49884 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 81568 

(Sep. 11, 2017), 82 FR 43417. 

4Amendment No. 1 to the proposed rule change 

replaces and supersedes the original filing in its 

entirety. In Amendment No. 1, the Exchange: (1) 

Provided additional information regarding the 

futures exchanges that trade in gold futures 

contracts and which of those exchanges are 

members of the Intermarket Surveillance Group 

(‘‘ISG’’); (2) stated that the net asset value (‘‘NAV’’) 

of the Trust will be published by the Sponsor (as 

defined herein) by 5:30 p.m., Eastern time on each 

day that the NYSE Arca is open for regular trading 

and will be posted on the Trust’s Web site; (3) 

clarified that the intraday indicative value (‘‘IIV’’) 

per Share for the Shares will be widely 

disseminated by one or more major market data 

vendors at least every 15 seconds during the 

Exchange’s Core Trading Session (as defined in the 

Exchange’s rules; and (4) stated that the Web site 

for the Trust will provide the two most recent 

reports to stockholders. Amendment No. 1 also 

made non-substantive, technical amendments. 

Amendment No. 1 is available at: https://

www.sec.gov/comments/sr-nysearca-2017-98/ 

nysearca201798-2614707-161129.pdf. Amendment 

No. 1 is not subject to notice and comment because 

it is a technical amendment that does not materially 

alter the substance of the proposed rule change or 

raise any novel regulatory issues. 

5A more detailed description of the Trust and the 

Shares, as well as investment risks, creation and 

redemption procedures, NAV calculation, 

availability of information and fees, among other 

things, is included in the Registration Statement, 

infra note 7, and in Amendment No. 1, supra note 

4. 

6According to the Exchange, WCGT 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). 

7On August 29, 2017, WCGT submitted to the 

Commission its draft registration statement on Form 

S–1 with respect to the Trust (‘‘Registration 

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

Act’’). 

8A ‘‘Commodity-Based Trust Share’’ is a security 

(a) that is issued by a trust that holds a specified 

commodity deposited with the trust; (b) that is 

issued by such trust in a specified aggregate 

minimum number in return for a deposit of a 

quantity of the underlying commodity; and (c) that, 

when aggregated in the same specified minimum 

number, may be redeemed at a holder’s request by 

such trust which will deliver to the redeeming 

holder the quantity of the underlying commodity. 

See NYSE Arca Rule 8.201–E(c)(1). 

9 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

10 15 U.S.C. 78k–1(a)(1)(C)(iii). 

11The Exchange states that 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 

of any person concerned; (b) the 

proposed transaction is consistent with 

the policies of each registered 

investment company involved; and (c) 

the proposed transaction is consistent 

with the general purposes of the Act. 

Rule 17d–1(b) under the Act provides 

that in passing upon an application filed 

under the rule, the Commission will 

consider whether the participation of 

the registered investment company in a 

joint enterprise, joint arrangement or 

profit sharing plan on the basis 

proposed is consistent with the 

provisions, policies and purposes of the 

Act and the extent to which such 

participation is on a basis different from 

or less advantageous than that of the 

other participants. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–23369 Filed 10–26–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81918; File No. SR– 

NYSEArca–2017–98] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Approving a 

Proposed Rule Change, as Modified by 

Amendment No. 1 Thereto, To List and 

Trade Shares of The Gold Trust Under 

NYSE Arca Rule 8.201–E 

October 23, 2017. 

I. Introduction 

On August 30, 2017, NYSE Arca, Inc. 

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

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to list and trade shares of The 

Gold Trust under NYSE Arca Rule 

8.201–E. The proposed rule change was 

published for comment in the Federal 

Register on September 15, 2017.3 On 

September 28, 2017, the Exchange filed 

Amendment No. 1 to the proposed rule 

change.4 The Commission has not 

received any comments on the proposed 

rule change. This order approves the 

proposed rule change, as modified by 

Amendment No. 1. 

II. The Description of the Proposed 

Rule Change, as Modified by 

Amendment No. 1 5

The Exchange proposes to list and 

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

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

Currency Gold Trust (‘‘WCGT’’),6 under 

NYSE Arca Rule 8.201–E.7 NYSE Arca 

Rule 8.201–E governs the listing and 

trading, or trading pursuant to unlisted 

trading privileges, of Commodity-Based 

Trust Shares on the Exchange.8

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 Trust will not trade in 

gold futures, options, or swap contracts 

on any futures exchange or over the 

counter. 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. According to the 

Exchange, the Shares, which are 

Commodity Based Trust Shares, will 

represent investors’ discrete identifiable 

and undivided beneficial ownership 

interest in the commodities deposited 

into the Trust. 

The sponsor of the Trust is WGC USA 

Asset Management Company, LLC 

(‘‘Sponsor’’). The sole trustee of WCGT 

is Delaware Trust Company. BNY 

Mellon Asset Servicing, a division of 

The Bank of New York Mellon 

(‘‘BNYM’’), will be the Trust’s 

administrator and transfer agent. BNYM 

will serve as the custodian of the Trust’s 

cash, if any. A bank will serve as the 

custodian of the Trust’s gold. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the Exchange’s proposed rule 

change, as modified by Amendment No. 

1, to list and trade the Shares is 

consistent with the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.9 In 

particular, the Commission finds that 

the proposal, as modified by 

Amendment No. 1, is consistent with 

Section 11A(a)(1)(C)(iii) of the Act,10

which sets forth Congress’ finding that 

it is in the public interest and 

appropriate for the protection of 

investors and the maintenance of fair 

and orderly markets to assure the 

availability to brokers, dealers, and 

investors of information with respect to 

quotations for and transactions in 

securities. The last-sale price for the 

Shares will be disseminated over the 

Consolidated Tape. According to the 

Exchange, 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.11


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Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 49885 

subscribers for a fee that provides information on 

gold prices directly from market participants. 

Complete real-time data for gold futures and 

options prices traded on the COMEX are available 

by subscription from Reuters and Bloomberg. There 

are a variety of other public 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. See Amendment No. 1, supra 

note 4. 

12 15 U.S.C. 78f(b)(5). 

13See Amendment No. 1, supra note 4. 

14See id. 

15See https://www.theice.com/futures-us/ 

regulation (‘‘ICE Futures U.S. is a Designated 

Contract Market pursuant to the Commodity 

Exchange Act and regulated by the CFTC.’’); http:// 

www.cmegroup.com/market-regulation/ 

rulebook.html (COMEX is regulated by the CFTC). 

16See Amendment No. 1, supra note 4. 

17See id. 

18See id. 

19See NYSE Arca Rule 7.12–E. 

20See Amendment No. 1, supra note 4. 

21See id. 

22Commentary .04 of NYSE Arca Rule 6.3–E 

requires that an Equity Trading Permit Holder 

(‘‘ETP Holder’’) acting as a registered market maker 

in the Shares, and its affiliates, 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. See 

Amendment No. 1, supra note 4. 

23See id. 

24See id. 

25See id. The Commission notes that, as a result, 

trading of the Shares will be subject to the 

Exchange’s existing rules governing the trading of 

equity securities. 

26See id. 

27See id. FINRA conducts cross-market 

surveillances on behalf of the Exchange pursuant to 

a regulatory services agreement. The Exchange is 

Continued 

Additionally, the Commission finds 

that the proposed rule change, as 

modified by Amendment No. 1, is 

consistent with Section 6(b)(5) of the 

Exchange Act,12 which requires, among 

other things, that the Exchange’s rules 

be designed to prevent fraudulent and 

manipulative acts and practices, 

promote just and equitable principles of 

trade, to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system, and, in general, to protect 

investors and the public interest. The 

Commission notes that the Exchange 

has surveillance-sharing agreements 

with significant, regulated markets for 

trading futures on gold. Specifically, 

according to the Exchange, (1) the most 

significant gold futures exchange is 

COMEX, a subsidiary of New York 

Mercantile Exchange, Inc., and a 

subsidiary of the Chicago Mercantile 

Exchange Group (‘‘CME Group’’), and 

ICE Futures US (‘‘ICE’’) also lists gold 

futures; 13 and (2) the CME Group and 

ICE are members of the ISG,14 which 

will allow NYSE Arca to obtain 

surveillance information from COMEX 

and ICE. Both COMEX and ICE are 

regulated by the U.S. Commodity 

Futures Trading Commission 

(‘‘CFTC’’).15

The Commission believes that the 

proposed rule change, as modified by 

Amendment No. 1, is reasonably 

designed to promote fair disclosure of 

information that may be necessary to 

price the Shares appropriately. NYSE 

Arca Rule 8.201–E(e)(2)(v) requires that 

an IIV (which is referred to in the rule 

as the ‘‘Indicative Trust Value’’) be 

calculated and disseminated at least 

every 15 seconds. 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. The 

Exchange states that 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.16 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.17 The 

Trust also will publish the following 

information on its Web site: (1) The 

mid-point of the bid-ask price at the 

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

a calculation of the premium or 

discount of such price against the NAV; 

(2) 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; (3) the Trust’s prospectus, as 

well as the two most recent reports to 

stockholders; and (4) the last-sale price 

of the Shares as traded in the U.S. 

market.18 In addition, information 

regarding market price and trading 

volume of the Shares will be continually 

available on a real-time basis throughout 

the day on brokers’ computer screens 

and other electronic services. 

Information regarding the previous 

day’s closing price and trading volume 

information for the Shares will be 

published daily in the financial section 

of newspapers. 

The Commission also believes that the 

proposal, as modified by Amendment 

No. 1, is reasonably designed to prevent 

trading when a reasonable degree of 

transparency cannot be assured. With 

respect to trading halts, the Exchange 

may consider all relevant factors in 

exercising its discretion to halt or 

suspend trading in the Shares. Trading 

on the Exchange in the Shares may be 

halted because of market conditions or 

for reasons that, in the view of the 

Exchange, make trading in the Shares 

inadvisable. These may include: (1) The 

extent to which conditions in the 

underlying gold market have caused 

disruptions and/or lack of trading, or (2) 

whether other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. In addition, trading 

in Shares will be subject to trading halts 

caused by extraordinary market 

volatility pursuant to the Exchange’s 

‘‘circuit breaker’’ rule.19 The Exchange 

will halt trading in the Shares if the 

NAV of the Trust is not calculated or 

disseminated daily.20 The Exchange 

may halt trading during the day in 

which an interruption occurs to the 

dissemination of the IIV; 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.21

Additionally, the Commission notes 

that market makers in the Shares would 

be subject to the requirements of NYSE 

Arca Rule 8.201–E(g), which allow the 

Exchange to ensure that they do not use 

their positions to violate the 

requirements of Exchange rules or 

applicable federal securities laws.22

In support of this proposal, the 

Exchange has made the following 

additional representations: 

(1) 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.23

(2) The Exchange has appropriate 

rules to facilitate transactions in the 

Shares during all trading sessions.24

(3) The Exchange deems the Shares to 

be equity securities.25

(4) The Exchange has a general policy 

prohibiting the distribution of material, 

non-public information by its 

employees.26

(5) Trading in the Shares will be 

subject to the existing trading 

surveillances administered by the 

Exchange, as well as cross-market 

surveillances administered by the 

Financial Industry Regulatory Authority 

(‘‘FINRA’’) on behalf of the Exchange, 

which are designed to detect violations 

of Exchange rules and applicable federal 

securities laws, and 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.27


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49886 Federal Register / Vol. 82, No. 207 / Friday, October 27, 2017 / Notices 

responsible for FINRA’s performance under this 

regulatory services agreement. See id. 

28See id. 

29See id. 

30See id. 

31See id. 

32 15 U.S.C. 78f(b)(5). 

33 15 U.S.C. 78s(b)(2). 

34 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 7217(b). 

2 15 U.S.C. 78s(b). 

3The Board originally issued a concept release on 

these matters in 2011. See Concept Release on 

Possible Revisions to PCAOB Standards Related to 

Reports on Audited Financial Statements and 

Related Amendments to PCAOB Standards, PCAOB 

Release No. 2011–003 (June 21, 2011) (‘‘PCAOB 

Concept Release’’), available at https://pcaobus.org/ 

Rulemaking/Docket034/Concept_Release.pdf. In 

2013, the Board issued a proposed rule. See 

Proposed Auditing Standards—The Auditor’s 

Report on an Audit of Financial Statements When 

the Auditor Expresses an Unqualified Opinion; The 

Auditor’s Responsibilities Regarding Other 

Information in Certain Documents Containing 

Audited Financial Statements and the Related 

Auditor’s Report; and Related Amendments to 

PCAOB Standards, PCAOB Release No. 2013–005 

(August 13, 2013) (‘‘PCAOB Proposal’’), available at 

https://pcaobus.org/Rulemaking/Docket034/ 

Release_2013-005_ARM.pdf. The Board issued a reproposal in 2016. See Proposed Auditing 

Standard—The Auditor’s Report on an Audit of 

Financial Statements When the Auditor Expresses 

an Unqualified Opinion and Related Amendments 

to PCAOB Standards, PCAOB Release No. 2016–003 

(May 11, 2016) (‘‘PCAOB Re-proposal’’), available 

at https://pcaobus.org/Rulemaking/Docket034/ 

Release-2016-003-ARM.pdf. 

4See Release No. 34–81187 (July 21, 2017), 82 FR 

35396 (July 28, 2017) available at https://

www.sec.gov/rules/pcaob/2017/34-81187.pdf. 

5See id. 

6Copies of the comment letters received on the 

Commission order noticing the Proposed Rules are 

available on the Commission’s Web site at https:// 

www.sec.gov/comments/pcaob-2017-01/ 

pcaob201701.htm. 

(6) 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.28

(7) 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.29

(8) All statements and representations 

made in this filing regarding (a) the 

description of the portfolio or reference 

assets, (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.30

(9) 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).31

This approval order is based on all of 

the Exchange’s representations— 

including those set forth above and in 

Amendment No. 1—and the Exchange’s 

description of the Trust. 

For the foregoing reasons, the 

Commission finds that the proposed 

rule change, as modified by Amendment 

No. 1, is consistent with Section 6(b)(5) 

of the Act 32 and the rules and 

regulations thereunder applicable to a 

national securities exchange. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Exchange Act,33

that the proposed rule change (SR– 

NYSEArca–2017–98), as modified by 

Amendment No. 1 be, and it hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.34

Eduardo A. Aleman, 

Assistant Secretary. 

[FR Doc. 2017–23371 Filed 10–26–17; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–81916; File No. PCAOB– 

2017–01] 

Public Company Accounting Oversight 

Board; Order Granting Approval of 

Proposed Rules on the Auditor’s 

Report on an Audit of Financial 

Statements When the Auditor 

Expresses an Unqualified Opinion, and 

Departures From Unqualified Opinions 

and Other Reporting Circumstances, 

and Related Amendments to Auditing 

Standards 

October 23, 2017. 

I. Introduction 

On July 19, 2017, the Public Company 

Accounting Oversight Board (the 

‘‘Board’’ or the ‘‘PCAOB’’) filed with the 

Securities and Exchange Commission 

(the ‘‘Commission’’), pursuant to 

Section 107(b) 1 of the Sarbanes-Oxley 

Act of 2002 (the ‘‘Sarbanes-Oxley Act’’) 

and Section 19(b) 2 of the Securities 

Exchange Act of 1934 (the ‘‘Exchange 

Act’’), a proposal to adopt AS 3101, The 

Auditor’s Report on an Audit of 

Financial Statements When the Auditor 

Expresses an Unqualified Opinion and 

related amendments to other auditing 

standards (collectively, the ‘‘Proposed 

Rules’’).3 The Proposed Rules were 

published for comment in the Federal 

Register on July 28, 2017.4 At the time 

the notice was issued, the Commission 

extended to October 26, 2017 the date 

by which the Commission should take 

action on the Proposed Rules.5 The 

Commission received approximately 50 

comment letters in response to the 

notice.6 This order approves the 

Proposed Rules, which we find to be 

consistent with the requirements of the 

Sarbanes-Oxley Act and the securities 

laws and necessary or appropriate in the 

public interest or for the protection of 

investors. 

II. Description of the Proposed Rules 

On June 1, 2017, the Board adopted 

AS 3101, The Auditor’s Report on an 

Audit of Financial Statements When the 

Auditor Expresses an Unqualified 

Opinion, which replaces portions of AS 

3101, Reports on Audited Financial 

Statements, and re-designates the 

remaining portions of AS 3101 as AS 

3105, Departures from Unqualified 

Opinions and Other Reporting 

Circumstances. The Proposed Rules will 

require that the auditor provide new 

information about the audit that is 

intended to make the auditor’s report 


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