[Federal Register Volume 82, Number 193 (Friday, October 6, 2017)]
[Notices]
[Pages 46867-46870]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-21536]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81792; File No. SR-NYSEArca-2017-113]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Reflect a Change 
to the Administrator for the London Bullion Market Association Silver 
Price to ICE Benchmark Administration

October 2, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that, on September 21, 2017, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 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 reflect a change to the administrator for 
the London Bullion Market Association (``LBMA'') Silver Price from CME 
Group, Inc. and Thomson Reuters to ICE Benchmark Administration, 
effective as of October 2, 2017. The proposed rule change is available 
on the Exchange's Web site at www.nyse.com, at the principal office of 
the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to reflect a change to the administrator for 
the LBMA Silver Price from CME Group, Inc. (``CME'') and Thomson 
Reuters to ICE Benchmark Administration (``IBA''), effective as of 
October 2, 2017, as described further below.\3\ The LBMA Silver Price 
is the price used with respect to calculation of the net asset value 
for the iShares Silver Trust,\4\ ETFS

[[Page 46868]]

Silver Trust,\5\ and ETFS Precious Metals Basket Trust \6\ (together, 
the ``Silver Trusts''), each of which is currently listed on the 
Exchange under NYSE Arca Rule 8.201-E (Commodity-Based Trust Shares), 
and is the underlying benchmark for ProShares Ultra Silver and 
ProShares UltraShort Silver (together, the ``Silver Funds''),\7\ each 
of which is currently listed on the Exchange under NYSE Arca Rule 
8.200-E (Trust Issued Receipts).
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    \3\ See press release dated July 14, 2017 from Intercontinental 
Exchange (``ICE'') and the LBMA announced [sic] that IBA has been 
chosen as the new administrator for the LBMA Silver Price, which is 
available here: http://www.lbma.org.uk/_blog/lbma_media_centre/post/ice-benchmark-administration-to-take-over-administration-of-the-lbma-silver-price/. See also, ICE press release dated September 21, 
2017, ``ICE Benchmark Administration to Launch LBMA Silver Price on 
2 October 2017'', which is available here: http://ir.theice.com/press/press-releases/all-categories/2017/09-21-2017-110006932?=news_promo.
    \4\ See Securities Exchange Act Release Nos. 58956 (November 14, 
2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca 2008-124) 
(approving listing on the Exchange of the iShares Silver Trust); 
53520 (March 20, 2006), 71 FR 14977 (March 24, 2006) (SR-PCX-2005-
117) (order approving listing and trading of shares of the iShares 
Silver Trust pursuant to unlisted trading privileges); 53521 (March 
20, 2006), 71 FR 14967 (March 24, 2006) (SR-Amex-2005-72) (order 
approving listing and trading on the American Stock Exchange LLC of 
shares of the iShares Silver Trust).
    \5\ See Securities Exchange Act Release No. 59781 (April 17, 
2009), 78 FR 18771 (April 24, 2009) (SR-NYSEArca-2009-28) (notice of 
filing and order granting accelerated approval relating to listing 
and trading of shares of the ETFS Silver Trust).
    \6\ See Securities Exchange Act Release No. 62402 (June 29, 
2010), 75 FR 39292 (July 8, 2010) (SR-NYSEArca-2010-56) (notice of 
filing of proposed rule change to list and trade shares of the ETFS 
Precious Metals Basket Trust); 62692 (August 11, 2010), 75 FR 50789 
(August 17, 2010) (order approving proposed rule change to list and 
trade shares of the ETFS Precious Metals Basket Trust).
    \7\ See Securities Exchange Act Release Nos. 58457 (September 3, 
2008), (73 FR 52711 (September 10, 2008) (SR-NYSEArca-2008-91) 
(notice of filing and order granting accelerated approval of 
proposed rule change regarding listing and trading of shares of 14 
funds of the Commodities and Currency Trust, now the ProShares Trust 
II); 58162 (July 15, 2008), 73 FR 42391 (July 21, 2008) (SR-
NYSEArca-2008-73) (notice of filing and immediate effectiveness of 
proposed rule change relating to trading of shares of 14 funds of 
the Commodities and Currency Trust pursuant to unlisted trading 
privileges). See also Securities Exchange Act Release Nos. 58161 
(July 15, 2008), 73 FR 42380 (July 21, 2008) (SR-Amex-2008-39) 
(order approving listing and trading on the American Stock Exchange 
LLC of shares of 14 funds of the Commodities and Currency Trust); 
57932 (June 5, 2008), 73 FR 33467 (June 12, 2008) (notice of 
proposed rule change regarding listing and trading of shares of 14 
funds of the Commodities and Currency Trust).
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    Revised Procedures for the LBMA Silver Price \8\
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    \8\ In connection with implementation of the LBMA Silver Price 
as a replacement for the London Silver Fix, the Exchange filed a 
proposed rule change regarding procedures to be implemented by CME 
as of August 14, 2014 in connection with administration of the LBMA 
Silver Price, as well as the change to the benchmark price for the 
Silver Trusts and the change to the underlying benchmark for the 
Silver Funds from the London Silver Fix to the LBMA Silver Price. 
See Securities Exchange Act Release No. 72847 (August 14, 2014), 79 
FR 49350 (August 20, 2014) (SR-NYSEArca-2014-88) (notice of filing 
and immediate effectiveness of proposed rule change in connection 
with implementation of the LBMA Silver Price). See also Securities 
Exchange Act Release No. 77830 (May 13, 2016), 81 FR 31671 (May 19, 
2016) (SR-NYSEArca-2016-72) (notice of filing and immediate 
effectiveness of proposed rule change relating to changes to 
procedures regarding establishing the LBMA Silver Price).
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    On July 14, 2017, the LBMA announced that IBA \9\ has been selected 
to be the third-party administrator for the ``LBMA Silver Price.'' IBA, 
an independent specialist benchmark administrator, will provide the 
auction platform and methodology as well as the overall administration 
and governance for the LBMA Silver Price benchmark.
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    \9\ IBA is a London-based company that was created specifically 
to administer systemically important benchmarks. Formed in 2013, IBA 
is part of ICE.
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    As the administrator for the LBMA Silver Price benchmark and the 
operator of the ``IBA Silver Auction,'' IBA will implement procedures 
that provide a physically settled, electronic and tradeable auction, 
with the ability to settle trades in U.S. Dollars (``USD''), euros or 
British Pounds.\10\ Each London business day, at 12 p.m. (noon) IBA 
runs an auction to determine the final price to use as the benchmark. 
The benchmark is published when the auction finishes, typically a few 
minutes after 12 p.m. IBA will use ICE's front-end system--WebICE--as 
the technology platform that will allow direct participants, as well as 
sponsored clients of direct participants, to manage their orders in the 
auction in real time via their desktops.\11\
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    \10\ The procedures to be utilized by IBA will be similar to 
those that IBA utilizes in connection with its administration of the 
LBMA Gold Price. See Securities Exchange Act Release No. 74544 
(March 19, 2015), 80 FR 15840 (March 25, 2015) (SR-NYSEArca-2015-19) 
(notice of filing and immediate effectiveness of proposed rule 
change relating to the LBMA Gold Price as a replacement for the 
London Gold Fix for certain gold related exchange traded products).
    \11\ The WebICE platform provides real-time order management as 
well as separation of direct participant and sponsored client 
orders, live credit limit controls, audit history, advanced Excel 
integration and automated deal notifications.
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    Participants in the auction will include direct participants and 
sponsored clients of direct participants. Direct participants may enter 
orders on their own behalf or on behalf of clients. Sponsored clients 
also may manage their own positions utilizing their own trading 
screens; however, a sponsored client's orders would be backed by the 
sponsoring direct participant. WebICE allows sponsored clients to 
participate in the auction process with the same information and order 
management capabilities as direct participants.
    At the opening of each auction, the auction chairman (``Chairman'') 
will announce an opening price (in USD) based on the current market 
conditions and begin auction rounds, with an expected duration of at 
least every 30 seconds each. During each auction round, participants 
may enter the volume they wish to buy or sell at that price, and such 
orders will be part of the price formation. Aggregate bid and offer 
volume will be shown live on WebICE, providing a level playing field 
for all participants. At the end of each auction round, the total net 
volume will be calculated. If this `imbalance' is larger than the 
imbalance tolerance (currently set at 500,000 oz) then the Chairman 
will choose a new price \12\ (based on the current market conditions, 
and the direction and magnitude of the imbalance in the round) and 
begin a new auction round. If the imbalance is less than the tolerance, 
then the auction is complete with all volume tradeable at that price. 
The price will then be set in USD and also converted into in euros and 
British Pounds. The auction will continue to be run at 12:00 p.m. 
(London time).
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    \12\ The Chairman will have significant experience in the silver 
markets and will be employed by IBA.
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    During the auction, the price at the start of each round, and the 
volumes at the end of each round will be available through major market 
data vendors. As soon as the auction finishes, the final prices and 
volumes will be available through major market data vendors. IBA will 
also publish transparency reports, detailing the prices, volumes and 
times for each round of the auction. These transparency reports will be 
available through major market data vendors and IBA when the auction 
finishes. The process can also be observed real-time through a WebICE 
screen. The auction mechanism will provide a complete audit trail.
    As of August 1, 2017, there were seven direct participants in the 
LBMA Silver Price administered by CME and Thomson Reuters. The number 
of direct participants upon IBA's assumption of the role of LBMA Silver 
Price administrator is expected to equal or exceed the number of market 
participants currently participating in the auction process that 
determines the LBMA Silver Price.
Regulation of the LBMA Silver Price
    As of April 1, 2015, the LBMA Silver Price has been regulated by 
the Financial Conduct Authority (``FCA'') in the United Kingdom 
(``UK'').\13\ IBA is already authorized as a regulated benchmark 
administrator by the FCA. Under the UK benchmark regulation,\14\

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the governance structure for a regulated benchmark must include an 
Oversight Committee, made up of market participants, industry bodies, 
direct participant representatives, infrastructure providers and the 
administrator (i.e., IBA).\15\ Through the Oversight Committee, the 
LBMA will continue to have significant involvement in the oversight of 
the auction process, including, among other matters, changes to the 
methodology and accreditation of direct participants.\16\
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    \13\ The conduct of financial institutions is overseen by the 
FCA, which was formed from the former Financial Services Authority 
and is separate from the Bank of England. The LBMA Silver Price is 
regulated under the FCA's Market Conduct (MAR) Sourcebook (MAR 8.3).
    \14\ On June 12, 2014, the UK Chancellor of the Exchequer 
announced steps to raise standards of conduct in the financial 
system with a joint review by the UK Treasury, the Bank of England 
and the FCA into the way wholesale financial markets operate. 
According to this announcement, the ``Fair and Effective Markets 
Review'', led by Bank of England Deputy Governor for Markets and 
Banking, has been tasked with investigating those wholesale markets, 
both regulated and unregulated, where most of the recent concerns 
about misconduct have arisen: Fixed-income, currency and commodity 
markets, including associated derivatives and benchmarks. It will 
make recommendations on: Principles to govern the operation of fair 
and effective markets, focusing on fixed income, currency and 
commodities; reforms to ensure standards of behavior are in 
accordance with those principles; tools to strengthen the oversight 
of market conduct; whether the regulatory perimeter for wholesale 
financial markets should be extended, and to what extent 
international action is required; and additional reforms in relation 
to benchmarks, in order to strengthen market infrastructure. See 
http://www.bankofengland.co.uk/markets/Documents/femraug2014.pdf. On 
September 25, 2014, the Fair and Effective Markets Review announced 
its proposal that the silver fixing process may become regulated 
under UK benchmark regulation, effective from April 2015.
    \15\ The Oversight Committee is a key decision making forum, 
with market representation that includes participants, users and 
infrastructure providers. The Oversight Committee's responsibilities 
include review of methodology and process relating to the LBMA 
Silver Price; implementation of a Code of Conduct applicable to 
participants; expansion of membership; and surveillance oversight, 
among other functions. The Oversight Committee's structure and 
responsibilities is described in the Oversight Committee Terms of 
Reference, available on the IBA Web site.
    \16\ The LBMA will continue to provide guidance with respect to 
the LBMA Silver Price through the Oversight Committee, which will 
facilitate communication among representatives of all market 
participants to ensure the process continues to fulfill the needs of 
the market. The Oversight Committee is responsible for decisions 
that affect the evolution of the process based on changes in the 
market and regulatory environments.
     The term ``LBMA Silver Price'' means the price for an ounce of 
silver set by LBMA-authorized participating bullion banks and market 
makers in the electronic, over-the-counter auction operated by IBA 
at approximately 12:00 noon London time, on each working day and 
disseminated also by IBA. IBA provides the electronic auction 
platform on which the price is calculated, while the LBMA accredits 
market participants. IBA is also responsible for governance and 
oversight of the LBMA Silver Price, and is regulated by the FCA for 
its role as the benchmark administrator.
    The LBMA Silver Price is regulated under the FCA's Market 
Conduct (MAR) Sourcebook (MAR 8.3). As the administrator for the 
LBMA Silver Price, IBA will adopt and issue a Code of Conduct 
relating to administration of the LBMA Silver Price and undertake to 
perform the LBMA Silver Price administrator's responsibilities in 
accordance with MAR 8.3. Among such responsibilities are that the 
administrator:
    (1) Have in place effective arrangements and procedures that 
allow the regular monitoring and surveillance of the auction 
process;
    (2) monitor the benchmark submissions in order to identify 
breaches of its practice standards and conduct that may involve 
manipulation, or attempted manipulation, of the specified benchmark 
it administers and provide to the oversight committee of the 
specified benchmark timely updates of suspected breaches of practice 
standards and attempted manipulation;
    (3) notify the FCA and provide all relevant information where it 
suspects that, in relation to the specified benchmark it 
administers, there has been (i) a material breach of the benchmark 
administrator's practice standards; (ii) conduct that may involve 
manipulation or attempted manipulation of the specified benchmark it 
administers; or (iii) collusion to manipulate or to attempt to 
manipulate the specified benchmark it administers;
    (4) ensure that the specified benchmark it administers is 
determined using adequate benchmark submissions; and
    (5) establish an oversight committee.
    The LBMA Silver Price Oversight Committee reviews and maintains 
the definition, setting, scope and methodology of the benchmark. The 
Code of Conduct can be found on the IBA Web site https://www.theice.com/iba.
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    The price discovery process for the LBMA Silver Price will be 
subject to surveillance by IBA. IBA is compliant with the UK benchmark 
regulation (MAR 8.3), regulated by the FCA, and has been formally 
assessed against the IOSCO Principles for Financial Benchmarks (the 
``IOSCO Principles'').\17\ In order to meet the IOSCO Principles, the 
price discovery used for the LBMA Silver Price benchmark will be 
auditable and transparent.
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    \17\ The IOSCO Principles are designed to enhance the integrity, 
the reliability and the oversight of benchmarks by establishing 
guidelines for benchmark administrators and other relevant bodies in 
the following areas: Governance: To protect the integrity of the 
benchmark determination process and to address conflicts of 
interest; Benchmark quality: To promote the quality and integrity of 
benchmark determinations through the application of design factors; 
Quality of the methodology: To promote the quality and integrity of 
methodologies by setting out minimum information that should be 
addressed within a methodology. These principles also call for 
credible transition policies in case a benchmark may cease to exist 
due to market structure change. Accountability mechanisms: To 
establish complaints processes, documentation requirements and audit 
reviews. The IOSCO Principles provide a framework of standards that 
might be met in different ways, depending on the specificities of 
each benchmark. In addition to a set of high level principles, the 
framework offers a subset of more detailed principles for benchmarks 
having specific risks arising from their reliance on submissions 
and/or their ownership structure. For further information concerning 
the IOSCO Principles, see http://www.iosco.org/library/pubdocs/pdf/IOSCOPD415.pdf.
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    The LBMA Silver Price benchmark is viewed as a full and fair 
representation of all market interest at the conclusion of the auction. 
IBA's auction process will be fully transparent in real time to direct 
participants and sponsored clients and, at the close of each auction, 
to the general public. The auction process also will be fully auditable 
since an audit trail exists for every change made in the process. 
Moreover, the audit trail and active surveillance of the auction 
process by IBA, as well as FCA's oversight of IBA, will deter 
manipulative and abusive conduct in establishing each day's LBMA Silver 
Price.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(5) \18\ that an exchange have rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
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    \18\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the LBMA 
Silver Price benchmark, as administered by IBA, will be based on an 
auction that is electronic and auditable and is produced from tradeable 
volumes. The LBMA Silver Price and the transparency reports showing the 
prices, timings and total volumes for each round will be available 
electronically instantly after the conclusion of the auction, as 
described above. The LBMA Silver Price benchmark is viewed as a full 
and fair representation of all market interest at the conclusion of the 
auction. IBA's auction process will be fully transparent in real time 
to direct participants and sponsored clients and, at the close of each 
auction, to the general public. The auction process also will be fully 
auditable since an audit trail exists for every change made in the 
process. Moreover, the audit trail and active surveillance of the 
auction process by IBA, as well as FCA's oversight of IBA, will deter 
manipulative and abusive conduct in establishing each day's LBMA Silver 
Price.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market price discovery process and, in general, to 
protect investors and the public interest in that the silver auction 
will be transparent, auditable, and operated by a regulated benchmark 
administrator (IBA). The LBMA Silver price is widely disseminated by 
major market data vendors. The audit trail records every change made in 
the process and IBA has regulatory obligations to run surveillance on 
the activity in the process to deter and identify manipulative and 
abusive conduct in establishing each day's LBMA Silver Price. The LBMA 
Silver Price, as administered by IBA, is designed to be a benchmark 
that meets

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the needs of the market and regulators (including the IOSCO Principles 
\19\).
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    \19\ See note 18, supra.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed rule change 
will facilitate the continued administration of the LBMA Silver Price 
utilizing a fully auditable auction process and will promote market 
competition by permitting the continued listing and trading of shares 
of the Silver Trusts and the Silver Funds utilizing the LBMA Silver 
Price.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \20\ and Rule 19b-4(f)(6) thereunder.\21\ 
Because the foregoing proposed rule change does not: (i) Significantly 
affect the protection of investors or the public interest, (ii) impose 
any significant burden on competition, and (iii) become operative for 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, it has become effective pursuant to 
Section 19(b)(3)(A) of the Act \22\ and Rule 19b-4(f)(6) 
thereunder.\23\
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    \20\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \21\ 17 CFR 240.19b-4(f)(6).
    \22\ 15 U.S.C. 78s(b)(3)(A).
    \23\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written 
notice of its intent to file the proposed rule change, along with a 
brief description and the text of the proposed rule change, at least 
five business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission.
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    A proposed rule change filed under Rule 19b-4(f)(6) normally does 
not become operative prior to 30 days after the date of the filing. 
However, pursuant to Rule 19b-4(f)(6)(iii), the Commission may 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing. As noted above, the 
administrator for the LBMA Silver Price will change from CME and 
Thomson Reuters to IBA, effective October 2, 2017. The Commission 
believes that waiver of the operative delay is consistent with the 
protection of investors and the public interest as it will prevent the 
disruption in the trading of the Silver Trust and the Silver Fund 
shares. Therefore, the Commission designates the proposed rule change 
to be operative upon filing.\24\
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    \24\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.

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 [email protected]. Please include 
File Number SR-NYSEArca-2017-113 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-2017-113. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSEArca-2017-113 and should 
be submitted on or before October 27, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\25\
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    \25\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-21536 Filed 10-5-17; 8:45 am]
 BILLING CODE 8011-01-P