Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices 17539 

5 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See the Registration Statement for the Trust on 

Form F–1, filed with the Commission on December 

23, 2011 (No. 333–178745) (as amended, the 

‘‘Registration Statement’’). The descriptions of the 

Trust, the Units and the gold market contained 

herein are based, in part, on the Registration 

Statement. 

5Commodity-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. 

6Securities Exchange Act Release No. 59895 (May 

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

NYSEArca–2009–40). 

7Securities Exchange Act Release No. 61496 

(February 4, 2010), 75 FR 6758 (February 10, 2010) 

(SR–NYSEArca–2009–113). 

8See Securities Exchange Act Release Nos. 56224 

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

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

Exchange of the streetTRACKS Gold Trust); 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). 

9See 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). 

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 Section, 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 filings 

will also be available for inspection and 

copying at the principal office of ICE 

Clear Europe and on ICE Clear Europe’s 

Web site at https://www.theice.com/ 

publicdocs/regulatory_filings/ICE_

Clear_Europe_PAI_and_MTMM_

Proposed_Changes.pdf. 

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–ICEEU–2012–05 and 

should be submitted on or before April 

16, 2012. 

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority.5

Kevin O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–7204 Filed 3–23–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66627; File No. SR– 

NYSEARCA–2012–18] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the APMEX Physical—1 oz. Gold 

Redeemable Trust Pursuant to NYSE 

Arca Equities Rule 8.201 

March 20, 2012. 

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

Securities Exchange Act of 1934 (the 

‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on March 5, 

2012, NYSE Arca, Inc. (the ‘‘Exchange’’ 

or ‘‘NYSE Arca’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of the Substance 

of the Proposed Rule Change 

The Exchange proposes to list and 

trade shares of the APMEX Physical—1 

oz. Gold Redeemable 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 www.nyse.com. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

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 Units (‘‘Units’’) of the Trust under 

NYSE Arca Equities Rule 8.201.4 Under 

NYSE Arca Equities Rule 8.201, the 

Exchange may propose to list and/or 

trade pursuant to unlisted trading 

privileges (‘‘UTP’’) ‘‘Commodity-Based 

Trust Shares.’’5 The Commission has 

previously approved listing on the 

Exchange under NYSE Arca Equities 

Rule 8.201 shares of the ETFS Gold 

Trust 6, as well as the Sprott Physical 

Gold Trust.7 In addition, the 

Commission has approved listing on the 

Exchange of streetTRACKS Gold Trust 

and iShares COMEX Gold Trust.8 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.9


tkelley on DSK3SPTVN1PROD with NOTICES
17540 Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices 

10The Manager is a Delaware corporation and is 

a wholly-owned subsidiary of Apmex, Inc. 

(formerly known as American Precious Metals 

Exchange, Inc.) (the ‘‘parent company’’). The parent 

company is an Internet-based company that sells a 

selection of precious metals in bar and coin form 

to the public, primarily in the United States. The 

Manager is responsible for the day-to-day activities 

and administration of the Trust. The Manager 

manages, or causes to be managed at the expense 

of the Trust, the Trust pursuant to the management 

agreement, as authorized under the amended and 

restated trust agreement. Additional details 

regarding the Manager are set forth in the 

Registration Statement. 

11The Trustee is a trust company existing under 

the federal laws of Canada. The Trustee holds title 

to the Trust’s assets and has exclusive authority 

over the assets and affairs of the Trust. The Trustee 

has a fiduciary responsibility to act in the best 

interest of the unitholders. Additional details 

regarding the Trustee are set forth in the 

Registration Statement. 

12RBC Dexia is a trust company existing under 

the federal laws of Canada, and is a jointly-owned 

subsidiary of the Royal Bank of Canada and Dexia 

N.V./S.A. RBC Dexia is affiliated with a brokerdealer. RBC Dexia has represented to the Exchange 

that it has put in place and will maintain the 

appropriate information barriers and controls 

between itself and the broker dealer affiliate so that 

the broker dealer affiliate will not have access to 

information concerning the composition and/or 

changes to the Trust’s holdings that are not 

available on the Trust’s Web site. The Custodian 

will act as custodian for the assets that the Trust 

owns and will appoint a gold custodian as subcustodian to hold the 1 oz. gold coins, as described 

below. The Custodian is responsible for the 

property of the Trust (cash, cash equivalents (as 

described below) and gold coins) that the 

Custodian, its affiliates or appointed sub-custodians 

directly hold. The Bank of Nova Scotia, a subcustodian of RBC Dexia, will act as gold custodian 

for the 1 oz. gold coins that the Trust owns. The 

Custodian is responsible for and bears the risk of 

loss of, and damage to, the Trust’s 1 oz. gold coins 

that it deposits with the Bank of Nova Scotia (the 

‘‘Gold Custodian’’), regardless of whether they are 

actually in possession of the gold custodian, subject 

to certain limitations based on events beyond the 

control of the Custodian. The Manager, with the 

consent of the Trustee, may determine to change the 

custodial arrangements of the Trust. The Trust 

represents that the agreement with the Custodian 

does not limit the options the Custodian may use 

for storage, although the Custodian must comply 

with the law and regulations as promulgated by the 

federal government of Canada and the Province of 

Ontario. Currently, the Custodian has decided to 

store the gold with the Bank of Nova Scotia which 

bank attests that it meets all applicable legal and 

regulatory requirements. Additional details 

regarding the Custodian and the gold custodian are 

set forth in the Registration Statement. 

13The Trust’s Valuation Agent will calculate the 

value of the net assets of the Trust on a daily basis 

and reconciles all purchases and redemptions of 

Units to determine the net asset value (‘‘NAV’’), as 

described further below. 

14 15 U.S.C. 80a–1. 

15 17 U.S.C. 1 [sic]. 

16With respect to 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). 

APMEX Precious Metals Management 

Services, Inc. is the manager of the Trust 

(‘‘Manager’’),10 Computershare Trust 

Company of Canada is the trustee of the 

Trust (‘‘Trustee’’),11 and RBC Dexia 

Investor Services (‘‘RBC Dexia’’) Trust is 

the custodian of the Trust 

(‘‘Custodian’’) 12 and the valuation agent 

for the Trust (‘‘Valuation Agent’’).13

According to the Registration 

Statement, the investment objective of 

the Trust is to invest and hold 

substantially all of its assets in 1 oz. 

gold coins. The assets of the Trust will 

consist of 1 oz. American Gold Eagle 

bullion coins and 1 oz. Canadian Gold 

Maple Leaf bullion coins, although the 

Trust is also permitted to purchase 1 oz. 

gold bullion bars and rounds. The Trust 

seeks to provide a secure, convenient 

and exchange-traded investment 

alternative for investors interested in 

holding 1 oz. gold coins. The Trust 

believes that investing in 1 oz. gold 

coins has several advantages over 

investing in bullion, including (i) 1 oz. 

gold coins contain a known quantity of 

gold that is guaranteed by the 

government issuing them, whereas gold 

bullion has no such guarantee; (ii) it is 

a crime to tamper with 1 oz. gold coins, 

so those receiving them have more 

confidence as to the amount of gold the 

coin contains; (iii) because the amount 

of gold contained in each unit is small 

(1 oz.), redemptions for the underlying 

precious metal can be done at lower 

amounts than similar investments in 

gold bullion; and (iv) if an investor 

chooses to redeem the investor’s 

interests in the Trust, the investor 

would receive 1 oz. gold coins, the 

value of which is known since the 

precious metals it contains are of a 

known and fixed quantity, as opposed 

to bullion, the value of which would 

have to be re-determined for the benefit 

of a transferee when the investor wanted 

to transfer it. The Trust does not 

anticipate making regular cash 

distributions to unitholders. The Trust 

is neither an investment company 

registered under the Investment 

Company Act of 1940 14 nor a 

commodity pool for purposes of the 

Commodity Exchange Act.15

The Exchange represents that the 

Units satisfy the requirements of NYSE 

Arca Equities Rule 8.201 and thereby 

qualify for listing on the Exchange.16

Operation of the Gold Bullion Market 

According to the Registration 

Statement, the global gold market is 

influenced by several industries, 

organizations and activities which may 

be categorized as banking, 

governmental, mining, manufacturing 

and investment. For example: 

• Multi-national bullion banks 

provide a variety of bullion-related 

products and services to the global gold 

market, including physical purchases 

and sales, gold leasing, hedging and 

gold deposits. 

• Governments, through central bank 

activities for each nation, buy, sell and 

hold gold reserves. 

• Mining companies produce gold 

directly and combine with other 

companies that produce gold as a byproduct and companies that are scrap 

merchants and gold recyclers to provide 

a supply of gold. 

• Manufacturers which use gold in 

the process of making or constructing a 

final product, including products in the 

industrial community, electronic 

products, dental applications and 

jewelry, combine to provide demand for 

gold. 

• Investment activities of individuals, 

corporations, pooled accounts, exchange 

traded funds and other investment 

oriented trading activity combine to 

provide demand for gold. 

Gold can be purchased in a physical 

form in almost every country in the 

world. The most popular forms of gold 

ownership include coins, most 

commonly in one ounce gold coins of a 

known fineness, struck by sovereign 

governments including the United 

States, Canada, South Africa, Australia, 

Austria and others, along with bars and 

rounds also commonly containing one 

ounce or less in a known or expressed 

fineness, provided by major gold 

refiners including Johnson & Matthey, 

Produits Artistiques Me ́taux Pre ́cieux, 

Credit Suisse and others. Physical gold 

can be purchased in the United States 

through most precious metal or coin 

dealers and over the Internet, while in 

Europe and other parts of the world, 

purchases can also be made through 

banks and other financial institutions. 

Physical gold is paid at the time of 

delivery and generally the prices track 

the world price of gold directly plus a 

small premium for manufacturing and 

distribution costs. The owner of the gold 

has a responsibility to store and insure 

the gold, but that is at the discretion of 

the owner. Private depositories and 

bank safe deposit vaults are available for 

annual fees. 

Sources of gold supply include both 

mine production and recycling of 

existing previously mined gold. Gold 

mine production constitutes the largest 

portion of gold supplied into the market 

annually. Gold scrap, from jewelry and 

other manufactured products, is the 

second largest source of annual gold 

supply. Although many central banks 

have recently been purchasing gold 

rather than selling, central bank sales 

have historically accounted for a 

significant supply of gold coming into 

the marketplace. 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices 17541 

17The American Eagle Gold Bullion Coin was 

authorized by the Bullion Coin Act of 1985 and 

recorded under United States Code, Title 31, 

Subtitle IV, Chapter 51, Subchapter II, Section 5112. 

18The Canadian Gold Maple Leaf is the official 

gold bullion coin of Canada and is struck by the 

Royal Canadian Mint and enabled under the Royal 

Canadian Mint Act, Revised Statutes of Canada 

1985, c.-R–9, as amended. The objectives of the 

Royal Canadian Mint are ‘‘to mint coins in 

anticipation of profit and to carry out other related 

activities.’’ The Royal Canadian Mint has all the 

powers of a natural person. The Royal Canadian 

Mint is a Schedule III–Part II for profit Crown 

corporation under the Financial Administration Act 

and operates under the general direction of its 

board of directors. The Royal Canadian Mint reports 

to the Canadian Parliament through the Minister of 

Transport, Infrastructure and Communities. 

19 Information relating to gold coin prices is 

updated by Bloomberg each business day as of 4:30 

p.m. Eastern time. 

20According to the Registration Statement, the 

American Gold Eagle and the Canadian Gold Maple 

Leaf, are two of the most recognized forms of gold 

in the world. These 1 oz. gold coins are struck by 

the United States and Canadian Governments so 

that there are a sufficient number of coins available 

to meet the demand for them, and are backed by 

the full faith and credit of the respective countries 

as to the quality of the coins. These 1 oz. gold coins 

are primarily distributed through qualifying 

financial institutions and large bullion dealers that 

meet the criteria of the respective issuing countries. 

Mine production includes gold 

produced from a primary or a secondary 

deposit. For the five years ended 

December 31, 2010, gold from net 

mining activity (gold from mining 

producers less hedging by producers) 

has been relatively stable at a level of 

between approximately 2,031 metric 

tons and approximately 2,686 metric 

tons per year. Notwithstanding this 

steady production, this supply 

represents only approximately 58% to 

63% of the total annual demand for 

gold. During the seven quarters ended 

September 30, 2011, with rising prices 

and, accordingly, greater incentive for 

mining, net mining activity is providing 

from 57% to 75% of the total demand 

for gold. 

According to the Registration 

Statement, central banks, as well as 

other governmental agencies, have 

historically retained gold as a strategic 

asset. However, since 1989, the 

governmental segment has been a net 

seller of gold to the private sector until 

the fourth quarter of 2010. For the five 

years ended December 31, 2010, central 

bank sales of gold have declined from 

approximately 370 metric tons in 2006, 

or approximately 10% of total annual 

supply of 3,574 metric tons, turning to 

negative supply, or otherwise a factor in 

demand, to approximately 77 metric 

tons in 2010, a significant turnaround 

from a source of supply to a source of 

demand. In the seven quarters ended 

September 30, 2011, central bank sales 

have provided a source of demand, not 

a source of supply, except for the fourth 

quarter of 2010, ranging from the 

provision of demand of as much as 

approximately 148 metric tons in the 

third quarter of 2011, to a swing as a 

source of supply of approximately 18 

metric tons in the fourth quarter of 

2010. Overall for 2010, central banks 

provided a net of approximately 77 

metric tons of demand, not supply, in 

the global market. 

According to the Registration 

Statement, as a result of the swing from 

net seller in 2006 to a net buyer in 2010, 

these central banks have ceased 

providing a supply of gold to the market 

and have become a consumer of gold in 

the market. This dramatic shift may 

have significant impact on supply and 

demand relationships in the future. 

Industrial gold demand includes 

production for electronic devices, dental 

applications and other uses. Gold has 

manufacturing properties that include 

malleability, resistance to corrosion and 

conductivity that make the metal ideal 

for a variety of electronic components 

such as smartphones and notebooks and 

in emerging technology such as 

nanoparticles. During the five years 

ended December 31, 2010, industrial 

demand has been as high as 466 metric 

tons per year to as low as 410 metric 

tons per year and has represented as 

much as 13% of total annual demand 

and as low as 11% of total annual 

demand. For the seven quarters ended 

September 30, 2011, industrial demand 

has increased from 114 metric tons in 

the first quarter of 2010 to 120 metric 

tons in the third quarter of 2011, with 

a high of 120 metric tons in the third 

quarters of 2010 and 2011. 

Gold jewelry continues to be the 

primary source of gold demand 

worldwide, although in 2009, 

institutional demand exceeded jewelry 

demand. India is the most significant 

market for gold jewelry demand 

followed by China, the United States 

and Saudi Arabia. For the five years 

ended December 31, 2010, jewelry 

demand has been between 50% and 

69% of the total annual demand. For the 

seven quarters ended September 30, 

2011, jewelry demand has varied from 

418 metric tons in the second quarter of 

2010 to 558 metric tons in the first 

quarter of 2011. As a portion of total 

demand during the seven quarters 

ended September 30, 2011, jewelry has 

represented between 38% and 60% of 

total demand. 

Retail and institutional investment 

demand includes government gold coin 

production, medals and other coin and 

bar production, gold bar hoarding, 

increases in gold on deposit for 

exchange traded funds and other gold 

fund investments and other physical 

investment demand. For the five years 

ended December 31, 2010, investment 

demand has grown from 830 metric tons 

in 2006 to 1,518 metric tons in 2010. 

During the seven quarters ended 

September 30, 2011, investment 

demand has fluctuated from 248 metric 

tons in the first quarter of 2010 to a high 

of 575 metric tons in the second quarter 

of 2010. For the seven quarters ended 

September 30, 2011, investment 

demand has provided from 27% to 52% 

of total demand. 

Gold is traded around the world daily 

on a 24 hour basis. Gold can be owned 

directly or indirectly in several ways 

and traded in several different markets 

depending on the form of gold 

ownership or rights to own the 

underlying gold. 

Determining Value of Gold Coins 

According to the Registration 

Statement, the Valuation Agent will 

determine the fair market value of the 1 

oz. American Gold Eagle bullion 

coins 17 and the 1 oz. Canadian Gold 

Maple Leaf bullion coins 18 by using the 

closing price information provided by 

Bloomberg Finance LP. The closing 

price of each coin is separately 

recognized by Bloomberg as COINGEAG 

and COINGCML, respectively, 

determined by the mid-point between 

the high bid and low ask for that coin 

on the applicable date.19 Bloomberg’s 

quotations are based on information 

provided by the Certified Coin 

Exchange. The Certified Coin Exchange 

is an electronic exchange for coins that 

obtains bid and ask information from its 

member dealers, of which there are 

more than 500, that post over 100,000 

bid and ask prices on a wide variety of 

coins, including the 1 oz. American 

Gold Eagle and the 1 oz. Canadian Gold 

Maple Leaf, at a given time. To the 

extent that the Trust holds 1 oz. gold 

bars or rounds, the fair market value is 

equal to the market value of 1 oz. of gold 

in the current market, which the Trust 

will obtain from Bloomberg. 

1 oz. gold coins are manufactured and 

distributed by the United States Mint 

and the Royal Canadian Mint.20 Both of 

these mints offer the 1 oz. gold coins at 

a price equal to the value of 1 oz. of gold 

plus a premium. The premium is a 

percentage of the value of the then 

applicable price of 1 oz. of gold, and 

such amount is intended to cover the 

cost of manufacturing and certain other 

distribution costs. This premium is set 

by the respective mints and generally 

does not change substantially, although 


tkelley on DSK3SPTVN1PROD with NOTICES
17542 Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices 

21The Trust deems authorized distributors to be 

those entities that have met the criteria established 

by the U.S. Mint and the Royal Canadian Mint, 

respectively, in their sole discretion, for the 

purposes of recognition as a buyer directly from 

such mint in order to distribute the products of the 

respective mint into the marketplace. These criteria 

include financial experience, operations and other 

criteria, that would be satisfactory to such mint. 

22Authorized distributors of U.S. gold bullion 

coins are required to meet specified qualification 

criteria relating to experience as market-maker in 

gold coins, tangible net worth and audit by an 

independent certified public accounting firm. See 

‘‘Procedures to Qualify for Bulk Purchase of Gold 

Bullion Coins’’, available at http://www.usmint.gov/ 

consumer/GoldAPRequirements.pdf. The 

authorized distributors of American Gold Eagles for 

the United States Mint are published and known to 

be as follows: A–Mark Precious Metals, Scotia 

Mocatta, MTB, Prudential Securities, Coins ’N’ 

Things, Commerzbank International, Deutsche 

Bank, and Tanaka Kinkinzoku. 

23Although the Royal Canadian Mint does not 

publicize the requirements to become an authorized 

distributor or the authorized distributors 

themselves, the Manager believes that the following 

entities are authorized distributors of the Canadian 

Maple Leaf for the mint: A–Mark Precious Metals, 

Scotia Mocatta, MTB, Prudential Securities, Coins 

’N’ Things, and Dillon Gage. 

24According to the Registration Statement, the 

American Gold Eagle coin contains one troy ounce 

of gold and, along with other alloys, uses the 

durable 22-karat standard (0.9167 fine gold or 

similar) for gold coinage. Each coin contains the 

stated amount of pure gold, plus small amounts of 

silver and copper alloys, added for increased 

hardness and durability. They are struck to the U.S. 

Mint’s exacting standards for quality. Each one troy 

ounce coin must contain one troy ounce of pure 

gold, must weigh 1.0909 troy ounces, must have a 

diameter of 32.70 millimeters and must be 2.87 

millimeters thick. The American Gold Eagle is 

required, by law, to be struck from newly mined 

sources of gold in the United States. The Canadian 

Gold Maple Leaf coin contains one troy ounce of 

gold with a 24-karat fineness of 0.9999. The coins 

are guaranteed for their weight, purity and fineness 

by the Government of Canada. The coin has a 

diameter of 30 millimeters and is 2.8 millimeters 

thick. 

25Neither the United States Mint nor the Royal 

Canadian Mint sells the American Gold Eagle or the 

Canadian Maple Leaf directly to the public. 

Although the Web sites of the respective mints (the 

United States Mint at http://www.usmint.gov/ 

mint_programs/american_eagles/ 

index.cfm?Action=american_eagle_gold and the 

Royal Canadian Mint at http://www.mint.ca/store/ 

mint/about-the-mint/bullion-1300002) discuss the 1 

oz. gold coins manufactured by the respective 

mints, there is no opportunity to purchase directly 

from the mints. The United States Mint offers a 

listing of retailers by state and the Royal Canadian 

Mint offers a form to complete in order to identify 

a retailer. Neither of the mints offers a list of 

companies that are authorized purchasers from the 

respective mint and neither of the mints offers any 

explanation for premiums or pricing. 

the price of the 1 oz. of gold changes 

with market conditions. 

Each of the mints offers the 1 oz. gold 

coins to a group of authorized 

distributors, which are approved by the 

respective mint.21 Each of the mints has 

established a set of criteria that must be 

met by prospective and current 

authorized distributors. The authorized 

distributors for the United States Mint 

include eight companies, of which three 

are publicly traded banks, four are units 

of publicly traded companies, and one 

is a private company.22 There are six 

authorized distributors for the Royal 

Canadian Mint, of which one is a unit 

of a publicly traded bank, three are units 

of publicly traded companies and two 

are private companies.23

Based on the supply chain from the 

respective mints, the authorized 

distributors set their prices based on 

current market conditions, creating a 

spread between the purchase price of 

the 1 oz. gold coins from the mints and 

the selling price of such distributors 

with such selling price based on current 

market demand. Since the market value 

of the 1 oz. gold coins are primarily 

based on the price of 1 oz. of gold, and, 

further, since all of the coins from the 

respective mints are identical, the 

selling price of all the authorized 

distributors is substantially similar in 

what is a competitive commodity 

market. Generally, these authorized 

distributors (or ‘‘primary dealers’’) offer 

the 1 oz. gold coins to wholesalers and 

to larger retail sellers. 

The Trust will hold substantially all 

of its assets in the 1 oz. American Gold 

Eagle bullion coin and the 1 oz. 

Canadian Gold Maple Leaf bullion 

coin.24

The United States Mint charges the 

authorized purchasers a premium of 3% 

over the price of gold on the 1 oz 

American Gold Eagle. The Royal 

Canadian Mint does not disclose or 

publish the premium for the 1 oz. Gold 

Maple Leaf.25

Each of the mints has established a set 

of criteria that must be met by 

prospective and current authorized 

distributors. The United States Mint 

publishes the application to become an 

authorized purchaser online at http:// 

www.usmint.gov/consumer/ 

index.cfm?action=AmericanEagles, 

while the Royal Canadian Mint does not 

publish any of its criteria. 

According to the Registration 

Statement, the correlation of the market 

value of the 1 oz. American Gold Eagle 

coin to the gold spot, as reported by 

Bloomberg Finance L.P., for the period 

from January 2009 to August 2011 as of 

the last trading day each month, is 

0.978. The correlation of the market 

value of the 1 oz. Canadian Gold Maple 

Leaf coin to the gold spot, as reported 

by Bloomberg Finance L.P., for the 

period from January 2009 to August 

2011 as of the last trading day each 

month, is 0.976. The data provided by 

Bloomberg Finance L.P. for the value of 

the 1 oz. American Gold Eagle Coin and 

the 1 oz. Canadian Gold Maple Leaf 

Coin is the same data that will be used 

by the Trust to calculate the NAV. 

Commodity Exchanges 

There are several commodity 

exchanges around the world that 

provide the ability to purchase a 

contract for delivery of a fixed amount 

of gold in a specified purity, or fineness, 

with delivery at a specific time in the 

future. Commodity exchange contracts 

can be satisfied either financially or by 

physical delivery. The current delivery 

month contract trades at a price that 

approximates the current value of the 

underlying amount of gold while future 

delivery months trade at a premium to 

the current delivery month. Generally, 

the longer the time until the contract 

delivery month, the higher the premium 

per ounce of gold the contract trades 

relative to the current delivery month. 

Because the contracts expire and must 

be satisfied either financially or by 

physical delivery, there is some action 

required by the contract owner every 

month for the current contract. 

Gold Company Stocks 

Stock exchanges around the world 

trade the equities of gold mining 

companies. These publicly traded gold 

mining companies may or may not have 

profitable operations and may or may 

not have ownership or rights to gold 

mines. The gold mines in which the 

gold mining companies have 

exploration rights may or may not be 

producing gold. The public disclosure 

of the details and explanations of the 

operations of the gold mining 

companies that trade on the exchanges 

vary in each country and in each trading 

exchange. 

Gold Derivatives 

There are several worldwide 

exchanges that trade gold derivatives. 

Gold derivatives include options to 

purchase or sell gold, forwards and 

other forms of trading rights to buy or 

sell gold. Such gold derivatives usually 

carry a fixed price of gold at which the 

gold must be bought or sold and have 

a tenor, or fixed timeframe when the 

right to buy or sell expires. Settlement 

of the derivative trade is most often 

completed financially and no physical 

gold is generally ever bought, sold or 

delivered. The owner of a derivative 

holds a right to buy or sell gold and not 

the physical gold and prices at which 

these derivatives trade are not directly 

related to the price of gold, but trade at 

prices that include the price of gold, the 

premium of the option, the remaining 

time before expiration of the option and 

other factors. Gold futures are traded on 

the COMEX, an affiliate of the Chicago 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices 17543 

26For additional information regarding the gold 

bullion market, gold futures exchanges, and 

regulation of the global gold market, see Securities 

Exchange Act Release No. 59895 (May 8, 2009), 74 

FR 22993 (May 15, 2009) (SR–NYSEArca–2009–40) 

(order approving Exchange listing and trading of the 

ETFS Gold Trust). 

27 7 U.S.C. 1 et seq. 

28The Trust’s Investment Guidelines provide that 

the Trust will invest in and hold a minimum of 

80% of the total net assets of the Trust in 1 oz. gold 

coins and hold no more than 20% of the total net 

assets of the Trust in cash (such as interest-bearing 

accounts and short-term certificates of deposit) or 

any U.S. Government Security, as defined below 

(except during the 90-day period following the 

closing of the Trust’s initial public offering or 

additional offerings or prior to the distribution of 

assets of the Trust, at which times the Trust may 

hold more than 20% of the total net assets of the 

Trust in cash (such as interest-bearing accounts and 

short-term certificates of deposit) and U.S. 

Government Securities). U.S. Government Security 

means any direct obligations of or obligations 

guaranteed as to principal or interest by the United 

States, or securities issued or guaranteed by 

corporations in which the United States has a direct 

or indirect interest which shall have been 

designated by the Secretary of the Treasury, 

pursuant to section 3(a)(12) of the Act, as exempted 

securities for the purposes of the Exchange Act. 

29This procedure will not apply continually and 

will apply only with respect to the initial public 

offering, and if the Trust engages in other public 

offerings for the purchase of gold using the initial 

public offering proceeds. 

Mercantile Exchange, Inc., and the 

Tokyo Commodity Exchange.26

Gold Funds 

There are several gold funds operating 

around the world with the majority of 

the funds traded on public exchanges in 

the form of open or closed end funds, 

or alternatively, in exchange traded 

funds. These publicly traded funds are 

a form of asset backed securities where 

the owner of the security holds an 

undivided interest in the pool of gold 

that the public fund holds. Generally, 

the public funds hold gold in 

safekeeping, and the value of the 

securities is directly related to the value 

of the gold that the public fund holds. 

However, there can be some trading 

premium or discount to the value of the 

underlying gold based on current 

market conditions, the need for liquidity 

by the owners of the public funds, 

temporary imbalances of buy or sell 

orders for the securities, tax treatments 

of the public funds, or other factors. 

Generally, the interest in the public 

funds is bought or sold through 

brokerage firms with official access to 

the exchanges on which the securities of 

the public funds trade. 

Operation of the Trust 

According to the Registration 

Statement, the Trust will not hold or 

trade in commodity futures contracts 

regulated by the Commodity Exchange 

Act, as administered by the U.S. 

Commodity Futures Trading 

Commission (‘‘CFTC’’). According to the 

Registration Statement, the Trust is not 

a commodity pool for purposes of the 

Commodity Exchange Act,27 and none 

of the Manager, the Trustee or the 

underwriters is subject to CFTC 

regulation as a commodity pool operator 

or a commodity trading advisor in 

connection with the Units. 

The Trust intends to invest in longterm holdings of 1 oz. gold coins but 

intends to hold highly liquid 

investments (consisting of short term 

certificates of deposit or any U.S. 

Government Security) or cash [sic] an 

amount equal to approximately 3% of 

its total net assets generally to pay 

expenses and cash redemptions. The 

Trust does not intend to speculate in 

gold. The Trust may be required to sell 

some of its 1 oz. gold coins from time 

to time in order to replenish the amount 

held in cash. The Trust is authorized to 

issue an unlimited number of Units. 

Except with respect to cash and 

highly liquid investments that the Trust 

will hold to pay expenses and 

anticipated redemptions, the Trust 

expects to own only 1 oz. gold coins. 

While the Trust, pursuant to its 

investment guidelines (‘‘Investment 

Guidelines’’), will be permitted to invest 

up to 20% of its assets in securities 

other than 1 oz. gold coins, the Manager 

intends to invest and hold 

approximately 97% of the total net 

assets of the Trust in 1 oz. gold coins.28

The Manager will not buy and sell 1 

oz. gold coins for the Trust through its 

current parent company, APMEX 

Precious Metals Exchange, Inc., of 

which the Manager’s officers and 

directors are officers, or its affiliates. 

To purchase all of the 1 oz. gold coins 

pursuant to the Trust’s investment 

guidelines using the initial public 

offering proceeds, the Manager will 

negotiate on behalf of the Trust for 

multiple transactions with certain 

authorized distributors; all of such 

distributors are independent of the 

Manager and any affiliate of the parent 

company. These negotiations and 

related transactions will include the 

pricing of the 1 oz. gold coins, the 

proposed terms of payment and certain 

delivery requirements in each 

transaction for the 1 oz. gold coins to be 

received at the gold custodian.29 For 

each transaction, the Manager expects 

that the price per coin for the specified 

number of coins in the order will be 

quoted and offered by the distributors at 

a fixed amount over the price of gold 

per ounce on a date certain in the future 

as published by London Gold Market 

Fixing, or the London PM Fix, although 

the Manager may use other processes to 

establish a fair, competitive market 

price and related terms. 

The process of determining the 

worldwide price of gold occurs twice 

daily in London, once in the morning 

and once in the afternoon, by a 

committee of five internationally 

recognized bullion dealers, all of which 

are members of the London Bullion 

Market Association. Once the Manager 

identifies an offer of price and terms as 

acceptable for a transaction, it will 

prepare a purchase order for the 

transaction that specifies the Trust as 

the buyer and the seller as the identified 

distributor and will set forth in 

reasonable detail the price and terms. 

The Manager will sign the purchase 

order on behalf of the Trust and deliver 

it to the selling distributor. In 

accordance with the terms of the 

purchase order, funds will be delivered 

to the selling distributor directly from 

the Trust. As the physical delivery of 

the 1 oz. gold coins is completed at the 

gold custodian, a representative of the 

Manager will be present. At delivery, 

the Manager will inspect the 1 oz. gold 

coins and complete a random review of 

the count and authenticity of the gold 

content. Once the Manager is satisfied 

with the completeness and accuracy of 

the delivery of the 1 oz. gold coins, the 

gold custodian will put the 1 oz. gold 

coins in storage and provide a written 

report to the Custodian of the details of 

such receipt. 

Secondary Market Trading 

The Units may trade in the secondary 

market on the Exchange at prices that 

are lower or higher relative to their NAV 

per Unit. The amount of the discount or 

premium in the trading price relative to 

the NAV may be influenced by nonconcurrent trading hours between the 

COMEX, which is the U.S. exchange on 

which gold for physical delivery is 

traded, and NYSE Arca and the Toronto 

Stock Exchange (‘‘TSX’’). While the 

Units will trade on NYSE Arca and the 

TSX until 4 p.m. Eastern time, liquidity 

in the global gold market will lessen 

after the close of the COMEX at 1:30 

p.m. Eastern time. As a result, during 

this time, trading spreads, and the 

resulting premium or discount to the 

NAV may widen. 

Trust Expenses 

The Trust pays the Manager a 

monthly management fee. Fees payable 

to the Manager are calculated and 

accrued daily and will be paid monthly 

in arrears. Except as otherwise 

described in the Registration Statement, 

the Trust is responsible for all costs and 

expenses incurred in connection with 


tkelley on DSK3SPTVN1PROD with NOTICES
17544 Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices 

30Other Canadian securities regulatory 

authorities which must be notified are as follows: 

the ongoing operation and 

administration of the Trust including, 

but not limited to: The fees and 

expenses payable to and incurred by the 

Trustee, the Manager, any investment 

manager, the Custodian, any subcustodians, including the gold 

custodian, the registrar and transfer 

agent, the Valuation Agent and the 

independent review committee; 

acquisition, transaction and handling 

costs for the 1 oz. gold coins (other than 

the redemption expenses); and storage 

fees for the 1 oz. gold coins. 

Initial Public Offering and Redemption 

of Units 

The Trust will offer at a minimum, 

1,000,000 Units in its initial public 

offering. Each Unit will represent an 

equal, undivided ownership interest in 

the net assets of the Trust attributable to 

the Units. The Trust may not issue 

additional Units following the 

completion of this offering (i) unless the 

per Unit offering price, after deducting 

underwriting fees, commissions and 

offering expenses, will not yield 

proceeds less than the NAV per Unit, as 

determined on the business day prior to 

the pricing of the units to be sold in the 

offering, or (ii) except by way of Unit 

distribution in connection with an 

income distribution. 

Unitholders may redeem their Units 

on a weekly basis, as described below. 

Redemption of Units for 1 oz. Gold 

Coins 

Subject to the terms of the amended 

and restated trust agreement, a 

unitholder may redeem Units at its 

option for 1 oz. gold coins on each 

Thursday. Unitholders who redeem 

their Units for 1 oz. gold coins are 

entitled to receive a redemption price 

equal to 100% of the aggregate NAV of 

the redeemed Units determined at 4 

p.m., Eastern time, on the Thursday on 

which NYSE Arca and/or the TSX is 

open for trading for the week in respect 

of which the redemption request is 

processed, or the weekly redemption 

date and time, less the redemption 

expenses, or the gold redemption 

amount. Such redemption requests must 

be for a minimum redemption amount 

of at least $10,000 (the ‘‘gold 

redemption minimum’’). 

A unitholder that owns a sufficient 

number of Units (a number of Units 

equal to the gold redemption minimum) 

who desires to exercise his, her or its 

redemption privileges for 1 oz. gold 

coins must do so by instructing the 

unitholder’s broker, who must be a 

direct or indirect participant of 

Depository Trust Company in the 

United States (‘‘DTC’’), or CDS Clearing 

and Depository Services, Inc. in Canada 

(‘‘CDS’’), to deliver to the registrar and 

transfer agent, on behalf of the 

unitholder a written notice (the ‘‘gold 

redemption notice’’) of the unitholder’s 

intention to redeem Units for 1 oz. gold 

coins. The Trust’s registrar and transfer 

agent must receive a gold redemption 

notice no later than 4 p.m., Eastern time, 

on the third day on which NYSE Arca 

or the TSX is open for trading prior to 

the weekly redemption date and time. 

The Trust will process any gold 

redemption notice that it receives after 

that time on the next weekly 

redemption date, following the date on 

which the unitholder gives timely 

notice. 

A common carrier will deliver the 1 

oz. gold coins to be delivered to a 

unitholder as a result of a redemption of 

Units, and the shipping provider will 

fully insure the 1 oz. gold coins during 

transit. The Trust will engage the 

shipping service provider in connection 

with a redemption. The 1 oz. gold coins 

can be delivered to any physical address 

(subject to approval by the Trust). In the 

event that a redeeming unitholder does 

not provide an acceptable physical 

address for delivery of its 1 oz. gold 

coins in its gold redemption notice, 

such unitholder may elect to either have 

up [sic] its 1 oz. gold coins delivered to 

the Manager for pickup by the 

unitholder at the office of the Manager 

or redeem its Units for cash as described 

below. If the unitholder requests that 

the 1 oz. gold coins be delivered to the 

Manager, the risk of loss transfers to the 

unitholder upon delivery to the 

Manager. Once the Trust places the 1 oz. 

gold coins representing the redeemed 

Units with the shipping service 

provider, which will fully insure the 

shipment, the Trust will have 

completed its responsibilities with 

respect to the redemption and the 

redeeming unitholder will bear the risk 

of loss of, and damage to, such 1 oz. 

gold coins and seek any redress for any 

loss or damage from the shipping 

service provider or the insurance 

provider, as the case may be. The 

shipping service provider will receive 1 

oz. gold coins in connection with a 

redemption of Units approximately 

seven business days after the 

redemption is processed by the registrar 

and transfer agent. 

Redemption of Units for Cash 

According to the Registration 

Statement, subject to the terms of the 

amended and restated trust agreement, a 

unitholder may redeem Units at its 

option for cash on a monthly basis. 

Units redeemed for cash will receive a 

redemption price equal to 95% of the 

lesser of (i) the volume-weighted 

average trading price of the Units traded 

on NYSE Arca or, if trading has been 

suspended on NYSE Arca, the trading 

price of the Units traded on the TSX, for 

the last five days on which the 

respective exchange is open for trading 

during the month in which the 

redemption request is processed by the 

registrar and transfer agent, and (ii) the 

NAV of the redeemed Units as of 4 p.m., 

Eastern time, on the last day of the 

month on which NYSE Arca is open for 

trading during the month in which the 

redemption request is processed (in 

each case, less any applicable taxes). A 

redeeming unitholder will receive cash 

redemption proceeds approximately 

three business days after the end of the 

month in which the redemption notice 

is processed. The Trust will retain the 

remaining 5% of the value of the Units. 

The Trust’s registrar and transfer 

agent must receive a redemption notice 

no later than 4 p.m., Eastern time, on 

the 15th day of the month in order for 

the Manager to process such redemption 

notice that month or, if such day is not 

a business day, then on the immediately 

following day that is a business day. 

The Manager will process any 

redemption notice to redeem Units for 

cash that it receives after such time in 

the next month. 

According to the Registration 

Statement, the Trust may suspend the 

right of unitholders to request a 

redemption of their Units or postpone 

the date of delivery or payment of the 

redemption proceeds (whether 1 oz. 

gold coins and/or cash, as the case may 

be) for any period during which the 

Trust determines that conditions exist 

which render impractical the sale of 

assets of the Trust or which impair the 

ability of the Trust or the Valuation 

Agent to determine the value of the 

assets of the Trust and the NAV or the 

redemption amount for the Units. 

Pursuant to Sections 5.7(2) and 5.7(3) of 

National Instrument 81–102, the Trust 

must apply to the Ontario Securities 

Commission, the securities regulatory 

authority for the jurisdiction in which 

the head office of the Trustee is located, 

for approval to suspend redemptions 

and must concurrently file a copy of the 

application with the securities 

regulatory authority in each of the other 

Canadian jurisdictions in which the 

Units will be offered. The Trust may 

suspend redemptions only after the 

application is approved by the Ontario 

Securities Commission and has not been 

disallowed by any of the other relevant 

Canadian jurisdictions.30


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices 17545 

British Columbia Securities Commission, Alberta 

Securities Commission, Saskatchewan Securities 

Commission, Manitoba Securities Commission, 

Autorite des marches financiers, New Brunswick 

Securities Commission, Nova Scotia Securities 

Commission, Securities Commission of 

Newfoundland and Labrador, and Prince Edward 

Island Securities Office, Office of the Attorney 

General. 

31The IIV on a per Unit basis disseminated 

during the Core Trading Session should not be 

viewed as a real-time update of the NAV, which 

will be calculated once a day. 

In the event of any such suspension, 

the Trust will issue a press release, and 

publicly file such press release with the 

Commission via the Edgar system, with 

the TSX and with the Canadian 

securities regulatory authorities on 

SEDAR, announcing the suspension and 

will advise all agents of the Trust, as 

applicable. The suspension may apply 

to all requests for redemption received 

prior to the suspension, but as for which 

payment has not been made, as well as 

to all requests received while the 

suspension is in effect. All unitholders 

making such requests will be advised of 

the suspension and that the redemption 

will be effected at a price determined on 

the first valuation date that the value of 

the net assets of the Trust per Unit is 

calculated following the termination of 

the suspension. All such unitholders 

will have, and will be advised that 

during such suspension of redemptions 

that they have, the right to withdraw 

their requests for redemption. The 

suspension will terminate in any event 

on the first business day on which the 

condition giving rise to the suspension 

has ceased to exist or when the Trust 

has determined that such condition no 

longer exists, provided that no other 

condition under which a suspension is 

authorized then exists, at which time 

the Trust will issue a press release 

announcing the termination of the 

suspension and will advise all agents of 

the Trust, as applicable. Subject to 

applicable Canadian and U.S. securities 

laws, any declaration of suspension 

made by the Trust will be conclusive. 

During any period in which the right 

of unitholders to request a redemption 

of their Units for 1 oz. gold coins and/ 

or cash is suspended, the Trust will 

direct the Trust’s Valuation Agent to 

suspend the calculation of the value of 

the net assets of the Trust and the NAV. 

During any such period of suspension, 

the Trust will not issue or redeem any 

Units. 

Termination Events 

The Trust does not have a fixed 

termination date but will dissolve and 

be subsequently terminated in the event 

that: 

• There are no Units outstanding; 

• The Trustee resigns or is removed 

and no successor trustee is appointed 

within the time limit prescribed in the 

amended and restated trust agreement; 

• The Manager resigns and no 

successor manager is appointed and 

approved by unitholders within the 

time limit prescribed in the amended 

and restated trust agreement; 

• The Manager is, in the opinion of 

the Trustee, in material default of its 

obligations under the amended and 

restated trust agreement and such 

default continues for 120 days from the 

date that the Manager receives notice of 

such default from the Trustee and no 

successor manager has been appointed 

by the unitholders; 

• The Manager has been declared 

bankrupt or insolvent or has entered 

into liquidation or winding-up, whether 

compulsory or voluntary (and not 

merely a voluntary liquidation for the 

purposes of amalgamation or 

reconstruction), and no successor 

manager has been appointed by the 

unitholders within 90 days from such 

date; 

• The Manager makes a general 

assignment for the benefit of its 

creditors or otherwise acknowledges its 

insolvency, and no successor manager 

has been appointed by the unitholders 

within 90 days of such date; or 

• The assets of the Manager have 

become subject to seizure or 

confiscation by any public 

governmental authority, and no 

successor manager has been appointed 

by the unitholders within 90 days from 

such date. 

In addition, the Trustee may at any 

time terminate and dissolve the Trust if, 

in the opinion of the Trustee, after 

consulting with the Manager and the 

independent review committee, the 

value of the net assets of the Trust has 

been reduced such that it is no longer 

economically feasible to continue the 

Trust and would be in the best interests 

of the unitholders to terminate the 

Trust, by giving each holder of Units at 

the time at least 90 days’ notice. To the 

extent such termination in the 

discretion of the Manager may involve 

a matter that would be a ‘‘conflict of 

interest matter’’ as set forth in 

applicable Canadian laws, the Manager 

will refer the matter to the independent 

review committee established by the 

Manager for its recommendation. In 

connection with the termination of the 

Trust, the Trust will, to the extent 

possible, convert its assets to cash and, 

after paying or making adequate 

provision for all of the Trust’s liabilities 

and expenses, distribute the net assets 

of the Trust to unitholders, on a pro rata 

basis, as soon as practicable after the 

termination date. 

Valuation of Gold and Definition of 

NAV 

The Valuation Agent will determine 

the value of the net assets of the Trust 

and the NAV on each business day, 

unless the Trust determines that its 

assets cannot be valued as frequently as 

a result of the occurrence of a force 

majeure event, such as a war, 

earthquake, hurricane, civil disturbance 

or terrorist act. The value of the net 

assets of the Trust as of the valuation 

time on each business day will be the 

amount obtained by deducting from the 

aggregate fair market value of the assets 

of the Trust as of such date an amount 

equal to the value of the liabilities of the 

Trust (excluding all liabilities 

represented by outstanding Units, if 

any) as of such date. The NAV will be 

determined by dividing the value of the 

net assets of the Trust on a date by the 

total number of Units then outstanding 

on such date. Registration or transfers of 

the Units may be made through the 

book-based system of CDS and/or DTC, 

each of which hold the Units on behalf 

of its participants (i.e., brokers), which 

in turn may hold the Units on behalf of 

their customers. 

Intraday Indicative Value 

The Trust Web site will provide an 

intraday indicative value (‘‘IIV’’) per 

share for the Units, as calculated by a 

third party financial data provider 

during the Exchange’s Core Trading 

Session (9:30 a.m. to 4 p.m. Eastern 

time).31 The IIV will be calculated by: 

1. Subtracting the closing spot price of 

gold for the prior business day from the 

current applicable spot price of gold 

(the ‘‘Spread’’); 

2. Multiplying the Spread by the 

aggregate number of the Trust’s 1 oz. 

gold coins for the prior business day 

(the ‘‘Adjustment’’); 

3. Dividing the Adjustment by the 

aggregate number of units of the Trust 

outstanding for the prior business day 

(the ‘‘Per Unit Adjustment’’); and 

4. Adding the Per Unit Adjustment to 

the NAV per Unit of the Trust for the 

prior business day. 

Availability of Information 

The Web site for the Trust, which the 

Trust will launch upon the closing of 

the initial public offering, will contain 

the following information, on a per Unit 

basis, for the Trust: 

(a) The midpoint of the bid-ask price 

at the close of trading in relation to the 

NAV as of the time the NAV is 


tkelley on DSK3SPTVN1PROD with NOTICES
17546 Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices 

32Currently, it is the Exchange’s understanding 

that several major market data vendors display and/ 

or make widely available IIVs published on CTA or 

other data feeds. 33See note 7, supra. 34See NYSE Arca Equities Rule 7.12. 

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. 

The Trust Web site also will provide 

the last sale price of the Units as traded 

in the U.S. market, as well as a 

breakdown of the holdings of the Trust 

by coin type. 

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 Units, as is the case for all 

equity securities traded on the 

Exchange. 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. 

The IIV relating to the Units will be 

widely disseminated by one or more 

major market data vendors at least every 

15 seconds during the Core Trading 

Session.32

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. Gold 

coin price information is widely 

available for free from many precious 

metals dealers. For example, it is free at 

www.APMEX.com with a delay of 

several minutes. Investors also can 

obtain gold coin pricing information on 

the Certified Coin Exchange Web site at 

www.certifiedcoinexchange.com. 

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 

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 

www.thebulliondesk.com. 

The Trust’s daily (or as determined by 

the Manager in accordance with the 

amended and restated trust agreement) 

NAV is posted on the Trust’s Web site 

as soon as practicable. The Exchange 

will provide on its Web site 

(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 

Units 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 Units. 

It is anticipated that a minimum of 

1,000,000 Units will be required to be 

outstanding at the start of trading. The 

minimum number of Units required to 

be outstanding is comparable to 

requirements that have been applied to 

previously listed shares of the Sprott 

Physical Gold Trust.33 The Exchange 

believes that the anticipated minimum 

number of Units outstanding at the start 

of trading is sufficient to provide 

adequate market liquidity. 

Trading Rules 

The Exchange deems the Units 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 Units 

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 Units 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. 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Units. 

Trading on the Exchange in the Units 

may be halted because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Units 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 Units will be subject 

to trading halts caused by extraordinary 

market volatility pursuant to the 

Exchange’s ‘‘circuit breaker’’ rule.34 The 

Exchange will halt trading of the Units 

on the Exchange if trading in the Units 

is halted on TSX and in the event the 

Trust directs the Trust’s Valuation 

Agent to suspend the calculation of the 

value of the net assets of the Trust and 

the NAV. 

Surveillance 

The Exchange intends to utilize its 

existing surveillance procedures 

applicable to derivative products 

(including Commodity-Based Trust 

Shares) to monitor trading in the Units. 

The Exchange represents that these 

procedures are adequate to properly 

monitor Exchange trading of the Units 

in all trading sessions and to deter and 

detect violations of Exchange rules and 

applicable federal securities laws. 

NYSE Arca Equities Rule 8.201 sets 

forth certain restrictions on ETP Holders 

acting as registered Market Makers in 

the Units to facilitate surveillance. 

Pursuant to NYSE Arca Equities Rule 

8.201(g), an ETP Holder acting as a 

registered Market Maker in the Units 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 Units 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 


tkelley on DSK3SPTVN1PROD with NOTICES
Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices 17547 

35A list of ISG members is available at 

www.isgportal.org. The Investment Industry 

Regulatory Organization of Canada is a member of 

ISG. 36 15 U.S.C. 78f(b)(5). 

options on futures, and any related 

derivative instruments (including the 

Units). 

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. 

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 Units 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, 

including the COMEX.35

The Exchange also has a general 

policy prohibiting the distribution of 

material, non-public information by its 

employees. 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading the Units. 

Specifically, the Information Bulletin 

will discuss the following: (1) The 

procedures for purchases and 

redemptions of Units; (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 

Units; (3) the requirement that ETP 

Holders deliver a prospectus to 

investors purchasing newly issued Units 

prior to or concurrently with the 

confirmation of a transaction; (4) the 

possibility that trading spreads and the 

resulting premium or discount on the 

Units 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 (5) 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 Units 

directly from the Trust will receive a 

prospectus. ETP Holders purchasing 

Units 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 basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 36 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. 

The Exchange believes that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices in that the Shares will 

be listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in NYSE Arca Equities 

Rule 8.201. The Exchange has in place 

surveillance procedures that are 

adequate to properly monitor trading in 

the Shares in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. The Exchange may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement, including COMEX. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest in that there is a 

considerable amount of gold price and 

gold market information available on 

public Web sites and through 

professional and subscription services. 

Investors may obtain on a 24-hour basis 

gold pricing information based on the 

spot price for an ounce of gold from 

various financial information service 

providers. Complete real-time data for 

gold futures and options prices traded 

on the COMEX are available by 

subscription from Reuters and 

Bloomberg. In addition, the London AM 

Fix and London PM Fix are publicly 

available at no charge at 

www.thebulliondesk.com. The Trust’s 

daily (or as determined by the Manager 

in accordance with the amended and 

restated trust agreement) NAV is posted 

on the Trust’s Web site as soon as 

practicable. The market value of each 

coin is separately recognized by 

Bloomberg as COINGEAG and 

COINGCML, respectively. Bloomberg’s 

quotations are based on information 

provided by the Certified Coin 

Exchange. The Trust’s Web site will 

provide an IIV per share for the Units, 

as calculated by a third party financial 

data provider during the Exchange’s 

Core Trading Session. The Trust’s Web 

site will also provide the Trust’s 

prospectus, as well as the two most 

recent reports to stockholders. The 

Exchange will provide on its Web site 

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 Units 

from the previous day. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of exchange-traded 

product that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

As noted above, the Exchange has in 

place surveillance procedures relating to 

trading in the Shares and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. In addition, as noted 

above, investors will have ready access 

to information regarding gold pricing 

and gold futures information. 


tkelley on DSK3SPTVN1PROD with NOTICES
17548 Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices 

37 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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 (i) 

as the Commission may designate up to 

90 days of such date 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 

such proposed rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rulecomments@sec.gov. Please include File 

Number SR–NYSEARCA–2012–18 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–2012–18. This 

file number should be included on the 

subject line if email is used. 

To help the Commission process and 

review your comments more efficiently, 

please use only one method. The 

Commission will post all comments on 

the Commission’s Internet Web site 

(http://www.sec.gov/rules/sro.shtml). 

Copies of the submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street, NE., 

Washington, DC 20549, on official 

business days between the hours of 10 

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 

available publicly. All submissions 

should refer to File Number SR– 

NYSEARCA–2012–18, and should be 

submitted on or before April 16, 2012. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.37

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2012–7134 Filed 3–23–12; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–66625; File No. SR–MSRB– 

2012–04] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing of Proposed 

Rule G–43, on Broker’s Brokers; 

Proposed Amendments to Rule G–8, 

on Books and Records, Rule G–9, on 

Record Retention, and Rule G–18, on 

Execution of Transactions; and a 

Proposed Interpretive Notice on the 

Duties of Dealers That Use the 

Services of Broker’s Brokers 

March 20, 2012. 

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

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on March 5, 2012, the Municipal 

Securities Rulemaking Board (‘‘Board’’ 

or ‘‘MSRB’’) filed with the Securities 

and Exchange Commission (‘‘SEC’’ or 

‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

prepared by the MSRB. The 

Commission is publishing this notice to 

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 MSRB is filing with the SEC a 

proposed rule change consisting of (i) 

proposed MSRB Rule G–43 governing 

the municipal securities activities of 

broker’s brokers and certain alternative 

trading systems (‘‘Proposed Rule G– 

43’’), (ii) proposed amendments to 

MSRB Rule G–8 (on recordkeeping by 

broker’s brokers and certain alternative 

trading systems), MSRB Rule G–9 (on 

record retention), and MSRB Rule G–18 

(on agency trades and trades by broker’s 

brokers) (collectively, the ‘‘Proposed 

Amendments’’); and (iii) a proposed 

interpretive notice on the duties of 

brokers, dealers, and municipal 

securities dealers (‘‘dealers’’) that use 

the services of broker’s brokers (the 

‘‘Proposed Notice’’). The MSRB requests 

that the proposed rule change be made 

effective six months after approval by 

the Commission. 

The text of the proposed rule change 

is available on the MSRB’s Web site at 

www.msrb.org/Rules-andInterpretations/SEC-Filings/2012- 

Filings.aspx, at the MSRB’s principal 

office, 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 

MSRB included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 

in Item IV below. The MSRB has 

prepared summaries, set forth in 

Sections A, B, and C below, of the most 

significant aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The MSRB decided to consider 

additional rulemaking concerning 

broker’s brokers and the dealers that use 

their services due to the important role 

that broker’s brokers play in the 

provision of secondary market liquidity 

for retail investors in municipal 


tkelley on DSK3SPTVN1PROD with NOTICES