Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 43417 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4On August 29, 2017, WCGT submitted to the 

Commission its draft registration statement, with 

respect to the Trust, on Form S–1 (‘‘Registration 

Statement’’) under the Securities Act of 1933 (‘‘1933 

Act’’). The Jumpstart Our Business Startups Act, 

enacted on April 5, 2012, added Section 6(e) to the 

1933 Act. Section 6(e) of the 1933 Act provides that 

an ‘‘emerging growth company’’ may confidentially 

submit to the Commission a draft registration 

statement for confidential, non-public review by the 

Commission staff prior to public filing, provided 

that the initial confidential submission and all 

amendments thereto shall be publicly filed not later 

than 21 days before the date on which the issuer 

conducts a road show, as such term is defined in 

1933 Act Rule 433(h)(4). An emerging growth 

company is defined in Section 2(a)(19) of the 1933 

Act as an issuer with less than $1,000,000,000 total 

annual gross revenues during its most recently 

completed fiscal year. The Trust meets the 

definition of an emerging growth company and 

consequently has submitted its Registration 

Statement on a confidential basis with the 

Commission. 

5Commodity-Based Trust Shares are securities 

issued by a trust that represents investors’ discrete 

identifiable and undivided beneficial ownership 

interest in the commodities deposited into the 

Trust. 6 15 U.S.C. 80a–1. 

7 17 U.S.C. 1. 

8WCGT is a Delaware statutory trust consisting of 

multiple series, each of which issues common units 

of beneficial interest, which represent units of 

fractional undivided beneficial interest in and 

ownership of such series. The term of WCGT and 

each series will be perpetual (unless terminated 

earlier in certain circumstances). The sole trustee of 

WCGT is Delaware Trust Company (‘‘Trustee’’). 

9Securities Exchange Act Release No. 81077 (July 

5, 2017) (SR–NYSEArca–2017–55) (order approving 

listing and trading shares of the GraniteShares Gold 

Trust under NYSE Arca Equities Rule 8.201). 

10Securities Exchange Act Release No. 71378 

(January 23, 2014), 79 FR 4786 (January 29, 2014) 

(SR–NYSEArca–2013–137). 

11Securities Exchange Act Release No. 59895 

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

NYSEArca–2009–40). 

12Securities Exchange Act Release No. 61219 

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

2009) (SR–NYSEArca–2009–95). 

13Securities Exchange Act Release No. 61220 

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

2009) (SR–NYSEArca–2009–94). 

14Securities Exchange Act Release No 66930 

(May 7, 2012), 77 FR 27817 (May 11, 2012) (SR– 

NYSEArca–2012–18). 

15Securities Exchange Act Release No. 61496 

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

(SR–NYSEArca–2009–113). 

16See Securities Exchange Act Release No. 58956 

(November 14, 2008), 73 FR 71074 (November 24, 

Continued 

The broker-dealer must keep the 

written suitability determination and 

customer agreement required by the 

Rule for at least three years. Completing 

the suitability determination and 

obtaining the customer agreement in 

writing is mandatory for broker-dealers 

who effect transactions in penny stocks 

and do not qualify for an exemption, but 

does not involve the collection of 

confidential information. 

An agency may not conduct or 

sponsor, and a person is not required to 

respond to, a collection of information 

under the PRA unless it displays a 

currently valid OMB control number. 

The public may view background 

documentation for this information 

collection at the following Web site: 

www.reginfo.gov. Comments should be 

directed to (i) Desk Officer for the 

Securities and Exchange Commission, 

Office of Information and Regulatory 

Affairs, Office of Management and 

Budget, Room 10102, New Executive 

Office Building, Washington, DC 20503 

or by sending an email to: Shagufta_

Ahmed@omb.eop.gov; and (ii) Pamela 

Dyson, Director/Chief Information 

Officer, Securities and Exchange 

Commission, c/o Remi Pavlik-Simon, 

100 F Street NE., Washington, DC 

20549, or by sending an email to: PRA_

Mailbox@sec.gov. Comments must be 

submitted to OMB within 30 days of 

this notice. 

Dated: September 12, 2017. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19677 Filed 9–14–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81568; File No. SR– 

NYSEArca–2017–98] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of The Gold Trust Under NYSE Arca 

Rule 8.201–E 

September 11, 2017. 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that, on August 

30, 2017, NYSE Arca, Inc. (the 

‘‘Exchange’’ or ‘‘NYSE Arca’’) filed with 

the Securities and Exchange 

Commission (the ‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by the self-regulatory 

organization. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

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 Gold Trust under 

NYSE Arca Rule 8.201–E. The proposed 

rule change is available on the 

Exchange’s Web site at www.nyse.com, 

at the principal office of the Exchange, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade shares (‘‘Shares’’) of The Gold 

Trust (‘‘Trust’’), a series of the World 

Currency Gold Trust (‘‘WCGT’’), under 

NYSE Arca Rule 8.201–E.4 Under NYSE 

Arca Rule 8.201–E, the Exchange may 

propose to list and/or trade pursuant to 

unlisted trading privileges (‘‘UTP’’) 

‘‘Commodity-Based Trust Shares.’’ 5

The Trust will not be registered as an 

investment company under the 

Investment Company Act of 1940, as 

amended,6 and is not required to 

register under such act. The Trust is not 

a commodity pool for purposes of the 

Commodity Exchange Act, as amended.7

The Sponsor of the Trust is WGC USA 

Asset Management Company, LLC.8

BNY Mellon Asset Servicing, a division 

of The Bank of New York Mellon 

(‘‘BNYM’’), will be the Trust’s 

administrator (‘‘Administrator’’) and 

transfer agent. BNYM will serve as the 

custodian of the Trust’s cash, if any. A 

bank will serve as the custodian 

(‘‘Custodian’’) of the Trust’s gold. 

The Commission has previously 

approved listing on the Exchange under 

NYSE Arca Equities Rules 5.2(j)(5) (now 

NYSE Arca Rule 5.2–E(j)(5)) and 8.201 

(now NYSE Arca Rule 8.201–E) of other 

precious metals and gold-based 

commodity trusts, including the 

GraniteShares Gold Trust; 9 Merk Gold 

Trust; 10 ETFS Gold Trust,11 ETFS 

Platinum Trust 12 and ETFS Palladium 

Trust (collectively, the ‘‘ETFS 

Trusts’’); 13 APMEX Physical-1 oz. Gold 

Redeemable Trust; 14 Sprott Gold 

Trust; 15 SPDR Gold Trust (formerly, 

streetTRACKS Gold Trust); iShares 

Silver Trust; 16 iShares COMEX Gold 

mstockstill on DSK30JT082PROD with NOTICES

43418 Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 

2008) (SR–NYSEArca–2008–124) (approving listing 

on the Exchange of the iShares Silver Trust)). 

17See Securities Exchange Act Release No.56224 

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

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

Exchange of the street TRACKS Gold Trust); 

Securities Exchange Act Release No. 56041 (July 11, 

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

2007–43) (order approving listing on the Exchange 

of iShares COMEX Gold Trust). 

18See Securities Exchange Act Release No. 79518 

(December 9, 2016), 81 FR 90876 (December 15, 

2016) (SR–NYSEArca–2016–84) (order approving 

listing and trading of shares of the Long Dollar Gold 

Trust). 

19See Securities Exchange Act Release No. 80840 

(June 17, 2017) (SR–NYSEArca–2017–33) (order 

approving listing and trading of shares of the Euro 

Gold Trust, Pound Gold Trust, and the Yen Gold 

Trust under NYSE Arca Equities Rule 8.201). 

20See Securities Exchange Act Release No. 50603 

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

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

street TRACKS Gold Trust on NYSE). 

21See Securities Exchange Act Release Nos. 

51058 (January 19, 2005), 70 FR 3749 (January 26, 

2005) (SR–Amex–2004–38) (order approving listing 

of iShares COMEX Gold Trust on the American 

Stock Exchange LLC); 53521 (March 20, 2006), 71 

FR 14967 (March 24, 2006) (SR–Amex–2005–72) 

(approving listing on the American Stock Exchange 

LLC of the iShares Silver Trust). 

22See 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). 

23With respect to the application of Rule 10A– 

3 (17 CFR 240.10A–3) under the Act, the Trust 

relies on the exemption contained in Rule 10A– 

3(c)(7). 

24The description of the operation of the Trust, 

the Shares and the gold market contained herein are 

based, in part, on the Registration Statement. See 

note 4, supra. 

Trust; 17 Long Dollar Gold Trust; 18 and 

Euro Gold Trust, Pound Gold Trust and 

Yen Gold Trust.19 Prior to their listing 

on the Exchange, the Commission 

approved listing of the streetTRACKS 

Gold Trust on the New York Stock 

Exchange (‘‘NYSE’’) 20 and listing of 

iShares COMEX Gold Trust and iShares 

Silver Trust on the American Stock 

Exchange LLC.21 In addition, the 

Commission has approved trading of the 

streetTRACKS Gold Trust and iShares 

Silver Trust on the Exchange pursuant 

to UTP.22

The Exchange represents that the 

Shares satisfy the requirements of NYSE 

Arca Rule 8.201–E and thereby qualify 

for listing on the Exchange.23

Operation of the Trust 24

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 expenses of the Trust’s 

operations. The Shares are designed for 

investors who want a cost-effective and 

convenient way to invest in gold. 

The Trust will not trade in gold 

futures, options or swap contracts on 

any futures exchange or over the 

counter (‘‘OTC’’). The Trust will not 

hold or trade in commodity futures 

contracts, ‘‘commodity interests,’’ or any 

other instruments regulated by the 

Commodity Exchange Act. The Trust 

will take delivery of physical gold that 

complies with the London Bullion 

Market Association (‘‘LBMA’’) gold 

delivery rules. 

Operation of the Gold 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 

continuous basis and accounts for most 

global gold trading. Market makers and 

participants in the OTC market trade 

with each other and their clients on a 

principal-to-principal basis. 

The main centers of the OTC market 

are London, New York and Zurich. 

The London Bullion Market 

According to the Registration 

Statement, although the market for 

physical gold is global, 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. 

The term ‘‘loco London’’ refers to gold 

bars physically held in London that 

meet the specifications for weight, 

dimensions, fineness (or purity), 

identifying marks (including the assay 

stamp of an LBMA acceptable refiner) 

and appearance set forth in ‘‘The Good 

Delivery Rules for Gold and Silver Bars’’ 

published by the LBMA. Gold bars 

meeting these requirements are known 

as ‘‘London Good Delivery Bars.’’ The 

unit of trade in London is the troy 

ounce. A London Good Delivery Bar is 

acceptable for delivery in settlement of 

a transaction on the OTC market. 

Typically referred to as 400-ounce bars, 

a London Good Delivery Bar must 

contain between 350 and 430 fine troy 

ounces of gold, with a minimum 

fineness (or purity) of 995 parts per 

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

and be easy to handle and stack. The 

fine gold content of a gold bar is 

calculated by multiplying the gross 

weight of the bar (expressed in units of 

0.025 troy ounces) by the fineness of the 

bar. 

The LBMA Gold Price 

According to the Registration 

Statement, the LBMA Gold Price is 

determined twice daily during London 

trading hours through an auction which 

provides reference gold prices for that 

day’s trading. The LBMA Gold Price 

was initiated on March 20, 2015 and 

replaced the London PM Gold Fix. The 

auction that determines the LBMA Gold 

Price is a physically settled, electronic 

and tradeable auction, with the ability 

to settle trades in U.S. Dollars, Euros or 

British Pounds. ICE Benchmark 

Administration (‘‘IBA’’) provides the 

auction platform and methodology as 

well as the overall administration and 

governance for the LBMA Gold Price. 

Many long-term contracts are expected 

to be priced on the basis of either the 

morning (AM) or afternoon (PM) LBMA 

Gold Price, and many market 

participants are expected to refer to one 

or the other of these prices when 

looking for a basis for valuations. 

The Financial Conduct Authority 

(FCA) in the U.K. regulates the LBMA 

Gold Price. 

Futures Exchanges 

Although the Trust will not invest in 

gold futures, information about the gold 

futures market is relevant as such 

markets contribute to, and provide 

evidence of, the liquidity of the overall 

market for gold. 

According to the Registration 

Statement, the most significant gold 

futures exchange is COMEX, part of the 

CME Group. It began to offer trading in 

gold futures contracts in 1974, and for 

most of the period since that date, it has 

been the largest exchange in the world 

for trading precious metals, futures and 

options. The Tokyo Commodity 

Exchange, or TOCOM, is another 

significant futures exchange and has 

been trading gold since 1982. Trading 

on these exchanges is based on fixed 

delivery dates and transaction sizes for 

the futures and options contracts traded. 

Both the COMEX and the TOCOM 

operate through a central clearance 

system, and in each case, the exchange 

acts as a counterparty for each member 

for clearing purposes. 

Gold futures contracts also are traded 

on the Shanghai Gold Exchange and the 

Shanghai Futures Exchange. 

mstockstill on DSK30JT082PROD with NOTICES

Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 43419 

Net Asset Value (‘‘NAV’’) 

The NAV of the Trust is the aggregate 

value of the Trust’s assets less its 

liabilities (which include estimated 

accrued but unpaid fees and expenses). 

The NAV of the Trust is calculated 

based on the price of gold per ounce 

applied against the number of ounces of 

gold owned by the Trust. For purposes 

of calculating NAV, the number of 

ounces of gold owned by the Trust 

reflects the amount of gold delivered 

into (or out of) the Trust on a daily basis 

by Authorized Participants creating and 

redeeming Shares. In determining the 

NAV of the Trust, the Administrator 

generally will value the Gold Bullion 

held by the Trust on the basis of the 

LBMA Gold Price PM. If no LBMA Gold 

Price PM is made on a particular day or 

if the LBMA Gold Price PM has not been 

announced by 12:00 p.m. New York 

time on a particular day, the next most 

recent LBMA Gold Price PM is used in 

the determination of the NAV of the 

Trust, unless the Sponsor determines 

that such price is inappropriate to use 

as the basis for such determination. If 

the Sponsor determines that such price 

is inappropriate to use, it shall identify 

an alternate basis for evaluation of the 

Gold Bullion held by the Trust. In such 

case, the Sponsor would, for example, 

look to the current trading price of gold 

from other reported sources, such as 

dealer quotes, broker quotes or 

electronic trading data, to value the 

Trust’s Shares. 

The Administrator will also 

determine the NAV per Share, which 

equals the NAV of the Trust, divided by 

the number of outstanding Shares. 

Creation and Redemption of Shares 

According to the Registration 

Statement, the Trust will create and 

redeem Shares from time to time, but 

only in one or more Creation Units of 

a specified whole number of Shares of 

no less than 10,000. The creation and 

redemption of Creation Units is only 

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 Creation Units being 

created or redeemed, the amount of 

which is based on the combined NAV 

of the number of Shares included in the 

Creation Units being created or 

redeemed determined on the day the 

order to create or redeem Creation Units 

is properly received. 

Authorized Participants are the only 

persons that may place orders to create 

and redeem Creation Units. To become 

an Authorized Participant, a person 

must enter into a ‘‘Participant 

Agreement’’ with the Sponsor and the 

Administrator. 

Prior to initiating any creation or 

redemption order, an Authorized 

Participant must have entered into an 

agreement with a gold custodian to 

establish an ‘‘Authorized Participant 

Unallocated Account’’ in London, or a 

Participant Unallocated Bullion 

Account Agreement. An unallocated 

account is an account with a bullion 

dealer, which may also be a bank, to 

which a fine weight amount of gold is 

credited. Transfers to or from an 

unallocated account are made by 

crediting or debiting the number of 

ounces of gold being deposited or 

withdrawn. The account holder is 

entitled to direct the bullion dealer to 

deliver an amount of physical gold 

equal to the amount of gold standing to 

the credit of the account holder. Gold 

held in an unallocated account is not 

segregated from the custodian’s assets. 

The account holder therefore has no 

ownership interest in any specific bars 

of gold that the bullion dealer holds or 

owns. 

Authorized Participants must be (1) a 

DTC Participant; (2) registered as a 

broker-dealer under the Exchange Act 

and regulated by Financial Industry 

Regulatory Authority (‘‘FINRA’’), or 

some other self-regulatory organization 

or will be exempt from being or 

otherwise not be required to be so 

regulated or registered; and (3) qualified 

to act as a broker or dealer in the states 

or other jurisdictions where the nature 

of its business so requires. 

All gold bullion must be delivered to 

the Trust and distributed by the Trust in 

unallocated form through credits and 

debits between Authorized Participant 

Unallocated Accounts and the Trust 

Unallocated Account. 

All gold bullion must be of at least a 

minimum fineness (or purity) of 995 

parts per 1,000 (99.5%) and otherwise 

conform to the rules, regulations 

practices and customs of the LBMA, 

including the specifications for a 

London Good Delivery Bar. Under the 

Participant Agreement, the Sponsor has 

agreed to indemnify the Authorized 

Participants against certain liabilities, 

including liabilities under the Securities 

Act, and to contribute to the payments 

the Authorized Participants may be 

required to make in respect of those 

liabilities. 

Creation Procedures 

On any business day, an Authorized 

Participant may place an order with the 

Administrator to create one or more 

Baskets. Purchase orders must be placed 

by 4:00 p.m. or the close of regular 

trading on NYSE Arca, whichever is 

earlier. The day on which the 

Administrator 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, or a combination of 

gold and cash, as described below. Prior 

to the delivery of Baskets for a purchase 

order, the Authorized Participant must 

also have wired to the Administrator the 

non-refundable transaction fee due for 

the purchase order. 

Determination of Required Deposits 

The total deposit required to create 

each Basket, or a Creation Basket 

Deposit, is an amount of gold and cash, 

if any, that is in the same proportion to 

the total assets of the Trust (net of 

estimated accrued expenses and other 

liabilities) on the date the order to 

purchase is properly received as the 

number of Shares to be created under 

the purchase order is in proportion to 

the total number of Shares outstanding 

on the date the order is received. 

Redemption Procedures 

The procedures by which an 

Authorized Participant can redeem one 

or more Baskets 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 by 

4:00 p.m. or the close of the Core 

Trading Session on NYSE Arca, 

whichever is earlier. A redemption 

order so received is effective on the date 

it is received in satisfactory form by the 

Trustee. 

Determination of Redemption 

Distribution 

The redemption distribution from the 

Trust consists 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 plus, or minus, 

the cash redemption amount. The cash 

redemption amount is equal to the value 

of all assets of the Trust other than gold 

less all estimated accrued expenses and 

other liabilities, divided by the number 

of Baskets outstanding and multiplied 

by the number of Baskets included in 

the Authorized Participant’s redemption 

order. The Sponsor anticipates that in 

the ordinary course of the Trust’s 

operations there will be no cash 

distributions made to Authorized 

Participants upon redemptions. 

Secondary Market Trading 

While the Trust seeks to reflect 

generally the performance of the price of 

mstockstill on DSK30JT082PROD with NOTICES

43420 Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 

25The 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 

calcuated once a day. 

26The bid-ask price of the Shares will be 

determined using the highest bid and lowest offer 

on the Consolidated Tape as of the time of 

calculation of the closing day NAV. 

gold less the Trust’s expenses and 

liabilities, Shares may trade at, above or 

below their NAV. The NAV of Shares 

will fluctuate with changes in the 

market value of the Trust’s assets. The 

trading prices of Shares will fluctuate in 

accordance with changes in their NAV 

as well as market supply and demand. 

The amount of the discount or premium 

in the trading price relative to the NAV 

may be influenced by non-concurrent 

trading hours between the major gold 

markets and the Exchange. While the 

Shares trade on the Exchange until 4:00 

p.m. E.T., liquidity in the market for 

gold may be reduced after the close of 

major world gold markets, including 

London, Zurich and the COMEX. As a 

result, during this time, trading spreads, 

and the resulting premium or discount, 

on Shares may widen. 

Availability of Information Regarding 

Gold 

Currently, the Consolidated Tape Plan 

does not provide for dissemination of 

the spot price of a commodity such as 

gold over the Consolidated Tape. 

However, there will be disseminated 

over the Consolidated Tape the last sale 

price for the Shares, as is the case for 

all equity securities traded on the 

Exchange (including exchange-traded 

funds). In addition, there is a 

considerable amount of information 

about gold and gold markets available 

on public Web sites and through 

professional and subscription services. 

Investors may obtain gold pricing 

information on a 24-hour basis based on 

the spot price for an ounce of Gold from 

various financial information service 

providers, such as Reuters and 

Bloomberg. 

Reuters and Bloomberg, for example, 

provide at no charge on their Web sites 

delayed information regarding the spot 

price of Gold and last sale prices of Gold 

futures, as well as information about 

news and developments in the gold 

market. Reuters and Bloomberg also 

offer a professional service to 

subscribers for a fee that provides 

information on Gold prices directly 

from market participants. Complete realtime data for Gold futures and options 

prices traded on the COMEX are 

available by subscription from Reuters 

and Bloomberg. There are a variety of 

other public Web sites providing 

information on gold, ranging from those 

specializing in precious metals to sites 

maintained by major newspapers. In 

addition, the LBMA Gold Price is 

publicly available at no charge at 

www.lbma.org.uk. 

Availability of Information 

The intraday indicative value (‘‘IIV’’) 

per Share for the Shares will be 

disseminated by one or more major 

market data vendors. The IIV will be 

calculated based on the amount of gold 

held by the Trust and a price of gold 

derived from updated bids and offers 

indicative of the spot price of gold.25

The Trust will create a Web site that 

will contain the following information, 

on a per Share basis, for the Trust: (a) 

The mid-point of the bid-ask price 26 at 

the close of trading (‘‘Bid/Ask Price’’), 

and a calculation of the premium or 

discount of such price against such 

NAV; and (b) data in chart format 

displaying the frequency distribution of 

discounts and premiums of the Bid/Ask 

Price against the NAV, within 

appropriate ranges, for each of the four 

previous calendar quarters. The Web 

site for the Trust will also provide the 

Trust’s prospectus. Finally, the Trust’s 

Web site will provide the last sale price 

of the Shares as traded in the U.S. 

market. In addition, information 

regarding market price and trading 

volume of the Shares will be continually 

available on a real-time basis throughout 

the day on brokers’ computer screens 

and other electronic services. 

Information regarding the previous 

day’s closing price and trading volume 

information for the Shares will be 

published daily in the financial section 

of newspapers. 

Criteria for Initial and Continued Listing 

The Trust will be subject to the 

criteria in NYSE Arca Rule 8.201–E(e) 

for initial and continued listing of the 

Shares. 

A minimum of 20,000 Shares will be 

required to be outstanding at the start of 

trading. The Exchange believes that the 

anticipated minimum number of Shares 

outstanding at the start of trading is 

sufficient to provide adequate market 

liquidity. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Trust subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Trading in the Shares 

on the Exchange will occur in 

accordance with NYSE Arca Rule 7.34– 

E(a). The Exchange has appropriate 

rules to facilitate transactions in the 

Shares during all trading sessions. As 

provided in NYSE Arca Rule 7.6–E, 

Commentary .03, the minimum price 

variation (‘‘MPV’’) for quoting and entry 

of orders in equity securities traded on 

NYSE Arca is $0.01, with the exception 

of securities that are priced less than 

$1.00 for which the MPV for order entry 

is $0.0001. 

Further, NYSE Arca Rule 8.201–E sets 

forth certain restrictions on ETP Holders 

acting as registered Market Makers in 

the Shares to facilitate surveillance. 

Under NYSE Arca Rule 8.201–E(g), an 

ETP Holder acting as a registered Market 

Maker in the Shares is required to 

provide the Exchange with information 

relating to its trading in the underlying 

gold, related futures or options on 

futures, or any other related derivatives. 

Commentary .04 of NYSE Arca Rule 

6.3–E requires an ETP Holder acting as 

a registered Market Maker, and its 

affiliates, in the Shares to establish, 

maintain and enforce written policies 

and procedures reasonably designed to 

prevent the misuse of any material 

nonpublic information with respect to 

such products, any components of the 

related products, any physical asset or 

commodity underlying the product, 

applicable currencies, underlying 

indexes, related futures or options on 

futures, and any related derivative 

instruments (including the Shares). 

As a general matter, the Exchange has 

regulatory jurisdiction over its ETP 

Holders and their associated persons, 

which include any person or entity 

controlling an ETP Holder. A subsidiary 

or affiliate of an ETP Holder that does 

business only in commodities or futures 

contracts would not be subject to 

Exchange jurisdiction, but the Exchange 

could obtain information regarding the 

activities of such subsidiary or affiliate 

through surveillance sharing agreements 

with regulatory organizations of which 

such subsidiary or affiliate is a member. 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares. 

Trading on the Exchange in the Shares 

may be halted because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Shares inadvisable. These may 

include: (1) The extent to which 

conditions in the underlying gold 

market have caused disruptions and/or 

lack of trading, or (2) whether other 

unusual conditions or circumstances 

detrimental to the maintenance of a fair 

and orderly market are present. In 

addition, trading in Shares will be 

subject to trading halts caused by 

extraordinary market volatility pursuant 

to the Exchange’s ‘‘circuit breaker’’ 

mstockstill on DSK30JT082PROD with NOTICES

Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 43421 

27See NYSE Arca Rule 7.12–E. 

28FINRA conducts cross-market surveillances on 

behalf of the Exchange pursuant to a regulatory 

services agreement. The Exchange is responsible for 

FINRA’s performance under this regulatory services 

agreement. 

29For a list of the current members of ISG, see 

www.isgportal.org. 30 15 U.S.C. 78f(b)(5). 

rule.27 The Exchange will halt trading in 

the Shares if the NAV of the Trust is not 

calculated or disseminated daily. The 

Exchange may halt trading during the 

day in which an interruption occurs to 

the dissemination of the IIV, as 

described above. If the interruption to 

the dissemination of the IIV persists 

past the trading day in which it occurs, 

the Exchange will halt trading no later 

than the beginning of the trading day 

following the interruption. 

Surveillance 

The Exchange represents that trading 

in the Shares will be subject to the 

existing trading surveillances 

administered by the Exchange, as well 

as cross-market surveillances 

administered by FINRA on behalf of the 

Exchange, which are designed to detect 

violations of Exchange rules and 

applicable federal securities laws.28 The 

Exchange represents that these 

procedures are adequate to properly 

monitor Exchange trading of the Shares 

in all trading sessions and to deter and 

detect violations of Exchange rules and 

federal securities laws applicable to 

trading on the Exchange. 

The surveillances referred to above 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

When such situations are detected, 

surveillance analysis follows and 

investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

The Exchange or FINRA, on behalf of 

the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares with other markets 

and other entities that are members of 

the ISG, and the Exchange or FINRA, on 

behalf of the Exchange, or both, may 

obtain trading information regarding 

trading in the Shares from such markets 

and other entities. In addition, the 

Exchange may obtain information 

regarding trading in the Shares from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement.29

Also, pursuant to NYSE Arca Rule 

8.201–E(g), the Exchange is able to 

obtain information regarding trading in 

the Shares and the underlying gold, gold 

futures contracts, options on gold 

futures, or any other gold derivative, 

through ETP Holders acting as 

registered Market Makers, in connection 

with such ETP Holders’ proprietary or 

customer trades through ETP Holders 

which they effect on any relevant 

market. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

All statements and representations 

made in this filing regarding (a) the 

description of the portfolio, (b) 

limitations on portfolio holdings or 

reference assets, or (c) the applicability 

of Exchange listing rules specified in 

this rule filing shall constitute 

continued listing requirements for 

listing the Shares of the Trust on the 

Exchange. 

The issuer has represented to the 

Exchange that it will advise the 

Exchange of any failure by the Trust to 

comply with the continued listing 

requirements, and, pursuant to its 

obligations under Section 19(g)(1) of the 

Act, the Exchange will monitor for 

compliance with the continued listing 

requirements. If the Trust is not in 

compliance with the applicable listing 

requirements, the Exchange will 

commence delisting procedures under 

NYSE Arca Rule 5.5(m). 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Bulletin 

will discuss the following: (1) The 

procedures for purchases and 

redemptions of Shares in Creation Units 

(including noting that Shares are not 

individually redeemable); (2) NYSE 

Arca Rule 9.2–E(a), which imposes a 

duty of due diligence on its ETP Holders 

to learn the essential facts relating to 

every customer prior to trading the 

Shares; (3) how information regarding 

the IIV is disseminated; (4) the 

requirement that ETP Holders deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction; (5) the possibility that 

trading spreads and the resulting 

premium or discount on the Shares may 

widen as a result of reduced liquidity of 

gold trading during the Core and Late 

Trading Sessions after the close of the 

major world gold markets; and (6) 

trading information. For example, the 

Information Bulletin will advise ETP 

Holders, prior to the commencement of 

trading, of the prospectus delivery 

requirements applicable to the Trust. 

The Exchange notes that investors 

purchasing Shares directly from the 

Trust (by delivery of the Creation Unit 

Deposit) will receive a prospectus. ETP 

Holders purchasing Shares from the 

Trust for resale to investors will deliver 

a prospectus to such investors. 

In addition, the Information Bulletin 

will reference that the Trust is subject 

to various fees and expenses as will be 

described in the Registration Statement. 

The Information Bulletin will also 

reference the fact that there is no 

regulated source of last sale information 

regarding physical gold, that the 

Commission has no jurisdiction over the 

trading of gold as a physical commodity, 

and that the CFTC has regulatory 

jurisdiction over the trading of gold 

futures contracts and options on gold 

futures contracts. 

The Information Bulletin will also 

discuss any relief, if granted, by the 

Commission or the staff from any rules 

under the Act. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 30 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 Rule 

8.201–E. The Exchange has in place 

surveillance procedures that are 

adequate to properly monitor trading in 

the Shares in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. The Exchange may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest in that there is a 

considerable amount of gold price and 

gold market information available on 

public Web sites and through 

professional and subscription services. 

Investors may obtain on a 24-hour basis 

mstockstill on DSK30JT082PROD with NOTICES

43422 Federal Register / Vol. 82, No. 178 / Friday, September 15, 2017 / Notices 

31 17 CFR 200.30–3(a)(12). 

gold pricing information based on the 

spot price for an ounce of gold from 

various financial information service 

providers. Investors may obtain gold 

pricing information based on the spot 

price for an ounce of gold from various 

financial information service providers. 

Current spot prices also are generally 

available with bid/ask spreads from gold 

bullion dealers. In addition, the Trust’s 

Web site will provide pricing 

information for gold spot prices and the 

Shares. Market prices for the Shares will 

be available from a variety of sources 

including brokerage firms, information 

Web sites and other information service 

providers. The NAV of the Trust will be 

published by the Sponsor on each day 

that the NYSE Arca is open for regular 

trading and will be posted on the Trust’s 

Web site. The IIV relating to the Shares 

will be widely disseminated by one or 

more major market data vendors at least 

every 15 seconds during the Core 

Trading Session. In addition, the LBMA 

Gold Price is publicly available at no 

charge at www.lbma.org.uk. The Trust’s 

Web site will also provide the Trust’s 

prospectus, as well as the two most 

recent reports to stockholders. In 

addition, information regarding market 

price and trading volume of the Shares 

will be continually available on a realtime basis throughout the day on 

brokers’ computer screens and other 

electronic services. Information 

regarding the previous day’s closing 

price and trading volume information 

for the Shares will be published daily in 

the financial section of newspapers. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of exchange-traded 

product that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

As noted above, the Exchange has in 

place surveillance procedures relating to 

trading in the Shares and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. In addition, as noted 

above, investors will have ready access 

to information regarding gold pricing. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes the proposed rule 

change will enhance competition by 

accommodating Exchange trading of an 

additional exchange-traded product 

relating to physical gold. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

the proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2017–98 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2017–98. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE., 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of 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–2017–98, and should be 

submitted on or before October 6, 2017. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.31

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–19585 Filed 9–14–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–422, OMB Control No. 

3235–0471] 

Proposed Collection; Comment 

Request 

Upon Written Request, Copies Available 

From: U.S. Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736. 

Extension: 

Rule 15c1–5 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the 

Securities and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the existing collection of information 

provided for in Rule 15c1–5 (17 CFR 

240.15c1–5) under the Securities 

Exchange Act of 1934 (15 U.S.C. 78a et 

seq.). The Commission plans to submit 

this existing collection of information to 

the Office of Management and Budget 

(‘‘OMB’’) for extension and approval. 

Rule 15c1–5 states that any brokerdealer controlled by, controlling, or 

under common control with the issuer 

of a security that the broker-dealer is 

trying to sell to or buy from a customer 

must give the customer written 

notification disclosing the control 

mstockstill on DSK30JT082PROD with NOTICES