld from the                     2 17 CFR 240.19b–4.




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Document Created: 2017-11-22 23:34:05
Document Modified: 2017-11-22 23:34:05
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation82 FR 55898 

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