[Federal Register Volume 83, Number 248 (Friday, December 28, 2018)]
[Notices]
[Pages 67400-67405]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-28182]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84881; File No. SR-NYSEArca-2018-94]


Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change Relating To Listing 
and Trading of Shares of iShares Gold Trust Micro Under NYSE Arca Rule 
8.201-E

December 20, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on December 14, 2018, NYSE Arca, Inc. (``Exchange'' or ``NYSE 
Arca'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the self-regulatory 
organization. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 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 iShares Gold 
Trust Micro under NYSE Arca Rule 8.201-E. The proposed rule change is 
available on the Exchange's website at www.nyse.com, at the principal 
office of the Exchange, and at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the 
iShares Gold Trust Micro 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\ The Trust has filed a registration statement on Form S-1 
under the Securities Act of 1933 (15 U.S.C. 77a), dated November 19, 
2018 (File No. 333-228469) (the ``Registration Statement''). The 
description of the operation of the Trust and the Shares herein is 
based, in part, on the Registration Statement.
    \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\ The Trust is not a 
commodity pool for purposes of the Commodity Exchange Act of 1936, as 
amended (the ``Commodity Exchange Act'').\7\
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    \6\ 15 U.S.C. 80a-1.
    \7\ 17 U.S.C. 1.
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    The sponsor of the Trust is iShares Delaware Trust Sponsor LLC 
(``Sponsor''). The trustee is The Bank of New York Mellon (``Trustee'') 
and the custodian is JPMorgan Chase Bank N.A., London branch 
(``Custodian'').
    The Commission has previously approved listing on the Exchange 
under NYSE Arca Rules 5.2-E(j)(5) and 8.201-E of other precious metals 
and gold-based commodity trusts, including the GraniteShares Gold 
MiniBAR Trust; \8\ GraniteShares Gold Trust; \9\ 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 (now known as iShares Gold Trust); \17\ Long Dollar 
Gold Trust; \18\ Euro Gold Trust, Pound Gold Trust and Yen Gold Trust; 
\19\ and The Gold Trust.\20\ Prior to their listing on the Exchange, 
the Commission approved listing of the streetTRACKS Gold Trust on the 
New York Stock Exchange (``NYSE'') \21\ and listing of iShares COMEX 
Gold Trust and iShares Silver Trust on the American Stock Exchange 
LLC.\22\ In addition, the Commission has

[[Page 67401]]

approved trading of the streetTRACKS Gold Trust and iShares Silver 
Trust on the Exchange pursuant to UTP.\23\
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    \8\ Securities Exchange Act Release No. 84257 (September 21, 
2018), 83 FR 48877 (September 27, 2018) (SR-NYSEArca-2018-55) (order 
approving listing and trading shares of the GraniteShares Gold 
MiniBAR Trust under NYSE Arca Equities Rule 8.201).
    \9\ Securities Exchange Act Release No. 81077 (July 5, 2017), 82 
FR 24181 (July 11, 2017) (SR-NYSEArca-2017-55) (order approving 
listing and trading shares of the GraniteShares Gold Trust under 
NYSE Arca Equities Rule 8.201).
    \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) (order 
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) (order 
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 17, 
2017) (SR-NYSEArca-2017-33) (order approving listing and trading of 
shares of the Euro Gold Trust, Pound Gold Trust, and the Yen Gold 
Trust under NYSE Arca Equities Rule 8.201).
    \20\ See Securities Exchange Act Release No. 81918 (October 23, 
2017), 82 FR 49884 (October 27, 2017) (SR-NYSEArca-2017-98) (Order 
Approving a Proposed Rule Change, as Modified by Amendment No. 1 
Thereto, to List and Trade Shares of The Gold Trust under NYSE Arca 
Rule 8.201-E).
    \21\ 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).
    \22\ 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) (order approving listing on the American Stock 
Exchange LLC of the iShares Silver Trust).
    \23\ See Securities Exchange Act Release Nos. 53520 (March 20, 
2006), 71 FR 14977 (March 24, 2006) (SR-PCX-2005-117) (order 
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) (order 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.\24\
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    \24\ 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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Operation of the Trust \25\
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    \25\ The description of the operation of the Trust, the Shares 
and the gold market contained herein is based, in part, on the 
Registration Statement. See note 4, supra.
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    According to the Registration Statement, the Trust will seek to 
reflect generally the performance of the price of gold before payment 
of the Trust's expenses and liabilities. The Trust will issue Shares 
which represent units of fractional undivided beneficial interest in 
the net assets of the Trust.
    The Trust will not trade in gold futures, options or swap contracts 
on any futures exchange or over the counter (``OTC''). The Trust will 
not hold or trade in commodity futures contracts, ``commodity 
interests'', or any other instruments regulated by the Commodity 
Exchange Act. The Trust will take delivery of physical gold that 
complies with the London Bullion Market Association (``LBMA'') gold 
delivery rules.
    The Shares are intended to constitute a simple and cost-effective 
means of making an investment similar to an investment in gold. 
Although the Shares are not the exact equivalent of an investment in 
gold, they are intended to provide investors with an alternative that 
allows a level of participation in the gold market through the 
securities market.
Operation of the Gold Market
    The global trade in gold consists of OTC transactions in spot, 
forwards, and options and other derivatives, together with exchange-
traded futures and options.
    The OTC gold market includes spot, forward, and option and other 
derivative transactions conducted on a principal-to-principal basis. 
While this is a global, nearly 24-hour per day market, its main centers 
are London, New York, and Zurich.
    According to the Registration Statement, most OTC market trades are 
cleared through London. The LBMA plays an important role in setting OTC 
gold trading industry standards. A London Good Delivery Bar (as 
described below), which is acceptable for settlement of any OTC 
transaction, will be acceptable for delivery to the Trust in connection 
with the issuance of Baskets.
    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. The CME Group and 
ICE are members of the Intermarket Surveillance Group (``ISG'').
    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 London Gold Bullion Market
    According to the Registration Statement, most trading in physical 
gold is conducted on the OTC market, predominantly in London. LBMA 
coordinates various OTC-market activities, including clearing and 
vaulting, acts as the principal intermediary between physical gold 
market participants and the relevant regulators, promotes good trading 
practices and develops standard market documentation. In addition, the 
LBMA promotes refining standards for the gold market by maintaining the 
``London Good Delivery List,'' which identifies refiners of gold that 
have been approved by the LBMA.
    In the OTC market, gold bars that meet the specifications for 
weight, dimensions, fineness (or purity), identifying marks (including 
the assay stamp of an LBMA-acceptable refiner) and appearance described 
in ``The Good Delivery Rules for Gold and Silver Bars'' published by 
the LBMA are referred to as ``London Good Delivery Bars.'' A London 
Good Delivery Bar (typically called a ``400 ounce bar'') must contain 
between 350 and 430 fine troy ounces of gold (1 troy ounce = 31.1034768 
grams), 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. A London Good Delivery Bar must also bear the 
stamp of one of the refiners identified on the London Good Delivery 
List.
    Following the enactment of the Financial Markets Act 2012, the 
Prudential Regulation Authority of the Bank of England is responsible 
for regulating most of the financial firms that are active in the 
bullion market, and the Financial Conduct Authority is responsible for 
consumer and competition issues. Trading in spot, forwards and 
wholesale deposits in the bullion market is subject to the Non-
Investment Products Code adopted by market participants.
Creation and Redemption of Shares
    According to the Registration Statement, the Trust will create and 
redeem Shares on a continuous basis in ``Baskets'' of 50,000 Shares. 
Only ``Authorized Participants'', which are registered broker-dealers 
who have entered into written agreements with the Sponsor and the 
Trustee, can deposit gold and receive Baskets in exchange. Upon the 
deposit of the corresponding amount of gold with the Custodian, and the 
payment of the Trustee's applicable fee and of any expenses, taxes or 
charges, the Trustee will deliver the appropriate number of Baskets to 
the DTC account of the depositing Authorized Participant. The Sponsor 
and the Trustee will maintain a current list of Authorized 
Participants. Gold deposited with the Custodian must meet 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. 
Orders to create or redeem Shares must be placed by 3:59 p.m. Eastern 
Time (``E.T.'').
    The ``Basket Gold Amount'' necessary for the creation of a Basket 
will change from day to day.\26\ On each day that NYSE Arca is open for 
regular trading, the Trustee will adjust the quantity of gold 
constituting the Basket Gold Amount as appropriate to reflect sales of 
gold, any loss of gold that may occur, and accrued expenses. The 
computation is made by the Trustee as promptly as

[[Page 67402]]

practicable after 4:00 p.m., E.T. The Trustee will determine the Basket 
Gold Amount for a given day by multiplying the NAV by the number of 
Shares in each Basket (50,000) and dividing the resulting product by 
that day's LBMA Gold Price PM.
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    \26\ The Basket Gold Amount is the amount of gold (measured in 
fine ounces), determined on each business day by the Trustee, which 
Authorized Participants must transfer to the Trust in exchange for a 
Basket, or will receive in exchange for each Basket surrendered for 
redemption.
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    The Trustee intends to make available on each business day through 
the same channels used to disseminate the actual Basket Gold Amount 
determined by the Trustee as indicated above an indicative Basket Gold 
Amount for the next business day. Authorized Participants may use that 
indicative Basket Gold Amount as guidance regarding the amount of gold 
that they may expect to have to deposit with the Custodian in respect 
of purchase orders placed by them on such next business day and 
accepted by the Trustee. The agreement entered into with each 
Authorized Participant provides, however, that once a purchase order 
has been accepted by the Trustee, the Authorized Participant will be 
required to deposit with the Custodian the Basket Gold Amount 
determined by the Trustee on the effective date of the purchase order.
Redemption of Baskets; Withdrawal of Gold
    According to the Registration Statement, Authorized Participants, 
acting on authority of the registered holder of Shares, may surrender 
Baskets in exchange for the corresponding Basket Gold Amount announced 
by the Trustee. Upon the surrender of such Shares and the payment of 
the Trustee's applicable fee and of any expenses, taxes or charges, the 
Trustee will deliver to the order of the redeeming Authorized 
Participant the amount of gold corresponding to the redeemed Baskets.
    The amount of gold necessary for the creation of a Basket, or to be 
received upon redemption of a Basket, will decrease over the life of 
the Trust, due to the payment or accrual of fees and other expenses or 
liabilities payable by the Trust.
    Unless otherwise agreed to by the Custodian, gold is delivered to 
the redeeming Authorized Participants in the form of physical bars only 
(except that any amount of less than 430 ounces may be transferred to 
an unallocated account of or as ordered by, the redeeming Authorized 
Participant).
Net Asset Value
    According to the Registration Statement, the net asset value of the 
Trust will be obtained by subtracting all accrued fees, expenses and 
other liabilities of the Trust on any day from the total value of the 
gold and all other assets of the Trust on that day; the net asset value 
per Share (the ``NAV'') will be obtained by dividing the net asset 
value of the Trust by the number of Shares outstanding on the date the 
computation is made. On each day on which NYSE Arca is open for regular 
trading, the Trustee will determine the NAV as promptly as practicable 
after 4:00 p.m., E.T. The Trustee will value the Trust's gold on the 
basis of that day's LBMA Gold Price PM. If there is no LBMA Gold Price 
PM on any day, the Trustee is authorized to use the most recently 
announced LBMA Gold Price AM unless the Sponsor determines that such 
price is inappropriate as a basis for evaluation.
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. 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.
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 held by the Trust and a 
price of gold derived from updated bids and offers indicative of the 
spot price of gold.\27\
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    \27\ The IIV on a per Share basis disseminated during the ``Core 
Trading Session'', as defined in NYSE Arca Rule 7.34-E, 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 (www.ishares.com) will contain the 
following information, on a per Share basis, for the Trust: (a) The 
mid-point of the bid-ask price \28\ 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.
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    \28\ 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.
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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 of two Baskets or 100,000 Shares will be required to be 
outstanding at the start of trading, which is equivalent to 1,000 fine 
ounces of gold. 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

[[Page 67403]]

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 11.3-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.\29\ 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.
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    \29\ See NYSE Arca Rule 7.12-E.
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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.\30\ 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.
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    \30\ 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.
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    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.\31\
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    \31\ For a list of the current members of ISG, see 
www.isgportal.org.
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    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 Equity Trading Permit (``ETP'') 
Holders acting as 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.
    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-E(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 Trading 
Session and ``Late Trading Session'' (as defined in NYSE Arca Rule 
7.34-E) 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

[[Page 67404]]

prospectus delivery requirements applicable to the Trust. The Exchange 
notes that investors purchasing Shares directly from the Trust 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 Commodity 
Futures Trading Commission 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) \32\ that an exchange have rules that 
are designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, to remove 
impediments to, and perfect the mechanism of a free and open market 
and, in general, to protect investors and the public interest.
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    \32\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule change is designed to 
prevent fraudulent and manipulative acts and practices in that the 
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 the 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 
the 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.

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

    Because the proposed rule change does not: (i) Significantly affect 
the protection of investors or the public interest; (ii) impose any 
significant burden on competition; or (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, it has become effective pursuant to 
Section 19(b)(3)(A) of the Act \33\ and Rule 19b-4(f)(6) 
thereunder.\34\
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    \33\ 15 U.S.C. 78s(b)(3)(A).
    \34\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    The Exchange has asked the Commission to waive the 30-day operative 
delay so that the proposal may become operative immediately upon 
filing. The Exchange states that the Fund would operate in a manner 
comparable to other issues of Commodity-Based Trust Shares whose 
listing and trading the Commission has previously approved.\35\ The 
Exchange does not believe the proposed rule change raises any novel 
regulatory issues. Therefore, the Commission believes that waiver of 
the 30-day operative delay is consistent with the protection of 
investors and the public interest and hereby waives the 30-day 
operative delay and designates the proposed rule change to be operative 
upon filing.\36\
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    \35\ See notes 8-23, supra.
    \36\ For purposes only of waiving the 30-day operative delay, 
the Commission has also considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of

[[Page 67405]]

investors, or otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSEArca-2018-94 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-2018-94. 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-2018-94 and should be submitted 
on or before January 18, 2019.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\37\
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    \37\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2018-28182 Filed 12-27-18; 8:45 am]
 BILLING CODE 8011-01-P