82 FR 60654 - Self-Regulatory Organizations; Cboe Exchange, Inc.; Cboe C2 Exchange, Inc.; Order Granting Accelerated Approval to a Proposed Rule Change Relating to Its Nominating and Governance Committee and Regulatory Oversight and Compliance Committee as Well as Its Director Nomination and Committee Appointment Process
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 82, Issue 244 (December 21, 2017)
Federal Register Volume 82, Issue 244 (December 21, 2017)
| Page Range | 60654-60656 | |
| FR Document | 2017-27465 |
[Federal Register Volume 82, Number 244 (Thursday, December 21, 2017)] [Notices] [Pages 60654-60656] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2017-27465] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82336; File No. SR-CBOE-2017-072; SR-C2-2017-030] Self-Regulatory Organizations; Cboe Exchange, Inc.; Cboe C2 Exchange, Inc.; Order Granting Accelerated Approval to a Proposed Rule Change Relating to Its Nominating and Governance Committee and Regulatory Oversight and Compliance Committee as Well as Its Director Nomination and Committee Appointment Process December 15, 2017. I. Introduction On November 14, 2017, Cboe C2 Exchange, Inc. (``C2'') and on November 15, 2017, Cboe Exchange, Inc. (``Cboe'' and, together with C2, the ``Exchanges'') filed with the Securities and Exchange Commission (``Commission''), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ proposed rule changes to eliminate their Nominating and Governance Committees (``N&G Committee''); amend the process by which (i) directors are elected, (ii) committee appointments are made, and (iii) vacancies are filled; and rename their Regulatory Oversight and Compliance Committees (``ROCC'').\3\ The proposed rule changes were published for comment in the Federal Register on November 27, 2017.\4\ The Commission received no comments on the proposals. This order approves the proposed rule changes on an accelerated basis. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b 4. \3\ In addition, the Exchanges propose to make several formatting changes throughout their Bylaws as well as to change their names in the title and signature lines in their Certificates of Incorporation (``Certificates'') to reflect recent changes to their legal names. \4\ See Securities Exchange Act Release No. 82119 (November 20, 2017), 82 FR 56085 (SR-CBOE-2017-072); Securities Exchange Act Release No. 82120 (November 20, 2017), 82 FR 56069 (SR-C2-2017-030) (``Notices''). --------------------------------------------------------------------------- II. Description of the Proposal First, the Exchanges propose to eliminate their N&G Committees and provide that the sole stockholder of the Exchanges (Cboe Global Markets, Inc.) shall nominate and elect directors at the annual meetings of the sole stockholder, except with respect to fair- representation directors (``Representative Directors'').\5\ As a consequence of the elimination of the N&G Committee, the Exchanges propose conforming changes to reallocate its responsibility. Specifically, the Exchanges propose to amend the definition of ``Representative Director Nominating Body'' to provide that if an Exchange's Board of Directors (``Board'') has two or more Industry Directors, excluding directors that are Exchange employees, those Industry Directors shall act as the Representative Director Nominating Body. If there are fewer than two Industry Directors on the Board (excluding directors that are employees of the Exchange), then the Trading Permit Holder Subcommittee of the Advisory Board shall act as the Representative Director Nominating Body. The Exchanges further propose to amend their Bylaws and Certificates to provide that the sole stockholder is bound to nominate and elect the Representative Directors nominees recommended by the Representative Director Nominating Body or, in the event of a petition candidate, the Representative Director nominees who receive the most votes pursuant to a Run-off Election. Lastly, the Exchanges each propose to amend Section 3.1 of their Bylaws to provide that the Board is responsible for determining whether a director candidate satisfies the applicable qualifications for election as a director. --------------------------------------------------------------------------- \5\ See id. at 56086 and 56069, respectively. --------------------------------------------------------------------------- Second, the Exchanges propose to transfer the N&G Committee's current authority with respect to committee appointments to their Boards (or appropriate subcommittee of the Board).\6\ Specifically, the Exchanges propose to amend Section 4.2 and 6.1 of their Bylaws to state that members of the Executive Committee and Advisory Board will be appointed by the Board. The Exchanges also propose to amend Section 4.4 of their Bylaws to state that members of the ROCC will be appointed by the Board on the recommendation of the Non-Industry Directors of the Board. Lastly, Cboe proposes to amend its Rule 2.1 to provide that the Board shall appoint the Chairman, Vice Chairman (if any) and members to the Business Conduct Committee (``BCC'') as well as fill any vacancies on the BCC. --------------------------------------------------------------------------- \6\ See id. at 56086 and 56070, respectively. --------------------------------------------------------------------------- Third, the Exchanges propose to amend their Bylaws to alter the process for filling director vacancies.\7\ Specifically, the Exchanges propose to amend Section 3.4 of their Bylaws to provide that in the event any Industry or Non-Industry Director fails to maintain the required qualifications and the director's term is accordingly terminated, the sole stockholder, instead of the Board, shall be able to fill the [[Page 60655]] vacancy.\8\ The Exchanges also propose to amend Section 3.5 of their Bylaws to provide the sole stockholder with authority to fill vacancies so long as the elected director qualifies for the position. Additionally, with respect to vacancies among the Representative Directors, the Representative Director Nominating Body will recommend an individual, or provide a list of recommended individuals, to the sole stockholder who shall select and fill the position. --------------------------------------------------------------------------- \7\ See id. at 56086 and 56070, respectively. \8\ Amended Section 3.4 would also provide that if such terminated director requalified, the sole stockholder would have discretion to reappoint such director, including by increasing the size of the Board, should that be necessary. --------------------------------------------------------------------------- Fourth, the Exchanges propose to change the name of the ROCC to the ``Regulatory Oversight Committee'' (``ROC'').\9\ As such, the Exchanges propose to remove the word ``Compliance'' from references to the ``ROCC'' in the Bylaws and, as applicable, Exchange rules. --------------------------------------------------------------------------- \9\ The Exchanges note that the regulatory oversight committees of its affiliated exchanges does not use the term ``Compliance'' in their Committees' name. See Notices, supra note 5 at 56087 n.8 and 56070 n.8, respectively. --------------------------------------------------------------------------- Finally, the Exchanges propose to change their names in the title and signature lines in their Certificates to reflect recent changes to their legal names.\10\ --------------------------------------------------------------------------- \10\ Other technical formatting changes occur throughout the Bylaws as a result of the Exchanges proposed changes. See Notices, supra note 5 at 56087 and 56070, respectively. --------------------------------------------------------------------------- III. Discussion and Commission Findings After careful review, the Commission finds that the proposed rule changes are consistent with the requirements of Section 6 of the Act \11\ and the rules and regulations thereunder applicable to a national securities exchange.\12\ In particular, the Commission finds that the proposed rule changes are consistent with Sections 6(b)(1) the Act,\13\ which require a national securities exchange to be so organized and have the capacity to be able to carry out the purposes of the Act, and to comply and to enforce compliance by its members and persons associated with its members with the provisions of the Act, the rules and regulations thereunder, and the rules of the Exchange. The Commission also finds that the proposed rule changes are consistent with Section 6(b)(3) of the Act,\14\ which requires that the rules of a national securities exchange assure the fair representation of its members in the selection of its directors and administration of its affairs, and provide that one or more directors shall be representative of issuers and investors and not be associated with a member of the exchange, broker, or dealer. --------------------------------------------------------------------------- \11\ 15 U.S.C. 78f(b). \12\ In approving these proposed rule changes, the Commission has considered the proposed rules' impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). \13\ 15 U.S.C. 78f(b)(1). \14\ 15 U.S.C. 78f(b)(3). --------------------------------------------------------------------------- The Commission believes that the Exchanges' proposals to eliminate their N&G Committees and reassign the N&G Committees' responsibilities are consistent with the Act. In particular, with respect to vesting the authority to nominate and elect directors in the sole stockholder, the Exchanges cite to the rules of another Exchange that similarly does not maintain an exchange-level nominating committee and instead provides that the sole stockholder of the Exchange nominates and elects their non-fair representation directors.\15\ Importantly, the Commission notes that the proposed rule changes do not substantively impact the provisions concerning the nomination and selection of fair representation directors that currently apply to the Exchanges. The sole stockholder will continue to be bound to nominate and elect the Representative Director nominees recommended by the Representative Director Nominating Body and there are no other changes to the process for the nomination and selection of Representative Directors. Accordingly, the Commission believes that members of the Exchanges should continue to have a voice in the governance of the Exchanges through Board representation and thus will have a voice in the Exchanges' exercise of their self-regulatory authority. The Exchanges represent that they are not proposing to amend any of the compositional requirements currently set forth in the Bylaws and that such existing compositional requirements must continue to be satisfied, including the provision relating to the fair representation of members.\16\ --------------------------------------------------------------------------- \15\ See Section 3.02(f) of the Amended and Restated NYSE Arca, Inc. Bylaws. See also Notices, supra note 5 at 56086 and 56069, respectively. \16\ See id. at 56087 and 56071, respectively. --------------------------------------------------------------------------- In addition, with respect to providing the Board, as opposed to the N&G Committee, with the authority to recommend and approve members of the Executive Committee, Advisory Board, ROC and BCC, the Commission notes that other exchanges provide that their Boards, without input from a nominating committee, may appoint members to committees.\17\ While the internal Exchange delegations of the authority relating to the (i) nomination and election of directors, (ii) nominating body for Representative Directors, (iii) filling of director vacancies and (iv) appointment of committees are being amended, the Exchanges represent that the substantive requirements of the Exchanges applicable to those items will remain the same.\18\ --------------------------------------------------------------------------- \17\ See e.g., Eleventh Amended and Restated Operating Agreement of New York Stock Exchange, LLC, Section 2.03(h) and By-Laws of Nasdaq Phlx LLC, Section 5-3. \18\ See id. --------------------------------------------------------------------------- The Commission further believes that the proposals to change the name of the ROCC to the ROC are consistent with the Act as they may clarify the scope of the ROC's activities. Moreover, the Exchanges note that changing the name of the committee would harmonize the names with the name of the regulatory oversight committee of their affiliated exchanges.\19\ --------------------------------------------------------------------------- \19\ See supra note 10. --------------------------------------------------------------------------- Finally, the Commission believes that the proposals to update the exchanges' names in their Certificates are consistent with the Act as they may also serve to reduce potential confusion by ensuring the Exchanges' corporate documents reflect their recent name changes. IV. Accelerated Approval of Proposed Rule Changes The Commission finds good cause, pursuant to Section 19(b)(2) of the Act,\20\ to approve the proposed rule changes prior to the 30th day after the date of publication of the Notices in the Federal Register.\21\ The Commission believes that the proposed rule changes do not raise novel regulatory issues and are substantively similar to the existing rules of other national securities exchanges.\22\ In particular, the Commission notes that the proposed rule changes do not substantively impact the provisions concerning the nomination and selection of fair representation directors that currently apply to the Exchanges. Members of the Exchanges should continue to have an opportunity to participate in the selection of Board representation and have input into the Exchanges' exercise of self-regulatory authority. In addition, the Commission did not receive any comment on the proposed changes. Accordingly, the Commission finds that good cause exists to approve the proposed rule changes on an accelerated basis. --------------------------------------------------------------------------- \20\ 15 U.S.C. 78s(b)(2). \21\ As noted above, the Notices were published for comment in the Federal Register on November 27, 2017 and the comment period closed on December 12, 2017. Accordingly, the 30th day after publication of the Notices is December 27, 2017. \22\ See notes 15 and 17, supra. --------------------------------------------------------------------------- [[Page 60656]] V. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act \23\ that the proposed rule changes (SR-CBOE-2017-072; SR-C2-2017-030) be, and hereby are, approved on an accelerated basis. --------------------------------------------------------------------------- \23\ 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\24\ --------------------------------------------------------------------------- \24\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Robert W. Errett, Deputy Secretary. [FR Doc. 2017-27465 Filed 12-20-17; 8:45 am] BILLING CODE 8011-01-P
![60654 Federal Register / Vol. 82, No. 244 / Thursday, December 21, 2017 / Notices
inspection and copying at the principal SECURITIES AND EXCHANGE conforming changes to reallocate its
office of the Exchange. All comments COMMISSION responsibility. Specifically, the
received will be posted without change. Exchanges propose to amend the
[Release No. 34–82336; File No. SR–CBOE–
Persons submitting comments are definition of ‘‘Representative Director
2017–072; SR–C2–2017–030]
cautioned that we do not redact or edit Nominating Body’’ to provide that if an
personal identifying information from Self-Regulatory Organizations; Cboe Exchange’s Board of Directors (‘‘Board’’)
comment submissions. You should Exchange, Inc.; Cboe C2 Exchange, has two or more Industry Directors,
submit only information that you wish Inc.; Order Granting Accelerated excluding directors that are Exchange
to make available publicly. All Approval to a Proposed Rule Change employees, those Industry Directors
Relating to Its Nominating and shall act as the Representative Director
submissions should refer to File
Governance Committee and Nominating Body. If there are fewer
Number SR–Phlx–2017–79, and should
Regulatory Oversight and Compliance than two Industry Directors on the
be submitted on or before January 11, Board (excluding directors that are
2018. Committee as Well as Its Director
Nomination and Committee employees of the Exchange), then the
V. Accelerated Approval of Appointment Process Trading Permit Holder Subcommittee of
Amendment No. 2 the Advisory Board shall act as the
December 15, 2017. Representative Director Nominating
The Commission finds good cause to Body. The Exchanges further propose to
I. Introduction
approve Amendment No. 2 prior to the amend their Bylaws and Certificates to
thirtieth day after the date of On November 14, 2017, Cboe C2 provide that the sole stockholder is
publication of notice of Amendment No. Exchange, Inc. (‘‘C2’’) and on November bound to nominate and elect the
2 in the Federal Register. As described 15, 2017, Cboe Exchange, Inc. (‘‘Cboe’’ Representative Directors nominees
above, the Exchange proposes to and, together with C2, the ‘‘Exchanges’’) recommended by the Representative
establish a Nonstandard Expirations filed with the Securities and Exchange Director Nominating Body or, in the
Commission (‘‘Commission’’), pursuant event of a petition candidate, the
Pilot Program based upon, and
to Section 19(b)(1) of the Securities Representative Director nominees who
substantially similar to, CBOE’s Rule
Exchange Act of 1934 (‘‘Act’’),1 and receive the most votes pursuant to a
24.9(e), Nonstandard Expirations Pilot Rule 19b–4 thereunder,2 proposed rule Run-off Election. Lastly, the Exchanges
Program, previously approved by the changes to eliminate their Nominating each propose to amend Section 3.1 of
Commission. Amendment No. 2 and Governance Committees (‘‘N&G their Bylaws to provide that the Board
proposes to provide additional data to Committee’’); amend the process by is responsible for determining whether
the Commission that was not applicable which (i) directors are elected, (ii) a director candidate satisfies the
to CBOE’s Nonstandard Expirations committee appointments are made, and applicable qualifications for election as
Pilot Program specifically because it (iii) vacancies are filled; and rename a director.
would provide data to the Commission their Regulatory Oversight and Second, the Exchanges propose to
on the effect of a subsequent pilot Compliance Committees (‘‘ROCC’’).3 transfer the N&G Committee’s current
program on the CBOE’s existing pilot The proposed rule changes were authority with respect to committee
program. The Exchange’s proposed published for comment in the Federal appointments to their Boards (or
Amendment No. 2 does not otherwise Register on November 27, 2017.4 The appropriate subcommittee of the
change its proposal. The Commission Commission received no comments on Board).6 Specifically, the Exchanges
finds good cause, pursuant to Section the proposals. This order approves the propose to amend Section 4.2 and 6.1 of
19(b)(2) of the Act,11 to approve proposed rule changes on an accelerated their Bylaws to state that members of
Amendment No. 2 on an accelerated basis. the Executive Committee and Advisory
basis. Board will be appointed by the Board.
II. Description of the Proposal The Exchanges also propose to amend
VI. Conclusion First, the Exchanges propose to Section 4.4 of their Bylaws to state that
eliminate their N&G Committees and members of the ROCC will be appointed
It is therefore ordered, pursuant to provide that the sole stockholder of the by the Board on the recommendation of
Section 19(b)(2) of the Act,12 that the Exchanges (Cboe Global Markets, Inc.) the Non-Industry Directors of the Board.
proposed rule change (SR–Phlx–2017– shall nominate and elect directors at the Lastly, Cboe proposes to amend its Rule
79), as modified by Amendment No. 1, annual meetings of the sole stockholder, 2.1 to provide that the Board shall
be approved, and Amendment No. 2 except with respect to fair- appoint the Chairman, Vice Chairman
thereto be approved on an accelerated representation directors (if any) and members to the Business
basis, for a pilot period of twelve (‘‘Representative Directors’’).5 As a Conduct Committee (‘‘BCC’’) as well as
months. consequence of the elimination of the fill any vacancies on the BCC.
For the Commission, by the Division of N&G Committee, the Exchanges propose Third, the Exchanges propose to
Trading and Markets, pursuant to delegated
amend their Bylaws to alter the process
authority.13
1 15 U.S.C. 78s(b)(1). for filling director vacancies.7
2 17 CFR 240.19b 4. Specifically, the Exchanges propose to
Robert W. Errett, 3 In addition, the Exchanges propose to make
amend Section 3.4 of their Bylaws to
Deputy Secretary. several formatting changes throughout their Bylaws
as well as to change their names in the title and
provide that in the event any Industry
[FR Doc. 2017–27469 Filed 12–20–17; 8:45 am] or Non-Industry Director fails to
daltland on DSKBBV9HB2PROD with NOTICES
signature lines in their Certificates of Incorporation
BILLING CODE 8011–01–P (‘‘Certificates’’) to reflect recent changes to their maintain the required qualifications and
legal names. the director’s term is accordingly
4 See Securities Exchange Act Release No. 82119
terminated, the sole stockholder, instead
(November 20, 2017), 82 FR 56085 (SR–CBOE–
2017–072); Securities Exchange Act Release No. of the Board, shall be able to fill the
11 15 U.S.C. 78s(b)(2). 82120 (November 20, 2017), 82 FR 56069 (SR–C2–
12 15 U.S.C. 78s(b)(2). 2017–030) (‘‘Notices’’). 6 See id. at 56086 and 56070, respectively.
13 17 CFR 200.30–3(a)(12). 5 See id. at 56086 and 56069, respectively. 7 See id. at 56086 and 56070, respectively.
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![60656 Federal Register / Vol. 82, No. 244 / Thursday, December 21, 2017 / Notices
V. Conclusion received any comments on the proposed Exchange may propose to list and/or
It is therefore ordered, pursuant to rule change. The Commission is trade pursuant to unlisted trading
Section 19(b)(2) of the Act 23 that the publishing this notice to solicit privileges (‘‘UTP’’) Commodity-Based
proposed rule changes (SR–CBOE– comments on Amendment No.2 from Trust Shares.6
2017–072; SR–C2–2017–030) be, and interested persons, and is approving the
The Trust will not be registered as an
hereby are, approved on an accelerated proposed rule change, as modified by
investment company under the
Amendment No. 2, on an accelerated
basis. Investment Company Act of 1940, as
basis.
For the Commission, by the Division of amended,7 and is not required to
Trading and Markets, pursuant to delegated II. Description of the Proposed Rule register under such act. The Trust is not
authority.24 Change, as Modified by Amendment a commodity pool for purposes of the
Robert W. Errett, No. 2 Commodity Exchange Act, as amended.8
Deputy Secretary. In its filing with the Commission, the The Sponsor of the Trust is
[FR Doc. 2017–27465 Filed 12–20–17; 8:45 am] self-regulatory organization included GraniteShares LLC, a Delaware limited
BILLING CODE 8011–01–P statements concerning the purpose of, liability company. The Bank of New
and basis for, the proposed rule change York Mellon is the trustee of the Trust
and discussed any comments it received
(the ‘‘Trustee’’) 9 and ICBC Standard
SECURITIES AND EXCHANGE on the proposed rule change. The text
Bank PLC is the custodian of the Trust
COMMISSION of those statements may be examined at
the places specified in Item IV below. (the ‘‘Custodian’’).10
[Release No. 34–82340; File No. SR– The Commission has previously
NYSEArca–2017–112]
The Exchange has prepared summaries,
set forth in sections A, B, and C below, approved listing on the Exchange under
Self-Regulatory Organizations; NYSE of the most significant parts of such NYSE Arca Rule 8.201–E of other
Arca, Inc.; Notice of Filing of statements. precious metals and palladium-based
Amendment No. 2 and Order A. Self-Regulatory Organization’s commodity trusts, including the ETFS
Approving on an Accelerated Basis a Statement of the Purpose of, and Platinum Trust,11 the ETFS Palladium
Proposed Rule Change, as Modified by Statutory Basis for, the Proposed Rule
Amendment No. 2, To List and Trade Change
6 Commodity-Based Trust Shares are securities
Shares of the GraniteShares Palladium issued by a trust that represents investors’ discrete
Trust Under NYSE Arca Rule 8.201–E 1. Purpose identifiable and undivided beneficial ownership
interest in the commodities deposited into the
The Exchange proposes to list and Trust.
December 15, 2017.
trade shares (‘‘Shares’’) of the 7 15 U.S.C. 80a–1.
I. Introduction GraniteShares Palladium Trust (the 8 17 U.S.C. 1.
‘‘Trust’’), under NYSE Arca Rule 8.201– 9 The Trustee is responsible for the day-to-day
On September 12, 2017, NYSE Arca,
E.5 Under NYSE Arca Rule 8.201–E, the administration of the Trust. The responsibilities of
Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’) filed the Trustee include (1) processing orders for the
with the Securities and Exchange creation and redemption of Baskets; (2)
asset value (‘‘NAV’’) will be calculated; (6)
Commission (‘‘Commission’’), pursuant increased the minimum number of Shares that the coordinating with the Custodian the receipt and
to Section 19(b)(1) of the Securities Exchange will require to be outstanding at the delivery of palladium transferred to, or by, the Trust
Exchange Act of 1934 (‘‘Exchange Act’’ commencement of trading; (7) expanded the in connection with each issuance and redemption
circumstances in which the Exchange would or of Baskets; (3) calculating the net asset value of the
or ‘‘Act’’) 1 and Rule 19b–4 thereunder,2
might halt trading in the Shares; (8) specified that Trust on each business day; and (4) selling the
a proposed rule change to list and trade the Shares would trade in all of the Exchange’s Trust’s palladium as needed to cover the Trust’s
shares of the GraniteShares Palladium trading sessions; (9) represented that palladium expenses. The Trust does not have a Board of
Trust under NYSE Arca Rule 8.201–E. futures trade on significant exchanges, including Directors or persons acting in a similar capacity.
The proposed rule change was the NYMEX (as defined herein), which is regulated 10 The Custodian is responsible for safekeeping
by the CFTC (as defined herein) and is a member
published for comment in the Federal of ISG (as defined herein); and (10) made certain
the palladium owned by the Trust. The Custodian
Register on October 3, 2017.3 On is appointed by the Trustee and is responsible to
technical corrections. Amendment No. 2 is
the Trustee under the Trust’s palladium custody
October 24, 2017, the Exchange filed available at: https://www.sec.gov/comments/sr-
agreements. The Custodian will facilitate the
Amendment No. 1 to the proposed rule nysearca-2017-112/nysearca2017112-2693354-
161503.pdf. transfer of palladium in and out of the Trust
change, which superseded the proposed 5 On September 8, 2017, the Trust submitted to through the unallocated palladium accounts it may
rule change as originally filed. On the Commission its draft registration statement on maintain for each Authorized Participant or
November 16, 2017, the Exchange filed Form S–1 (the ‘‘Registration Statement’’) under the unallocated palladium accounts that may be
Securities Act of 1933 (15 U.S.C. 77a) (‘‘Securities maintained for an Authorized Participant by
Amendment No. 2 to the proposed rule
Act’’). The Jumpstart Our Business Startups Act, another palladium-clearing bank approved by the
change, which superseded the proposed enacted on April 5, 2012, added Section 6(e) to the London Palladium and Palladium Market
rule change as modified by Amendment Securities Act. Section 6(e) of the Securities Act (‘‘LPPM’’), and through the loco London account
No. 1.4 The Commission has not provides that an ‘‘emerging growth company’’ may maintained for the Trust by the Custodian on an
confidentially submit to the Commission a draft unallocated basis pursuant to the Trust unallocated
23 15 U.S.C. 78s(b)(2). registration statement for confidential, non-public account agreement (the ‘‘Trust Unallocated
24 17 review by the Commission staff prior to public Account’’). The Custodian is responsible for
CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
filing, provided that the initial confidential allocating specific bars of palladium to the loco
submission and all amendments thereto shall be London account maintained for the Trust by the
2 17 CFR 240.19b–4.
publicly filed not later than 21 days before the date Custodian on an allocated basis pursuant to the
3 See Securities Exchange Act Release No. 81737
on which the issuer conducts a road show, as such
Trust agreement (the ‘‘Trust Allocated Account’’).
daltland on DSKBBV9HB2PROD with NOTICES
(Sept. 27, 2017), 82 FR 46106. term is defined in Securities Act Rule 433(h)(4). An
4 In Amendment No. 2, the Exchange: (1) Clarified The Custodian will provide the Trustee with regular
emerging growth company is defined in Section
the permitted investments of the Trust (as defined 2(a)(19) of the Securities Act as an issuer with less reports detailing the palladium transfers in and out
herein); (2) supplemented its description of the than $1,000,000,000 total annual gross revenues of the Trust Unallocated Account with the
duties of the Trust Custodian (as defined herein); during its most recently completed fiscal year. The Custodian and identifying the palladium bars held
(3) provided information about palladium futures; Trust meets the definition of an emerging growth in the Trust Allocated Account.
11 Securities Exchange Act Release No. 61219
(4) supplemented its description of the process of company and consequently has submitted its Form
Share (as defined herein)redemptions; (5) S–1 Registration Statement on a confidential basis (December 22, 2009), 74 FR 68886 (December 29,
supplemented its description of how the Trust’s net with the Commission. 2009) (SR–NYSEArca–2009–95).
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Document Created: 2018-10-25 10:59:57
Document Modified: 2018-10-25 10:59:57
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 82 FR 60654 |
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