69494 Federal Register / Vol. 75, No. 218 / Friday, November 12, 2010 / Notices 

3 15 U.S.C. 78f. 

4 15 U.S.C. 78f(b)(4). 

5 15 U.S.C. 78s(b)(3)(a)(ii). 

6 17 CFR 240.19b–4(f)(2). 

7 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

fee will cover the cost of maintaining 

these test ports and provide an incentive 

to firms to cancel test ports when they 

have completed testing. 

PHLX notes that it will continue to 

allow new subscribers and existing 

subscribers to test new services and 

modifications initiated by PHLX, and to 

test new services not previously 

accessed for the first 30 days at no cost 

pursuant to paragraph (c) of the Testing 

Facility rule. This 30-day fee waiver 

includes testing for subscribers that are 

accessing PHLX through a service 

bureau for the first time. Subscribers 

must cancel the test port prior to the 

expiration of the 30-day free period in 

order to avoid future charges for test 

ports under the new rule. In addition, 

current subscribers will be able to 

cancel their idle ports at no cost at any 

point during the first month that the fee 

is effective. Further, PHLX is 

eliminating the word ‘‘hourly’’ from 

paragraph (c) of the Testing Facility 

rule, since the fees for the Testing 

Facility no longer include hourly fees. 

Last, PHLX is eliminating language 

concerning market data feed testing 

from paragraph (c) of the Testing 

Facility rule, since it is superfluous 

given that the rule already references 

fees that include such testing. 

2. Statutory Basis 

PHLX believes that the proposed rule 

change is consistent with the provisions 

of Section 6 of the Act, 3 in general, and 

with Section 6(b)(4) of the Act, 4 in 

particular, in that it provides for the 

equitable allocation of reasonable dues, 

fees and other charges among members 

and issuers and other persons using any 

facility or system which PHLX operates 

or controls. The amended fee schedule 

applies to all subscribers equally based 

on the number of test ports subscribed. 

This proposed charge would apply to 

both members that obtain test ports for 

direct access and non-member service 

bureaus that act as a conduit for orders 

entered by PHLX members that are their 

customers. The proposed fees will cover 

the costs associated with separately 

offering the service, responding to 

customer requests, configuring PHLX’s 

systems, programming to user 

specifications, and administering the 

service, among other things, and may 

provide PHLX with a profit to the extent 

costs are covered. PHLX believes that 

the proposed fee structure strikes a 

balance between covering these costs, 

and providing incentives to subscribers 

to make efficient use of Test Facility 

ports. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

PHLX does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

C. Self-Regulatory Organization’s 

Statement on Comments Regarding the 

Proposed Rule Change Received From 

Members, Participants or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 

19(b)(3)(A)(ii) of the Act 5 and 

subparagraph (f)(2) of Rule 19b–4 

thereunder.6 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 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–Phlx–2010–155 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–Phlx–2010–155. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Web site (http://www.sec.gov/rules/ 

sro.shtml). Copies of the submission, all 

subsequent amendments, all written 

statements with respect to the proposed 

rule change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 

10 a.m. and 3 p.m. Copies of such filing 

also will be available for inspection and 

copying at the principal office of the 

Exchange. All comments received will 

be posted without change; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

publicly available. All submissions 

should refer to File Number SR–Phlx– 

2010–155 and should be submitted on 

or before December 3, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–28540 Filed 11–10–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63267; File No. SR– 

NYSEArca–2010–95] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the ETFS Asian Gold Trust 

November 8, 2010. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that, on October 

25, 2010, NYSE Arca, Inc. (‘‘NYSE Arca’’ 

or ‘‘Exchange’’) 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 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 218 / Friday, November 12, 2010 / Notices 69495 

3Commodity-Based Trust Shares are securities 

issued by a trust that represent investors’ discrete 

identifiable and undivided beneficial ownership 

interest in the commodities deposited into the 

Trust. 

4Securities Exchange Act Release No. 59895 (May 

8, 2009), 74 FR 22993 (May 15, 2009) (SR– 

NYSEArca–2009–40). 

5Securities Exchange Act Release No. 61219 

(December 22, 2009), 74 FR 68886 (December 29, 

2009) (SR–NYSEArca–2009–95). 

6Securities Exchange Act Release No. 61220 

(December 22, 2009), 74 FR 68895 (December 29, 

2009) (SR–NYSEArca–2009–94). 

7See Securities Exchange Act Release No. 56224 

(August 8, 2007), 72 FR 45850 (August 15, 2007) 

(SR–NYSEArca–2007–76) (approving listing on the 

Exchange of the streetTRACKS Gold Trust); 

Securities Exchange Act Release No. 56041 (July 11, 

2007), 72 FR 39114 (July 17, 2007) (SR–NYSEArca– 

2007–43) (order approving listing on the Exchange 

of iShares COMEX Gold Trust). 

8See Securities Exchange Act Release Nos. 50603 

(October 28, 2004), 69 FR 64614 (November 5, 2004) 

(SR–NYSE–2004–22) (order approving listing of 

streetTRACKS Gold Trust on NYSE); 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). 

9See 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). 

10See 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). 

11See Securities Exchange Act Release No. 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). 

12See the Registration Statement for the Trust on 

Form S–1, filed with the Commission on July 22, 

2010 (No. 333–168277) (‘‘Registration Statement’’). 

The descriptions of the Trust, the Shares and the 

gold market contained herein are based on the 

Registration Statement. 

13The Trustee is generally responsible for the 

day-to-day administration of the Trust. This 

includes (1) transferring the Trust’s gold as needed 

to pay the Sponsor’s fee in gold (gold transfers are 

expected to occur approximately monthly in the 

ordinary course); (2) calculating the net asset value 

(‘‘NAV’’) of the Trust and the NAV per Share; (3) 

receiving and processing orders from Authorized 

Participants to create and redeem Baskets and 

coordinating the processing of such orders with the 

Custodian and The Depository Trust Company 

(‘‘DTC’’); and (4) selling the Trust’s gold as needed 

to pay any extraordinary Trust expenses that are not 

assumed by the Sponsor. 

14The Custodian is responsible for the 

safekeeping of the Trust’s gold deposited with it by 

Authorized Participants in connection with the 

creation of Baskets. The Custodian also facilitates 

the transfer of gold in and out of the Trust through 

gold accounts it will maintain for Authorized 

Participants and the Trust. The Custodian is a 

market maker, clearer and approved weigher under 

the rules of the London Bullion Market Association 

(‘‘LBMA’’). The Custodian will hold the Trust’s 

allocated gold at the Custodian’s Singapore vaulting 

premises on a segregated basis. 

15With respect to application of Rule 10A–3 (17 

CFR 240.10A–3) under the Securities Exchange of 

1934 (‘‘Act’’) (15 U.S.C. 78a), the Trust relies on the 

exemption contained in Rule 10A–3(c)(7). 

solicit comments on the proposed rule 

change from interested persons. 

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 ETFS Asian Gold 

Trust (the ‘‘Trust’’) pursuant to NYSE 

Arca Equities Rule 8.201. The text of the 

proposed rule change is available at the 

Exchange, the Commission’s Public 

Reference Room, and http:// 

www.nyse.com. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

set forth in sections A, B, and C below, 

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade ETFS Physical Asian Gold Shares 

(‘‘Shares’’) of the Trust under NYSE Arca 

Equities Rule 8.201. Under NYSE Arca 

Equities Rule 8.201, the Exchange may 

propose to list and/or trade pursuant to 

unlisted trading privileges (‘‘UTP’’) 

‘‘Commodity-Based Trust Shares.’’ 3 The 

Commission has previously approved 

listing on the Exchange under NYSE 

Arca Equities Rule 8.201 shares of the 

ETFS Gold Trust,4 ETFS Platinum 

Trust 5 and ETFS Palladium Trust 

(collectively, the ‘‘ETFS Trusts’’).6 In 

addition, the Commission has approved 

listing on the Exchange of 

streetTRACKS Gold Trust and iShares 

COMEX Gold Trust.7 Prior to their 

listing on the Exchange, the 

Commission approved listing of the 

streetTRACKS Gold Trust on the New 

York Stock Exchange (‘‘NYSE’’) and 

listing of iShares COMEX Gold Trust on 

the American Stock Exchange LLC.8 In 

addition, the Commission has approved 

trading of the streetTRACKS Gold Trust 

and iShares Silver Trust and on the 

Exchange pursuant to UTP.9 The 

Commission also has approved listing of 

the iShares Silver Trust on the 

Exchange 10 and, previously, listing of 

the iShares Silver Trust on the 

American Stock Exchange LLC (now 

known as ‘‘NYSE Amex LLC’’).11

The Trust will issue Shares which 

represent units of fractional undivided 

beneficial interest in and ownership of 

the Trust. The investment objective of 

the Trust is for the Shares to reflect the 

performance of the price of gold bullion, 

less the expenses of the Trust’s 

operations.12 ETFS Securities USA LLC 

is the sponsor of the Trust (‘‘Sponsor’’), 

The Bank of New York Mellon is the 

trustee of the Trust (‘‘Trustee’’),13 and 

JPMorgan Chase Bank, N.A. is the 

custodian of the Trust (‘‘Custodian’’).14

The Exchange represents that the 

Shares satisfy the requirements of NYSE 

Arca Equities Rule 8.201 and thereby 

qualify for listing on the Exchange.15

Operation of the Gold Bullion Market 

According to the Registration 

Statement, 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 

24-hour per day continuous basis and 

accounts for most global gold trading. 

Market makers, as well as others in 

the OTC market, trade with each other 

and with their clients on a principal-toprincipal basis. All risks and issues of 

credit are between the parties directly 

involved in the transaction. Market 

makers include the market-making 

members of the LBMA, the trade 

association that acts as the coordinator 

for activities conducted on behalf of its 

members and other participants in the 

London bullion market. The nine 

market-making members of the LBMA 

are: Barclays Bank plc, Deutsche Bank 

AG, HSBC Bank USA, N.A. (through its 

London branch), Goldman Sachs 

International, JPMorgan Chase Bank, 

ScotiaMocatta (a division of the Bank of 

Nova Scotia), Socie ́te ́ Ge ́ne ́rale, Mitsui & 

Co Precious Metals Inc, and UBS AG. 

The OTC market provides a relatively 

flexible market in terms of quotes, price, 

size, destinations for delivery and other 

factors. Bullion dealers customize 

transactions to meet clients’ 

requirements. The OTC market has no 

formal structure and no open-outcry 

meeting place. 

The main centers of the OTC market 

are London and New York. Mining 

companies, central banks, 

manufacturers of jewelry and industrial 

products, together with investors and 

speculators, tend to transact their 

mstockstill on DSKH9S0YB1PROD with NOTICES

69496 Federal Register / Vol. 75, No. 218 / Friday, November 12, 2010 / Notices 

16Terms relating to the Trust and the Shares 

referred to, but not defined, herein are defined in 

the Registration Statement. 

business through one of these market 

centers. Centers such as Dubai and 

several cities in the Far East also 

transact substantial OTC market 

business, typically involving jewelry 

and small bars (1 kilogram or less) and 

will hedge their exposure by selling into 

one of these main OTC centers. Bullion 

dealers have offices around the world 

and most of the world’s major bullion 

dealers are either members or associate 

members of the LBMA. Of the nine 

market-making members of the LBMA, 

six offer clearing services. There are a 

further 59 full members, plus a number 

of associate members around the world. 

In the OTC market, the standard size 

of gold trades between market makers 

ranges between 5,000 and 10,000 

ounces. Bid-offer spreads are typically 

50 U.S. cents per ounce. Certain dealers 

are willing to offer clients competitive 

prices for much larger volumes, 

including trades over 100,000 ounces, 

although this will vary according to the 

dealer, the client and market conditions, 

as transaction costs in the OTC market 

are negotiable between the parties and 

therefore vary widely. Cost indicators 

can be obtained from various 

information service providers as well as 

dealers. 

According to the Registration 

Statement, liquidity in the OTC market 

can vary from time to time during the 

course of the 24-hour trading day. 

Fluctuations in liquidity are reflected in 

adjustments to dealing spreads—the 

differential between a dealer’s ‘‘buy’’ and 

‘‘sell’’ prices. The period of greatest 

liquidity in the gold market generally 

occurs at the time of day when trading 

in the European time zones overlaps 

with trading in the United States, which 

is when OTC market trading in London, 

New York and other centers coincides 

with futures and options trading on the 

COMEX. This period lasts for 

approximately four hours each New 

York business day morning. 

The London Bullion Market 

According to the Registration 

Statement, although the market for 

physical gold is distributed globally, 

most OTC market trades are cleared 

through London. In addition to 

coordinating market activities, the 

LBMA acts as the principal point of 

contact between the market and its 

regulators. A primary function of the 

LBMA is its involvement in the 

promotion of refining standards by 

maintenance of the ‘‘London Good 

Delivery Lists,’’ which are the lists of 

LBMA accredited melters and assayers 

of gold. The LBMA also coordinates 

market clearing and vaulting, promotes 

good trading practices and develops 

standard documentation.16

The terms ‘‘loco London’’ gold and 

‘‘loco Singapore’’ gold refer to gold 

physically held in London and 

Singapore, respectively, that meets the 

specifications for weight, dimensions, 

fineness (or purity), identifying marks 

(including the assay stamp of a LBMA 

acceptable refiner) and appearance set 

forth in ‘‘The Good Delivery Rules for 

Gold and Silver Bars’’ published by the 

LBMA. Gold bars meeting these 

requirements are described in the 

Trust’s prospectus from time to time as 

‘‘London Good Delivery Bars.’’ The unit 

of trade in London is the troy ounce, 

whose conversion between grams is: 

1,000 grams = 32.1507465 troy ounces 

and 1 troy ounce = 31.1034768 grams. 

A London Good Delivery Bar is 

acceptable for delivery in settlement of 

a transaction on the OTC market. 

Typically referred to as 400-ounce bars, 

a London Good Delivery Bar must 

contain between 350 and 430 fine troy 

ounces of gold, with a minimum 

fineness (or purity) of 995 parts per 

1,000 (99.5%), be of good appearance 

and be easy to handle and stack. The 

fine gold content of a gold bar is 

calculated by multiplying the gross 

weight of the bar (expressed in units of 

0.025 troy ounces) by the fineness of the 

bar. A London Good Delivery Bar must 

also bear the stamp of one of the melters 

and assayers who are on the LBMA 

approved list. Unless otherwise 

specified, the gold spot price always 

refers to that of a London Good Delivery 

Bar. Business is generally conducted 

over the phone and through electronic 

dealing systems. 

Twice daily during London trading 

hours there is a fix which provides 

reference gold prices for that day’s 

trading. Many long-term contracts will 

be priced on the basis of either the 

morning (AM) or afternoon (PM) 

London fix, and market participants will 

usually refer to one or the other of these 

prices when looking for a basis for 

valuations. The London fix is the most 

widely used benchmark for daily gold 

prices and is quoted by various financial 

information sources. 

Formal participation in the London 

fix is traditionally limited to five 

members, each of which is a bullion 

dealer and a member of the LBMA. The 

chairmanship now rotates annually 

among the five member firms. The 

morning session of the fix starts at 10:30 

a.m. London time and the afternoon 

session starts at 3 p.m. London time. 

The members of the gold fixing are 

currently The Bank of Nova Scotia— 

ScotiaMocatta, Deutsche Bank AG, 

HSBC Bank USA, N.A., Socie ́te ́ Ge ́ne ́rale 

and Barclays Bank plc. Any other 

market participant wishing to 

participate in the trading on the fix is 

required to do so through one of the five 

gold fixing members. 

Orders are placed either with one of 

the five fixing members or with another 

bullion dealer who will then be in 

contact with a fixing member during the 

fixing. The fixing members net-off all 

orders when communicating their net 

interest at the fixing. The fix begins with 

the fixing chairman suggesting a ‘‘trying 

price,’’ reflecting the market price 

prevailing at the opening of the fix. This 

is relayed by the fixing members to their 

dealing rooms which have direct 

communication with all interested 

parties. Any market participant may 

enter the fixing process at any time, or 

adjust or withdraw his order. The gold 

price is adjusted up or down until all 

the buy and sell orders are matched, at 

which time the price is declared fixed. 

All fixing orders are transacted on the 

basis of this fixed price, which is 

instantly relayed to the market through 

various media. The London fix is widely 

viewed as a full and fair representation 

of all market interest at the time of the 

fix. 

The Singapore Bullion Market 

After London and Zurich, Singapore 

is one of the key regional cities for 

physical gold trading and one of the 

largest gold trading centers in Asia. In 

2010, the Singapore Mercantile 

Exchange launched the first locally 

settled gold futures contract, and 

Singapore opened its first free-trade 

zone for the custody and storage of 

precious metals. 

Futures Exchanges 

According to the Registration 

Statement, the most significant gold 

futures exchanges are the COMEX and 

the Tokyo Commodity Exchange 

(‘‘TOCOM’’). The COMEX is the largest 

exchange in the world for trading 

precious metals futures and options and 

has been trading gold since 1974. The 

TOCOM has been trading gold since 

1982. Trading on these exchanges is 

based on fixed delivery dates and 

transaction sizes for the futures and 

options contracts traded. Trading costs 

are negotiable. As a matter of practice, 

only a small percentage of the futures 

market turnover ever comes to physical 

delivery of the gold represented by the 

contracts traded. Both exchanges permit 

trading on margin. Margin trading can 

add to the speculative risk involved 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 218 / Friday, November 12, 2010 / Notices 69497 

17 7 U.S.C. 1 et seq. 

18 15 U.S.C. 80a. 

given the potential for margin calls if 

the price moves against the contract 

holder. The COMEX operates through a 

central clearance system. On June 6, 

2003, TOCOM adopted a similar 

clearance system. In each case, the 

exchange acts as a counterparty for each 

member for clearing purposes. 

Other Exchanges 

There are other gold exchange 

markets, such as the Istanbul Gold 

Exchange (trading gold since 1995), the 

Shanghai Gold Exchange (trading gold 

since October 2002), the Hong Kong 

Chinese Gold & Silver Exchange Society 

(trading gold since 1918) and the 

Singapore Mercantile Exchange (trading 

gold since 2010). 

Market Regulation 

The global gold markets are overseen 

and regulated by both governmental and 

self-regulatory organizations. In 

addition, certain trade associations have 

established rules and protocols for 

market practices and participants. In the 

United Kingdom, responsibility for the 

regulation of the financial market 

participants, including the major 

participating members of the LBMA, 

falls under the authority of the Financial 

Services Authority (‘‘FSA’’) as provided 

by the Financial Services and Markets 

Act 2000 (‘‘FSM Act’’). Under this act, all 

UK-based banks, together with other 

investment firms, are subject to a range 

of requirements, including fitness and 

properness, capital adequacy, liquidity, 

and systems and controls. 

The FSA is responsible for regulating 

investment products, including 

derivatives, and those who deal in 

investment products. Regulation of spot, 

commercial forwards, and deposits of 

gold and silver not covered by the FSM 

Act is provided for by The London Code 

of Conduct for Non-Investment 

Products, which was established by 

market participants in conjunction with 

the Bank of England. 

The TOCOM has authority to perform 

financial and operational surveillance 

on its members’ trading activities, 

scrutinize positions held by members 

and large-scale customers, and monitor 

the price movements of futures markets 

by comparing them with cash and other 

derivative markets’ prices. To act as a 

Futures Commission Merchant Broker, a 

broker must obtain a license from 

Japan’s Ministry of Economy, Trade and 

Industry, the regulatory authority that 

oversees the operations of the TOCOM. 

The Trust will not trade in gold 

futures contracts on the COMEX or on 

any other futures exchange. The Trust 

will take delivery of physical gold that 

complies with the LBMA gold delivery 

rules. Because the Trust will not trade 

in gold futures contracts on any futures 

exchange, the Trust will not be 

regulated by the Commodity Futures 

Trading Commission (‘‘CFTC’’) under 

the Commodity Exchange Act (‘‘CEA’’) 17

as a ‘‘commodity pool,’’ and will not be 

operated by a CFTC-regulated 

commodity pool operator. Investors in 

the Trust will not receive the regulatory 

protections afforded to investors in 

regulated commodity pools, nor may the 

COMEX or any futures exchange enforce 

its rules with respect to the Trust’s 

activities. In addition, investors in the 

Trust will not benefit from the 

protections afforded to investors in gold 

futures contracts on regulated futures 

exchanges. 

The activities of the Trust will be 

limited to (1) issuing baskets in 

exchange for the gold deposited 

(‘‘Basket’’) with the Custodian as 

consideration, (2) delivering gold as 

necessary to cover the Sponsor’s Fee 

and selling gold as necessary to pay 

Trust expenses not assumed by the 

Sponsor and other liabilities and (3) 

delivering gold in exchange for Baskets 

surrendered for redemption. The Trust 

will not be actively managed. It will not 

engage in any activities designed to 

obtain a profit from, or to ameliorate 

losses caused by, changes in the price of 

gold. 

Custody of the gold bullion deposited 

with and held by the Trust will be 

provided by the Custodian at its 

Singapore vaults, and by other 

subcustodians on a temporary basis. The 

Custodian is a market maker, clearer 

and approved weigher under the rules 

of the LBMA. 

According to the Registration 

Statement, the investment objective of 

the Trust is for the Shares to reflect the 

performance of the price of gold bullion, 

less the Trust’s expenses. The Shares are 

intended to constitute a simple and 

cost-effective means of making an 

investment similar to an investment in 

gold. An investment in physical gold 

requires expensive and sometimes 

complicated arrangements in 

connection with the assay, 

transportation, warehousing and 

insurance of the metal. Although the 

Shares will not be the exact equivalent 

of an investment in gold, they provide 

investors with an alternative that allows 

a level of participation in the gold 

market through the securities market. 

According to the Registration 

Statement, the Trust is not registered as 

an investment company under the 

Investment Company Act of 1940 18 and 

is not required to register under such 

act. 

Secondary Market Trading 

While the Trust’s investment 

objective is for the Shares to reflect the 

performance of gold bullion, less the 

expenses of the Trust, the Shares may 

trade in the secondary market on NYSE 

Arca at prices that are lower or higher 

relative to their net asset value (‘‘NAV’’) 

per Share. The amount of the discount 

or premium in the trading price relative 

to the NAV per Share may be influenced 

by non-concurrent trading hours 

between the NYSE Arca and the 

COMEX, London, Zurich and Singapore. 

While the Shares will trade on NYSE 

Arca until 8 p.m., Eastern Time (‘‘E.T.’’), 

liquidity in the global gold market will 

be reduced after the close of the COMEX 

at 1:30 p.m., E.T. As a result, during this 

time, trading spreads, and the resulting 

premium or discount, on the Shares 

may widen. 

Trust Expenses 

The Trust’s only ordinary recurring 

charge is expected to be the 

remuneration due to the Sponsor 

(‘‘Sponsor’s Fee’’). In exchange for the 

Sponsor’s Fee, the Sponsor has agreed 

to assume the ordinary administrative 

and marketing expenses that the Trust is 

expected to incur. The Sponsor will also 

pay the costs of the Trust’s organization 

and the initial sale of the Shares, 

including the applicable SEC 

registration fees. 

The Sponsor’s Fee will accrue daily 

and will be payable monthly in arrears. 

The Sponsor, from time to time, may 

temporarily waive all or a portion of the 

Sponsor’s Fee at its discretion for a 

stated period of time. 

The Sponsor’s Fee shall be paid by 

delivery of gold to an account 

maintained by the Custodian for the 

Sponsor on an unallocated basis, 

monthly on the first business day of the 

month in respect of fees payable for the 

prior month. The delivery shall be of 

that number of ounces of gold which 

equals the daily accrual of the Sponsor’s 

Fee for such prior month calculated at 

the London PM Fix. 

The Trustee will, when directed by 

the Sponsor, and, in the absence of such 

direction, may, in its discretion, sell 

gold in such quantity and at such times 

as may be necessary to permit payment 

in cash of Trust expenses not assumed 

by the Sponsor. The Trustee is 

authorized to sell gold at such times and 

in the smallest amounts required to 

permit such payments as they become 

due, it being the intention to avoid or 

minimize the Trust’s holdings of assets 

other than gold. 

mstockstill on DSKH9S0YB1PROD with NOTICES

69498 Federal Register / Vol. 75, No. 218 / Friday, November 12, 2010 / Notices 

Creation and Redemption of Shares 

The Trust will create and redeem 

Shares daily, but only in one or more 

Baskets (a Basket equals a block of 

50,000 Shares). 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 and any cash 

represented by the Baskets being created 

or redeemed, the amount of which will 

be based on the combined NAV of 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. 

Authorized Participants are the only 

persons that may place orders to create 

and redeem Baskets. Authorized 

Participants must be (1) registered 

broker-dealers or other securities market 

participants, such as banks and other 

financial institutions, which are not 

required to register as broker-dealers to 

engage in securities transactions, and (2) 

participants in DTC. To become an 

Authorized Participant, a person must 

enter into an Authorized Participant 

Agreement with the Sponsor and the 

Trustee. The Authorized Participant 

Agreement provides the procedures for 

the creation and redemption of Baskets 

and for the delivery of the gold and any 

cash required for such creations and 

redemptions. 

All gold will be delivered to the Trust 

and distributed by the Trust in 

unallocated form through credits and 

debits between authorized participant 

unallocated accounts (‘‘Authorized 

Participant Unallocated Accounts’’) and 

the trust unallocated account (‘‘Trust 

Unallocated Account’’) (as further 

described in the Registration Statement). 

Gold transferred from an Authorized 

Participant Unallocated Account to the 

Trust in unallocated form will first be 

credited to the Trust Unallocated 

Account. Thereafter, the Custodian will 

allocate specific bars of gold 

representing the amount of gold 

credited to the Trust Unallocated 

Account (to the extent such amount is 

representable by whole gold bars) to the 

Trust Allocated Account. The 

movement of gold is reversed for the 

distribution of gold to an Authorized 

Participant in connection with the 

redemption of Baskets. 

All gold bullion represented by a 

credit to any Authorized Participant 

Unallocated Account and to the Trust 

Unallocated Account and all gold 

bullion held in the Trust Allocated 

Account with the Custodian must be of 

at least a minimum fineness (or purity) 

of 995 parts per 1,000 (99.5%) and 

otherwise conform to the rules, 

regulations, practices and customs of 

the LBMA, including the specifications 

for a London Good Delivery Bar. 

Authorized Participants can elect to 

deliver gold loco London or loco 

Singapore in connection with the 

creation of a Basket. Authorized 

Participants can elect to receive delivery 

gold loco London or loco Singapore in 

connection with the redemption of a 

Basket. 

Creation Procedures 

On any business day, an Authorized 

Participant may place an order with the 

Trustee to create one or more Baskets. 

Creation and redemption orders will be 

accepted on ‘‘business days’’ the NYSE 

Arca is open for regular trading. 

Settlements of such orders requiring 

receipt or delivery, or confirmation of 

receipt or delivery, of gold in the United 

Kingdom, Singapore or another 

jurisdiction will occur on ‘‘business 

days’’ when (1) banks in the United 

Kingdom, Singapore or such other 

jurisdiction and (2) the London or 

Singapore gold markets are regularly 

open for business. If such banks or the 

London or Singapore gold markets are 

not open for regular business for a full 

day, such a day will only be a ‘‘business 

day’’ for settlement purposes if the 

settlement procedures can be completed 

by the end of such day. Redemption 

settlements involving gold deliveries 

loco London may be delayed longer 

than three business days following the 

redemption order date. Settlement of 

orders requiring receipt or delivery, or 

confirmation of receipt or delivery, of 

Shares will occur, after confirmation of 

the applicable gold delivery, on 

‘‘business days’’ when the NYSE Arca is 

open for regular trading. Purchase 

orders must be placed no later than 

3:59:59 p.m. (E.T.) on each business day 

the NYSE Arca is open for regular 

trading. The day on which the Trustee 

receives a valid purchase order is the 

purchase order date. 

By placing a purchase order, an 

Authorized Participant agrees to deposit 

gold with the Trust, as described below. 

Prior to the delivery of Baskets for a 

purchase order, the Authorized 

Participant must also have wired to the 

Trustee the non-refundable transaction 

fee due for the purchase order. 

The amount of the required gold 

deposit is determined by dividing the 

number of ounces of gold held by the 

Trust by the number of Baskets 

outstanding, as adjusted for the amount 

of gold constituting estimated accrued 

but unpaid fees and expenses of the 

Trust. Fractions of a fine ounce of gold 

smaller than 0.001 of a fine ounce 

which are included in the gold deposit 

amount are disregarded in the foregoing 

calculation. All questions as to the 

composition of a Creation Basket 

Deposit will be finally determined by 

the Trustee. The Trustee’s 

determination of the Creation Basket 

Deposit shall be final and binding on all 

persons interested in the Trust. 

An Authorized Participant who places 

a purchase order is responsible for 

crediting its Authorized Participant 

Unallocated Account with the required 

gold deposit amount by the third 

business day in London or Singapore 

following the purchase order date. Upon 

receipt of the gold deposit amount, the 

Custodian, after receiving appropriate 

instructions from the Authorized 

Participant and the Trustee, will transfer 

on the third business day following the 

purchase order date the gold deposit 

amount from the Authorized Participant 

Unallocated Account to the Trust 

Unallocated Account and the Trustee 

will direct DTC to credit the number of 

Baskets ordered to the Authorized 

Participant’s DTC account. If gold is to 

be delivered other than as described 

above, the Sponsor is authorized to 

establish such procedures and to 

appoint such custodians and establish 

such custody accounts in addition to 

those described in the Registration 

Statement, as the Sponsor determines to 

be desirable. 

Redemption Procedures 

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 no 

later than 3:59:59 p.m. (E.T.) on each 

business day NYSE Arca is open for 

regular trading. A redemption order so 

received is effective on the date it is 

received in satisfactory form by the 

Trustee. The redemption procedures 

allow Authorized Participants to redeem 

Baskets and do not entitle an individual 

Shareholder to redeem any Shares in an 

amount less than a Basket, or to 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 

not later than the third business day 

following the effective date of the 

redemption order. Prior to the delivery 

of the redemption distribution for a 

redemption order, the Authorized 

Participant must also have wired to the 

Trustee the non-refundable transaction 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 218 / Friday, November 12, 2010 / Notices 69499 

fee due for the redemption order. The 

redemption distribution from the Trust 

will consist of a credit to the redeeming 

Authorized Participant’s Authorized 

Participant Unallocated Account 

representing the amount of the gold 

held by the Trust evidenced by the 

Shares being redeemed. 

Authorized Participants can elect to 

deliver gold loco London or loco 

Singapore in connection with the 

creation of a Basket. Authorized 

Participants can also elect to receive 

delivery of gold loco London or loco 

Singapore in connection with the 

redemption of a Basket. A Basket 

creation order that elects a loco London 

delivery of gold will cause the 

Custodian to effect a transfer of gold to 

Singapore from the Trust Unallocated 

Account maintained by the Custodian in 

London to the Trust Unallocated 

Account maintained by the Custodian in 

Singapore. Likewise, a Basket 

redemption order that elects a loco 

London delivery of gold will cause the 

Custodian to effect a transfer of gold 

from the Trust Unallocated Account 

maintained by the Custodian in 

Singapore to the Authorized Participant 

Unallocated Account maintained in 

London. 

Termination Events 

The Trustee will terminate and 

liquidate the Trust if the aggregate 

market capitalization of the Trust, based 

on the closing price for the Shares, was 

less than $350 million (as adjusted for 

inflation) at any time after the first 

anniversary after the Trust’s formation 

and the Trustee receives, within six 

months after the last of those trading 

days, notice from the Sponsor of its 

decision to terminate the Trust. The 

Trustee will terminate the Trust if the 

CFTC determines that the Trust is a 

commodities pool under the CEA. The 

Trustee may also terminate the Trust 

upon the agreement of the owners of 

beneficial interests in the Shares owning 

at least 75% of the outstanding Shares. 

Additional information regarding the 

Shares and the operation of the Trust, 

including termination events, risks, and 

creation and redemption procedures, are 

described in the Registration Statement. 

Valuation of Gold, Definition of Net 

Asset Value and Adjusted Net Asset 

Value (‘‘ANAV’’) 

On each day that NYSE Arca is open 

for regular trading, as promptly as 

practicable after 4 p.m. (E.T.), on such 

day (‘‘Evaluation Time’’), the Trustee 

will evaluate the gold held by the Trust 

and determine both the ANAV and the 

NAV of the Trust. 

At the Evaluation Time, the Trustee 

will value the Trust’s gold on the basis 

of that day’s London PM Fix or, if no 

London PM Fix is made on such day or 

has not been announced by the 

Evaluation Time, the next most recent 

London gold price fix (AM or PM) 

determined prior to the Evaluation Time 

will be used, unless the Sponsor 

determines that such price is 

inappropriate as a basis for evaluation. 

In the event the Sponsor determines that 

the London PM Fix or such other 

publicly available price as the Sponsor 

may deem fairly represents the 

commercial value of the Trust’s gold is 

not an appropriate basis for evaluation 

of the Trust’s gold, it shall identify an 

alternative basis for such evaluation to 

be employed by the Trustee. Neither the 

Trustee nor the Sponsor shall be liable 

to any person for the determination that 

the London PM Fix or such other 

publicly available price is not 

appropriate as a basis for evaluation of 

the Trust’s gold or for any determination 

as to the alternative basis for such 

evaluation provided that such 

determination is made in good faith. 

Once the value of the gold has been 

determined, the Trustee will subtract all 

estimated accrued but unpaid fees 

(other than the fees accruing for such 

day on which the valuation takes place 

computed by reference to the value of 

the Trust or its assets), expenses and 

other liabilities of the Trust from the 

total value of the gold and all other 

assets of the Trust (other than any 

amounts credited to the Trust’s reserve 

account, if established). The resulting 

figure is the ANAV of the Trust. The 

ANAV of the Trust is used to compute 

the Sponsor’s Fee. 

All fees accruing for the day on which 

the valuation takes place computed by 

reference to the value of the Trust or its 

assets shall be calculated using the 

ANAV calculated for such day on which 

the valuation takes place. The Trustee 

shall subtract from the ANAV the 

amount of accrued fees so computed for 

such day and 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 created or redeemed on such 

evaluation day). 

The Shares will be book-entry only 

and individual certificates will not be 

issued for the Shares. 

Liquidity 

According to the Registration 

Statement, the Shares may trade at, 

above or below the NAV per Share. The 

NAV per Share will fluctuate with 

changes in the market value of the 

Trust’s assets. The trading price of the 

Shares will fluctuate in accordance with 

changes in the NAV per Share as well 

as market supply and demand. The 

amount of the discount or premium in 

the trading price relative to the NAV per 

Share may be influenced by nonconcurrent trading hours between the 

NYSE Arca and the major gold markets. 

While the Shares will trade on the 

NYSE Arca until 8 p.m. (E.T.), liquidity 

in the market for gold will be reduced 

after the close of the major world gold 

markets, including London and the 

COMEX. As a result, during this time, 

trading spreads, and the resulting 

premium or discount, on the Shares 

may widen. 

Availability of Information Regarding 

Gold Prices 

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 gold price and 

gold market information available on 

public Web sites and through 

professional and subscription services. 

Investors may obtain on a 24-hour 

basis gold pricing information based on 

the spot price for an ounce of gold from 

various financial information service 

providers, such as Reuters and 

Bloomberg. Reuters and Bloomberg 

provide at no charge on their Web sites 

delayed information regarding the spot 

price of gold and last sale prices of gold 

futures, as well as information about 

news and developments in the gold 

market. Reuters and Bloomberg also 

offer a professional service to 

subscribers for a fee that provides 

information on gold prices directly from 

market participants. An organization 

named EBS provides an electronic 

trading platform to institutions such as 

bullion banks and dealers for the trading 

of spot gold, as well as a feed of live 

streaming prices to Reuters and 

Moneyline Telerate subscribers. 

Complete real-time data for gold futures 

and options prices traded on the 

COMEX are available by subscription 

from Reuters and Bloomberg. The 

NYMEX also provides delayed futures 

and options information on current and 

past trading sessions and market news 

free of charge on its Web site. There are 

a variety of other public Web sites 

providing information on gold, ranging 

mstockstill on DSKH9S0YB1PROD with NOTICES

69500 Federal Register / Vol. 75, No. 218 / Friday, November 12, 2010 / Notices 

19The 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. 

20The bid-ask price of the Trust is determined 

using the highest bid and lowest offer on the 

Consolidated Tape as of the time of calculation of 

the closing day NAV. 

21See NYSE Arca Equities Rule 7.12. 

22A list of ISG members is available at http:// 

www.isgportal.org. The Exchange notes that the 

Hong Kong Chinese Gold & Silver Exchange 

Society, Shanghai Gold Exchange, Shanghai Futures 

Exchange, Singapore Mercantile Exchange, and 

TOCOM are not members of ISG and the Exchange 

from those specializing in precious 

metals to sites maintained by major 

newspapers, such as The Wall Street 

Journal. In addition, the London AM Fix 

and London PM Fix are publicly 

available at no charge at or http:// 

www.thebulliondesk.com. 

The Trust Web site will provide an 

intraday indicative value (‘‘IIV’’) per 

share for the Shares updated every 15 

seconds, as calculated by the Exchange 

or a third party financial data provider 

during the Exchange’s Core Trading 

Session (9:30 a.m. to 4 p.m., (E.T.). The 

IIV will be calculated based on the 

amount of gold required for creations 

and redemptions and a price of gold 

derived from updated bids and offers 

indicative of the spot price of gold.19

The Trust Web site will also provide the 

Creation Basket Deposit and the NAV of 

the Trust as calculated each business 

day by the Sponsor. In addition, the 

Web site 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 20 at the close of 

trading in relation to the NAV as of the 

time the NAV is calculated (‘‘Bid/Ask 

Price’’), and a calculation of the 

premium or discount of such price 

against such NAV; and (b) data in chart 

format displaying the frequency 

distribution of discounts and premiums 

of the Bid/Ask Price against the NAV, 

within appropriate ranges, for each of 

the four previous calendar quarters. The 

Web site for the Trust will also provide 

the Trust’s prospectus, as well as the 

two most recent reports to stockholders. 

Finally, the Trust Web site will provide 

the last sale price of the Shares as traded 

in the US market. The Exchange will 

provide on its Web site (http:// 

www.nyx.com) a link to the Trust’s Web 

site. In addition, the Exchange will 

make available over the Consolidated 

Tape quotation information, trading 

volume, closing prices and NAV for the 

Shares from the previous day. 

Criteria for Initial and Continued Listing 

The Trust will be subject to the 

criteria in NYSE Arca Equities Rule 

8.201(e) for initial and continued listing 

of the Shares. 

It is anticipated that a minimum of 

100,000 Shares will be required to be 

outstanding at the start of trading. The 

minimum number of shares required to 

be outstanding is comparable to 

requirements that have been applied to 

previously listed shares of the ETFS 

Trusts, streetTRACKS Gold Trust, the 

iShares COMEX Gold Trust, the iShares 

Silver Trust and exchange-traded funds. 

The Exchange believes that the 

anticipated minimum number of Shares 

outstanding at the start of trading is 

sufficient to provide adequate market 

liquidity. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Fund subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Trading in the Shares 

on the Exchange will occur in 

accordance with NYSE Arca Equities 

Rule 7.34(a). The Exchange has 

appropriate rules to facilitate 

transactions in the Shares during all 

trading sessions. As provided in NYSE 

Arca Equities Rule 7.6, Commentary .03, 

the minimum price variation (‘‘MPV’’) 

for quoting and entry of orders in equity 

securities traded on the NYSE Arca 

Marketplace is $0.01, with the exception 

of securities that are priced less than 

$1.00 for which the MPV for order entry 

is $0.0001. 

Further, NYSE Arca Equities Rule 

8.201 sets forth certain restrictions on 

ETP Holders acting as registered Market 

Makers in the Shares to facilitate 

surveillance. Pursuant to NYSE Arca 

Equities Rule 8.201(g), an ETP Holder 

acting as a registered Market Maker in 

the Shares is required to provide the 

Exchange with information relating to 

its trading in the underlying gold, 

related futures or options on futures, or 

any other related derivatives. 

Commentary .04 of NYSE Arca Equities 

Rule 6.3 requires an ETP Holder acting 

as a registered Market Maker, and its 

affiliates, in the Shares to establish, 

maintain and enforce written policies 

and procedures reasonably designed to 

prevent the misuse of any material 

nonpublic information with respect to 

such products, any components of the 

related products, any physical asset or 

commodity underlying the product, 

applicable currencies, underlying 

indexes, related futures or options on 

futures, and any related derivative 

instruments (including the Shares). 

As a general matter, the Exchange has 

regulatory jurisdiction over its ETP 

Holders and their associated persons, 

which include any person or entity 

controlling an ETP Holder. A subsidiary 

or affiliate of an ETP Holder that does 

business only in commodities or futures 

contracts would not be subject to 

Exchange jurisdiction, but the Exchange 

could obtain information regarding the 

activities of such subsidiary or affiliate 

through surveillance sharing agreements 

with regulatory organizations of which 

such subsidiary or affiliate is a member. 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares. 

Trading on the Exchange in the Shares 

may be halted because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Shares inadvisable. These may 

include: (1) The extent to which 

conditions in the underlying gold 

market have caused disruptions and/or 

lack of trading, or (2) whether other 

unusual conditions or circumstances 

detrimental to the maintenance of a fair 

and orderly market are present. In 

addition, trading in Shares will be 

subject to trading halts caused by 

extraordinary market volatility pursuant 

to the Exchange’s ‘‘circuit breaker’’ 

rule.21

Surveillance 

The Exchange intends to utilize its 

existing surveillance procedures 

applicable to derivative products 

(including Commodity-Based Trust 

Shares) to monitor trading in the Shares. 

The Exchange represents that these 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

in all trading sessions and to deter and 

detect violations of Exchange rules and 

applicable Federal securities laws. 

The Exchange’s current trading 

surveillance focuses on detecting 

securities trading outside their normal 

patterns. 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. Also, pursuant to 

NYSE Arca Equities Rule 8.201(g), the 

Exchange is able to obtain information 

regarding trading in the Shares and the 

underlying gold, gold futures contracts, 

options on gold futures, or any other 

gold derivative, through ETP Holders 

acting as 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 may obtain trading 

information via the Intermarket 

Surveillance Group (‘‘ISG’’) from other 

exchanges who are members of the 

ISG.22 COMEX and Hong Kong 

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Federal Register / Vol. 75, No. 218 / Friday, November 12, 2010 / Notices 69501 

does not have in place a comprehensive 

surveillance sharing agreement with such markets. 

23 15 U.S.C. 78f(b). 

24 15 U.S.C. 78f(b)(5). 25 17 CFR 200.30–3(a)(12). 

Exchanges and Clearing Limited are 

members of ISG. 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Bulletin 

will discuss the following: (1) The 

procedures for purchases and 

redemptions of Shares in Baskets 

(including noting that Shares are not 

individually redeemable); (2) NYSE 

Arca Equities Rule 9.2(a), which 

imposes a duty of due diligence on its 

ETP Holders to learn the essential facts 

relating to every customer prior to 

trading the Shares; (3) how information 

regarding the ITV 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 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 Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) 23 of the Act, in general, and 

furthers the objectives of Section 

6(b)(5),24 in particular, because it is 

designed to promote just and equitable 

principles of trade, to foster cooperation 

and coordination with persons engaged 

in facilitating transactions in securities, 

and to remove impediments and perfect 

the mechanisms of a free and open 

market and to protect investors and the 

public interest. The Exchange believes 

that the proposed rule change will 

facilitate the listing and trading of an 

additional type of commodity-based 

product that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

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. 

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. 

The Exchange has requested accelerated 

approval of the proposed rule change. 

The Commission is considering granting 

accelerated approval of the proposal at 

the end of a 15-day comment period. 

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 e-mail to rulecomments@sec.gov. Please include File 

Number SR–NYSEArca–2010–95 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2010–95. This 

file number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

a.m. and 3 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; the 

Commission does not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR– 

NYSEArca–2010–95 and should be 

submitted on or before November 29, 

2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–28514 Filed 11–10–10; 8:45 am] 

BILLING CODE 8011–01–P 

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