[Federal Register Volume 86, Number 23 (Friday, February 5, 2021)]
[Notices]
[Pages 8464-8465]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-02403]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91031; File No. SR-NYSEArca-2020-98]


Self-Regulatory Organizations; NYSE Arca, Inc.; Order Approving a 
Proposed Rule Change, as Modified by Amendment No. 1, Regarding the 
Availability of Information for the iShares Gold Trust, the iShares 
Silver Trust, and the iShares S&P GSCI Commodity-Indexed Trust

February 1, 2021.

I. Introduction

    On November 12, 2020, NYSE Arca, Inc. (``NYSE Arca'' or 
``Exchange'') 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\ a 
proposed rule change regarding the availability of information for the 
iShares Gold Trust, the iShares Silver Trust, and the iShares S&P GSCI 
Commodity-Indexed Trust (each, ``Trust'' and collectively, ``Trusts''). 
The proposed rule change was published for comment in the Federal 
Register on November 23, 2020.\3\ On January 8, 2021, NYSE Arca filed 
Amendment No. 1 to the proposed rule change, which replaced the 
proposed rule change in its entirety.\4\ On December 29, 2020, pursuant 
to Section 19(b)(2) of the Exchange Act,\5\ the Commission designated a 
longer period within which to approve the proposed rule change, 
disapprove the proposed rule change, or institute proceedings to 
determine whether to disapprove the proposed rule change.\6\ The 
Commission has received no comments on the proposal. This order 
approves the proposed rule change, as modified by Amendment No. 1.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 90443 (November 17, 
2020), 85 FR 74778.
    \4\ In Amendment No. 1, the Exchange clarified certain of the 
website disclosure requirements and their origins, provided 
additional support for certain arguments supporting its proposal, 
and made technical changes. Because Amendment No. 1 clarified and 
neither materially altered the substance of the proposed rule change 
nor raised any unique or novel regulatory issue, Amendment No. 1 is 
not subject to notice and comment. Amendment No. 1 to the proposed 
rule change is available at: https://www.sec.gov/comments/sr-nysearca-2020-98/srnysearca202098-8218328-227679.pdf.
    \5\ 15 U.S.C. 78s(b)(2).
    \6\ See Securities Exchange Act Release No. 90816, 86 FR 0353 
(January 5, 2021) (designating February 21, 2021 as the date by 
which the Commission shall approve the proposed rule change, 
disapprove the proposed rule change, or institute proceedings to 
determine whether to disapprove the proposed rule change).
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II. The Exchange's Description of the Proposal, as Modified by 
Amendment No. 1

    The Exchange lists shares (collectively, ``Shares'') of the iShares 
Gold Trust (formerly the iShares COMEX Gold Trust), the iShares Silver 
Trust, and the iShares S&P GSCI Commodity-Indexed Trust. The listing 
and trading of shares of the iShares Gold Trust and the iShares Silver 
Trust are subject to NYSE Arca Rule 8.201-E, which governs the listing 
and trading of Commodity-Based Trust Shares on the Exchange; the 
listing and trading of shares of the iShares S&P GSCI Commodity-Indexed 
Trust are subject to NYSE Arca Rule 8.203-E, which governs the listing 
and trading of Commodity Index Trust Shares on the Exchange. The 
listing and trading of the Shares by the Exchange also are subject to 
Exchange representations referenced in various Commission releases.\7\ 
As

[[Page 8465]]

discussed further below, the Exchange proposes to amend the 
requirements to disclose certain information on the Trusts' websites as 
required by the Prior Releases.
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    \7\ See, e.g., Securities Exchange Act Release No. 56041 (July 
11, 2007), 72 FR 39114 (July 17, 2007) (SR-NYSEArca-2007-43) 
(approving the listing and trading of shares of the iShares COMEX 
Gold Trust) (``NYSE Arca Gold Order''); Securities Exchange Act 
Release No. 90547 (December 2, 2020), 85 FR 79060 (December 8, 2020) 
(SR-NYSEArca-2020-99) (notice of certain changes regarding the 
availability of certain information on the websites of the Trusts) 
(``NYSE Arca Notice''); Securities Exchange Act Release No. 58956 
(November 14, 2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca-
2008-124) (Notice of Filing and Order Granting Accelerated Approval 
of Proposed Rule Change to List Shares of iShares Silver Trust) 
(``NYSE Arca Silver Order''); and Securities Exchange Act Release 
No. 56932 (December 7, 2007), 72 FR 71178 (December 14, 2007) (SR-
NYSEArca-2007-112) (approving the listing and trading of shares of 
the iShares S&P GSCI Commodity-Indexed Trust) (``GSCI Order''). The 
NYSE Arca Gold Order, the Amex Silver Order, the GSCI Order, and the 
NYSE Arca Notice are referred to collectively as the ``Prior 
Releases.''
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    Under the Prior Releases, each of the Trusts is required to 
disseminate on its respective website a calculation of the premium or 
discount of the midpoint of the respective bid-ask price against NAV 
and data in chart form displaying the frequency distribution of 
discounts and premiums of such price against the NAV, within 
appropriate ranges for each of the four previous calendar quarters. The 
Exchange proposes to instead require each Trust to disseminate via its 
website the premium or discount of the Official Closing Price (rather 
than the midpoint of the respective bid-ask price) against the NAV as 
of the prior business day, expressed as a percentage of such NAV.\8\ 
Additionally, each Trust would be required to disseminate a table 
showing the number of days its shares traded at a premium or discount 
during the most recently completed calendar year and the most recently 
completed calendar quarters since that year, as well as a line graph 
showing the shares' premiums or discounts for the most recently 
completed calendar year and the most recently completed calendar 
quarters since that year. Other than these changes to the information 
disclosed on the Trusts' websites, each of the Trusts would continue to 
comply with all other representations referenced in the Prior Releases 
(including the website dissemination of other information) and in NYSE 
Arca Rules 8.201-E or 8.203-E (as applicable).
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    \8\ The term ``Official Closing Price'' is defined in NYSE Arca 
Rule 1.1(ll) as the reference price to determine the closing price 
in a security for purposes of Rule 7-E Equities Trading, and the 
procedures for determining the Official Closing Price are set forth 
in that rule.
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III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change, as modified by Amendment No. 1, is consistent with the Act and 
the rules and regulations thereunder applicable to a national 
securities exchange.\9\ In particular, the Commission finds that the 
proposed rule change, as modified by Amendment No. 1, is consistent 
with Section 6(b)(5) of the Act,\10\ which requires, among other 
things, that the Exchange's rules be 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 a national market system, and, in 
general, to protect investors and the public interest.
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    \9\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \10\ 15 U.S.C. 78f(b)(5).
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    The Exchange states that the proposed alternative disclosures would 
be both more specific and more comprehensive than the manner by which 
premium or discount information is currently disseminated by the 
Trusts. By providing the premium and discount information in a table 
and line graph as opposed to only in chart form, and for the previous 
calendar year and the most recently completed quarters following such 
calendar year as opposed to only for the four previous quarters, the 
Trusts would provide market participants with additional information to 
assess market pricing of the Shares against their respective NAVs. 
Additionally, the Exchange states that, by disseminating the premium or 
discount of the Official Closing Price (rather than the midpoint of the 
respective bid-ask price) against the NAV as of the prior business day, 
the Trusts would utilize more up-to-date and reliable pricing 
information available for the Shares compared to midpoints of the bid-
ask prices.
    The Commission believes that the proposed alternative disclosures 
will be at least as useful to market participants as the currently 
disclosed data with respect to the Shares. Correspondingly, the 
Commission believes that the proposed alternative disclosures will not 
negatively impact arbitrage opportunities in the Shares that align the 
market prices of the Shares with their NAVs. For the foregoing reasons, 
the Commission finds that the proposed rule change, as modified by 
Amendment No. 1, is consistent with Section 6(b)(5) of the Act \11\ and 
the rules and regulations thereunder applicable to a national 
securities exchange.\12\
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    \11\ 15 U.S.C. 78f(b)(5).
    \12\ This approval order is based on all of the Exchange's 
statements and representations set forth above and in Amendment No. 
1 to the proposed rule change.
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IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\13\ that the proposed rule change (SR-NYSEArca-2020-98), as 
modified by Amendment No. 1, be, and it hereby is, approved.
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    \13\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-02403 Filed 2-4-21; 8:45 am]
BILLING CODE 8011-01-P


