[Federal Register Volume 72, Number 157 (Wednesday, August 15, 2007)]
[Notices]
[Pages 45850-45855]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E7-15937]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56224; File No. SR-NYSEArca-2007-76]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Order Granting Accelerated Approval of Proposed Rule Change, as 
Modified by Amendment No. 1 Thereto, To List and Trade Shares of the 
streetTRACKS[supreg] Gold Trust

August 8, 2007.
    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 July 27, 2007, NYSE Arca, Inc. (the ``Exchange''), through its 
wholly owned subsidiary, NYSE Arca Equities, Inc. (``NYSE Arca 
Equities''), filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been substantially prepared by the Exchange. 
On August 7, 2007, the Exchange submitted Amendment No. 1 to the 
proposal rule change. This order provides notice of the proposed rule 
change and approves the proposed rule change, as amended, on an 
accelerated basis.
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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 list and trade shares (``Shares'') of the 
streetTRACKS[supreg] Gold Trust (``Trust'') \3\ pursuant to NYSE Arca 
Equities Rule 5.2(j)(5). The text of the proposed rule change is 
available at the Exchange, the Commission's Public Reference Room, and 
http://www.nyse.com.
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    \3\ streetTRACKS[supreg] is a registered service mark of State 
Street Corporation, an affiliate of State Street Global Markets, 
LLC, the marketing agent of the Trust.

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[[Page 45851]]

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 Exchange 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 these statements may be examined at the places specified in 
Item III below. The Exchange has prepared summaries, set forth in 
Sections A, B, and C below, of the most significant aspects of such 
statements.

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

1. Purpose
    Pursuant to NYSE Arca Equities Rule 5.2(j)(5), which permits the 
trading of Equity Gold Shares \4\ either by listing or pursuant to 
unlisted trading privileges (``UTP''), the Exchange proposes to list 
and trade the Shares. The Shares are currently listed on the New York 
Stock Exchange LLC (``NYSE''),\5\ and the Exchange currently trades the 
Shares pursuant to UTP.\6\ The Exchange represents that the Shares 
satisfy the requirements of NYSE Arca Equities Rule 5.2(j)(5) and 
thereby qualify for listing on the Exchange.
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    \4\ As defined in NYSE Arca Equities Rule 5.2(j)(5)(A), Equity 
Gold Shares represent units of fractional undivided beneficial 
interests in and ownership of an Equity Gold Trust. The Exchange 
states that, while Equity Gold Shares are not technically Investment 
Company Units (``ICUs'') and, thus, are not covered by NYSE Arca 
Equities Rule 5.2(j)(3), all other rules that reference ICUs also 
apply to Equity Gold Shares. In addition, the provisions set forth 
in NYSE Arca Equities Rule 8.201(g)-(i), as further discussed 
herein, apply to Equity Gold Shares. See NYSE Arca Equities Rule 
5.2(j)(5).
    \5\ See Securities Exchange Act Release Nos. 50603 (October 28, 
2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22) (approving 
the listing and trading of the Shares) (``NYSE Order'') and 49849 
(June 10, 2004), 69 FR 33984 (June 17, 2004) (SR-NYSE-2004-22) 
(providing notice of NYSE's proposal to list and trade the Shares) 
(``NYSE Notice,'' and together with the NYSE Order, collectively, 
the ``NYSE Proposal'').
    \6\ See Securities Exchange Act Release No. 51245 (February 23, 
2005), 70 FR 10731 (March 4, 2005) (SR-PCX-2004-117) (approving the 
adoption of NYSE Arca Equities Rule 5.2(j)(5) and the trading of the 
Shares pursuant to UTP) (``NYSEArca UTP Order''). See also 
Securities Exchange Act Release No. 53261 (February 9, 2006), 71 FR 
8328 (February 16, 2006) (SR-PCX-2006-02) (expanding the trading 
hours of the Shares from 9:30 a.m. to 4:15 p.m. Eastern Time 
(``ET'') to 4 a.m. to 8 a.m. ET) (``NYSEArca Trading Hour 
Proposal'').
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    The Shares represent units of fractional undivided beneficial 
interests in and ownership of the Trust, the sole assets of which are 
gold bullion and, from time to time, cash. The value of each Share, 
which corresponds to a fixed amount of gold,\7\ fluctuates with the 
spot price of gold. The investment objective of the Trust is for the 
Shares to reflect the performance of the price of gold, less the 
Trust's expenses. The Trust is not actively managed and does not engage 
in any activities designed to profit from, or to ameliorate losses 
caused by, changes in the price of gold. The Trust is neither an 
investment company registered under the Investment Company Act of 1940 
nor a commodity pool for purposes of the Commodity Exchange Act.\8\ 
World Gold Trust Services, LLC, a wholly owned limited liability 
company of the World Gold Council,\9\ is the sponsor of the Trust 
(``Sponsor'').\10\ In addition, The Bank of New York is the trustee of 
the Trust (``Trustee''), HSBC Bank USA, N.A. is the custodian of the 
Trust (``Custodian''), and State Street Global Markets LLC is the 
marketing agent of the Trust (``Marketing Agent'').
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    \7\ Initially, each Share corresponded to one-tenth of a troy 
ounce of gold. The Exchange states that over time, the amount of 
gold associated with each Share decreases as the Trust incurs and 
pays maintenance fees and other expenses.
    \8\ In addition, the Exchange states that the Trust does not 
trade in gold futures contracts. The Trust takes delivery of 
physical gold that complies with certain gold delivery rules. 
Because the Trust does not trade in gold futures contracts on any 
futures exchange, the Trust is not regulated as a commodity pool and 
is not operated by a commodity pool operator.
    \9\ The World Gold Council is a not-for-profit association 
registered under laws of Switzerland.
    \10\ The Exchange states that the Shares are not obligations of, 
and are not guaranteed by, the Sponsor or any of its respective 
subsidiaries or affiliates.
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    A detailed discussion of the gold market (including the London 
Bullion Market, over-the-counter gold market, and gold futures 
exchanges); gold market regulation; management, structure, fees, and 
expenses of the Trust; the process for creations and redemptions of the 
Shares; and the liquidity of the Shares, among others, can be found in 
the NYSE Proposal, NYSEArca UTP Order, and the Registration Statement 
(as defined herein).\11\
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    \11\ The Sponsor, on behalf of the Trust, filed Post-Effective 
Amendment No. 1 to Form S-3 on May 11, 2007 (Registration No. 333-
139016). In connection with the initial issuance of the Shares, the 
Sponsor, on behalf of the Trust, filed Post-Effective Amendment No. 
3 to Form S-1 on August 23, 2005 (Registration No. 333-105202). Such 
filings are collectively referred to herein as the ``Registration 
Statement.'' See E-mail from Andrew Stevens, Assistant General 
Counsel, NYSE Euronext, to Edward Cho, Special Counsel, Division of 
Market Regulation, Commission, dated August 1, 2007 (confirming the 
disclosure of additional information on the Trust and the Shares) 
(``NYSEArca Confirmation I'').
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Trust Expenses and Management Fees
    Generally, the assets of the Trust (e.g., gold bullion) are sold to 
pay Trust expenses and management fees. These expenses and fees will 
reduce the value of a Share as gold bullion is sold to pay such costs. 
Ordinary operating expenses of the Trust include: (1) Fees paid to the 
Sponsor; (2) fees paid to the Trustee; (3) fees paid to the Custodian; 
(4) fees paid to the Marketing Agent; and (5) various Trust 
administration fees, including printing and mailing costs, legal and 
audit fees, registration fees, and listing fees. The Trust's estimated 
ordinary operating expenses are accrued daily and reflected in the net 
asset value (``NAV'') of the Trust.
Creation and Redemption of Shares
    The Trust will create Shares on a continuous basis only in 
aggregations of 100,000 Shares (each such aggregation, a ``Basket''). 
Authorized Participants \12\ are the only persons that may place orders 
to create and redeem Baskets. Authorized Participants purchasing 
Baskets will be able to separate a Basket into individual Shares for 
resale.
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    \12\ An Authorized Participant is (1) A broker-dealer registered 
under the Act, or (2) is exempt from being, or otherwise is not 
required to be, regulated as a broker-dealer under the Act, and in 
either case is qualified to act as a broker or dealer in the states 
or other jurisdictions where the nature of its business so requires. 
Certain Authorized Participants will be regulated under federal and 
state banking laws and regulations. See NYSE Order, 69 FR at 64616.
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    Authorized Participants purchasing a Basket must make an in-kind 
deposit of gold (``Gold Deposit''), together with, if applicable, a 
specified cash payment (``Cash Deposit'',\13\ and together with the 
Gold Deposit, collectively, the ``Creation Basket Deposit''). In the 
ordinary course of the Trust's operations, a Cash Deposit will not be 
required for the creation of Baskets. Similarly, the Trust will redeem 
Shares only in Baskets, principally in exchange for gold and, if 
applicable, a cash payment (``Cash

[[Page 45852]]

Redemption Amount'' \14\ and together with the gold, collectively, the 
``Redemption Distribution''). The Shares are only redeemable in Basket 
aggregations.
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    \13\ The amount of any required Cash Deposit will be determined 
as follows: (1) The fees, expenses, and liabilities of the Trust 
will be subtracted from any cash held or received by the Trust as of 
the date an Authorized Participant places an order to purchase one 
or more Baskets (``Purchase Order''); and (2) the remaining amount 
will be divided by the number of Baskets outstanding and then 
multiplied by the number of Baskets being created pursuant to the 
Purchase Order. If the resulting amount is positive, that amount 
will be the required Cash Deposit. If the resulting amount is 
negative, the amount of the required Gold Deposit will be reduced by 
a number of fine ounces of gold equal in value to that resulting 
amount, determined by reference to the price of gold used in 
calculating the NAV of the Trust on the Purchase Order date. 
Fractions of an ounce of gold of less than 0.001 of an ounce 
included in the Gold Deposit amount will be disregarded.
    \14\ The Cash Redemption Amount is equal to the excess (if any) 
of all assets of the Trust other than gold, less all estimated 
accrued but unpaid fees, expenses, and other liabilities, divided by 
the number of Baskets outstanding, and multiplied by the number of 
Baskets included in the Authorized Participant's order to redeem one 
or more Baskets (``Redemption Order''). The Trustee will distribute 
any positive Cash Redemption Amount through the Depository Trust 
Company (``DTC'') to the account of the Authorized Participant at 
DTC. If the Cash Redemption Amount is negative, the credit to the 
Authorized Participant's unallocated account will be reduced by the 
number of fine ounces of gold equal in value to that resulting 
amount, determined by reference to the price of gold used in 
calculating the NAV of the Trust on the Redemption Order date. 
Fractions of a fine ounce of gold included in the Redemption 
Distribution of less than 0.001 of an ounce will be disregarded. 
Redemption Distributions will be subject to the deduction of any 
applicable tax or other governmental charges due.
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    The total amount of gold and any cash required for the creation or 
redemption of each Basket will be in the same proportion to the total 
assets of the Trust (net of accrued and unpaid fees, expenses, and 
other liabilities) on the date the Purchase Order is properly received, 
as the number of Shares to be created in respect of the Creation Basket 
Deposit bears to the total number of Shares outstanding on the date the 
Purchase Order is received. The Trust will impose transaction fees in 
connection with creation and redemption transactions.
Availability of Information on Underlying Gold Holdings and the Shares
    Quotations and last-sale price information for the Shares are 
disseminated over the Consolidated Tape.\15\ Gold price and market 
information are also available on public Web sites and through 
professional and subscription services. In most instances, real-time 
information is only available for a fee, and information available free 
of charge is subject to delay (typically, 20 minutes).
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    \15\ See NYSEArca Confirmation I (clarifying the information to 
be disseminated over the Consolidated Tape).
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    Investors may obtain on a 24-hour basis gold pricing information 
based on the spot price for a troy ounce of gold 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 last sale prices of 
gold futures, as well as information about news and developments in the 
gold market. Reuters and Bloomberg also offer a professional service to 
subscribers for a fee that provides information on gold prices directly 
from market participants. An organization named EBS provides an 
electronic trading platform to institutions such as bullion banks and 
dealers for the trading of spot gold, as well as a feed of live 
streaming prices to Reuters and Moneyline Telerate subscribers. 
Complete real-time data for gold futures and options prices traded on 
COMEX, a division of the New York Mercantile Exchange, Inc. 
(``NYMEX''), is available by subscription from Reuters and Bloomberg. 
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, ranging from those specializing in precious metals 
to sites maintained by major newspapers. Many of these Web sites offer 
price quotations drawn from other published sources, and as the 
information is supplied free of charge, such quotations are generally 
subject to time delays.\16\ Current gold spot prices are also generally 
available with bid/ask spreads from gold bullion dealers.
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    \16\ There may be incremental differences in the gold spot price 
among the various information service sources. While the Exchange 
believes the differences in the gold spot price may be relevant to 
those entities engaging in arbitrage or in the active daily trading 
of gold or gold-based products, the Exchange believes such 
differences are likely of less concern to individual investors 
intending to hold the Shares as part of a long-term investment 
strategy.
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    In addition, the Trust's Web site (http://www.streettracksgoldshares.com) provides at no charge continuously 
updated bids and offers indicative of the spot price of gold.\17\ The 
Exchange provides a link to the Trust's Web site on its Web site at 
http://www.nyse.com. The Trust Web site also provides a calculation of 
the Indicative Intra-day Value or ``IIV'' of a Share, as calculated by 
multiplying the indicative spot price of gold by the quantity of gold 
backing each Share. The indicative spot price and IIV per Share are 
provided on an essentially real-time basis.\18\ The Trust Web site also 
provides the NAV of the Trust, as calculated each business day by the 
Sponsor.\19\
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    \17\ The Trust Web site's gold spot price will be provided by 
The Bullion Desk (http://www.thebulliondesk.com). The Bullion Desk 
is not affiliated with the Trust, Sponsor, Marketing Agent, 
Custodian, or the Exchange. The Exchange has been informed that the 
gold spot price is indicative only, constructed using a variety of 
sources to compile a spot price that is intended to represent a 
theoretical quote that might be obtained from a market maker from 
time to time.
    \18\ The Trust's Web site, to which the Exchange's Web site will 
link, disseminates an indicative spot price of gold and the IIV and 
indicates that these values are subject to an average delay of five 
to ten seconds. The Exchange states that the updated indicative spot 
price of gold and IIV per Share are disseminated during all three of 
the Exchange's trading sessions (Opening, Core Trading, and Late 
Trading Sessions). See NYSEArca Equities Rule 7.34 (Trading 
Sessions); see also NYSEArca Trading Hour Proposal, supra note 6; e-
mail from Timothy J. Malinowski, Director, NYSE Euronext, to Edward 
Cho, Special Counsel, Division of Market Regulation, Commission, 
dated August 2, 2007 (confirming that the indicative price of gold 
and the IIV will be calculated and disseminated during the Opening, 
Core Trading, and Late Trading Sessions) (``NYSEArca Confirmation 
II'').
    \19\ The Exchange represents that it would obtain a 
representation from the Trust, prior to listing, that the NAV per 
Share would be calculated daily and made available to all market 
participants at the same.
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    In addition, the Web site for the Trust contains the following 
information, on a per-Share basis: (1) IIV as of the close of the prior 
business day; (2) the mid-point of the bid-ask price in relation to 
such IIV (``Bid/Ask Price''); \20\ (3) a calculation of the premium or 
discount of such price against such IIV; and (4) data in chart format 
displaying the frequency distribution of discounts and premiums of the 
Bid/Ask Price against the IIV, within appropriate ranges, for each of 
the four previous calendar quarters. The Web site for the Trust also 
provides the Trust's prospectus, as well as the two most recent reports 
to stockholders. Finally, the Trust Web site provides the last sale 
price of the Shares as traded in the United States, subject to a 20-
minute delay.\21\
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    \20\ The Bid-Ask Price is determined using the highest bid and 
lowest offer on the Consolidated Tape as of the time of calculation 
of the closing IIV. See NYSEArca Confirmation II.
    \21\ The last sale price of the Shares in the secondary market 
is available on a real-time basis for a fee from major market data 
vendors. See NYSEArca Confirmation I.
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Criteria for Initial and Continued Listing
    The Shares are subject to the criteria for initial and continued 
listing of ICUs under NYSE Arca Equities Rules 5.2(j)(3) and 
5.5(g)(2).\22\ As indicated above, the Shares are currently trading on 
the Exchange pursuant to UTP and satisfy the requirements of NYSE Arca 
Equities Rule 5.2(j)(5) for listing on the Exchange. A minimum of 
100,000 Shares would be required to be outstanding when the Shares are 
listed. This minimum number of Shares required to be outstanding is 
comparable to requirements that have been applied to previously listed 
series of exchange-traded funds. The Exchange believes that the 
proposed minimum number of Shares outstanding at the start of trading 
is sufficient to provide market liquidity. The Exchange represents the 
Trust is required to

[[Page 45853]]

comply with Rule 10A-3 under the Act \23\ for the initial and continued 
listing of the Shares.
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    \22\ See supra note 4. NYSEArca Equities Rule 5.5(g)(2) provides 
for the continued listing standards for ICUs.
    \23\ 17 CFR 240.10A-3 (providing requirements for listing 
standards relating to audit committees).
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Trading Rules and Halts
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Shares subject to the Exchange's existing 
rules governing the trading of equity securities. The trading hours for 
the Shares on the Exchange are the same as those set forth in NYSE Arca 
Equities Rule 7.34 (Opening, Core Trading, and Late Trading Sessions, 4 
a.m. to 8 p.m. ET).\24\
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    \24\ The Exchange states that, while the Shares would trade on 
the Exchange until 8 p.m. ET, liquidity in the over-the-counter 
market for gold generally decreases after 1:30 p.m. ET when daily 
trading at COMEX and other world gold trading centers ends. Trading 
spreads and the resulting premium or discount on the Shares may 
widen as a result of reduced liquidity in the over-the-counter gold 
market. The Exchange does not believe that the Shares would trade at 
a material discount or premium to the value of the underlying gold 
held by the Trust because of arbitrage opportunities. See supra note 
18.
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    With respect to trading halts, the Exchange may consider all 
relevant factors in exercising its discretion to halt or suspend 
trading in the Shares. Trading may be halted because of market 
conditions or for reasons that, in the view of the Exchange, make 
trading in the Shares inadvisable. The factors may include (1) The 
extent to which trading is not occurring in gold, or (2) whether other 
unusual conditions or circumstances detrimental to the maintenance of a 
fair and orderly market are present. In addition, trading in the Shares 
could be halted pursuant to the Exchange's ``circuit breaker'' rule 
\25\ or by the halt or suspension of trading of the underlying gold.
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    \25\ See NYSE Arca Equities Rule 7.12 (Trading Halts Due to 
Extraordinary Market Volatility).
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    In addition, NYSE Arca Equities Rule 5.5(g)(2)(b) provides that, if 
the IIV or the value of the underlying gold is not being calculated or 
widely disseminated as required, the Exchange may halt trading during 
the day in which the interruption to the calculation or wide 
dissemination of the IIV or the value of the underlying gold occurs. If 
the interruption to the calculation or wide dissemination of the IIV or 
the value of the underlying gold persists past the trading day in which 
it occurred, the Exchange would halt trading no later than the 
beginning of the trading day following the interruption.
Surveillance
    The Exchange intends to utilize its existing surveillance 
procedures applicable to derivative securities products to monitor 
trading in the Shares. The Exchange represents that these procedures 
are adequate to properly monitor Exchange trading of the Shares in all 
trading sessions and to deter and detect violations of Exchange rules. 
The Exchange's current trading surveillance focuses on detecting when 
securities trade outside their normal patterns. When such situations 
are detected, surveillance analysis follows and investigations are 
opened, as appropriate, to review the behavior of all relevant parties 
for all relevant trading violations.
    The Exchange may obtain information via the Intermarket 
Surveillance Group (``ISG'') from other exchanges who are members or 
affiliate members of ISG. In addition, the Exchange has in place an 
Information Sharing Agreement with NYMEX for the purpose of providing 
information in connection with trading in or related to COMEX gold 
futures contracts. Further, the Exchange notes that the Shares are 
subject to NYSE Arca Equities Rules 8.201(g)-(i), which set forth 
certain restrictions on ETP Holders \26\ to facilitate surveillance and 
the Exchange has a general policy prohibiting the distribution of 
material, non-public information by its employees.
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    \26\ An ETP Holder is a registered broker or dealer that has 
been issued an Equity Trading Permit (ETP) by NYSE Arca Equities.
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Information Bulletin
    Prior to the commencement of trading, the Exchange would inform its 
ETP Holders in an Information Bulletin (``Bulletin'') of the special 
characteristics and risks associated with trading the Shares. 
Specifically, the Bulletin would include the following: (1) A 
description of the Shares; (2) the procedures for purchases and 
redemptions of Shares (and that Shares are not individually 
redeemable); (3) a discussion of NYSE Arca Equities Rule 9.2(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 Shares; 
(4) how information regarding the IIV is disseminated; (5) the 
requirement that ETP Holders deliver a prospectus to investors 
purchasing newly issued Shares prior to or concurrently with the 
confirmation of a transaction; and (6) trading information.
    In addition, the Bulletin would explain that: (a) The Trust is 
subject to various fees and expenses described in the Registration 
Statement; (b) the number of ounces of gold required to be purchased or 
to be delivered upon redemption would gradually decrease over time 
because the Shares comprising would represent a decreasing amount of 
gold due to the sale of the Trust's gold to pay Trust expenses; \27\ 
(c) there is no regulated source of last-sale information regarding 
physical gold; (d) the Commission has no jurisdiction over the trading 
of gold as a physical commodity; (e) the Commodity Futures Trading 
Commission has regulatory jurisdiction over the trading of gold futures 
contracts and options on gold futures contracts; and (f) the NAV for 
the Shares would be calculated as of the earlier of the London PM fix 
\28\ for such day or 12:00 p.m. ET each day that the Exchange is open 
for trading. The Bulletin would also discuss the exemptive, no-action, 
and/or interpretive relief granted by the Commission from Section 
11(d)(1) of the Act \29\ and certain rules under the Act.\30\
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    \27\ See supra note 7.
    \28\ See NYSE Notice, 69 FR at 33986 (providing a detailed 
discussion and explanation of the London PM fix).
    \29\ 15 U.S.C. 78k(d)(1).
    \30\ See, e.g., Letter from James A. Brigagliano, Assistant 
Director, Division of Market Regulation, Commission, to Kathleen M. 
Moriarty, Esq., Carter, Ledyard & Milburn, dated November 17, 2004; 
Letter from Brian A. Bussey, Assistant Chief Counsel, Division of 
Market Regulation, Commission, to Ms. Kathleen M. Moriarty, Esq., 
Carter, Ledyard & Milburn, dated December 12, 2005.
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2. Statutory Basis
    The proposal is consistent with Section 6(b) of the Act,\31\ in 
general, and Section 6(b)(5) of the Act,\32\ in particular, in that it 
is designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in facilitating 
transactions in securities, and to remove impediments to and perfect 
the mechanism of a free and open market and a national market system.
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    \31\ 15 U.S.C. 78f(b).
    \32\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change would 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act.

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

[[Page 45854]]

III. 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 e-mail to [email protected]. Please include 
File Number SR-NYSEArca-2007-76 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2007-76. This 
file number should be included on the subject line if e-mail 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 inspection 
and copying in the Commission's Public Reference Room, 100 F Street, 
NE., Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal offices 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-2007-76 and should 
be submitted on or before September 5, 2007.

IV. Commission's Findings and Order Granting Accelerated Approval of 
the Proposed Rule Change

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities 
exchange.\33\ In particular, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\34\ which 
requires that an exchange have rules designed, among other things, 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. The Commission notes that it previously approved the original 
listing and trading of the Shares on NYSE, and the instant proposal is 
substantively identical to the NYSE Proposal.\35\
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    \33\ In approving this proposed rule change, the Commission 
notes that it has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
    \34\ 15 U.S.C. 78f(b)(5).
    \35\ See supra note 5.
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    The Commission further believes that the proposal is consistent 
with Section 11A(a)(1)(C)(iii) of the Act,\36\ which sets forth 
Congress' finding that it is in the public interest and appropriate for 
the protection of investors and the maintenance of fair and orderly 
markets to assure the availability to brokers, dealers, and investors 
of information with respect to quotations for and transactions in 
securities. Quotations and last-sale information for the Shares are 
disseminated over the Consolidated Tape. In addition, the Trust's Web 
site, to which the Exchange provides a link on its own Web site, 
disseminates the updated indicative spot price of gold and the IIV on a 
per-Share basis at least every 15 seconds during all of the Exchange's 
trading sessions. The Web site for the Trust also provides the daily 
NAV, the Bid-Ask Price, data related to the premium or discount of the 
Bid-Ask Price against the NAV, the prospectus, and recent reports to 
holders. Investors may obtain on a 24-hour basis gold pricing 
information based on the spot price for a troy ounce of gold from 
various financial information service providers, such as Reuters and 
Bloomberg. Complete real-time data for gold futures and options prices 
traded on COMEX is available by subscription, and 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, 
ranging from those specializing in precious metals to sites maintained 
by major newspapers. Current gold spot prices are also generally 
available with bid/ask spreads from gold bullion dealers.
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    \36\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
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    Furthermore, the Commission believes that the proposal to list and 
trade the Shares is reasonably designed to promote fair disclosure of 
information that may be necessary to price the Shares appropriately. 
The Commission notes that the Exchange will obtain a representation 
from the Trust, prior to listing, that the NAV per Share would be 
calculated daily and made available to all market participants at the 
same time.\37\ In addition, NYSE Arca Equities Rule 8.201(g) prohibits 
an ETP Holder acting as a registered Market Maker (as defined in NYSE 
Arca Equities Rule 1.1(u)) in the Shares from being affiliated with a 
Market Maker in physical gold, gold futures, options on gold futures, 
or any other gold derivatives, unless adequate information barriers are 
in place, as provided in NYSE Arca Equities Rule 7.26 (Limitations on 
Dealings). Finally, NYSE Arca Equities Rule 8.201(i) prohibits an ETP 
Holder acting as a registered Market Maker in the Shares from using any 
material nonpublic information received from any person associated with 
an ETP Holder or employee of such person regarding trading by such 
person or employee in physical gold, gold futures contracts, options on 
gold futures, or any other gold derivatives (including the Shares).
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    \37\ See supra note 19.
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    The Commission also believes that the Exchange's trading halt rules 
are reasonably designed to prevent trading in the Shares when 
transparency is impaired. NYSE Arca Equities Rule 5.5(g)(2)(b) provides 
that, when the Exchange is the listing market, if the IIV or the value 
of the underlying gold \38\ is not being disseminated as required, the 
Exchange may halt trading during the day in which the interruption to 
the dissemination of the IIV or the value of the underlying gold 
occurs. If the interruption to the dissemination of the IIV or the 
value of the underlying gold persists past the trading day in which it 
occurred, the Exchange will halt trading. NYSE Arca Equities Rule 
5.5(g)(2)(a) also provides that the Exchange may seek to delist the 
Shares

[[Page 45855]]

in the event the value of the underlying gold is no longer calculated 
or available as required.
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    \38\ The Exchange represents that, for purposes of complying 
with the continued listing standards under NYSE Arca Equities Rule 
5.5(g)(2), which apply to the Shares, the Exchange deems the value 
of the underlying gold to be analogous to the value of the index or 
portfolio, as such value is referenced in NYSE Arca Equities Rule 
5.5(g)(2). See NYSEArca Confirmation II (confirming the analogy 
between the value of the underlying gold and the value of the index, 
as referenced in NYSE Arca Equities Rule 5.5(g)(2), for purposes of 
the instant proposal).
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    The Commission further believes that the trading rules and 
procedures to which the Shares will be subject pursuant to this 
proposal are consistent with the Act. The Exchange has represented that 
any securities listed pursuant to this proposal will be deemed equity 
securities, and subject to existing Exchange rules governing the 
trading of equity securities.
    In support of this proposal, the Exchange has made the following 
representations:
    (1) The Exchange's surveillance procedures are adequate to address 
any concerns associated with the trading of the Shares.
    (2) The Exchange would inform its members in an Information 
Bulletin of the special characteristics and risks associated with 
trading the Shares, including suitability recommendation requirements.
    (3) The Exchange would require its members to deliver a prospectus 
to investors purchasing Shares prior to or concurrently with 
confirmation of a transaction in such Shares and will note this 
prospectus delivery requirement in the Information Bulletin.

This approval order is based on the Exchange's representations.
    The Commission finds good cause for approving this proposal before 
the thirtieth day after the publication of notice thereof in the 
Federal Register. As noted above, the Commission previously approved 
the original listing and trading of the Shares on NYSE and the trading 
of the Shares pursuant to UTP on the Exchange.\39\ The Commission 
presently is not aware of any regulatory issue that should cause it to 
revisit those findings or would preclude the listing and trading of the 
Shares on the Exchange. Accelerating approval of this proposed rule 
change would allow the Shares to be listed on the Exchange without 
undue delay and continuously traded without interruption, to the 
benefit of investors.
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    \39\ See supra notes 5 and 6.
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V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\40\ that the proposed rule change (SR-NYSEArca-2007-76), as 
modified by Amendment No. 1 thereto, be, and it hereby is, approved on 
an accelerated basis.
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    \40\ 15 U.S.C. 78s(b)(2).
    \41\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\41\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-15937 Filed 8-14-07; 8:45 am]
BILLING CODE 8010-01-P