[Federal Register Volume 80, Number 179 (Wednesday, September 16, 2015)]
[Notices]
[Pages 55674-55683]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-23284]



[[Page 55674]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75900; File No. SR-NYSEArca-2015-76]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To List and Trade Shares of the Global Currency 
Gold Fund Under NYSE Arca Equities Rule 8.201

September 11, 2015.
    Pursuant to section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on August 28, 2015, NYSE Arca, Inc. (the ``Exchange'' or 
``NYSE Arca'') filed with the Securities and Exchange Commission (the 
``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\ 15 U.S.C. 78a.
    \3\ 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 of the Global 
Currency Gold Fund under NYSE Arca Equities Rule 8.201. The text of 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 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade (``Shares'') of the Global 
Currency Gold Fund (the ``Fund''), a series of the Global Gold Currency 
Trust (Trust''), under NYSE Arca Equities Rule 8.201.\4\ Under NYSE 
Arca Equities Rule 8.201, the Exchange may propose to list and/or trade 
pursuant to unlisted trading privileges (``UTP'') ``Commodity-Based 
Trust Shares.'' \5\
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    \4\ On August 28, 2015, the Trust filed with the Commission a 
registration statement on Form S-1 under the Securities Act of 1933 
(``1933 Act'') relating to the Fund (File No. 333-206640) 
(``Registration Statement''). The description of the operation of 
the Trust and the Fund herein is based, in part, on the Registration 
Statement.
    \5\ Commodity-Based Trust Shares are securities issued by a 
trust that represent investors' discrete identifiable and undivided 
beneficial ownership interest in the commodities deposited into the 
Trust.
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    The Fund will not be registered as an investment company under the 
Investment Company Act of 1940 \6\ and is not required to register 
under such act.
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    \6\ 15 U.S.C. 80a-1.
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    The Sponsor of the Fund and the Trust will be WGC USA Asset 
Management Company, LLC (the ``Sponsor'').\7\ BNY Mellon Asset 
Servicing, a division of The Bank of New York Mellon, will be the 
Fund's administrator (``Administrator''), transfer agent (``Transfer 
Agent'') and custodian (``Custodian'') and will not be affiliated with 
the Trust, the Fund or the Sponsor.
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    \7\ The Trust will be a Delaware statutory trust consisting of 
multiple series, each of which will issue common units of beneficial 
interest, which represent units of fractional undivided beneficial 
interest in and ownership of such series. The term of the Trust and 
each series will be perpetual (unless terminated earlier in certain 
circumstances). The trustee for the Fund's trust (``Trustee'') will 
be Delaware Trust Company, the sole trustee with respect to the 
Fund.
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    The Commission has previously approved listing on the Exchange 
under NYSE Arca Equities Rules 5.2(j)(5) and 8.201 of other precious 
metals and gold-based commodity trusts, including the Merk Gold Trust; 
\8\ ETFS Gold Trust,\9\ ETFS Platinum Trust \10\ and ETFS Palladium 
Trust (collectively, the ``ETFS Trusts''); \11\APMEX Physical-1 oz. 
Gold Redeemable Trust; \12\ Sprott Gold Trust; \13\ SPDR Gold Trust 
(formerly, streetTRACKS Gold Trust); iShares Silver Trust; \14\ and 
iShares COMEX Gold Trust.\15\ Prior to their listing on the Exchange, 
the Commission approved listing of the streetTRACKS Gold Trust on the 
New York Stock Exchange (``NYSE'') \16\ and listing of iShares COMEX 
Gold Trust and iShares Silver Trust on the American Stock Exchange 
LLC.\17\ In addition, the Commission has approved trading of the 
streetTRACKS Gold Trust and iShares Silver Trust on the Exchange 
pursuant to UTP.\18\
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    \8\ Securities Exchange Act Release No. 71378 (January 23, 
2014), 79 FR 4786 (January 29, 2014) (SR-NYSEArca-2013-137).
    \9\ Securities Exchange Act Release No. 59895 (May 8, 2009), 74 
FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40).
    \10\ Securities Exchange Act Release No. 61219 (December 22, 
2009), 74 FR 68886 (December 29, 2009) (SR-NYSEArca-2009-95).
    \11\ Securities Exchange Act Release No. 61220 (December 22, 
2009), 74 FR 68895 (December 29, 2009) (SR-NYSEArca-2009-94).
    \12\ Securities Exchange Act Release No 66930 (May 7, 2012), 77 
FR 27817 (May 11, 2012) (SR-NYSEArca-2012-18).
    \13\ Securities Exchange Act Release No. 61496 (February 4, 
2010), 75 FR 6758 (February 10, 2010) (SR-NYSEArca-2009-113).
    \14\ See Securities Exchange Act Release No. 58956 (November 14, 
2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca-2008-124) 
(approving listing on the Exchange of the iShares Silver Trust)).
    \15\ See Securities Exchange Act Release No.56224 (August 8, 
2007), 72 FR 45850 (August 15, 2007) (SR-NYSEArca-2007-76) 
(approving listing on the Exchange of the streetTRACKS Gold Trust); 
Securities Exchange Act Release No. 56041 (July 11, 2007), 72 FR 
39114 (July 17, 2007) (SR-NYSEArca-2007-43) (order approving listing 
on the Exchange of iShares COMEX Gold Trust).
    \16\ See Securities Exchange Act Release No. 50603 (October 28, 
2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22) (order 
approving listing of streetTRACKS Gold Trust on NYSE).
    \17\ See Securities Exchange Act Release Nos. 51058 (January 19, 
2005), 70 FR 3749 (January 26, 2005) (SR-Amex-2004-38) (order 
approving listing of iShares COMEX Gold Trust on the American Stock 
Exchange LLC); 53521 (March 20, 2006), 71 FR 14967 (March 24, 2006) 
(SR-Amex-2005-72) (approving listing on the American Stock Exchange 
LLC of the iShares Silver Trust).
    \18\ See Securities Exchange Act Release Nos. 53520 (March 20, 
2006), 71 FR 14977 (March 24, 2006) (SR-PCX-2005-117) (approving 
trading on the Exchange pursuant to UTP of the iShares Silver 
Trust); 51245 (February 23, 2005), 70 FR 10731 (March 4, 2005) (SR-
PCX-2004-117) (approving trading on the Exchange of the streetTRACKS 
Gold Trust pursuant to UTP).
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Operation of the Fund
    Gold bullion typically is priced and traded throughout the world in 
U.S. dollars. The Fund has been established as an alternative to 
traditional dollar-based gold investing. Although investors will 
purchase shares of the Fund with U.S. dollars, the Fund is designed to 
provide investors with the economic effect of holding gold in terms of 
a specific basket of major, non-U.S. currencies, such as the euro, 
Japanese yen and British pound (each, a ``Reference Currency''), rather 
than the U.S. dollar. Specifically, the Fund will seek to track the 
performance of the Global Gold Index (ex-USD), less Fund expenses. The 
Global Gold Index (ex-USD), or the ``Index'', represents the daily 
performance of a long position in physical gold and a short position in 
each of the Reference Currencies.\19\ The

[[Page 55675]]

Index is designed to measure daily gold bullion returns as though an 
investor had invested in Gold in terms of the Reference Currencies 
reflected in the Index. (The Index is described in more detail below 
under the heading ``Description of the Index''.)
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    \19\ ``Gold'' means gold bullion meeting the requirements of 
London Good Delivery Standards. London Good Delivery Standards are 
the specifications for weight dimensions, fineness (or purity), 
identifying marks and appearance set forth in ``The Good Delivery 
Rules for Gold and Silver Bars'' published by the London Bullion 
Markets Association (``LBMA'').
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    The U.S. dollar value of an investment in Shares of the Fund would 
therefore be expected to increase when both the price of Gold goes up 
and the value of the U.S. dollar increases against the value of the 
Reference Currencies (as weighted in the Index). Conversely, the U.S. 
dollar value of an investment would be expected to decrease when the 
price of Gold goes down and the value of the U.S. dollar decreases 
against the value of the Reference Currencies (as weighted in the 
Index). If Gold increases and the value of the U.S. dollar decreases 
against the value of the Reference Currencies, or vice versa, the net 
impact of these changes will determine the value of the Shares of the 
Fund on a daily basis.\20\
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    \20\ For additional information regarding the gold bullion 
market, gold futures exchanges, and regulation of the global gold 
market, see, e.g., Securities Exchange Act Release Nos. 59895 (May 
8, 2009), 74 FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40) (order 
approving Exchange listing and trading of the ETFS Gold Trust); and 
66627 (March 20, 2012), 77 FR 27817 (May 11, 2012) (SR-NYSEArca-
2012-18) (order approving Exchange listing and trading of the APMEX 
Physical-1 oz. Gold Redeemable Trust).
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    The Fund is a passive investment vehicle and is designed to track 
the performance of the Index regardless of: (i) The value of Gold or 
any Reference Currency; (ii) market conditions; and (iii) whether the 
Index is increasing or decreasing in value. The Fund's holdings 
generally will consist entirely of Gold. Substantially all of the 
Fund's Gold holdings will be delivered by Authorized Participants 
(defined below) in exchange for Fund Shares. The Fund will not hold any 
of the Reference Currencies. The Fund generally will not hold U.S. 
dollars (except from time to time in very limited amounts to pay 
expenses). The Fund's Gold holdings will not be managed and the Fund 
will not have any investment discretion.
    The Fund's net asset value (``NAV'') will go up or down each 
Business Day based primarily on two factors.\21\ The first is the 
change in the price of Gold measured in U.S. dollars from the prior 
Business Day. This drives the value of the Fund's Gold holdings 
measured in U.S. dollars up (as Gold prices increase) or down (as Gold 
prices fall). The second is the change in the value of the Reference 
Currencies against the U.S. dollar from the prior Business Day. This 
drives the value of the Fund's Gold holdings measured in the Reference 
Currencies up (when the value of the U.S. dollar against the Reference 
Currencies increases) or down (when the value of the U.S. dollar 
against the Reference Currencies declines). The value of Gold and the 
Reference Currencies are based on publicly available, transparent 
prices--for Gold, the LBMA Gold Price PM (defined below), for 
currencies, the WM Reuters rates.
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    \21\ A Business Day with respect to the Fund is any day the 
Exchange is open for trading. A Business Day with respect to the 
Index generally is any day on which (i) LBMA Gold prices are 
established and (ii) banks are scheduled to be open in the principal 
financial center of the jurisdiction in which each Reference 
Currency is the lawful currency.
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    Because the Fund generally will hold only Gold bullion (and not 
U.S. dollars or the Reference Currencies), the economic impact of 
changes to the value of the Reference Currencies against the U.S. 
dollar from day to day is reflected in the Fund by moving an amount of 
Gold ounces of equivalent value in or out of the Fund. Therefore, the 
Fund will seek to track the performance of the Index by entering into a 
transaction each Business Day with the Gold Delivery Provider pursuant 
to which Gold is moved in or out of the Fund.\22\ The terms of this 
transaction are set forth in a written contract between the Fund and 
the Gold Delivery Provider referred to as the ``Gold Delivery 
Agreement.'' Pursuant to the terms of the Gold Delivery Agreement, the 
Fund will deliver Gold to, or receive Gold from, the Gold Delivery 
Provider each Business Day. The amount of Gold transferred will be 
equivalent to the Fund's profit or loss as if the Fund had exchanged 
the Reference Currencies, in the proportion in which they are reflected 
in the Index, for U.S. dollars in an amount equal to the Fund's 
declared holdings of Gold on such day. If there is a currency gain 
(i.e., the value of the U.S. dollar against the Reference Currencies 
increases), the Fund will receive Gold. If there is a currency loss 
(i.e., the value of the U.S. dollar against the Reference Currencies 
decreases), the Fund will deliver Gold.\23\ In this manner, the value 
of the Gold held by the Fund will be adjusted to reflect the daily 
change in the value of the Reference Currencies against the U.S. 
dollar. The Gold Delivery Agreement requires Gold ounces equal to the 
value of the Gold Delivery Amount to be delivered to the custody 
account of the Fund or Gold Delivery Provider, as applicable.
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    \22\ The Gold Delivery Provider will be a national banking 
association. The Gold Delivery Provider will be chartered and 
subject to regulation by the Office of the Comptroller of the 
Currency, a bureau of the United States Department of the Treasury 
and will be a member of the Federal Reserve System. The Gold 
Delivery Provider will not be affiliated with the Trust, the Fund, 
the Sponsor, the Trustee, the Administrator, the Transfer Agent, the 
Custodian or the Index Provider (defined below).
    \23\ If the applicable currency exchange rates did not change 
from one day to the next, or the net impact of such changes was 
zero, then the Fund would neither deliver nor receive Gold pursuant 
to the Gold Delivery Agreement.
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    The Fund does not intend to enter into any other Gold transactions 
other than with the Gold Delivery Provider as described in the Gold 
Delivery Agreement (except that the Fund may sell Gold to cover Fund 
expenses), and the Fund does not intend to hold any Reference Currency 
or enter into any currency transactions.
Description of the Index
    The Index is maintained and calculated by a major third-party data 
and index provider (the ``Index Provider''). The Index Provider has 
licensed the Index to the Sponsor for use in connection with the Trust 
and the Fund. The Index Provider will not be affiliated with the Fund's 
trust, the Fund, the Sponsor, the trustee for the Fund's trust, the 
Administrator, the Transfer Agent, the Custodian or Gold Delivery 
Provider. The Index Provider is not affiliated with a broker-dealer. 
The Index Provider has adopted policies and procedures designed to 
prevent the spread of material non-public information about the Index 
and maintains ``fire walls'' around the personnel who have access to 
information concerning changes and adjustments to the Index.
    The description of the strategy and methodology underlying the 
Index, which will be identified and described in the Registration 
Statement, is based on rules formulated by the Index Provider (the 
``Index Rules''). The Index Rules, which will be described in the 
Registration Statement, will govern the calculation and constitution of 
the Index and other decisions and actions related to its maintenance. 
The Index is described as a ``notional'' or ``synthetic'' portfolio or 
strategy because there is no actual portfolio of assets to which any 
person is entitled or in which any person has any ownership interest. 
The Index references certain assets (i.e., Gold and the Reference 
Currencies), the performance of which will be used as a reference point 
for calculating the daily performance of the Index (the ``Index

[[Page 55676]]

Level''). The Index seeks to track the daily performance of a long 
position in physical Gold and a short position in each of the Reference 
Currencies (as weighted in the Index). If the Gold Price (as defined 
below) increases and the Reference Currencies depreciate against the 
U.S. dollar, the Index Level will increase. Conversely, if the Gold 
Price decreases and the Reference Currencies appreciate against the 
U.S. dollar, the Index Level will decrease. In certain cases, the 
appreciation of the Gold Price or the depreciation of one or more of 
the Reference Currencies may be offset by the appreciation of one or 
more of the Reference Currencies or the depreciation of the Gold Price, 
as applicable. The net impact of these changes determines the Index 
Level on a daily basis.
    The Index values Gold on a daily basis using the ``Gold Price.'' 
The Gold Price generally is the LBMA Gold Price PM (though other 
sources may be used if the LBMA Gold Price PM is delayed or 
unavailable). The ``LBMA Gold Price'' means the price per troy ounce of 
Gold stated in U.S. dollars as set via an electronic auction process 
run twice daily at 10:30 a.m. and 3:00 p.m., London time each Business 
Day as calculated and administered by ICE Benchmark Administration 
Limited (``IBA'') and published by LBMA on its Web site. The ``LBMA 
Gold Price PM'' is the 3:00 p.m. LBMA Gold Price. IBA, an independent 
specialist benchmark administrator, provides the price platform, 
methodology and the overall administration and governance for the LBMA 
Gold Price.
    As noted herein, the term ``Reference Currencies'' refers to the 
major, non-U.S. currencies referenced by the Index. Each Reference 
Currency is expressed in terms of a number of foreign currency units 
relative to one U.S. dollar (e.g., a number of Japanese yen per one 
U.S. dollar) or in terms of a number of U.S. dollars per one unit of 
the reference currency (e.g., a number of U.S. dollars per one euro).
    The Index weights its exposure to each Reference Currency based on 
the Triennial Central Bank Survey of foreign exchange turnover (the 
``FX Liquidity Survey'') as conducted by the Monetary and Economic 
Department of the Bank of International Settlements (``BIS''). Every 
three years, the BIS reviews turnover in the foreign exchange markets 
and publishes its preliminary results in September and final results in 
December. The BIS last published its FX Liquidity Survey in September 
2013. The Index references the summary results of the most recent FX 
Liquidity Survey to determine which currencies are Reference Currencies 
and the weight of those Reference Currencies in the Index. The most 
liquid Reference Currencies are more heavily weighted in the Index.
    The Index currently references European Union euro (``euro'' or 
``EUR''), the Japanese yen (``JPY'' or yen''), the British pound 
(``GBP''), the Australian dollar (``AUD''), the Swiss franc (``CHF''), 
the Canadian dollar (``CAD'') and the New Zealand dollar (``NZD'') 
(each of which is measured against U.S. dollars). The three most 
heavily weighted currencies referenced in the Index and their 
respective weights as of April 20, 2015 were the euro (approximately 
38%), yen (approximately 26%) and GBP (approximately 13%).
    Index values generally are calculated using the published WMR Spot 
Rate (``Spot Rate'') as of 4:00 p.m., London time associated with each 
Reference Currency, subject to adjustments as described below (though 
other rates may be used if the Spot Rate is delayed or unavailable). 
The ``Spot Rate'' is the rate at which a Reference Currency can be 
exchanged for U.S. dollars on an immediate basis, subject to the 
applicable settlement cycle. Thus, if an investor wanted to convert 
U.S. dollars into euros, the investor could enter into a spot 
transaction at the Spot Rate (subject to the bid/ask) and would receive 
euros in a number of days, depending on the settlement cycle of that 
currency. Generally, the settlement of a ``spot'' transaction is two 
currency business days (except in the case of Canadian dollars, which 
settle on the next business day). The following table sets forth the 
Reference Currencies (each of which is measured against U.S. dollars), 
the applicable ``Reuters Page'' for each Spot Rate referenced by the 
Index and the market convention for quoting such currency.

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       Reference currency \24\               Reuters page                Market convention for quotation
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EUR/USD..............................  USDEURFIX=WM...........  Number of USD per one EUR.
USD/JPY..............................  USDJPYFIX=WM...........  Number of JPY per one USD.
GBP/USD..............................  USDGBPFIX=WM...........  Number of USD per one GBP.
AUD/USD..............................  USDAUDFIX=WM...........  Number of USD per one AUD.
USD/CHF..............................  USDCHFFIX=WM...........  Number of CHF per one USD.
USD/CAD..............................  USDCADFIX=WM...........  Number of CAD per one USD.
USD/HKD..............................  USDHKDFIX=WM...........  Number of HKD per one USD.
USD/SEK..............................  USDSEKFIX=WM...........  Number of SEK per one USD.
NZD/USD..............................  USDNZDFIX=WM...........  Number of USD per one NZD.
USD/NOK..............................  USDNOKFIX=WM...........  Number of NOK per one USD.
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    Settlement in most spot currency transactions is two currency 
business days after the trade date. A ``tomorrow-next trade'' arises 
when a person does not want to settle the transaction and receive the 
currency within that timeframe. A ``tomorrow next forward point'' or 
``t/n forward point'' is the number of basis points associated with 
rolling a currency position that would otherwise settle ``tomorrow'' so 
that the position would settle on the ``next'' day. Since the Index 
does not take actual delivery of the Reference Currencies, Index values 
are calculated using a tomorrow next forward rate which is combined 
with the Spot Rate.
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    \24\ The Index is governed by an Index rule that provides that 
only the currencies that constitute the top 90% of currencies based 
on FX turnover as described in the triennial BIS FX Liquidity Survey 
are included in the Index. After the 2007 BIS FX Liquidity Survey, 
HKD, SEK and NOK were in the Index because they were in the top 90% 
of FX turnover. As of the 2013 BIS FX Liquidity Survey, however, the 
Index was rebalanced and these three currencies dropped out because 
they were no longer in the top 90% of FX turnover. After the release 
of the 2016 BIS FX Liquidity Survey, and the subsequent rebalancing 
of the Index, the currencies that appear in the Index will be those 
currencies that are in the top 90% of FX turnover based on the 
results of the 2016 BIS FX Liquidity Survey.
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    In general, the Index is calculated by the Index Provider each 
Business Day, unless there is a ``Market Disruption Event'' or 
``Extraordinary Event'' as described below.
The Gold Delivery Agreement
    The Fund has entered into a written contract with the Gold Delivery 
Provider. Subject to the terms of the Gold Delivery Agreement, on a 
daily basis, the Gold Delivery Provider will (i)

[[Page 55677]]

calculate the Gold Delivery Amount and (ii) deliver Gold ounces equal 
to the U.S. dollar value of the Gold Delivery Amount into or out of the 
Fund. The Gold Delivery Amount is the amount of Gold ounces to be 
delivered into or out of the Fund on a daily basis to reflect price 
movements in the Reference Currencies against the U.S. dollar from the 
prior Business Day (assuming no Market Disruption Event or 
Extraordinary Event has occurred or is continuing as described in more 
detail below).
    The starting point for the calculation of the Gold Delivery Amount 
is the daily change in the exchange rate of the Reference Currencies, 
in their respective Index weights, against the U.S. dollar. The Gold 
Delivery Amount is calculated, in simplest terms, by applying this rate 
to the dollar value of Gold bullion held by the Fund. The result of 
this calculation is an amount in U.S. dollars which reflects how the 
Fund's Gold holdings would have performed if such holdings had been 
denominated in the Reference Currencies instead of the U.S. dollar. 
This dollar amount is converted into a number of ounces of Gold based 
on the published price of Gold, which amount is the Gold Delivery 
Amount for the Fund.
    Specifically, the Gold Delivery Provider will determine the effect 
of changes in the daily value of the Reference Currencies against the 
U.S. dollar by calculating the change in the Spot Rate of the Reference 
Currencies in their respective Index weights against the U.S. dollar 
from the prior Business Day. The Gold Delivery Provider may use other 
rates if the Spot Rate is delayed or unavailable as set forth in the 
Gold Delivery Agreement. The resultant U.S. dollar amount is referred 
to as the ``FX PnL per Ounce.'' The Gold Delivery Provider generally 
will make this calculation shortly after the Reference Currency prices 
are published at the ``WMR FX Fixing Time,'' which is generally at 4:00 
p.m., London Time.
    The FX PnL per Ounce is then multiplied by the number of Shares 
outstanding on such Business Day (without giving effect to any creation 
or redemption orders accepted for such Business Day) and the amount of 
Gold (in ounces) associated with each Share. For these purposes Gold is 
valued at the Gold Price (i.e., the LBMA Gold Price PM, though the Gold 
Delivery Provider may use other sources if the LBMA Gold Price PM is 
delayed or unavailable, as set forth in the Gold Delivery Agreement). 
This calculation produces an amount in U.S. dollars equal to how the 
Fund's Gold holdings would have performed if such holdings had been 
denominated in the Reference Currencies instead of the U.S. dollar. 
This amount is referred to as the ``Net FX PnL Amount.''
    The Net FX PnL Amount is converted into a number of ounces of Gold 
based on the next available Gold Price and is adjusted downward by a 
small amount to reflect the market cost to the Gold Delivery Provider 
of effectuating the transactions that allow it to provide the Fund with 
the Gold Delivery Amount (which amount is based on each Business Day's 
changing size of the Fund's Gold holdings, changing gold prices, and 
changing prices of the Reference Currencies). The resultant total is 
the Gold Delivery Amount.
    If the Gold Delivery Amount is a positive number (meaning that the 
Fund has experienced a currency gain on the notional currency short 
positions), the Gold Delivery Provider will transfer to the Fund's 
custody account an amount of Gold (in ounces) equal to the U.S. dollar 
value of the Gold Delivery Amount. If the Gold Delivery Amount is a 
negative number (meaning that the Fund has experienced a currency loss 
on the notional currency short positions), the Fund will transfer to 
the Gold Delivery Provider's custody account an amount of Gold (in 
ounces) equal to the U.S. dollar value of the Gold Delivery Amount.
    The Gold Delivery Agreement also specifies how the amount of Gold 
representing a Creation Unit \25\ is determined and delivered in 
creation and redemption transactions, as described further below under 
the heading ``Creation and Redemption of Fund Shares.''
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    \25\ A Creation Unit is a block of 25,000 Shares. Multiple 
blocks of 25,000 Shares are called ``Creation Units.''
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Market Disruption and Extraordinary Events
    From time to time, unexpected events may cause the calculation of 
the Index and/or the operation of the Fund to be disrupted. These 
events are expected to be relatively rare. Though expected to be rare, 
there can be no guarantee these events will not occur. These events are 
referred to as either ``Market Disruption Events'' or ``Extraordinary 
Events'' depending largely on their significance and potential impact 
to the Index and Fund. Market Disruption Events and Extraordinary 
Events include disruptions in the trading of Gold or the Reference 
Currencies, delays or disruptions in the publication of the LBMA Gold 
Price or the Spot Rate and unusual market or other events. For example, 
market conditions or other events which result in a material limitation 
in, or a suspension of, the trading of physical Gold generally would be 
considered Market Disruption Events, as would material disruptions or 
delays in the determination or publication of the LBMA Gold Price PM. 
Similarly, market conditions which prevent, restrict or delay the Gold 
Delivery Provider's ability to convert a Reference Currency to U.S. 
dollars or deliver a Reference Currency through customary channels 
generally would be considered Market Disruption Events, as would 
material disruptions or delays in the determination or publication of 
the Spot Rate. The occurrence of a Market Disruption Event for five 
consecutive Business Days generally would be considered an 
Extraordinary Event for the Index and Fund.
Consequences of a Market Disruption or Extraordinary Event
    On any Business Day in which a Market Disruption Event or 
Extraordinary Event has occurred or is continuing, the Index Provider 
generally will not calculate the Index and the Gold Delivery Provider 
generally will not calculate the Net FX PnL of the Fund or the Gold 
Delivery Amount. As a result, on these days the Fund may temporarily 
suspend the acceptance of orders to create or redeem Creation Units of 
Fund Shares and the Gold Delivery Provider generally will not deliver 
Gold ounces equal in value to the Gold Delivery Amount to or from the 
Fund. In addition, the Fund may use alternate pricing sources to 
calculate NAV during the occurrence of any Market Disruption or 
Extraordinary event.\26\
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    \26\ The Exchange may suspend trading in the Shares in the event 
the Sponsor suspends the right of redemptions.
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The London Gold Bullion Market
    Although the market for physical gold is global, most over-the-
counter, or ``OTC'', trades are cleared through London. In addition to 
coordinating market activities, the LBMA acts as the principal point of 
contact between the market and its regulators. A primary function of 
the LBMA is its involvement in the promotion of refining standards by 
maintenance of the ``London Good Delivery Lists,'' which are the lists 
of LBMA accredited melters and assayers of gold. The LBMA also 
coordinates market clearing and vaulting, promotes good trading 
practices and develops standard documentation.
    The term ``loco London'' refers to gold bars physically held in 
London that

[[Page 55678]]

meet the specifications for weight, dimensions, fineness (or purity), 
identifying marks (including the assay stamp of a LBMA acceptable 
refiner) and appearance set forth in ``The Good Delivery Rules for Gold 
and Silver Bars'' published by the LBMA. Gold bars meeting these 
requirements are known as ``London Good Delivery Bars.'' All of the 
gold held by the Fund will be London Good Delivery Bars meeting the 
specifications for weight, dimensions, fineness (or purity), 
identifying marks and appearance of gold bars as set forth in ``The 
Good Delivery Rules for Gold and Silver Bars'' published by the LBMA.
    The unit of trade in London is the troy ounce, whose conversion 
between grams is: 1,000 grams = 32.1507465 troy ounces and 1 troy ounce 
= 31.1034768 grams. A London Good Delivery Bar is acceptable for 
delivery in settlement of a transaction on the OTC market. Typically 
referred to as 400-ounce bars, a London Good Delivery Bar must contain 
between 350 and 430 fine troy ounces of gold, with a minimum fineness 
(or purity) of 995 parts per 1,000 (99.5%), be of good appearance and 
be easy to handle and stack. The fine gold content of a gold bar is 
calculated by multiplying the gross weight of the bar (expressed in 
units of 0.025 troy ounces) by the fineness of the bar.
The LBMA Gold Price
    IBA hosts a physically settled, electronic and tradeable auction 
process that provides a market-based platform for buyers and sellers to 
trade physical spot Gold. The final auction price is used and published 
to the market as the ``LBMA Gold Price benchmark.'' The LBMA Gold Price 
is set twice daily at 10:30 a.m., London time and 3:00 p.m., London 
time in three currencies: U.S. dollars, euro and British pounds. The 
LBMA Gold Price is a widely used benchmark for the physical spot price 
of Gold and is quoted by various financial information sources.
    Participants in the IBA auction process submit anonymous bids and 
offers which are published on screen and in real-time. Throughout the 
auction process, aggregated Gold bids and offers are updated in real-
time with the imbalance calculated and the price updated every 45 
seconds until the buy and sell orders are matched. When the net volume 
of all participants falls within a pre-determined tolerance the auction 
is deemed complete and the applicable LBMA Gold Price is published. 
Information about the auction process (such as aggregated bid and offer 
volumes) will be immediately available after the auction on the IBA's 
Web site.
    The LBMA Gold Price replaced the widely used ``London Gold Fix'' as 
of March 20, 2015.
The Gold Futures Markets
    Although the Fund will not invest in gold futures information about 
the gold futures market is relevant as such markets contribute to, and 
provide evidence of, the liquidity of the overall market for Gold.
    The most significant gold futures exchange is COMEX, part of the 
CME Group, Inc., which began to offer trading in gold futures contracts 
in 1974. TOCOM (Tokyo Commodity Exchange) is another significant 
futures exchange and has been trading gold since 1982. Trading on these 
exchanges is based on fixed delivery dates and transaction sizes for 
the futures and options contracts traded. Trading costs are negotiable. 
As a matter of practice, only a small percentage of the futures market 
turnover ever comes to physical delivery of the gold represented by the 
contracts traded. Both exchanges permit trading on margin. Both COMEX 
and TOCOM operate through a central clearance system and in each case, 
the clearing organization acts as a counterparty for each member for 
clearing purposes. Gold futures contracts also are traded on the 
Shanghai Gold Exchange and the Shanghai Futures Exchange.
    The global gold markets are overseen and regulated by both 
governmental and self-regulatory organizations. In addition, certain 
trade associations have established rules and protocols for market 
practices and participants.
Net Asset Value
    The Administrator will determine the NAV of Shares of the Fund each 
Business Day, unless there is a Market Disruption Event or 
Extraordinary Event. The NAV of Shares of the Fund is the aggregate 
value of the Fund's assets (which include gold payable, but not yet 
delivered, to the Fund) less its liabilities (which include accrued but 
unpaid fees and expenses). The NAV of the Fund will be calculated based 
on the price of Gold per ounce applied against the number of ounces of 
Gold owned by the Fund. The number of ounces of Gold held by the Fund 
is adjusted up or down on a daily basis to reflect the U.S. dollar 
value of currency gains or losses based on changes in the value of the 
Reference Currencies against the U.S. dollar. The number of ounces of 
Gold held by the Fund also reflects the amount of Gold delivered into 
(or out of) the Fund on a daily basis by Authorized Participants (as 
described below) creating and redeeming Shares. In determining the 
Fund's NAV, the Administrator generally will value the Gold held by the 
Fund based on the LBMA Gold Price PM for an ounce of Gold (though other 
sources may be used if the LBMA Gold Price PM is delayed or 
unavailable). Although the Fund will not hold the Reference Currencies, 
the Gold Delivery Provider generally will value the Reference 
Currencies based on the rates in effect as of the WMR FX Fixing Time, 
which is generally at 4:00 p.m., London Time (though other prices may 
be used if the 4:00 p.m. rate is delayed or unavailable). The 
Administrator will also determine the NAV per Share, which equals the 
NAV of the Fund, divided by the number of outstanding Shares. Unless 
there is a Market Disruption Event or Extraordinary Event, NAV 
generally will be calculated as of 4:00 p.m., London time.
Creation and Redemption of Shares
    The Fund expects to create and redeem Shares but only in Creation 
Units (a Creation Unit equals a block of 25,000 Shares or more). The 
creation and redemption of Creation Units requires the delivery to the 
Fund (or the distribution by the Fund in the case of redemptions) of 
the amount of Gold and any cash, if any, represented by the Creation 
Units being created or redeemed. The total amount of Gold and cash, if 
any, required for the creation of Creation Units will be based on the 
combined NAV of the number of Creation Units being created or redeemed. 
The initial amount of Gold required for deposit with the Fund to create 
Shares is 10,000 ounces per Creation Unit. The number of ounces of Gold 
required to create a Creation Unit or to be delivered upon redemption 
of a Creation Unit will gradually decrease over time. This is because 
the Shares comprising a Creation Unit will represent a decreasing 
amount of Gold due to the sale of the Fund's Gold to pay the expenses. 
Creation Units may be created or redeemed only by ``Authorized 
Participants'' (as described below), who may be required to pay a 
transaction fee for each order to create or redeem Creation Units as 
will be set forth in the Registration Statement. Authorized 
Participants may sell to other investors all or part of the Shares 
included in the Creation Units they purchase from the Fund.
Creation Procedures--Authorized Participants
    Authorized Participants are the only persons that may place orders 
to create

[[Page 55679]]

and redeem Creation Units. To become an Authorized Participant, a 
person must enter into a Participant Agreement. All Gold bullion must 
be delivered to the Fund and distributed by the Fund in unallocated 
form through credits and debits between an Authorized Participant's 
unallocated account (``Authorized Participant Unallocated Account'') 
and the Fund's unallocated account (``Fund Unallocated Account'') 
(except for Gold delivered to or from the Gold Delivery Provider 
pursuant to the Gold Delivery Agreement). All Gold bullion must be of 
at least a minimum fineness (or purity) of 995 parts per 1,000 (99.5%) 
and otherwise conform to the rules, regulations practices and customs 
of the LBMA, including the specifications for a London Good Delivery 
Bar.
    On any Business Day, an Authorized Participant may place an order 
with the Fund to create one or more Creation Units. Purchase orders 
must be placed by 10:00 a.m., Eastern time (``E.T.'') or the close of 
regular trading on NYSE Arca, whichever is earlier. The day on which 
the Fund receives a valid purchase order is the purchase order date. By 
placing a purchase order, an Authorized Participant agrees to deposit 
Gold with the Fund, or a combination of Gold and cash, if any, as 
described below.\27\ Prior to the delivery of Creation Units for a 
purchase order, the Authorized Participant must also have wired to the 
Fund the non-refundable transaction fee due for the purchase order.
---------------------------------------------------------------------------

    \27\ The Sponsor anticipates that in the ordinary course of the 
Fund's operations cash generally will not be part of any Creation 
Unit.
---------------------------------------------------------------------------

    The total deposit of Gold (and cash, if any) required to create 
each Creation Unit is referred to as the ``Creation Unit Gold Delivery 
Amount.'' The Creation Unit Gold Delivery Amount is the number of 
ounces of Gold required to be delivered to the Fund by an Authorized 
Participant in connection with a creation order for a single Creation 
Unit.\28\ The Creation Unit Gold Delivery Amount will be determined on 
the Business Day following the date such creation order is accepted. It 
is calculated by multiplying the number of Shares in a Creation Unit by 
the number of ounces of Gold (at the LBMA Gold Price PM) associated 
with Fund Shares on the Business Day the creation order is accepted. In 
addition, because the Gold Delivery Amount for the Fund does not 
reflect creation order transactions (see the section herein entitled 
``The Gold Delivery Agreement''), the Creation Unit Gold Delivery 
Amount is required to reflect the Gold Delivery Amount associated with 
such creation order. This amount is determined on the Business Day 
following the date such creation order is accepted. Finally, because 
the additional Gold submitted in connection with the creation order 
will increase the amount of Gold subject to the Gold Delivery 
Agreement, the Creation Unit Gold Delivery Amount reflects the notional 
cost to the Gold Delivery Provider of resizing (i.e., increasing) its 
Gold positions so that it can fulfill its obligations under the Gold 
Delivery Agreement.
---------------------------------------------------------------------------

    \28\ The ``Creation Unit Gold Delivery Amount'' is also used to 
refer to the number of ounces of Gold to be paid by the Fund to an 
Authorized Participant in connection with the redemption of a 
Creation Unit. See ``Redemption Procedures--Authorized 
Participants'' herein.
---------------------------------------------------------------------------

    An Authorized Participant who places a purchase order is 
responsible for crediting its Authorized Participant Unallocated 
Account with the required Gold deposit amount by the end of the second 
Business Day in London following the purchase order date. Upon receipt 
of the Gold deposit amount, the Custodian, after receiving appropriate 
instructions from the Authorized Participant and the Fund, will 
transfer on the third Business Day following the purchase order date 
the Gold deposit amount from the Authorized Participant Unallocated 
Account to the Fund Unallocated Account and the Administrator will 
direct the Depository Trust Company (``DTC'') to credit the number of 
Creation Units ordered to the Authorized Participant's DTC account. The 
expense and risk of delivery, ownership and safekeeping of Gold until 
such Gold has been received by the Fund will be borne solely by the 
Authorized Participant. If Gold is to be delivered other than as 
described above, the Sponsor is authorized to establish such procedures 
and to appoint such custodians and establish such custody accounts as 
the Sponsor determines to be desirable.
    Acting on standing instructions given by the Fund, the Custodian 
will transfer the Gold deposit amount from the Fund Unallocated Account 
to the Fund's allocated account by allocating to the allocated account 
specific bars of Gold from unallocated bars which the Custodian holds 
or instructing a subcustodian to allocate specific bars of Gold from 
unallocated bars held by or for the subcustodian. The Gold bars in an 
allocated Gold account are specific to that account and are identified 
by a list which shows, for each Gold bar, the refiner, assay or 
fineness, serial number and gross and fine weight. Gold held in the 
Fund's allocated account is the property of the Fund and is not traded, 
leased or loaned under any circumstances.
    The Custodian will use commercially reasonable efforts to complete 
the transfer of Gold to the Fund's allocated account prior to the time 
by which the Administrator is to credit the Creation Unit to the 
Authorized Participant's DTC account; if, however, such transfers have 
not been completed by such time, the number of Creation Units ordered 
will be delivered against receipt of the Gold deposit amount in the 
Fund's unallocated account, and all Shareholders will be exposed to the 
risks of unallocated Gold to the extent of that Gold deposit amount 
until the Custodian completes the allocation process.
Redemption Procedures--Authorized Participants
    The procedures by which an Authorized Participant can redeem one or 
more Creation Units mirror the procedures for the creation of Creation 
Units. On any Business Day, an Authorized Participant may place an 
order with the Fund to redeem one or more Creation Units. Redemption 
orders must be placed by 10:00 a.m. or the close of regular trading on 
NYSE Arca, whichever is earlier. A redemption order so received is 
effective on the date it is received in satisfactory form by the Fund. 
An Authorized Participant may be required to pay a transaction fee per 
order to create or redeem Creation Units as will be set forth in the 
Registration Statement.
    The redemption distribution from the Fund consists of a credit in 
the amount of the Creation Unit Gold Delivery Amount to the Authorized 
Participant Unallocated Account of the redeeming Authorized 
Participant. The Creation Unit Delivery Amount for redemptions is the 
number of ounces of Gold held by the Fund associated with the Shares 
being redeemed plus, or minus, the cash redemption amount (if any). The 
Sponsor anticipates that in the ordinary course of the Fund's 
operations there will be no cash distributions made to Authorized 
Participants upon redemptions. In addition, because the Gold to be paid 
out in connection with the redemption order will decrease the amount of 
Gold subject to the Gold Delivery Agreement, the Creation Unit Gold 
Delivery Amount reflects the cost to the Gold Delivery Provider of 
resizing (i.e., decreasing) its positions so that it can fulfill its 
obligations under the Gold Delivery Agreement.
    The redemption distribution due from the Fund is delivered to the 
Authorized Participant on the third Business Day following the 
redemption order date if,

[[Page 55680]]

by 9:00 a.m., E.T. on such third Business Day, the Fund's DTC account 
has been credited with the Creation Units to be redeemed. If the 
Administrator's DTC account has not been credited with all of the 
Creation Units to be redeemed by such time, the redemption distribution 
is delivered to the extent of whole Creation Units received. Any 
remainder of the redemption distribution is delivered on the next 
Business Day to the extent of remaining whole Creation Units received 
if the Administrator receives the fee applicable to the extension of 
the redemption distribution date which the Administrator may, from time 
to time, determine and the remaining Creation Units to be redeemed are 
credited to the Administrator's DTC account by 9:00 a.m., E.T. on such 
next Business Day. Any further outstanding amount of the redemption 
order will be cancelled. The Administrator is also authorized to 
deliver the redemption distribution notwithstanding that the Creation 
Units to be redeemed are not credited to the Administrator's DTC 
account by 9:00 a.m., Eastern time (``E.T.'') on the third Business Day 
following the redemption order date if the Authorized Participant has 
collateralized its obligation to deliver the Creation Units through 
DTC's book entry system on such terms as the Sponsor and the 
Administrator may from time to time agree upon.
    The Custodian transfers the redemption Gold amount from the Fund's 
allocated account to the Fund's unallocated account and, thereafter, to 
the redeeming Authorized Participant's Authorized Participant 
Unallocated Account.
    The Fund may, in its discretion, suspend the right of redemption, 
or postpone the redemption settlement date for: (1) Any period during 
which NYSE Arca is closed other than customary weekend or holiday 
closings, or trading on NYSE Arca is suspended or restricted; (2) any 
period during which an emergency exists as a result of which delivery, 
disposal or evaluation of Gold is not reasonably practicable; or (3) 
such other period as the Fund or Sponsor determines to be necessary for 
the protection of the Shareholders.
    The Fund will reject a redemption order if (i) the order is not in 
proper form as described in the Participant Agreement, (ii) the 
fulfillment of the order, in the opinion of its counsel, might be 
unlawful, (iii) the order would have adverse tax consequences to the 
Fund or its Shareholders or (iv) circumstances outside the control of 
the Administrator, the Sponsor or the Custodian make the redemption, 
for all practical purposes, not feasible to process.
Secondary Market Trading
    While the Fund's investment objective is for the Shares to reflect 
the performance of Gold bullion in terms of the Reference Currencies 
reflected in the Index, less the expenses of the Fund, the Shares may 
trade in the secondary market at prices that are lower or higher 
relative to their NAV per Share. The amount of the discount or premium 
in the trading price relative to the NAV per Share may be influenced by 
non-concurrent trading hours between the NYSE Arca and the COMEX, 
London, Zurich and Singapore. While the Shares will trade on NYSE Arca 
until 8:00 p.m., E.T., liquidity in the global gold market will be 
reduced after the close of the COMEX at 1:30 p.m., E.T. As a result, 
during this time, trading spreads, and the resulting premium or 
discount, on the Shares may widen.
Fund Expenses
    The Sponsor will receive an annual fee equal to 0.50% of the daily 
NAV of the Fund. In return the Sponsor will be responsible for the 
payment of the ordinary fees and expenses of the Fund, including the 
Administrator's fee, the Custodian's fee, the Gold Delivery Provider's 
fee, and the Index Provider's fee. This will be the case regardless of 
whether the ordinary expenses of the Fund exceed 0.50% of the daily NAV 
of the Fund. The Sponsor's fee is expected to be the only ordinary 
recurring expense of the Fund.
Availability of Information Regarding Gold and Reference Currency 
Prices
    Currently, the Consolidated Tape Plan does not provide for 
dissemination of the spot price of a commodity, such as gold, or the 
spot price of the Reference Currencies, over the Consolidated Tape. 
However, there will be disseminated over the Consolidated Tape the last 
sale price for the Shares, as is the case for all equity securities 
traded on the Exchange (including exchange-traded funds). In addition, 
there is a considerable amount of information about gold and currency 
prices and gold and currency markets available on public Web sites and 
through professional and subscription services.
    Investors may obtain on a 24-hour basis gold pricing information 
based on the spot price for an ounce of Gold and pricing information 
for the Reference Currencies from various financial information service 
providers, such as Reuters and Bloomberg.
    Reuters and Bloomberg, for example, 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. Complete real-time 
data for Gold futures and options prices traded on the COMEX are 
available by subscription from Reuters and Bloomberg. 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. In addition, the LBMA Gold Price is publicly 
available at no charge at www.lbma.org.uk.
    In addition, Reuters and Bloomberg, for example, provide at no 
charge on their Web sites delayed information regarding the spot price 
of each Reference Currency, as well as information about news and 
developments in the currency markets. Reuters and Bloomberg also offer 
a professional service to subscribers for a fee that provides 
information on currency transactions directly from market participants. 
Complete real-time data for currency transactions are available by 
subscription from Reuters and Bloomberg. There are a variety of other 
public Web sites providing information about the Reference Currencies 
and currency transactions, ranging from those specializing in currency 
trading to sites maintained by major newspapers.
Availability of Information
    The Fund Web site will provide an intraday indicative value 
(``IIV'') per share for the Shares updated every 15 seconds, as 
calculated by the Exchange or a third party financial data provider 
during the Exchange's Core Trading Session (9:30 a.m. to 4:00 p.m., 
E.T. The IIV will be calculated based on the amount of Gold required 
for creations and redemptions and (i) a price of Gold derived from 
updated bids and offers indicative of the spot price of Gold, and (ii) 
intra-day exchange rates for each Reference Currency against the U.S. 
dollar.\29\ The Fund Web site will also provide the Creation Basket 
Deposit and the NAV of the Fund as calculated each Business Day by the 
Sponsor.
---------------------------------------------------------------------------

    \29\ The IIV on a per Share basis disseminated during the Core 
Trading Session should not be viewed as a real-time update of the 
NAV, which is calculated once a day.
---------------------------------------------------------------------------

    In addition, the Web site for the Fund will contain the following 
information, on a per Share basis, for the Fund: (a)

[[Page 55681]]

The mid-point of the bid-ask price \30\ at the close of trading in 
relation to the NAV as of the time the NAV is calculated (``Bid/Ask 
Price''), and a calculation of the premium or discount of such price 
against such NAV; and (b) data in chart format displaying the frequency 
distribution of discounts and premiums of the Bid/Ask Price against the 
NAV, within appropriate ranges, for each of the four previous calendar 
quarters. The Web site for the Fund will also provide the Fund's 
prospectus, as well as the two most recent reports to stockholders. 
Finally, the Fund Web site will provide the last sale price of the 
Shares as traded in the U.S. market. In addition, the Exchange will 
make available over the Consolidated Tape quotation information, 
trading volume, closing prices and NAV for the Shares from the previous 
day. The LBMA Gold Price is publicly available at no charge at 
www.lbma.org.uk. The Index value will be calculated daily using the 
daily LBMA Gold Price PM and the Spot Rate as of 4:00 p.m., London 
time. The Index value will be available from major market data vendors. 
The FX PnL per Ounce, the Net FX PnL Amount, and the Gold Delivery 
Amount will be available from the Fund's Web site.
---------------------------------------------------------------------------

    \30\ The bid-ask price of the Trust is determined using the 
highest bid and lowest offer on the Consolidated Tape as of the time 
of calculation of the closing day NAV.
---------------------------------------------------------------------------

Criteria for Initial and Continued Listing
    The Fund will be subject to the criteria in NYSE Arca Equities Rule 
8.201(e) for initial and continued listing of the Shares.
    A minimum of 100,000 Shares will be required to be outstanding at 
the start of trading. The minimum number of shares required to be 
outstanding is comparable to requirements that have been applied to 
previously listed shares of the Sprott Physical Gold Trust, ETFS 
Trusts, streetTRACKS Gold Trust, the iShares COMEX Gold Trust, and the 
iShares Silver Trust. The Exchange believes that the anticipated 
minimum number of Shares outstanding at the start of trading is 
sufficient to provide adequate market liquidity.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus 
rendering trading in the Fund subject to the Exchange's existing rules 
governing the trading of equity securities. Trading in the Shares on 
the Exchange will occur in accordance with NYSE Arca Equities Rule 
7.34(a). The Exchange has appropriate rules to facilitate transactions 
in the Shares during all trading sessions. As provided in NYSE Arca 
Equities Rule 7.6, Commentary .03, the minimum price variation 
(``MPV'') for quoting and entry of orders in equity securities traded 
on the NYSE Arca Marketplace is $0.01, with the exception of securities 
that are priced less than $1.00 for which the MPV for order entry is 
$0.0001.
    Further, NYSE Arca Equities Rule 8.201 sets forth certain 
restrictions on ETP Holders acting as registered Market Makers in the 
Shares to facilitate surveillance. Pursuant to NYSE Arca Equities Rule 
8.201(g), an ETP Holder acting as a registered Market Maker in the 
Shares is required to provide the Exchange with information relating to 
its trading in the underlying gold, related futures or options on 
futures, or any other related derivatives. Commentary .04 of NYSE Arca 
Equities Rule 6.3 requires an ETP Holder acting as a registered Market 
Maker, and its affiliates, in the Shares to establish, maintain and 
enforce written policies and procedures reasonably designed to prevent 
the misuse of any material nonpublic information with respect to such 
products, any components of the related products, any physical asset or 
commodity underlying the product, applicable currencies, underlying 
indexes, related futures or options on futures, and any related 
derivative instruments (including the Shares).
    As a general matter, the Exchange has regulatory jurisdiction over 
its ETP Holders and their associated persons, which include any person 
or entity controlling an ETP Holder. A subsidiary or affiliate of an 
ETP Holder that does business only in commodities or futures contracts 
would not be subject to Exchange jurisdiction, but the Exchange could 
obtain information regarding the activities of such subsidiary or 
affiliate through surveillance sharing agreements with regulatory 
organizations of which such subsidiary or affiliate is a member.
    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 on the Exchange in the Shares may be 
halted because of market conditions or for reasons that, in the view of 
the Exchange, make trading in the Shares inadvisable. These may 
include: (1) The extent to which conditions in the underlying gold 
market have caused disruptions and/or lack of trading, or (2) whether 
other unusual conditions or circumstances detrimental to the 
maintenance of a fair and orderly market are present. In addition, 
trading in Shares will be subject to trading halts caused by 
extraordinary market volatility pursuant to the Exchange's ``circuit 
breaker'' rule.\31\ The Exchange will halt trading in the Shares if the 
NAV of the Trust is not calculated or disseminated daily. The Exchange 
may halt trading during the day in which an interruption occurs to the 
dissemination of the IIV, as described above. If the interruption to 
the dissemination of the IIV persists past the trading day in which it 
occurs, the Exchange will halt trading no later than the beginning of 
the trading day following the interruption.
---------------------------------------------------------------------------

    \31\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances, administered by the Financial 
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange, 
which are designed to detect violations of Exchange rules and 
applicable federal securities laws.\32\ 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 and federal securities laws applicable to trading on 
the Exchange. The surveillances referred to above generally focus on 
detecting securities trading outside their normal patterns, which could 
be indicative of manipulative or other violative activity. When such 
situations are detected, surveillance analysis follows and 
investigations are opened, where appropriate, to review the behavior of 
all relevant parties for all relevant trading violations.
---------------------------------------------------------------------------

    \32\ FINRA surveils trading on the Exchange pursuant to a 
regulatory services agreement. The Exchange is responsible for 
FINRA's performance under this regulatory services agreement.
---------------------------------------------------------------------------

    FINRA, on behalf of the Exchange, will communicate as needed 
regarding trading in the Shares with other markets and other entities 
that are members of the ISG, and FINRA, on behalf of the Exchange, may 
obtain trading information regarding trading in the Shares from such 
markets and other entities. In addition, the Exchange may obtain 
information regarding trading in the Shares from markets and other 
entities that are members of ISG or with which the Exchange has in 
place a comprehensive surveillance sharing agreement.\33\
---------------------------------------------------------------------------

    \33\ For a list of the current members of ISG, see 
www.isgportal.org.
---------------------------------------------------------------------------

    Also, pursuant to NYSE Arca Equities Rule 8.201(g), the Exchange is 
able to obtain information regarding trading in the Shares and the 
underlying gold, gold futures contracts, options on gold futures, or 
any other gold derivative, through ETP Holders acting as

[[Page 55682]]

registered Market Makers, in connection with such ETP Holders' 
proprietary or customer trades through ETP Holders which they effect on 
any relevant market. In addition, the Exchange also has a general 
policy prohibiting the distribution of material, non-public information 
by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its 
ETP Holders in an Information Bulletin of the special characteristics 
and risks associated with trading the Shares. Specifically, the 
Information Bulletin will discuss the following: (1) The procedures for 
purchases and redemptions of Shares in Baskets (including noting that 
Shares are not individually redeemable); (2) 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; (3) how information regarding the IIV is disseminated; (4) 
the requirement that ETP Holders deliver a prospectus to investors 
purchasing newly issued Shares prior to or concurrently with the 
confirmation of a transaction; (5) the possibility that trading spreads 
and the resulting premium or discount on the Shares may widen as a 
result of reduced liquidity of gold trading during the Core and Late 
Trading Sessions after the close of the major world gold markets; and 
(6) trading information. For example, the Information Bulletin will 
advise ETP Holders, prior to the commencement of trading, of the 
prospectus delivery requirements applicable to the Fund. The Exchange 
notes that investors purchasing Shares directly from the Fund (by 
delivery of the Creation Basket Deposit) will receive a prospectus. ETP 
Holders purchasing Shares from the Fund for resale to investors will 
deliver a prospectus to such investors.
    In addition, the Information Bulletin will reference that the Fund 
is subject to various fees and expenses as will be described in the 
Registration Statement. The Information Bulletin will also reference 
the fact that there is no regulated source of last sale information 
regarding physical gold, that the Commission has no jurisdiction over 
the trading of gold as a physical commodity, and that the CFTC has 
regulatory jurisdiction over the trading of gold futures contracts and 
options on gold futures contracts.
    The Information Bulletin will also discuss any relief, if granted, 
by the Commission or the staff from any rules under the Act.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under section 6(b)(5) \34\ 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.
---------------------------------------------------------------------------

    \34\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
Shares will be listed and traded on the Exchange pursuant to the 
initial and continued listing criteria in NYSE Arca Equities Rule 
8.201. The Exchange has in place surveillance procedures that are 
adequate to properly monitor trading in the Shares in all trading 
sessions and to deter and detect violations of Exchange rules and 
applicable federal securities laws. The Exchange may obtain information 
via ISG from other exchanges that are members of ISG or with which the 
Exchange has entered into a comprehensive surveillance sharing 
agreement.
    The proposed rule change is designed to promote just and equitable 
principles of trade and to protect investors and the public interest in 
that there is a considerable amount of gold price and gold market 
information available on public Web sites and through professional and 
subscription services. Investors may obtain on a 24-hour basis gold 
pricing information based on the spot price for an ounce of gold from 
various financial information service providers. Investors may obtain 
gold pricing information based on the spot price for an ounce of gold 
from various financial information service providers. Current spot 
prices also are generally available with bid/ask spreads from gold 
bullion dealers. In addition, the Fund's Web site will provide pricing 
information for gold spot prices and the Shares. Market prices for the 
Shares will be available from a variety of sources including brokerage 
firms, information Web sites and other information service providers. 
The NAV of the Fund will be published by the Sponsor on each day that 
the NYSE Arca is open for regular trading and will be posted on the 
Fund's Web site. The IIV relating to the Shares will be widely 
disseminated by one or more major market data vendors at least every 15 
seconds during the Core Trading Session. In addition, the LBMA Gold 
Price is publicly available at no charge at www.lbma.org.uk. The Fund's 
Web site will also provide the Fund's prospectus, as well as the two 
most recent reports to stockholders. In addition, the Exchange will 
make available over the Consolidated Tape quotation information, 
trading volume, closing prices and NAV for the Shares from the previous 
day.
    The proposed rule change is designed to perfect the mechanism of a 
free and open market and, in general, to protect investors and the 
public interest in that it will facilitate the listing and trading of 
an additional type of exchange-traded product that will enhance 
competition among market participants, to the benefit of investors and 
the marketplace. As noted above, the Exchange has in place surveillance 
procedures relating to trading in the Shares and may obtain information 
via ISG from other exchanges that are members of ISG or with which the 
Exchange has entered into a comprehensive surveillance sharing 
agreement. In addition, as noted above, investors will have ready 
access to information regarding gold pricing.

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 Exchange believes the 
proposed rule change will enhance competition by accommodating Exchange 
trading of an additional exchange-traded product relating to physical 
gold.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or within such longer period up to 90 days (i) as the 
Commission may designate if it finds such longer period to be 
appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) by order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

[[Page 55683]]

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-2015-76 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-2015-76. 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 such 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-2015-76, and should 
be submitted on or before October 7, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\35\
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    \35\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2015-23284 Filed 9-15-15; 8:45 am]
 BILLING CODE 8011-01-P