SEC Comment Letter for GraniteShares Gold Trust (BAR) (CIK 0001690437) (BAR) — Jun 28, 2017
GraniteShares Gold Trust (BAR) (CIK 0001690437)
Date: June 28, 2017 · CIK: 0001690437 · Accession: 0000000000-17-022697
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3233 June 28, 2017 Via E -mail William Rhind CEO, Founder GraniteShares LLC 30 Vesey Street New York, NY 10007
Re: GraniteShares Gold Trust Amendment No. 1 to Draft Registration Statement on Form S -1 Submitted June 2, 2017 CIK No. 0001690437
Dear Mr. Rhind :
We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this lette r by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an a mendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments.
Risk Factors, page 7
1. We note your disclosure on page 20, indicating that the Sponsor and Trustee may amend the Trust Agreement without the consent of the holders of the Shares. You also state that in some circumstances the Sponsor and Trustee may amend t he Trust Agreement, however, such amendment may not become effective until 30 days after the Trustee notifies DTC of the amendment, at which time registered and beneficial owners of the Shares are deemed to agree to the amendment. Please revise to include robust risk factor disclosure associated with this negative consent provision or tell us if you believe additional disclosure is not necessary.
William Rhind GraniteShares Gold Trust June 28, 2017 Page 2
Plan of Distribution, page 32
2. We note your revised disclosure in response to comment 4 that the initial Bask ets will be purchased by an initial Authorized Participant. Please also revise your disclosure to state that the initial Authorized Participant will be a statutory underwriter.
Draft Exhibit 5.1
3. Refer to the fourth paragraph. The opinion provides that the shares will be validly authorized when sold in accordance with . . . “the requirements of applicable federal and state law.” This qualification appears overly broad and may be read to assume material facts underlying the required opinion. Please revis e to eliminate this qualification or explain why it is necessary and appropriate. Refer to SLB No. 19.
You may contact Peter McPhun, Staff Accountant , at (202) 551 -3581 or Wilson Lee, Senior Staff Accountant, at (202) 551 -3468 if you have questions regar ding comments on the financial statements and related matters. Please contact Rahul K. Patel, Staff Attorney , at (202) 551-3799 or me at (202) 551 -3215 with any other questions.
Sincerely,
/s/ Kim McManus
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Mail Stop 3233 June 28, 2017 Via E -mail William Rhind CEO, Founder GraniteShares LLC 30 Vesey Street New York, NY 10007 Re: GraniteShares Gold Trust Amendment No. 1 to Draft Registration Statement on Form S -1 Submitted June 2, 2017 CIK No. 0001690437 Dear Mr. Rhind : We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this lette r by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an a mendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Risk Factors, page 7 1. We note your disclosure on page 20, indicating that the Sponsor and Trustee may amend the Trust Agreement without the consent of the holders of the Shares. You also state that in some circumstances the Sponsor and Trustee may amend t he Trust Agreement, however, such amendment may not become effective until 30 days after the Trustee notifies DTC of the amendment, at which time registered and beneficial owners of the Shares are deemed to agree to the amendment. Please revise to include robust risk factor disclosure associated with this negative consent provision or tell us if you believe additional disclosure is not necessary. William Rhind GraniteShares Gold Trust June 28, 2017 Page 2 Plan of Distribution, page 32 2. We note your revised disclosure in response to comment 4 that the initial Bask ets will be purchased by an initial Authorized Participant. Please also revise your disclosure to state that the initial Authorized Participant will be a statutory underwriter. Draft Exhibit 5.1 3. Refer to the fourth paragraph. The opinion provides that the shares will be validly authorized when sold in accordance with . . . “the requirements of applicable federal and state law.” This qualification appears overly broad and may be read to assume material facts underlying the required opinion. Please revis e to eliminate this qualification or explain why it is necessary and appropriate. Refer to SLB No. 19. You may contact Peter McPhun, Staff Accountant , at (202) 551 -3581 or Wilson Lee, Senior Staff Accountant, at (202) 551 -3468 if you have questions regar ding comments on the financial statements and related matters. Please contact Rahul K. Patel, Staff Attorney , at (202) 551-3799 or me at (202) 551 -3215 with any other questions. Sincerely, /s/ Kim McManus Kim McManus Senior Attorney Office of Real Estate and Commodities cc: Thomas W. Conner, Esq.