[Federal Register Volume 82, Number 248 (Thursday, December 28, 2017)]
[Notices]
[Pages 61601-61608]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-27993]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82372; File No. SR-NYSEArca-2017-140]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
of Proposed Rule Change To List and Trade Shares of the Perth Mint 
Physical Gold ETF Trust Under NYSE Arca Rule 8.201-E

December 21, 2017.
    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 December 11, 2017, 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 Perth Mint 
Physical Gold ETF Trust under NYSE Arca Rule 8.201-E. The proposed 
change is available on the Exchange's website at www.nyse.com, at the 
principal office of

[[Page 61602]]

the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
Perth Mint Physical Gold ETF Trust (``Trust''), under NYSE Arca Rule 
8.201-E.\4\ Under NYSE Arca Rule 8.201-E, 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 30, 2017, the Trust submitted to the Commission 
its draft registration statement on Form S-1 (the ``Registration 
Statement'') under the Securities Act of 1933 (15 U.S.C. 77a) 
(``Securities Act''). The Jumpstart Our Business Startups Act, 
enacted on April 5, 2012, added Section 6(e) to the Securities Act. 
Section 6(e) of the Securities Act provides that an ``emerging 
growth company'' may confidentially submit to the Commission a draft 
registration statement for confidential, non-public review by the 
Commission staff prior to public filing, provided that the initial 
confidential submission and all amendments thereto shall be publicly 
filed not later than 21 days before the date on which the issuer 
conducts a road show, as such term is defined in Securities Act Rule 
433(h)(4). An emerging growth company is defined in Section 2(a)(19) 
of the Securities Act as an issuer with less than $1,000,000,000 
total annual gross revenues during its most recently completed 
fiscal year. The Trust meets the definition of an emerging growth 
company and consequently has submitted its Form S-1 Registration 
Statement on a confidential basis with the Commission.
    \5\ Commodity-Based Trust Shares are securities issued by a 
trust that represents investors' discrete identifiable and undivided 
beneficial ownership interest in the commodities deposited into the 
Trust.
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    The Trust will not be registered as an investment company under the 
Investment Company Act of 1940, as amended,\6\ and is not required to 
register under such act. The Trust is not a commodity pool for purposes 
of the Commodity Exchange Act, as amended.\7\
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    \6\ 15 U.S.C. 80a-1.
    \7\ 17 U.S.C. 1.
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    The sponsors of the Trust will be Gold Corporation (the ``Custodial 
Sponsor'') and Exchange Traded Concepts, LLC (``ETC'' or the 
``Administrative Sponsor'' and, together with the Custodial Sponsor, 
the ``Sponsors''). Gold Corporation, doing business as the Perth Mint, 
is a Western Australian Government owned statutory body corporate 
established by the Gold Corporation Act 1987 (Western Australia). ETC 
is an Oklahoma limited liability company majority owned by Cottonwood 
ETF Holdings LLC. ETC is a registered investment adviser and provides 
investment advisory services to domestic and international equity and 
fixed income ETFs. The Trustee will be the Bank of New York Mellon (the 
``Trustee''). Gold Corporation will also serve as custodian of the 
Trust's gold bullion (in such capacity, the ``Custodian'').\8\
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    \8\ As Custodian of the Trust's gold bullion, Gold Corporation 
will be responsible for the safekeeping of the Trust's gold and 
supplying inventory information to the Trustee and the Sponsors. The 
Custodian will also be responsible for facilitating the transfer of 
gold in and out of the Trust and facilitating the shipment of 
Physical Gold to Delivery Applicants. The Custodian will confirm the 
deposit of gold into the Trust Unallocated Metal Account (as defined 
herein) received from an Authorized Participant in exchange for 
Baskets. The Custodian will promptly convert the deposit to 
allocated Gold held in the Trust Allocated Metal Account. The 
Custodian must allocate ownership of Physical Gold to the Trust such 
that no amount of Gold remains standing for the benefit of the Trust 
in the Trust Unallocated Metal Account at the Custodian's Close of 
Business on each Business Day. In the event that the Custodian is 
unable to fully effect such allocation by such time, it will use 
reasonable efforts to cause such allocation as soon as possible. The 
Custodian will safely store Physical Gold in its own vaulting 
facilities and any other vaulting facility as approved by the 
Custodian and utilize the services of its appointed secure 
transportation provider at the risk of the Custodian. The Trust's 
gold holdings are subject to periodic audits and, under the Custody 
Agreement, the Custodian has agreed to permit auditors to access all 
premises during normal business hours to examine the gold held for 
the Trust and such records as they reasonably require.
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    The Commission has previously approved listing on the Exchange 
under NYSE Arca Rule 5.2-E(j)(5) and 8.201-E of other precious metals 
and gold-based commodity trusts, including GraniteShares Gold Trust; 
\9\ VanEck Merk Gold Trust (formerly Merk Gold Trust); \10\ ETFS Gold 
Trust,\11\ ETFS Platinum Trust \12\ and ETFS Palladium Trust 
(collectively, the ``ETFS Trusts''); \13\ APMEX Physical-1 oz. Gold 
Redeemable Trust; \14\ Sprott Gold Trust; \15\ SPDR Gold Trust 
(formerly, streetTRACKS Gold Trust); iShares Silver Trust; \16\ iShares 
COMEX Gold Trust,\17\ Long Dollar Gold Trust,\18\ and Euro Gold Trust, 
Pound Gold Trust and Yen Gold Trust.\19\ Prior to their listing on the 
Exchange, the Commission approved listing of the streetTRACKS Gold 
Trust on the New York Stock Exchange (``NYSE'') \20\ and listing of 
iShares COMEX Gold Trust and iShares Silver Trust on the American Stock 
Exchange LLC. \21\ In addition, the Commission has approved trading of 
the streetTRACKS Gold Trust and iShares Silver Trust on the Exchange 
pursuant to UTP.\22\
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    \9\ Securities Exchange Act Release No. 81077 (July 5, 2017) 82 
FR 32024 (July 11, 2017) (SR-NYSEArca-2017-55)
    \10\ Securities Exchange Act Release No. 71378 (January 23, 
2014), 79 FR 4786 (January 29, 2014) (SR-NYSEArca-2013-137).
    \11\ Securities Exchange Act Release No. 59895 (May 8, 2009), 74 
FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40).
    \12\ Securities Exchange Act Release No. 61219 (December 22, 
2009), 74 FR 68886 (December 29, 2009) (SR-NYSEArca-2009-95).
    \13\ Securities Exchange Act Release No. 61220 (December 22, 
2009), 74 FR 68895 (December 29, 2009) (SR-NYSEArca-2009-94).
    \14\ Securities Exchange Act Release No 66930 (May 7, 2012), 77 
FR 27817 (May 11, 2012) (SR-NYSEArca-2012-18)
    \15\ Securities Exchange Act Release No. 61496 (February 4, 
2010), 75 FR 6758 (February 10, 2010) (SR-NYSEArca-2009-113).
    \16\ 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)).
    \17\ 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 street TRACKS 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).
    \18\ See Securities Exchange Act Release No. 79518 (December 9, 
2016), 81 FR 90876 (December 15, 2016) (SR-NYSEArca-2016-84) (order 
approving listing and trading of shares of the Long Dollar Gold 
Trust).
    \19\ See Securities Exchange Act Release No. 80840 (June 1, 
2017), 82 FR 26534 (June 7, 2016) (SR-NYSEArca-2017-33).
    \20\ See Securities Exchange Act Release No. 50603 (October 28, 
2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22) (order 
approving listing of street TRACKS Gold Trust on NYSE).
    \21\ 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).
    \22\ 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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    The Exchange represents that the Shares satisfy the requirements of 
NYSE Arca Rule 8.201-E and thereby qualify for listing on the 
Exchange.\23\
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    \23\ With respect to the application of Rule 10A-3 (17 CFR 
240.10A-3) under the Act, the Trust relies on the exemption 
contained in Rule 10A-3(c)(7).

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[[Page 61603]]

    The Trust's Objectives and Structure \24\
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    \24\ The description of the Trust's Objectives and Structure, 
the Operation of the Gold Market, and the London Bullion Market 
Association, are based, in part, on the Registration Statement. See 
Ftnt. 4 supra.
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    The Trust's primary objective will be to provide investors with an 
opportunity to invest in gold through the Shares, have the gold 
securely stored by Gold Corporation and, if requested by an investor, 
deliver Physical Gold \25\ to such investor in exchange for its 
Shares.\26\
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    \25\ Physical Gold is defined as London Bars and all gold 
products without numismatic value and having a gold purity of at 
least 99.5% (including coins, cast bars and minted bars).
    \26\ According to the Registration Statement, the Trust does not 
trade in gold futures contracts on COMEX or on any other futures 
exchange. Because the Trust does not trade in gold futures contracts 
on any futures exchange, the Trust is not regulated by the CFTC 
under the Commodity Exchange Act as a ``commodity pool,'' and is not 
operated by a CFTC-regulated commodity pool operator. Investors in 
the Trust do not receive the regulatory protections afforded to 
investors in regulated commodity pools, nor may COMEX or any futures 
exchange enforce its rules with respect to the Trust's activities. 
In addition, investors in the Trust do not benefit from the 
protections afforded to investors in gold futures contracts on 
regulated futures exchanges.
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    An additional objective of the Trust will be for the Shares to 
reflect the performance of the price of gold less the expenses of the 
Trust's operations. The Trust provides investors with a convenient and 
cost efficient way to buy and hold gold through an exchange traded 
security with the option to take delivery of the Physical Gold. 
Although owning Shares will not be the exact equivalent of an 
investment in gold, such Shares provide investors with an alternative 
that allows a level of participation in the gold market through the 
securities market.
    To meet its investment objectives and provide investors with an 
opportunity to invest in gold through the Shares and to be able to take 
delivery of Physical Gold in exchange for their Shares, the Sponsors 
have structured the Trust as follows:
    Maintaining Allocated Gold. The Trust will hold its Physical Gold 
in allocated form in the Trust Allocated Metal Account with the 
Custodian. The Trust Allocated Metal Account will be used to hold 
Physical Gold deposited with the Trust. The Physical Gold is held in a 
segregated fashion in the name of the Trust, not commingled with other 
depositor funds or assets. The Trust will have full title to the gold 
with the Custodian holding it on the Trust's behalf. Each investor owns 
a pro-rata share of the Trust, and as such holds pro-rata ownership of 
the Trust assets, corresponding to the number of Shares held. Credits 
or debits to the holding will be effected by physical movements of gold 
to or from the Trust's physical holding. The Trust's gold holdings are 
subject to periodic audits.
    Permitting Investors to Take Delivery of Physical Gold. Delivery 
Applicants \27\ may surrender Shares to the Trust in exchange for the 
supply of Physical Gold subject to any minimum dollar amount specified 
by the Custodial Sponsor from time to time on the Trust's website. When 
surrendering Shares to facilitate the supply of Physical Gold, the 
Custodial Sponsor will require the submission of Shares that correspond 
in net assets to the number of Fine Ounces contained in the Physical 
Gold requested plus any applicable product premiums, and delivery fees 
(together ``processing fees''). The number of Shares required for 
submission will be provided by the Custodial Sponsor, inclusive of 
processing fees, in a pre-populated Delivery Application.\28\
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    \27\ Delivery Applicant means a beneficial owner who is not an 
Authorized Participant and wishes to surrender part or all of the 
Shares he or she holds for the purpose of taking delivery of 
Physical Gold.
    \28\ Delivery Application means a document in a form 
satisfactory to the Custodian and as set forth herein that expresses 
a Delivery Applicant's intention to surrender Shares on a Share 
Submission Day in exchange for an amount of Gold on such Share 
Submission Day.
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    Minimizing Cash Holdings. The Trust is committed to minimizing the 
use of cash, keeping essentially all assets of the Trust in gold. The 
Trust will not normally hold cash or any other assets besides gold.
    Government Guarantee. The Government Guarantee,\29\ applies to all 
gold held by the Custodian, whether in the Trust Allocated Metal 
Account,\30\ the Trust Unallocated Metal Account \31\ or in a Customer 
Account, for the benefit of the Trust or a Delivery Applicant.
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    \29\ As noted supra, Gold Corporation, doing business as the 
Perth Mint, is a Western Australian Government owned statutory body 
corporate established by the Gold Corporation Act 1987 (Western 
Australia) (the ``WA Act''). The Government Guarantee provided by 
the State of Western Australia pursuant to Section 22 of the WA Act 
provides (amongst other things) that the payment of the cash 
equivalent of gold due, payable and deliverable by the Custodian 
under the WA Act is guaranteed by the Treasurer of Western 
Australia, in the name and on behalf of the Crown in the right of 
the State of Western Australia.
    \30\ Trust Allocated Metal Account means the account maintained 
for the Trust by the Custodian on an allocated basis pursuant to the 
Trust Allocated Account Agreement for the purpose of holding 
Physical Gold on behalf of the Trust.
    \31\ Trust Unallocated Metal Account means the account 
maintained for the Trust by the Custodian on an unallocated basis 
pursuant to the Trust Unallocated Metal Account Agreement.
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Operation of the Gold Market
    The global trade in gold consists of over-the-counter (``OTC'') 
transactions in spot, forwards, and options and other derivatives, 
together with exchange-traded futures and options.
    The OTC market trades on a continuous basis and accounts for most 
global gold trading. Market makers and participants in the OTC market 
trade with each other and their clients on a principal-to-principal 
basis.
    The main centers of the OTC market are London, New York and Zurich. 
Most OTC market trades are cleared through London. The LBMA plays an 
important role in setting OTC gold trading industry standards.
Futures Exchanges
    Although the Trust 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 in the U.S. is COMEX, 
operated by Commodities Exchange, Inc., a subsidiary of New York 
Mercantile Exchange, Inc., and a subsidiary of the Chicago Mercantile 
Exchange Group (the ``CME Group''). Other commodity exchanges include 
the Tokyo Commodity Exchange (``TOCOM''), the Multi Commodity Exchange 
Of India (``MCX''), the Shanghai Futures Exchange, ICE Futures US (the 
``ICE''), and the Dubai Gold & Commodities Exchange.\32\
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    \32\ The CME Group and ICE Futures US are members of the 
Intermarket Surveillance Group (``ISG'').
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The London Bullion Market Association (LBMA)
    The LBMA is a trade association that, among other duties, maintains 
and publishes ``Good Delivery'' lists that establish a set of criteria 
that a refiner and its gold must satisfy before being accepted for 
trading. Although the market for Physical Gold is distributed globally, 
most OTC market trades are cleared through London. The LBMA coordinates 
the market for gold and 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 as well as the specifications to which a bar/ingot must adhere. 
The LBMA also coordinates market clearing and

[[Page 61604]]

vaulting, and promotes good trading practices.
    ``Good Delivery'' is a list of specifications a bar or ingot must 
meet to trade on the London gold markets. The standards for gold bars 
meeting the ``London Good Delivery Lists'' are published in LBMA's 
``The Good Delivery Rules for Gold and Silver Bars''.
    Gold is usually traded on the London market on a loco London basis. 
This means the gold is physically held in vaults in London or is 
transferred into accounts established in London. Payment upon 
settlement and delivery of a loco London spot trade is usually in US 
dollars, two business days after the trade date. Delivery of the gold 
is either by physical delivery or through the LBMA clearing system to 
an unallocated account.
Creation and Redemption of Shares by Authorized Participants
    The Trust will issue and redeem Baskets equal to a block of 100,000 
Shares. The Trust issues and redeems Baskets only to Authorized 
Participants. The creation and redemption of Baskets will only be made 
in exchange for the delivery to the Trust or the distribution by the 
Trust of the amount of gold represented by the Baskets being created or 
redeemed, the amount of which will be based on the combined Fine Ounces 
represented by the number of Shares included in the Baskets being 
created or redeemed determined on the day the order to create or redeem 
Baskets is properly received.
    Orders to create and redeem Baskets may be placed only by 
Authorized Participants. An Authorized Participant must: (1) Be a 
registered broker-dealer or other securities market participant, such 
as a bank or other financial institution, which, but for an exclusion 
from registration, would be required to register as a broker-dealer to 
engage in securities transactions, (2) be a participant in DTC, and (3) 
must have an agreement with the Custodian establishing an account or 
have an existing account meeting the standards described herein.
    Gold is delivered to the Trust and distributed by the Trust through 
credits and debits between Authorized Participants' accounts, the Trust 
Unallocated Metal Account and the Trust Allocated Metal Account. When 
the Trustee requests creation of a basket at an Authorized 
Participant's request, the Authorized Participant will then transfer 
gold to the Trust Unallocated Metal Account. Once that gold is received 
in the Trust Unallocated Metal Account, the Custodian will then 
allocate the gold to the Trust Allocated Metal Account where it will be 
stored for safekeeping.
    All gold represented by a credit to any Authorized Participant's 
unallocated account represents a right to receive Fine Ounces of gold. 
London Bars must further conform to London Good Delivery Standards.
Creation Procedures--Authorized Participants
    On any business day, an Authorized Participant may place an order 
with the Trustee to create one or more Baskets. For purposes of 
processing both purchase and redemption orders, a ``business day'' 
means any day other than a day: (1) When the NYSE Arca is closed for 
regular trading; or (2) if the order or other transaction requires the 
receipt or delivery, or the confirmation of receipt or delivery, of 
gold in the United Kingdom, Western Australia or in some other 
jurisdiction on a particular day, (A) when banks are authorized to 
close in the United Kingdom, Western Australia or in such other 
jurisdiction or when the London gold market is closed or (B) when banks 
in the United Kingdom, Western Australia or in such other jurisdiction 
are, or the London gold market is, not open for a full business day and 
the order or other transaction requires the execution or completion of 
procedures which cannot be executed or completed by the close of the 
business day. Purchase orders must be placed prior to the Order Cutoff 
Time on any business day.\33\
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    \33\ ``Order Cutoff Time'' is defined, with respect to any 
business day, as (i) 4:00 p.m. Eastern Time on such business day or 
(ii) another time agreed to by the Sponsors and the Trustee as to 
which the Administrative Sponsor has notified registered owners of 
Shares and all existing Authorized Participants.
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Determination of Required Deposits

    The Trustee shall determine the Basket Gold Amount for each 
Business Day, and each such determination thereof and the Trustee's 
resolution of questions concerning the composition of the Basket Gold 
Amount shall be final and binding on all persons interested in the 
Trust. The initial Basket Gold Amount is 1,000 Fine Ounces of gold. 
After the initial deposit of gold into the Trust, the Basket Gold 
Amount for each Business Day shall be an amount of gold equal to:
[GRAPHIC] [TIFF OMITTED] TN28DE17.000


1. Where:

(a) = the total number of Fine Ounces of gold held in the Trust as 
of the opening of business on such Business Day.
(b) = the number of Fine Ounces of gold equal in value to the 
Trust's unpaid expense accrual as of the opening of business on such 
Business Day
(c) = the total number of Shares outstanding as of the opening of 
business on such Business Day
(d) = 1,000,000 (or other number of Shares in a Basket for such 
Business Day).
Delivery of Required Deposits
    An Authorized Participant who places a purchase order is 
responsible for crediting the Trust Unallocated Metal Account with the 
required gold deposit amount by 9:00 a.m. London time on the third 
business day following the purchase order date. No Shares will be 
issued unless and until the Custodian has informed the Trustee that it 
has credited to the Trust Allocated Metal Account at the Custodian the 
corresponding amount of gold. Upon transfer of the gold deposit amount 
to the Trust Allocated Metal Account, the Trustee will direct DTC to 
credit the number of Baskets ordered to the Authorized Participant's 
DTC account.
Redemption Procedures--Authorized Participants
    The procedures by which an Authorized Participant can redeem one or 
more Baskets will mirror the procedures for the creation of Baskets. On 
any business day, an Authorized Participant may place an order with the 
Trustee to redeem one or more Baskets. Redemption orders must be placed 
prior to the Order Cutoff Time on each business day the NYSE Arca is 
open for regular trading (normally 9:30 a.m. Eastern Time). A 
redemption order so received is effective on the date it is received in 
satisfactory form by the Trustee. The redemption procedures allow only 
Authorized Participants to redeem Baskets. An investor may not redeem 
Baskets other than through an Authorized Participant.
    By placing a redemption order, an Authorized Participant agrees to 
deliver the Baskets to be redeemed through DTC's book-entry system to 
the Trust no later than the third business day following the effective 
date of the redemption order.
    The redemption distribution from the Trust will consist of a credit 
to the redeeming Authorized Participant's account representing the 
amount of the gold held by the Trust evidenced by the Shares being 
redeemed as of the date of the redemption order.

[[Page 61605]]

Delivery of Redemption Distribution
    The redemption distribution due from the Trust is delivered to the 
Authorized Participant on the next following business day after the 
Trustee's DTC account has been credited with the Baskets to be 
redeemed.
    The Custodian will arrange for the redemption amount in gold to be 
transferred from the Trust Allocated Metal Account to the Trust 
Unallocated Metal Account, and thereafter, as necessary, to the 
redeeming Authorized Participant's account.
Taking Delivery of Physical Gold--Delivery Applicants
    In exchange for its Shares, a Delivery Applicant \34\ will be 
entitled to receive an amount of Physical Gold in return for such 
Shares which the Delivery Applicant's broker-dealer submits his or her 
Shares to the Trust in exchange for Physical Gold (the ``Share 
Submission Day''). The number of Shares to be surrendered by a Delivery 
Applicant and the corresponding amount of Gold received for such Shares 
shall be specified by the Custodial Sponsor from time to time and 
notified by the Custodial Sponsor to the Delivery Applicant in a 
Delivery Application.
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    \34\ Delivery Applicant means a beneficial owner who is not an 
Authorized Participant and wishes to surrender part or all of the 
Shares he or she holds for the purpose of taking delivery of 
Physical Gold.
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Delivery Application
    Investors interested in taking delivery of Physical Gold in 
exchange for their Shares in the Trust must duly sign and submit the 
Delivery Application to the Administrative Sponsor within three 
Business Days of receipt of the Delivery ID (the Quotation Window). The 
submission of a Delivery Application expresses the Delivery Applicant's 
intention to surrender Shares on the Share Submission Day. The 
Custodian may reject any Delivery Application.
    A Delivery Application will be available on the Trust's website.
Valuation of Gold and Computation of NAV
    On each business day that NYSE Arca is open for regular trading, as 
promptly as practicable after 4:00 p.m., Eastern Time, the Trustee will 
value the gold held by the Trust and will determine the Net Asset Value 
of the Trust, as described below.
    The NAV of the Trust is the aggregate value of gold and other 
assets, if any, of the Trust (other than any amounts credited to the 
Trust's reserve account, if any) and cash, if any, less liabilities of 
the Trust, which include estimated accrued but unpaid fees, expenses 
and other liabilities.
    All gold is valued based on its Fine Ounce content, calculated by 
multiplying the weight of gold by its purity; the same methodology is 
applied independent of the type of gold held by the Trust. The Trustee 
values the gold held by the Trust based on the afternoon LBMA Gold 
Price, or the morning LBMA Gold Price, if such day's afternoon LBMA 
Gold Price is not available. If no LBMA Gold Price is available for the 
day, the Trustee will value the Trust's gold based on the most recently 
announced afternoon LBMA Gold Price or morning LBMA Gold Price. If the 
Custodial Sponsor determines that such price is inappropriate to use, 
it shall identify an alternate basis for evaluation to be employed by 
the Trustee. The Custodial Sponsor may instruct the Trustee to use a 
different publicly available price which the Custodial Sponsor 
determines to fairly represent the commercial value of the Trust's 
gold. Once the value of gold has been determined, the Trustee will 
subtract all estimated accrued but unpaid fees, expenses and other 
liabilities of the Trust from the total value of gold and any other 
assets of the Trust (other than any amounts credited to the Trust's 
reserve account), including cash, if any. The resulting figure is the 
NAV of the Trust. The Trustee will also determine the NAV per share by 
dividing the NAV of the Trust by the number of the Shares outstanding 
as of the close of trading on the NYSE Arca (which includes the net 
number of any Shares deemed created or redeemed on such evaluation 
day).\35\
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    \35\ The exchange of Shares to facilitate the delivery of 
Physical Gold is subject to applicable product premiums and the 
delivery fees associated with the transport of Physical Gold to 
Delivery Applicants.
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Secondary Market Trading
    The Shares may trade in the secondary market on the NYSE Arca 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 and Zurich. While the Shares will 
trade on the NYSE Arca until 4:00 p.m. Eastern Time, liquidity in the 
global gold market may be reduced after the close of the major world 
gold markets, including London, Zurich and COMEX, usually at 1:30 p.m. 
Eastern Time. As a result, during this time, trading spreads and the 
resulting premium or discount on the Shares may widen.
Availability of Information Regarding Gold
    Currently, the Consolidated Tape Plan does not provide for 
dissemination of the spot price of a commodity such as gold 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 gold markets available on public websites 
and through professional and subscription services.
    Investors may obtain gold pricing information on a 24-hour basis 
based on the spot price for an ounce of gold from various financial 
information service providers, such as Reuters and Bloomberg.
    Reuters and Bloomberg, for example, provide at no charge on their 
websites 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 websites 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.
    Investors may obtain gold pricing information based on the spot 
price for a Fine Ounce from various financial information service 
providers. Current spot prices also are generally available with bid/
ask spreads from gold bullion dealers. In addition, the Trust's website 
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 websites and other 
information service providers. The NAV of the Trust will be published 
by the Sponsor on each day that NYSE Arca is open for regular trading 
and will be posted on the Trust's website.
Availability of Information
    The intraday indicative value (``IIV'') per Share for the Shares 
will be disseminated by one or more major market data vendors. The IIV 
will be calculated based on the amount of gold

[[Page 61606]]

held by the Trust and a price of gold derived from updated bids and 
offers indicative of the spot price of gold.\36\
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    \36\ 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.
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    The website for the Trust will contain the following information, 
on a per Share basis, for the Trust: (a) The mid-point of the bid-ask 
price \37\ at the close of trading (``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 website for the Trust will also provide the Trust's prospectus. 
Finally, the Trust's website will provide the last sale price of the 
Shares as traded in the U.S. market. In addition, information regarding 
market price and trading volume of the Shares will be continually 
available on a real-time basis throughout the day on brokers' computer 
screens and other electronic services. Information regarding the 
previous day's closing price and trading volume information for the 
Shares will be published daily in the financial section of newspapers.
---------------------------------------------------------------------------

    \37\ The bid-ask price of the Shares will be 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 Trust will be subject to the criteria in NYSE Arca Rule 8.201-
E(e) for initial and continued listing of the Shares.
    A minimum 100,000 Shares will be required to be outstanding at the 
start of trading. 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 Trust 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 Rule 7.34-E(a). 
The Exchange has appropriate rules to facilitate transactions in the 
Shares during all trading sessions. As provided in NYSE Arca Rule 7.6-
E, 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 Rule 8.201-E sets forth certain restrictions on 
ETP Holders acting as registered Market Makers in the Shares to 
facilitate surveillance. Under NYSE Arca Rule 8.201-E(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 Rule 6.3-E 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.\38\ 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.
---------------------------------------------------------------------------

    \38\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject 
to the existing trading surveillances administered by the Exchange, as 
well as cross-market 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.\39\ 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.
---------------------------------------------------------------------------

    \39\ FINRA conducts cross-market surveillances on behalf of the 
Exchange pursuant to a regulatory services agreement. The Exchange 
is responsible for FINRA's performance under this regulatory 
services agreement.
---------------------------------------------------------------------------

    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.
    The Exchange or FINRA, on behalf of the Exchange, or both, will 
communicate as needed regarding trading in the Shares with other 
markets and other entities that are members of the ISG, and the 
Exchange or FINRA, on behalf of the Exchange, or both, 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.\40\
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    \40\ For a list of the current members of ISG, see 
www.isgportal.org.
---------------------------------------------------------------------------

    Also, pursuant to NYSE Arca Rule 8.201-E(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 registered 
Market Makers, in connection

[[Page 61607]]

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.
    All statements and representations made in this filing regarding 
(a) the description of the portfolio, (b) limitations on portfolio 
holdings or reference assets, or (c) the applicability of Exchange 
listing rules specified in this rule filing shall constitute continued 
listing requirements for listing the Shares of the Trust on the 
Exchange.
    The issuer has represented to the Exchange that it will advise the 
Exchange of any failure by the Trust to comply with the continued 
listing requirements, and, pursuant to its obligations under Section 
19(g)(1) of the Act, the Exchange will monitor for compliance with the 
continued listing requirements. If the Trust is not in compliance with 
the applicable listing requirements, the Exchange will commence 
delisting procedures under NYSE Arca Rule 5.5(m).
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 Rule 9.2-E(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 Trust. The Exchange 
notes that investors purchasing Shares directly from the Trust (by 
delivery of the Creation Basket Deposit) will receive a prospectus. ETP 
Holders purchasing Shares from the Trust for resale to investors will 
deliver a prospectus to such investors.
    In addition, the Information Bulletin will reference that the Trust 
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) \41\ 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.
---------------------------------------------------------------------------

    \41\ 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 Rule 8.201-E. 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 websites 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 Trust's website 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 websites and other information service providers. 
The NAV of the Trust will be published by the Sponsor on each day that 
NYSE Arca is open for regular trading and will be posted on the Trust's 
website. 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 Trust's website will 
also provide the Trust's prospectus, as well as the two most recent 
reports to stockholders. In addition, information regarding market 
price and trading volume of the Shares will be continually available on 
a real-time basis throughout the day on brokers' computer screens and 
other electronic services. Information regarding the previous day's 
closing price and trading volume information for the Shares will be 
published daily in the financial section of newspapers.
    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.

[[Page 61608]]

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.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:
Electronic Comments
     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2017-140 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSEArca-2017-140. 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 website (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 website viewing and printing in 
the Commission's Public Reference Room, 100 F Street, NE, Washington, 
DC 20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the Exchange. All comments 
received will be posted without change. Persons submitting comments are 
cautioned that we do not redact or edit personal identifying 
information from comment submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-NYSEArca-2017-140, and should be 
submitted on or before January 18, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\42\
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    \42\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-27993 Filed 12-27-17; 8:45 am]
 BILLING CODE 8011-01-P