[Federal Register Volume 81, Number 241 (Thursday, December 15, 2016)]
[Notices]
[Pages 90876-90889]
[FR Doc No: 2016-30081]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-79518; File No. SR-NYSEArca-2016-84]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Amendment No. 3, and Order Granting Accelerated Approval of Proposed
Rule Change, as Modified by Amendment No. 3, Relating to the Listing
and Trading of Shares of the Long Dollar Gold Trust Under NYSE Arca
Equities Rule 8.201

December 9, 2016.

I. Introduction

    On June 1, 2016, 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
(``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule
change to list and trade shares (``Shares'') of the Long Dollar Gold
Trust (``Fund'') under NYSE Arca Equities Rule 8.201. The proposed rule
change was published for comment in the Federal Register on June 21,
2016.\3\ On July 27, 2016, the Commission extended the time period
within which to approve the proposed rule change, disapprove the
proposed rule change, or institute proceedings to determine whether to
approve or disapprove the proposed rule change to September 19,
2016.\4\ On July 29, 2016, the Exchange filed Amendment No. 1 to the
proposed rule change, which replaced and superseded the proposed rule
change as originally filed.\5\ On September 8, 2016, the Exchange filed
Amendment No. 2 to the proposed rule change, which replaced and
superseded the proposed rule change as modified by Amendment No. 1.\6\
On September 16, 2016, the Commission noticed the filing of Amendment
No. 2, and instituted proceedings under Section 19(b)(2)(B) of the
Exchange Act \7\ to determine whether to approve or disapprove the
proposed rule change, as modified by Amendment No. 2.\8\ On November
22, 2016, the Exchange filed Amendment No. 3, which replaced the
proposed rule change as modified by Amendment No. 2.\9\ The Commission
has not received any comments on the proposed rule change. The
Commission is publishing this notice to solicit comments on Amendment
No. 3 from interested persons, and is approving the proposed rule
change, as modified by Amendment No. 3, on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 78075 (June 15,
2016), 81 FR 40381.
    \4\ See Securities Exchange Act Release No. 78425 (July 27,
2016), 81 FR 50759 (August 2, 2016).
    \5\ In Amendment No. 1, the Exchange: (1) Provided additional
information about WM/Reuters, which calculates the ``Spot Rate''
(discussed below); (2) provided additional information about
calculation of the Spot Rate; (3) provided additional information
about dissemination of the value of the underlying index; (4)
corrected a statement that the net asset value (``NAV'') of the
Shares would not be calculated during the occurrence of a Market
Disruption Event (discussed below) or Extraordinary Event (discussed
below), and instead stated that, if the LBMA Gold Price AM is
unavailable during such circumstances, the Fund would calculate NAV
using the last published LBMA Gold Price AM; (5) identified
circumstances in which the Fund may reject a purchase order; (6)
modified the circumstances in which the Fund may reject a redemption
order; and (7) explained how market makers in the Shares would be
able to hedge their positions. All amendments to the proposed rule
change are available at: https://www.sec.gov/comments/sr-nysearca-2016-84/nysearca201684.shtml.
    \6\ In Amendment No. 2, the Exchange: (1) Changed the names of
the Fund and the Trust; (2) stated that the methodology of the
underlying index is transparent; (3) explained how market makers in
the Shares could calculate an approximate value for the underlying
index during the Exchange's Core Trading Session, which is
ordinarily between 9:30 a.m. to 4:00 p.m. Eastern time (``ET''); (4)
made further modifications to its description of when and how NAV
would be calculated, and when it would be disseminated; (5)
disclosed more information regarding the availability of the value
of the underlying index; (6) provided information about its ability
to obtain information from Exchange Trading Permit Holders (``ETP
Holders'') regarding their trading in currencies and currency
derivatives; and (7) represented that it (a) may halt trading in the
Shares during the trading day if an interruption occurs in the
dissemination of the value of the underlying index, and (b) would
halt trading in the Shares no later than the beginning of the
trading day following the interruption if the interruption in the
dissemination of the value of the underlying index persists past the
trading day in which it occurs.
    \7\ 15 U.S.C. 78s(b)(2)(B).
    \8\ See Securities Exchange Act Release No. 78859, 81 FR 65431
(September 22, 2016) (``OIP''). The Commission instituted
proceedings to allow for additional analysis of the proposed rule
change's consistency with Section 6(b)(5) of the Exchange Act, which
requires, among other things, that the rules of a national
securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade,'' and ``to protect investors and the public
interest.'' Id., 81 FR at 65441.
    \9\ In Amendment No. 3, the Exchange: (1) Proposes to expand
NYSE Arca Equities Rule 8.201(g), which governs market maker
accounts, to include non-U.S. currencies; (2) states that the
administrator of the WM/Reuters currency benchmarks complies with
the International Organization of Securities Commissions (``IOSCO'')
Principles for Financial Benchmarks; and (3) states that: (a) The
Commission has previously approved the listing and trading of other
issues of securities based on a WM/Reuters exchange rate or an index
that uses such a rate, and (b) WM/Reuters utilizes the same
methodology in calculating the ``Closing Spot Rate'' (discussed
below) and the Spot Rate.

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II. The Exchange's Description of the Proposed Rule Change, as Modified
by Amendment No. 3

    In its filing with the Commission, NYSE Arca included statements
concerning the purpose of, and basis for, the proposed rule change and
discussed any comments it received on the proposed rule change. NYSE
Arca 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 Exchange proposes to list and trade the Shares, a series of the
World Currency Gold Trust (``Trust''), under NYSE Arca Equities Rule
8.201.\10\ Under NYSE Arca Equities Rule 8.201, the Exchange may
propose to list and trade, or trade pursuant to unlisted trading
privileges (``UTP''), ``Commodity-Based Trust Shares.'' \11\ In
addition, the Exchange proposes to amend NYSE Arca Equities Rule
8.201(g) (Market Maker Accounts) to add references to non-U.S.
currencies in connection with market maker accounts used to hedge
positions in an underlying commodity.
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    \10\ On August 30, 2016, the Trust filed with the Commission
Amendment No. 3 to its registration statement on Form S-1 under the
Securities Act of 1933 relating to the Fund (File No. 333-206640)
(``Registration Statement'').
    \11\ Commodity-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.
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    The Fund will not be registered as an investment company under the
Investment Company Act of 1940 \12\ and is not required to register
under such act.
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    \12\ 15 U.S.C. 80a-1.
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    The Sponsor of the Fund and the Trust will be WGC USA Asset
Management Company, LLC (``Sponsor'').\13\ BNY Mellon Asset Servicing,
a division of The Bank of New York Mellon (``BNYM''), will be the
Fund's administrator (``Administrator'') and transfer agent (``Transfer
Agent'') and will not be affiliated with the Trust, the Fund or the
Sponsor. BNYM will also serve as the custodian of the Fund's cash, if
any. HSBC Bank plc will be the custodian (``Custodian'') of the Fund's
Gold (defined below).
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    \13\ The Trust will be a Delaware statutory trust consisting of
multiple series, each of which will issue common units of beneficial
interest, which represent units of fractional undivided beneficial
interest in and ownership of such series. The term of the Trust and
each series will be perpetual (unless terminated earlier in certain
circumstances). The sole trustee of the Trust will be Delaware Trust
Company (``Trustee'').
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    The Commission has previously approved listing on the Exchange
under NYSE Arca Equities Rules 5.2(j)(5) and 8.201 of other precious
metals and gold-based commodity trusts, including the Merk Gold Trust;
\14\ ETFS Gold Trust,\15\ ETFS Platinum Trust \16\ and ETFS Palladium
Trust (collectively, the ``ETFS Trusts''); \17\APMEX Physical-1 oz.
Gold Redeemable Trust; \18\ Sprott Gold Trust; \19\ SPDR Gold Trust
(formerly, streetTRACKS Gold Trust); iShares Silver Trust; \20\ and
iShares COMEX Gold Trust.\21\ Prior to their listing on the Exchange,
the Commission approved listing of the streetTRACKS Gold Trust on the
New York Stock Exchange (``NYSE'') \22\ and listing of iShares COMEX
Gold Trust and iShares Silver Trust on the American Stock Exchange
LLC.\23\ In addition, the Commission has approved trading of the
streetTRACKS Gold Trust and iShares Silver Trust on the Exchange
pursuant to UTP.\24\
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    \14\ Securities Exchange Act Release No. 71378 (January 23,
2014), 79 FR 4786 (January 29, 2014) (SR-NYSEArca-2013-137).
    \15\ Securities Exchange Act Release No. 59895 (May 8, 2009), 74
FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40).
    \16\ Securities Exchange Act Release No. 61219 (December 22,
2009), 74 FR 68886 (December 29, 2009) (SR-NYSEArca-2009-95).
    \17\ Securities Exchange Act Release No. 61220 (December 22,
2009), 74 FR 68895 (December 29, 2009) (SR-NYSEArca-2009-94).
    \18\ Securities Exchange Act Release No. 66930 (May 7, 2012), 77
FR 27817 (May 11, 2012) (SR-NYSEArca-2012-18).
    \19\ Securities Exchange Act Release No. 61496 (February 4,
2010), 75 FR 6758 (February 10, 2010) (SR-NYSEArca-2009-113).
    \20\ See Securities Exchange Act Release No. 58956 (November 14,
2008), 73 FR 71074 (November 24, 2008) (SR-NYSEArca-2008-124)
(approving listing on the Exchange of the iShares Silver Trust)).
    \21\ See Securities Exchange Act Release No. 56224 (August 8,
2007), 72 FR 45850 (August 15, 2007) (SR-NYSEArca-2007-76)
(approving listing on the Exchange of the streetTRACKS Gold Trust);
Securities Exchange Act Release No. 56041 (July 11, 2007), 72 FR
39114 (July 17, 2007) (SR-NYSEArca-2007-43) (order approving listing
on the Exchange of iShares COMEX Gold Trust).
    \22\ See Securities Exchange Act Release No. 50603 (October 28,
2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22) (order
approving listing of street TRACKS Gold Trust on NYSE).
    \23\ See Securities Exchange Act Release Nos. 51058 (January 19,
2005), 70 FR 3749 (January 26, 2005) (SR-Amex-2004-38) (order
approving listing of iShares COMEX Gold Trust on the American Stock
Exchange LLC); 53521 (March 20, 2006), 71 FR 14967 (March 24, 2006)
(SR-Amex-2005-72) (approving listing on the American Stock Exchange
LLC of the iShares Silver Trust).
    \24\ See 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).
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Operation of the Fund
    Gold bullion typically is priced and traded throughout the world in
U.S. dollars. The Fund has been established as an alternative to
traditional dollar-based gold investing. Although investors will
purchase shares of the Fund with U.S. dollars, the Fund is designed to
provide investors with the economic effect of holding gold in terms of
a specific basket of major, non-U.S. currencies, such as the euro,
Japanese yen and British pound (each, a ``Reference Currency''), rather
than the U.S. dollar. Specifically, the Fund will seek to track the
performance of the Solactive GLD[supreg] Long USD Gold Index, less Fund
expenses. The Solactive GLD[supreg] Long USD Gold Index, or the
``Index,'' represents the daily performance of a long position in
physical gold and a short position in the FX Basket \25\ comprised of
each of the Reference Currencies.\26\ The Index is designed to measure
daily gold bullion returns as though an investor had invested in Gold
in terms of the FX Basket comprised of the Reference Currencies
reflected in the Index. (The Index is described in more detail below
under the heading ``Description of the Index.'')
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    \25\ ``FX Basket'' means the basket of Reference Currencies with
weighting determined by the Index.
    \26\ ``Gold'' means gold bullion meeting the requirements of
London Good Delivery Standards. London Good Delivery Standards are
the specifications for weight dimensions, fineness (or purity),
identifying marks and appearance set forth in ``The Good Delivery
Rules for Gold and Silver Bars'' published by the London Bullion
Markets Association (``LBMA'').
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    The U.S. dollar value of an investment in Shares would therefore be
expected to increase when both the price of Gold goes up and the value
of the U.S. dollar increases against the value of the Reference
Currencies comprising the FX Basket (as weighted in the Index).
Conversely, the U.S. dollar value of an investment would be expected to
decrease when the price of Gold goes down and the value of the U.S.
dollar decreases against the value of the Reference Currencies
comprising the FX Basket (as weighted in the Index). If Gold increases
and the value of the U.S. dollar decreases against the value of the
Reference Currencies comprising the FX Basket, or vice versa, the net
impact of these changes will determine the value of the Shares on a
daily basis.\27\
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    \27\ For additional information regarding the gold bullion
market, gold futures exchanges, and regulation of the global gold
market, see, e.g., Securities Exchange Act Release Nos. 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); and
66627 (March 20, 2012), 77 FR 27817 (May 11, 2012) (SR-NYSE Arca-
2012-18) (order approving Exchange listing and trading of the APMEX
Physical-1 oz. Gold Redeemable Trust).

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    The Fund is a passive investment vehicle and is designed to track
the performance of the Index regardless of: (i) The value of Gold or
any Reference Currency; (ii) market conditions; and (iii) whether the
Index is increasing or decreasing in value. The Fund's holdings
generally will consist entirely of Gold. Substantially all of the
Fund's Gold holdings will be delivered by Authorized Participants
(defined below) in exchange for Shares. The Fund will not hold any of
the Reference Currencies. The Fund generally will not hold U.S. dollars
(except from time to time in very limited amounts to pay expenses). The
Fund's Gold holdings will not be managed and the Fund will not have any
investment discretion.
    The Fund's NAV will go up or down each ``Business Day'' based
primarily on two factors.\28\ The first is the change in the price of
Gold measured in U.S. dollars from the prior Business Day. This drives
the value of the Fund's Gold holdings measured in U.S. dollars up (as
Gold prices increase) or down (as Gold prices fall). The second is the
change in the value of the Reference Currencies comprising the FX
Basket against the U.S. dollar from the prior Business Day. This drives
the value of the Fund's Gold holdings measured in the Reference
Currencies comprising the FX Basket up (when the value of the U.S.
dollar against the Reference Currencies comprising the FX Basket
increases) or down (when the value of the U.S. dollar against the
Reference Currencies comprising the FX Basket declines). The value of
Gold and the Reference Currencies comprising the FX Basket are based on
publicly available, transparent prices--for Gold, the LBMA Gold Price
AM (defined below), for currencies, the WMR Fix.\29\
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    \28\ A Business Day with respect to the Fund is any day the
Exchange is open for trading.
    \29\ The WMR Fix is the World Markets Company plc foreign
exchange benchmark rate.
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    Because the Fund generally will hold only Gold bullion (and not
U.S. dollars or the Reference Currencies), the economic impact of
changes to the value of the Reference Currencies against the U.S.
dollar from day to day is reflected in the Fund by moving an amount of
Gold ounces of equivalent value in or out of the Fund. Therefore, the
Fund will seek to track the performance of the Index by entering into a
transaction each Index Business Day with the ``Gold Delivery Provider''
pursuant to which Gold is moved in or out of the Fund.\30\ The terms of
this transaction are set forth in a written contract between the Fund
and the Gold Delivery Provider referred to as the ``Gold Delivery
Agreement.'' Pursuant to the terms of the Gold Delivery Agreement, the
Fund will deliver Gold to, or receive Gold from, the Gold Delivery
Provider each Index Business Day. The amount of Gold transferred will
be equivalent to the Fund's profit or loss as if the Fund had exchanged
the Reference Currencies comprising the FX Basket, in the proportion in
which they are reflected in the Index, for U.S. dollars in an amount
equal to the Fund's declared holdings of Gold on such day. If there is
a currency gain (i.e., the value of the U.S. dollar against the
Reference Currencies comprising the FX Basket increases), the Fund will
receive Gold. If there is a currency loss (i.e., the value of the U.S.
dollar against the Reference Currencies comprising the FX Basket
decreases), the Fund will deliver Gold.\31\ In this manner, the value
of the Gold held by the Fund will be adjusted to reflect the daily
change in the value of the Reference Currencies comprising the FX
Basket against the U.S. dollar. The Gold Delivery Agreement requires
Gold ounces equal to the value of the Gold Delivery Amount to be
delivered to the custody account of the Fund or Gold Delivery Provider,
as applicable. The fee that the Fund pays the Gold Delivery Provider
for its services under the Gold Delivery Agreement will be accrued
daily and reflected in the calculation of the Gold Delivery Amount.
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    \30\ The Gold Delivery Provider, Merrill Lynch International, is
a company incorporated in England and Wales and regulated by the
Prudential Regulation Authority (``PRA'') and the Financial Conduct
Authority (``FCA''). The Gold Delivery Provider will not be
affiliated with the Trust, the Fund, the Sponsor, the Trustee, the
Administrator, the Transfer Agent, the Custodian or the Index
Provider (defined below).
    \31\ If the applicable currency exchange rates did not change
from one day to the next, or the net impact of such changes was
zero, then the Fund would neither deliver nor receive Gold pursuant
to the Gold Delivery Agreement.
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    The Fund does not intend to enter into any other Gold transactions
other than with the Gold Delivery Provider as described in the Gold
Delivery Agreement (except that the Fund may sell Gold to cover Fund
expenses), and the Fund does not intend to hold any Reference Currency
or enter into any currency transactions.
Description of the Index
    The Index is maintained and calculated by a third-party data and
index provider, Solactive AG (``Index Provider''). The Index Provider
will license the Index to the Sponsor for use in connection with the
Trust and the Fund. The Index Provider is not affiliated with the
Trust, the Fund, the Sponsor, the trustee for the Trust, the
Administrator, the Transfer Agent, the Custodian or the Gold Delivery
Provider. The Index Provider is not affiliated with a broker-dealer.
The Index Provider has adopted policies and procedures designed to
prevent the spread of material non-public information about the Index.
    The description of the strategy and methodology underlying the
Index, which will be identified and described in the Registration
Statement, is based on rules formulated by the Index Provider (``Index
Rules''). The Index Rules, which will be described in the Registration
Statement, will govern the calculation and constitution of the Index
and other decisions and actions related to its maintenance. The Index
is described as a ``notional'' or ``synthetic'' portfolio or strategy
because there is no actual portfolio of assets to which any person is
entitled or in which any person has any ownership interest. The Index
references certain assets (i.e., Gold and the Reference Currencies
comprising the FX Basket), the performance of which will be used as a
reference point for calculating the daily performance of the Index
(``Index Level''). The Index seeks to track the daily performance of a
long position in physical Gold and a short position in the Reference
Currencies comprising the FX Basket (as weighted in the Index). If the
Gold Price (as defined below) increases and the Reference Currencies
comprising the FX Basket depreciate against the U.S. dollar, the Index
Level will increase. Conversely, if the Gold Price decreases and the
Reference Currencies comprising the FX Basket appreciate against the
U.S. dollar, the Index Level will decrease. In certain cases, the
appreciation of the Gold Price or the depreciation of the FX Basket
comprised of the Reference Currencies may be offset by the appreciation
of the FX Basket comprised of the Reference Currencies or the
depreciation of the Gold Price, as applicable. The net impact of these
changes determines the Index Level on a daily basis.
    The Index values Gold on a daily basis using the ``Gold Price.''
The Gold Price generally is the LBMA Gold Price AM. The ``LBMA Gold
Price'' means the price per troy ounce of Gold stated in U.S. dollars
as set via an electronic auction process run twice daily at 10:30 a.m.
and 3:00 p.m., London time each Business Day as calculated and
administered by ICE Benchmark Administration Limited (``IBA'') and

published by LBMA on its Web site. The ``LBMA Gold Price AM'' is the
10:30 a.m. LBMA Gold Price. IBA, an independent specialist benchmark
administrator, provides the price platform, methodology and the overall
administration and governance for the LBMA Gold Price.
    As noted herein, the term ``Reference Currencies'' refers to the
following non-U.S. currencies: The euro, Japanese yen, British pound
sterling, Canadian dollar, Swedish krona and Swiss franc. Each
Reference Currency comprising the FX Basket is expressed in terms of a
number of foreign currency units relative to one U.S. dollar (e.g., a
number of Japanese yen per one U.S. dollar) or in terms of a number of
U.S. dollars per one unit of the reference currency (e.g., a number of
U.S. dollars per one euro).
    The Index references European Union euro (``euro'' or ``EUR''), the
Japanese yen (``JPY'' or ``yen''), the British pound sterling
(``GBP''), the Swiss franc (``CHF''), the Canadian dollar (``CAD'') and
the Swedish Krona (``SEK'') (each of which is measured against U.S.
dollars). The weightings of each currency referenced are as follows:
Euro (57.6%), yen (13.6%), GBP (11.9%), CAD (9.1%), SEK (4.2%) and CHF
(3.6%).
    Reference Currency Index values generally are calculated using the
published WM/Reuters (``WMR'') \32\ Spot Rate (``Spot Rate'') as of
9:00 a.m., London time associated with each Reference Currency.\33\ The
Spot Rate is the rate at which a Reference Currency comprising the FX
Basket can be exchanged for U.S. dollars on an immediate basis, subject
to the applicable settlement cycle. Thus, if an investor wanted to
convert U.S. dollars into euros, the investor could enter into a spot
transaction at the Spot Rate (subject to the bid/ask) and would receive
euros in a number of days, depending on the settlement cycle of that
currency. Generally, the settlement of a ``spot'' transaction is two
currency business days (except in the case of Canadian dollars, which
settle on the next business day). The following table sets forth the
Reference Currencies comprising the FX Basket (each of which is
measured against U.S. dollars), the applicable ``Reuters Page'' for
each Spot Rate referenced by the Index and the market convention for
quoting such currency.\34\
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    \32\ WMR provides both intraday and closing fixes for currency
spot rates, forward contracts and non-deliverable forward contracts.
WMR rates are widely utilized by financial institutions in
evaluating global markets. Thomson Reuters Benchmark Services
Limited, the administrator of the WM/Reuters spot, forward and non-
deliverable foreign exchange benchmark rates, has stated that it
complies with the IOSCO Principles for Financial Benchmarks. See
http://financial.thomsonreuters.com/content/dam/openweb/documents/pdf/financial/wm-reuters-iosco-principles-statement.pdf.
    \33\ The Spot Rate is calculated by WMR using observable data
from arms-length transactions between buyers and sellers in the
applicable currency market. The World Markets Company plc (``WM'')
provides an exchange rate service that publishes Spot Rates at fixed
times throughout the global trading day. WM does not use a panel or
polling solicitation process to obtain underlying data in the
benchmark calculation process. WM uses transactional data to set
``Trade Rates,'' reflecting data from actual transactions entered
into on an arm's length basis between buyers and sellers in that
market, where that data is available and reflects sufficient
liquidity. The Thomson Reuters Market Data System is the primary
infrastructure used to source spot foreign exchange rates used in
the calculation of the rates. Other systems may be used where the
appropriate rates are not available on the Thomson Reuters
architecture. Over a five-minute fix period, actual trades executed
and bid and offer order rates from the order matching systems are
captured every second from 2 minutes 30 seconds before to 2 minutes
30 seconds after the time of the fix. From each data source, a
single traded rate will be captured--this will be identified as a
bid or offer depending on whether the trade is a buy or sell. A pre-
defined spread set for each currency at each fix will be applied to
the Trade Rate to calculate the opposite bid or offer. All captured
trades will be subjected to validation checks. This may result in
some captured data being excluded from the fix calculation. The WMR
methodology guide is available at: http://www.wmcompany.com/pdfs/WMReutersMethodology.pdf.
    \34\ The Commission has previously approved for Exchange trading
issues of Currency Trust Shares based on the WM/Reuters closing
rate. See, e.g., Securities Exchange Act Release No. 58365 (August
14, 2008), 73 FR 49522 (August 21, 2008) (SR-NYSEArca-2008-81)
(notice of filing and order granting accelerated approval of
proposed rule change relating to listing and trading of four
CurrencyShares Trusts). The Sponsor represents that WM/Reuters
utilizes the same methodology in calculating the Closing Spot Rate
and the ``Spot Rate'' as defined herein. In addition, the Commission
has approved for Exchange listing and trading exchange-traded
products based on indexes that use the WM/Reuters Closing Spot Rate
to calculate the applicable foreign currency exchange rate. See,
e.g., Securities Exchange Act Release Nos. 56592 (October 1, 2007),
72 FR 57364 (October 9, 2007) (SR-Amex-2007-60) (order approving
proposed rule change relating to the listing and trading on the
American Stock Exchange of shares of eight funds of the ProShares
Trust based on MSCI international equity indexes); 55985 (June 29,
2007), 72 FR 37291 (July 9, 2007) (SR-NYSEArca-2007-47) (notice of
filing and order granting accelerated approval of proposed rule
change to list and trade shares of the iShares FTSE EPRA/NAREIT Asia
Index Funds). See also, Securities Exchange Act Release No. 58458
(September 3, 2008), 73 FR 52717 (September 10, 2008) (SR-NYSEArca-
2008-95) (notice of filing and immediate effectiveness of proposed
rule change relating to a change in net asset value calculations for
CurrencyShares Trusts to use the WM/Reuters Closing Spot Rate).

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        Reference currency                 Reuters page                  Market convention for quotation
----------------------------------------------------------------------------------------------------------------
EUR/USD...........................  USDEURFIX=WM..............  Number of USD per one EUR.
USD/JPY...........................  USDJPYFIX=WM..............  Number of JPY per one USD.
GBP/USD...........................  USDGBPFIX=WM..............  Number of USD per one GBP.
USD/CAD...........................  USDCADFIX=WM..............  Number of CAD per one USD.
USD/SEK...........................  USDSEKFIX=WM..............  Number of SEK per one USD.
USD/CHF...........................  USDCHFFIX=WM..............  Number of CHF per one USD.
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    Settlement in most spot currency transactions is two currency
business days after the trade date. A ``spot-next trade'' effectively
extends the spot settlement cycle by one Business Day (i.e., the
``next'' day) and a ``spot-next forward point'' represents the
difference in price between a spot transaction and a spot-next trade.
Combining a spot-next trade with a spot transaction allows for exposure
to the currency without taking delivery. By entering on each Index
Business Day (as defined below) into notional spot-next trades that are
closed the next Index Business Day against spot transactions, the Index
is exposed to the Reference Currencies comprising the FX Basket without
having to take delivery of these currencies. The Index approximates the
cost of entering into a spot-next trade by linearly interpolating the
cost of that trade based on the WM/Reuters ``SW--Spot Week (One Week)''
forward rates and a spot transaction.
    In general, the Index is calculated and published by the Index
Provider each Index Business Day, unless there is a ``Market Disruption
Event'' or ``Extraordinary Event'' as described below. The Index value
is disseminated each Index Business Day at approximately 6:00 a.m. ET.
    The Index methodology is transparent. Market makers will
recalculate an approximate Index value using reliable intraday prices
of gold and the relevant Index currencies to identify arbitrage
opportunities that present themselves during the

Exchange's Core Trading Session (ordinarily 9:30 a.m. to 4:00 p.m.,
ET).
The Gold Delivery Agreement
    The Fund has entered into a written contract with the Gold Delivery
Provider. Subject to the terms of the Gold Delivery Agreement, on a
daily basis, the Gold Delivery Provider will (i) calculate the Gold
Delivery Amount and (ii) deliver Gold ounces equal to the U.S. dollar
value of the Gold Delivery Amount into or out of the Fund. The Gold
Delivery Amount is the amount of Gold ounces to be delivered into or
out of the Fund on a daily basis to reflect price movements in the
Reference Currencies comprising the FX Basket against the U.S. dollar
from the prior Index Business Day (assuming no Market Disruption Event
or Extraordinary Event has occurred or is continuing, as described in
more detail below).
    On each Index Business Day, the Gold Delivery Provider determines
the notional exposure for each Reference Currency comprising the FX
Basket based upon their respective Index weights. The total notional
exposure for each Reference Currency on an Index Business Day takes
into account the NAV of the Fund (which takes into account creation and
redemption orders received on that day).
    The Gold Delivery Provider then determines the ``FX PnL'' which
captures the effect of changes in the daily value of the Reference
Currencies comprising the FX Basket in their respective weights by
calculating the change in the Spot Rate from the prior Index Business
Day to the current Index Business Day and adjusting that change to
reflect a notional spot-next trade because delivery of currencies is
not being taken. The Gold Delivery Provider may use another rate if any
Spot Rate is delayed or unavailable as set forth in the Gold Delivery
Agreement. The Gold Delivery Provider generally will make this
calculation outside of U.S. market hours (at approximately 4:00 a.m.
ET) based on the prices of the Reference Currencies comprising the FX
Basket published at the ``WMR FX Fixing Time,'' which is generally at
9:00 a.m., London Time.
    The FX PnL is divided by the Gold Price (i.e., the LBMA Gold Price
AM) to determine the Gold Delivery Amount. The fee that the Fund pays
the Gold Delivery Provider for its services under the Gold Delivery
Agreement is accrued daily and reflected in the calculation of the Gold
Delivery Amount.
    If the Gold Delivery Amount is a positive number (meaning that the
Fund has experienced a currency gain on the notional short position in
the FX Basket comprised of Reference Currencies), the Gold Delivery
Provider will transfer to the Fund's custody account an amount of Gold
(in ounces) equal to the Gold Delivery Amount. If the Gold Delivery
Amount is a negative number (meaning that the Fund has experienced a
currency loss on the notional short position in the FX Basket comprised
of Reference Currencies), the Fund will transfer to the Gold Delivery
Provider's custody account an amount of Gold (in ounces) equal to the
Gold Delivery Amount.
Market Disruption and Extraordinary Events
    From time to time, unexpected events may cause the calculation of
the Index and/or the operation of the Fund to be disrupted. These
events are expected to be relatively rare, but there can be no
guarantee that these events will not occur. These events are referred
to as either ``Market Disruption Events'' or ``Extraordinary Events''
depending largely on their significance and potential impact to the
Index and Fund. Market Disruption Events generally include disruptions
in the trading of Gold or the Reference Currencies comprising the FX
Basket, delays or disruptions in the publication of the LBMA Gold Price
or the Reference Currency prices, and unusual market or other events
that are tied to either the trading of gold or the Reference Currencies
comprising the FX Basket or otherwise have a significant impact on the
trading of gold or the Reference Currencies comprising the FX Basket.
For example, market conditions or other events which result in a
material limitation in, or a suspension of, the trading of physical
Gold generally would be considered Market Disruption Events, as would
material disruptions or delays in the determination or publication of
the LBMA Gold Price AM. Similarly, market conditions which prevent,
restrict or delay the Gold Delivery Provider's ability to convert a
Reference Currency to U.S. dollars or deliver a Reference Currency
through customary channels generally would be considered a Market
Disruption Event, as would material disruptions or delays in the
determination or publication of WMR spot prices for any Reference
Currency comprising the FX Basket. The complete definition of a Market
Disruption Event is set forth below.
    A ``Market Disruption Event'' occurs if either an ``FX Basket
Disruption Event'' or a ``Gold Disruption Event'' occurs.
    An ``FX Basket Disruption Event'' occurs if any of the following
exist on any ``Index Business Day'' \35\ with respect to the Reference
Currencies comprising the FX Basket:
---------------------------------------------------------------------------

    \35\ An ``Index Business Day'' is (i) any day that is a business
day in New York and London, (ii) any day (other than a Saturday or
Sunday) on which the LBMA is scheduled to publish the LBMA Gold
Price AM, and (iii) any day (other than a Saturday or Sunday) on
which WM Company is scheduled to publish prices for each of the
Reference Currency pairs comprising the FX Basket.
---------------------------------------------------------------------------

    (i) An event, circumstance or cause (including, without limitation,
the adoption of or any change in any applicable law or regulation) that
has had or would reasonably be expected to have a materially adverse
effect on the availability of a market for converting such Reference
Currency to US Dollars (or vice versa), whether due to market
illiquidity, illegality, the adoption of or change in any law or other
regulatory instrument, inconvertibility, establishment of dual exchange
rates or foreign exchange controls or the occurrence or existence of
any other circumstance or event, as determined by the Index Sponsor; or
    (ii) the failure of Reuters to announce or publish the relevant
spot exchange rates for any Reference Currency in the FX Basket; or
    (iii) any event or any condition that (I) results in a lack of
liquidity in the market for trading any Reference Currency that makes
it impossible or illegal for market participants (a) to convert from
one currency to another through customary commercial channels, (b) to
effect currency transactions in, or to obtain market values of, such,
currency, (c) to obtain a firm quote for the related exchange rate, or
(d) to obtain the relevant exchange rate by reference to the applicable
price source; or (II) leads to any governmental entity imposing rules
that effectively set the prices of any of the currencies; or
    (iv) the declaration of (a) a banking moratorium or the suspension
of payments by banks, in either case, in the country of any currency
used to determine any Reference Currency exchange rate, or (b) capital
and/or currency controls (including, without limitation, any
restriction placed on assets in or transactions through any account
through which a non-resident of the country of any currency used to
determine the currency exchange rate may hold assets or transfer monies
outside the country of that currency, and any restriction on the
transfer of funds, securities or other assets of market participants
from, within or outside of the country of any currency used to
determine the applicable exchange rate.

    A ``Gold Disruption Event'' occurs if any of the following exist on
any Index Business Day with respect to gold:
    (i) (a) The failure of the LBMA to announce or publish the LBMA
Gold Price (or the information necessary for determining the price of
gold) on that Index Business Day, (b) the temporary or permanent
discontinuance or unavailability of the LBMA or the LBMA Gold Price; or
    (ii) the material suspension of, or material limitation imposed on,
trading in Gold by the LBMA; or
    (iii) an event that causes market participants to be unable to
deliver gold bullion loco London under rules of the LBMA by credit to
an unallocated account at a member of the LBMA; or
    (iv) the permanent discontinuation of trading of gold on the LBMA
or any successor body thereto, the disappearance of, or of trading in,
gold; or
    (v) a material change in the formula for or the method of
calculating the price of gold, or a material change in the content,
composition or constitution of gold.
    The occurrence of a Market Disruption Event for five Index Business
Days generally would be considered an Extraordinary Event for the Index
and Fund.
Consequences of a Market Disruption or Extraordinary Event
    On any Index Business Day in which a Market Disruption Event or
Extraordinary Event has occurred or is continuing, the Index Provider
generally will calculate the Index based on the following fallback
procedures: (i) Where the Market Disruption Event is based on the Gold
Price, the Index will be kept at the same level as the previous Index
Business Day and updated when the Gold Price is no longer disrupted;
(ii) where the Gold Price is not disrupted but one of the Reference
Currency prices is disrupted, the Index will be calculated in the
ordinary course except that the disrupted Reference Currency will be
kept at its value from the previous Index Business Day and updated when
it is no longer disrupted; and (iii) if both the Gold Price and a
Reference Currency price are disrupted, the Index will be kept at the
same level as the previous Index Business Day and updated when such
prices are no longer disrupted. If a Market Disruption Event has
occurred and is continuing for five (5) or more consecutive Index
Business Days, the Index Provider will calculate a substitute price for
each index component that is disrupted. If an Extraordinary Event has
occurred and is continuing, the Index Provider shall be responsible for
making any decisions regarding the future composition of the Index and
implement any necessary adjustments that might be required. If
necessary, the Fund may use alternate pricing sources to calculate NAV
during the occurrence of any Market Disruption or Extraordinary
Event.\36\ If the LBMA Gold Price AM is unavailable during the
occurrence of a Market Disruption Event or Extraordinary Event, the
Fund will calculate NAV using the last published LBMA Gold Price AM.
---------------------------------------------------------------------------

    \36\ The Exchange may suspend trading in the Shares in the event
the Sponsor suspends the right of redemptions.
---------------------------------------------------------------------------

The London Gold Bullion Market
    Although the market for physical gold is global, most over-the-
counter, or ``OTC,'' 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 a LBMA
acceptable refiner) and appearance set forth in ``The Good Delivery
Rules for Gold and Silver Bars'' published by the LBMA. Gold bars
meeting these requirements are known as ``London Good Delivery Bars.''
All of the gold held by the Fund will be London Good Delivery Bars
meeting the specifications for weight, dimensions, fineness (or
purity), identifying marks and appearance of gold bars as set forth in
``The Good Delivery Rules for Gold and Silver Bars'' published by the
LBMA.
    The unit of trade in London is the troy ounce, whose conversion
between grams is: 1,000 grams = 32.1507465 troy ounces and 1 troy ounce
= 31.1034768 grams. A London Good Delivery Bar is acceptable for
delivery in settlement of a transaction on the OTC market. Typically
referred to as 400-ounce bars, a London Good Delivery Bar must contain
between 350 and 430 fine troy ounces of gold, with a minimum fineness
(or purity) of 995 parts per 1,000 (99.5%), be of good appearance and
be easy to handle and stack. The fine gold content of a gold bar is
calculated by multiplying the gross weight of the bar (expressed in
units of 0.025 troy ounces) by the fineness of the bar.
The LBMA Gold Price
    IBA hosts a physically settled, electronic and tradeable auction
process that provides a market-based platform for buyers and sellers to
trade physical spot Gold. The final auction price is used and published
to the market as the ``LBMA Gold Price benchmark.'' The LBMA Gold Price
is set twice daily at 10:30 a.m., London time and 3:00 p.m., London
time in three currencies: U.S. dollars, euro and British pounds
sterling. The LBMA Gold Price is a widely used benchmark for the
physical spot price of Gold and is quoted by various financial
information sources.
    Participants in the IBA auction process submit anonymous bids and
offers which are published on screen and in real-time. Throughout the
auction process, aggregated Gold bids and offers are updated in real-
time with the imbalance calculated and the price updated every 45
seconds until the buy and sell orders are matched. When the net volume
of all participants falls within a pre-determined tolerance, the
auction is deemed complete and the applicable LBMA Gold Price is
published. Information about the auction process (such as aggregated
bid and offer volumes) will be immediately available after the auction
on the IBA's Web site.
    The LBMA Gold Price replaced the widely used ``London Gold Fix'' as
of March 20, 2015.
The Gold Futures Markets
    Although the Fund will not invest in gold futures, information
about the gold futures market is relevant as such markets contribute
to, and provide evidence of, the liquidity of the overall market for
Gold.
    The most significant gold futures exchange is COMEX, part of the
CME Group, Inc., which began to offer trading in gold futures contracts
in 1974. TOCOM (Tokyo Commodity Exchange) 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. Trading costs are negotiable.
As a matter of practice, only a small percentage of the futures market
turnover ever comes to physical delivery of the gold represented by the
contracts traded. Both exchanges permit trading on margin. Both COMEX
and TOCOM operate through a central clearance system and in each case,
the

clearing organization 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.
    The global gold markets are overseen and regulated by both
governmental and self-regulatory organizations. In addition, certain
trade associations have established rules and protocols for market
practices and participants.
Net Asset Value
    The Administrator will determine the NAV of Shares each Business
Day. The NAV of Shares will be the aggregate value of the Fund's assets
(which include gold payable, but not yet delivered, to the Fund) less
its liabilities (which include accrued but unpaid fees and expenses).
The NAV of the Fund will be calculated based on the price of Gold per
ounce applied against the number of ounces of Gold owned by the Fund.
For purposes of calculating NAV, the number of ounces of Gold owned by
the Fund is adjusted up or down on a daily basis to reflect the Gold
Delivery Amount. The number of ounces of Gold held by the Fund also
reflects the amount of Gold delivered into (or out of) the Fund on a
daily basis by Authorized Participants (as described below) creating
and redeeming Shares. The number of ounces of Gold held by the Fund is
adjusted downward by the Sponsor's fee and the expenses of the Gold
Delivery Agreement.
    In determining the Fund's NAV, the Administrator generally will
value the Gold held by the Fund based on the LBMA Gold Price AM for an
ounce of Gold. If no LBMA Gold Price AM is made on a particular
Business Day (including a Business Day that is not an Index Business
Day), the next most recent LBMA Gold Price AM determined prior to that
Business Day generally will be used in the determination of the NAV of
the Fund, unless the Sponsor determines that such price is
inappropriate to use as the basis for such determination.\37\ If the
Sponsor determines that such price is inappropriate to use, it shall
identify an alternate basis for evaluation of the Gold held by the
Fund. 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 Fund's
Shares. Although the Fund will not hold the Reference Currencies, the
Gold Delivery Provider generally will value the Reference Currencies
based on the rates in effect as of the WMR FX Fixing Time, which is
generally at 9:00 a.m., London Time (though other prices may be used if
the 9:00 a.m. rate is delayed or unavailable). The Administrator will
also determine the NAV per Share, which equals the NAV of the Fund,
divided by the number of outstanding Shares. Unless there is a Market
Disruption Event or Extraordinary Event with respect to the price of
gold, NAV generally will be calculated and disseminated by 12:00 p.m.
ET.
---------------------------------------------------------------------------

    \37\ The Exchange notes that such valuation procedure is
substantially similar to that utilized by other issues of commodity-
based exchange-traded products approved by the Commission for
exchange listing. See, e.g., Securities Exchange Act Release No.
59895 at p.17 (May 8, 2009), 74 FR 22993 (May 15, 2009) (SR-
NYSEArca-2009-40) (approving listing on NYSE Arca of the ETFS Gold
Trust); Securities Exchange Act Release No. 53521 at n.32 (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); and Securities Exchange Act Release No. 51058 at p.13
(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).
---------------------------------------------------------------------------

Creation and Redemption of Shares
    The Fund expects to create and redeem Shares but only in Creation
Units (a Creation Unit equals a block of 10,000 Shares or more). The
creation and redemption of Creation Units requires the delivery to the
Fund (or the distribution by the Fund in the case of redemptions) of
the amount of Gold and any cash, if any, represented by the Creation
Units being created or redeemed. The total amount of Gold and cash, if
any, required for the creation of Creation Units will be based on the
combined NAV of the number of Creation Units being created or redeemed.
The initial amount of Gold required for deposit with the Fund to create
Shares is 1,000 ounces per Creation Unit. The number of ounces of Gold
required to create a Creation Unit or to be delivered upon redemption
of a Creation Unit will change over time depending on Index performance
net of the fees charged by the Fund and the Gold Delivery Provider.
Creation Units may be created or redeemed only by ``Authorized
Participants'' (as described below), who may be required to pay a
transaction fee for each order to create or redeem Creation Units as
will be set forth in the Registration Statement. Authorized
Participants may sell to other investors all or part of the Shares
included in the Creation Units they purchase from the Fund.
Creation Procedures--Authorized Participants
    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. All Gold
bullion must be delivered to the Fund and distributed by the Fund in
unallocated form through credits and debits between an Authorized
Participant's unallocated account (``Authorized Participant Unallocated
Account'') and the Fund's unallocated account (``Fund Unallocated
Account'') (except for Gold delivered to or from the Gold Delivery
Provider pursuant to the Gold Delivery Agreement). 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.
    On any Business Day, an Authorized Participant may place an order
with the Fund to create one or more Creation Units. Purchase orders
must be placed by 5:30 p.m., ET. The day on which the Fund receives a
valid purchase order is the purchase order date. By placing a purchase
order, an Authorized Participant agrees to deposit Gold with the Fund,
or a combination of Gold and cash, if any, as described below.\38\
Prior to the delivery of Creation Units for a purchase order, the
Authorized Participant must also have wired to the Fund the non-
refundable transaction fee due for the purchase order.
---------------------------------------------------------------------------

    \38\ The Sponsor anticipates that in the ordinary course of the
Fund's operations cash generally will not be part of any Creation
Unit.
---------------------------------------------------------------------------

    The total deposit of Gold (and cash, if any) required to create
each Creation Unit is referred to as the ``Creation Unit Gold Delivery
Amount.'' The Creation Unit Gold Delivery Amount is the number of
ounces of Gold required to be delivered to the Fund by an Authorized
Participant in connection with a creation order for a single Creation
Unit.\39\ The Creation Unit Gold Delivery Amount will be determined on
the Business Day following the date such creation order is accepted. It
is calculated by multiplying the number of Shares in a Creation Unit by
the number of ounces of Gold associated with Shares on the Business Day
after the day the creation order is accepted. In addition, because the
Gold Delivery Amount for the Fund does not reflect creation order
transactions (see the section herein entitled ``The Gold Delivery
Agreement''), the Creation Unit Gold Delivery Amount is required to

reflect the Gold Delivery Amount associated with such creation order.
This amount is determined on the Business Day following the date such
creation order is accepted.
---------------------------------------------------------------------------

    \39\ The ``Creation Unit Gold Delivery Amount'' is also used to
refer to the number of ounces of Gold to be paid by the Fund to an
Authorized Participant in connection with the redemption of a
Creation Unit. See ``Redemption Procedures--Authorized
Participants'' herein.
---------------------------------------------------------------------------

    An Authorized Participant who places a purchase order is
responsible for crediting its Authorized Participant Unallocated
Account with the required Gold deposit amount by the end of the third
Business Day in London following the purchase order date. Upon receipt
of the Gold deposit amount, the Custodian, after receiving appropriate
instructions from the Authorized Participant and the Fund, will
transfer on the third Business Day following the purchase order date
the Gold deposit amount from the Authorized Participant Unallocated
Account to the Fund Unallocated Account and the Administrator will
direct the Depository Trust Company (``DTC'') to credit the number of
Creation Units ordered to the Authorized Participant's DTC account. The
expense and risk of delivery, ownership and safekeeping of Gold until
such Gold has been received by the Fund will be borne solely by the
Authorized Participant. If Gold is to be delivered other than as
described above, the Sponsor is authorized to establish such procedures
and to appoint such custodians and establish such custody accounts as
the Sponsor determines to be desirable.
    Acting on standing instructions given by the Fund, the Custodian
will transfer the Gold deposit amount from the Fund Unallocated Account
to the Fund's allocated account by allocating to the allocated account
specific bars of Gold which the Custodian holds or instructing a sub-
custodian to allocate specific bars of Gold held by or for the sub-
custodian. The Gold bars in an allocated Gold account are specific to
that account and are identified by a list which shows, for each Gold
bar, the refiner, assay or fineness, serial number and gross and fine
weight. Gold held in the Fund's allocated account is the property of
the Fund and is not traded, leased or loaned under any circumstances.
    The Custodian will use commercially reasonable efforts to complete
the transfer of Gold to the Fund's allocated account prior to the time
by which the Administrator is to credit the Creation Unit to the
Authorized Participant's DTC account; if, however, such transfers have
not been completed by such time, the number of Creation Units ordered
will be delivered against receipt of the Gold deposit amount in the
Fund's unallocated account, and all Shareholders will be exposed to the
risks of unallocated Gold to the extent of that Gold deposit amount
until the Custodian completes the allocation process.
    The Fund has the right, but not the obligation, to reject a
purchase order if (i) the order is not in proper form as described in
the Participant Agreement, (ii) the fulfillment of the order, in the
opinion of its counsel, might be unlawful, (iii) if the Fund determines
that acceptance of the order from an Authorized Participant would
expose the Fund to credit risk; or (iv) circumstances outside the
control of the Administrator, the Sponsor or the Custodian make the
purchase, for all practical purposes, not feasible to process.
Redemption Procedures--Authorized Participants
    The procedures by which an Authorized Participant can redeem one or
more Creation Units mirror the procedures for the creation of Creation
Units. On any Business Day, an Authorized Participant may place an
order with the Fund to redeem one or more Creation Units. Redemption
orders must be placed by 5:30 p.m. ET. A redemption order so received
is effective on the date it is received in satisfactory form by the
Fund. An Authorized Participant may be required to pay a transaction
fee per order to create or redeem Creation Units as will be set forth
in the Registration Statement.
    The redemption distribution from the Fund consists of a credit in
the amount of the Creation Unit Gold Delivery Amount to the Authorized
Participant Unallocated Account of the redeeming Authorized
Participant. The Creation Unit Delivery Amount for redemptions is the
number of ounces of Gold held by the Fund associated with the Shares
being redeemed plus, or minus, the cash redemption amount (if any). The
Sponsor anticipates that in the ordinary course of the Fund's
operations there will be no cash distributions made to Authorized
Participants upon redemptions. In addition, because the Gold to be paid
out in connection with the redemption order will decrease the amount of
Gold subject to the Gold Delivery Agreement, the Creation Unit Gold
Delivery Amount reflects the cost to the Gold Delivery Provider of
resizing (i.e., decreasing) its positions so that it can fulfill its
obligations under the Gold Delivery Agreement.
    The redemption distribution due from the Fund is delivered to the
Authorized Participant on the third Business Day following the
redemption order date if, by 10:00 a.m. ET on such third Business Day,
the Fund's DTC account has been credited with the Creation Units to be
redeemed. If the Administrator's DTC account has not been credited with
all of the Creation Units to be redeemed by such time, the redemption
distribution is delivered to the extent of whole Creation Units
received. Any remainder of the redemption distribution is delivered on
the next Business Day to the extent of remaining whole Creation Units
received if the Administrator receives the fee applicable to the
extension of the redemption distribution date which the Administrator
may, from time to time, determine and the remaining Creation Units to
be redeemed are credited to the Administrator's DTC account by 10:00
a.m. ET on such next Business Day. Any further outstanding amount of
the redemption order will be cancelled. The Administrator is also
authorized to deliver the redemption distribution notwithstanding that
the Creation Units to be redeemed are not credited to the
Administrator's DTC account by 10:00 a.m. ET on the third Business Day
following the redemption order date if the Authorized Participant has
collateralized its obligation to deliver the Creation Units through
DTC's book entry system on such terms as the Sponsor and the
Administrator may from time to time agree upon.
    The Custodian transfers the redemption Gold amount from the Fund's
allocated account to the Fund's unallocated account and, thereafter, to
the redeeming Authorized Participant's Authorized Participant
Unallocated Account.
    The Fund may, in its discretion, suspend the right of redemption,
or postpone the redemption settlement date: (1) For any period during
which NYSE Arca is closed other than customary weekend or holiday
closings, or trading on NYSE Arca is suspended or restricted, (2) for
any period during which an emergency exists as a result of which
delivery, disposal or evaluation of Gold is not reasonably practicable,
or (3) such other period as the Sponsor determines to be necessary for
the protection of the Shareholders, such as during the occurrence of a
Market Disruption Event or Extraordinary Event based on the Gold Price.
    The Fund has the right, but not the obligation, to reject a
redemption order if (i) the order is not in proper form as described in
the Participant Agreement, (ii) the fulfillment of the order, in the
opinion of its counsel, might be unlawful, (iii) if the Fund determines
that acceptance of the order from an Authorized Participant would
expose the Fund to credit risk; or (iv) circumstances outside the
control of the

Administrator, the Sponsor or the Custodian make the redemption, for
all practical purposes, not feasible to process.
Secondary Market Trading
    While the Fund's investment objective is for the Shares to reflect
the performance of Gold bullion in terms of the Reference Currencies
reflected in the Index, less the expenses of the Fund, the Shares may
trade in the secondary market at prices that are lower or higher
relative to their NAV per Share. The amount of the discount or premium
in the trading price relative to the NAV per Share may be influenced by
non-concurrent trading hours between the NYSE Arca and the COMEX,
London, Zurich and Singapore. While the Shares will trade on NYSE Arca
until 8:00 p.m. ET, liquidity in the global gold market will be reduced
after the close of the COMEX at 1:30 p.m. ET. As a result, during this
time, trading spreads, and the resulting premium or discount, on the
Shares may widen.
    The Adviser represents that market makers in the Shares will be
able to efficiently hedge their positions through use of spot gold
transactions and spot currency transactions in Reference Currencies
comprising the FX Basket. Transactions in spot gold and spot currencies
during the Exchange's Core Trading Session (9:30 a.m. to 4:00 p.m. ET)
take place in a highly liquid market; such transactions that hedge the
market makers' positions in Shares are expected to facilitate the
market maker's ability to trade Shares at a price that is not at a
material discount or premium to NAV.
Fund Expenses
    The Sponsor will receive an annual fee equal to 0.33% of the daily
NAV of the Fund. In return the Sponsor will be responsible for the
payment of the ordinary fees and expenses of the Fund, including the
Administrator's fee, the Custodian's fee, and the Index Provider's fee.
This will be the case regardless of whether the ordinary expenses of
the Fund exceed 0.33% of the daily NAV of the Fund. In addition, the
Fund will pay the Gold Delivery Provider an annual fee of 0.17% of the
daily NAV, so that the Fund's total annual expense ratio will be equal
to 0.50%. The Sponsor's fee and payment to the Gold Delivery Provider
are expected to be the only ordinary recurring expenses of the Fund.
Availability of Information Regarding Gold and Reference Currency
Prices
    Currently, the Consolidated Tape Plan does not provide for
dissemination of the spot price of a commodity, such as gold, or the
spot price of the Reference Currencies, 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 currency
prices and gold and currency markets 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 and pricing information
for the Reference Currencies 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 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.
    In addition, Reuters and Bloomberg, for example, provide at no
charge on their Web sites delayed information regarding the spot price
of each Reference Currency, as well as information about news and
developments in the currency markets. Reuters and Bloomberg also offer
a professional service to subscribers for a fee that provides
information on currency transactions directly from market participants.
Complete real-time data for currency transactions are available by
subscription from Reuters and Bloomberg. There are a variety of other
public Web sites providing information about the Reference Currencies
and currency transactions, ranging from those specializing in currency
trading to sites maintained by major newspapers.
Availability of Information
    The Fund's Web site (www.spdrgoldshares.com) will provide an
intraday indicative value (``IIV'') per Share for the Shares updated
every 15 seconds, as calculated by the Exchange or a third party
financial data provider during the Exchange's Core Trading Session
(9:30 a.m. to 4:00 p.m. ET). The IIV will be calculated based on the
amount of Gold held by the Fund and (i) a price of Gold derived from
updated bids and offers indicative of the spot price of Gold, and (ii)
intra-day exchange rates for each Reference Currency against the U.S.
dollar.\40\ The Fund's Web site will also provide the Creation Basket
Deposit and the NAV of the Fund as calculated each Business Day by the
Administrator.
---------------------------------------------------------------------------

    \40\ The IIV on a per Share basis disseminated during the Core
Trading Session should not be viewed as a real-time update of the
NAV, which is calculated once a day.
---------------------------------------------------------------------------

    In addition, the Web site for the Fund will contain the following
information, on a per Share basis, for the Fund: (a) The mid-point of
the bid-ask price \41\ 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 Fund will also provide the Fund's prospectus, as
well as the two most recent reports to stockholders. Finally, the Fund
Web site will provide the last sale price of the Shares as traded in
the U.S. market. In addition, the Exchange will make available over the
Consolidated Tape quotation information, trading volume, closing prices
and NAV for the Shares from the previous day. The Index value will be
calculated daily using the daily LBMA Gold Price AM and the Spot Rate
as of 9:00 a.m., London time. The Index value will be available from
one or more major market data vendors and will be available during the
Exchange's Core Trading Session.
---------------------------------------------------------------------------

    \41\ The bid-ask price of the Shares will be determined using
the highest bid and lowest offer on the Consolidated Tape as of the
time of calculation of the closing day NAV.
---------------------------------------------------------------------------

Criteria for Initial and Continued Listing
    The Fund will be subject to the criteria in NYSE Arca Equities Rule
8.201(e) for initial and continued listing of the Shares.
    A minimum of 100,000 Shares will be required to be outstanding at
the start of trading. The minimum number of shares required to be
outstanding is comparable to requirements that have been applied to
previously listed shares of the Sprott Physical Gold Trust, ETFS
Trusts, streetTRACKS Gold Trust, the iShares COMEX Gold Trust, and the

iShares Silver Trust. The Exchange believes that the anticipated
minimum number of Shares outstanding at the start of trading is
sufficient to provide adequate market liquidity.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Fund subject to the Exchange's existing rules
governing the trading of equity securities. Trading in the Shares on
the Exchange will occur in accordance with NYSE Arca Equities Rule
7.34(a). The Exchange has appropriate rules to facilitate transactions
in the Shares during all trading sessions. As provided in NYSE Arca
Equities Rule 7.6, Commentary .03, the minimum price variation
(``MPV'') for quoting and entry of orders in equity securities traded
on the NYSE Arca Marketplace is $0.01, with the exception of securities
that are priced less than $1.00 for which the MPV for order entry is
$0.0001.
    Further, NYSE Arca Equities Rule 8.201 sets forth certain
restrictions on ETP Holders acting as registered market makers in the
Shares to facilitate surveillance. Rule 8.201(g) requires that a market
maker in Commodity-Based Trust Shares must file with the Exchange in a
manner prescribed by the Exchange and keep current a list identifying
all accounts for trading in an underlying commodity, related commodity
futures or options on commodity futures, or any other related commodity
derivatives, which the market maker may have or over which it may
exercise investment discretion. Such rule provides further that no
market maker shall trade in an underlying commodity, or options on
commodity futures, or any other related commodity derivatives, in an
account in which a market maker, directly or indirectly, controls
trading activities, or has a direct interest in the profits or losses
thereof, which has not been reported to the Exchange as required by
such rule. The Exchange proposes to amend Rule 8.201(g) to state that
an ETP Holder acting as a registered market maker in Commodity-Based
Trust Shares with no exposure to a non-U.S. currency or currencies must
file with the Exchange in a manner prescribed by the Exchange and keep
current a list identifying all accounts for trading in an underlying
commodity, related commodity futures or options on commodity futures,
or any other related commodity derivatives, which the market maker may
have or over which it may exercise investment discretion. An ETP Holder
acting as a registered market maker in Commodity-Based Trust Shares
with exposure to one or more non-U.S. currencies (``Underlying FX'')
also must file with the Exchange, in a manner prescribed by the
Exchange, and keep current a list identifying all accounts for trading
in Underlying FX and derivatives overlying Underlying FX which the
market maker may have or over which it may exercise investment
discretion, as well as a list of all commodity and commodity-related
accounts referenced above. In addition, the proposed amended rule would
state that no market maker in Commodity-Based Trust Shares shall trade
in a commodity, Underlying FX or any related derivative in an account
that the market maker (1) directly or indirectly controls trading
activities or has a direct interest in the profits or losses thereof,
(2) is required by this rule to disclose to the Exchange, and (3) has
not reported to the Exchange. The last sentence of the first paragraph
of Rule 8.201(g) is proposed to be deleted as unnecessary in view of
the proposed amendment to such rule. The Exchange further proposes to
amend the second paragraph of Rule 8.201(g), which relates to books,
records or other information required to be made available to the
Exchange, to add applicable Underlying FX and Underlying FX derivatives
to the financial instruments that are subject to requirements of such
rule.
    Pursuant to NYSE Arca Equities Rule 8.201(g), an ETP Holder acting
as a registered market maker in the Shares is required to provide the
Exchange, upon request, with information relating to its trading in the
underlying commodity (e.g., gold), related futures or options on
futures, or any other related commodity derivatives. The Exchange
proposes to amend Rule 8.201(g) to add non-U.S. currency futures,
options on non-U.S. currency futures and other related currency
derivatives to the information that may be requested by the Exchange.
    With respect to issues of Commodity-Based Trust Shares for which
non-U.S. currency price changes may impact the NAV of the applicable
shares, such as the Shares, the Exchange believes the proposed
amendments to Rule 8.600(g) are appropriate in that a market maker may
find it necessary to use non-U.S. currencies or currency derivatives to
hedge positions in the underlying commodity. Therefore, to facilitate
Exchange surveillance, any such non-U.S. currency-related trading
activity should be in accounts reported to the Exchange, and books,
records or other information related to such activity should be made
available to the Exchange.
    The Exchange notes that, under NYSE Arca Equities Rule 10.2, in the
course of an investigation by the Exchange, the Exchange may request
from ETP Holders documentary materials and other information, including
trading records, regarding trading in currencies and currency
derivatives. In addition, Commentary .04 of NYSE Arca Equities Rule 6.3
requires an ETP Holder acting as a registered market maker, and its
affiliates, in the Shares to establish, maintain and enforce written
policies and procedures reasonably designed to prevent the misuse of
any material nonpublic information with respect to such products, any
components of the related products, any physical asset or commodity
underlying the product, applicable currencies, underlying indexes,
related futures or options on futures, and any related derivative
instruments (including the Shares).
    As a general matter, the Exchange has regulatory jurisdiction over
its ETP Holders and their associated persons, which include any person
or entity controlling an ETP Holder. A subsidiary or affiliate of an
ETP Holder that does business only in commodities or futures contracts
would not be subject to Exchange jurisdiction, but the Exchange could
obtain information regarding the activities of such subsidiary or
affiliate through surveillance sharing agreements with regulatory
organizations of which such subsidiary or affiliate is a member.
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares. Trading on the Exchange in the Shares may be
halted because of market conditions or for reasons that, in the view of
the Exchange, make trading in the Shares inadvisable. These may
include: (1) The extent to which conditions in the underlying gold
market have caused disruptions and/or lack of trading, or (2) whether
other unusual conditions or circumstances detrimental to the
maintenance of a fair and orderly market are present. In addition,
trading in Shares will be subject to trading halts caused by
extraordinary market volatility pursuant to the Exchange's ``circuit
breaker'' rule.\42\ 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, or the Index value. If
the interruption to the dissemination of the IIV or the Index value
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.
---------------------------------------------------------------------------

    \42\ See NYSE Arca Equities Rule 7.12.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing trading surveillances administered by the Exchange, as
well as cross-market surveillances administered by the Financial
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange,
which are designed to detect violations of Exchange rules and
applicable federal securities laws.\43\ 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.
---------------------------------------------------------------------------

    \43\ FINRA conducts cross-market surveillances on behalf of the
Exchange pursuant to a regulatory services agreement. The Exchange
is responsible for FINRA's performance under this regulatory
services agreement.
---------------------------------------------------------------------------

    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.\44\
---------------------------------------------------------------------------

    \44\ For a list of the current members of ISG, see
www.isgportal.org.
---------------------------------------------------------------------------

    Also, pursuant to NYSE Arca Equities Rule 8.201(g), the Exchange is
able to obtain information regarding trading in the Shares and the
underlying gold, gold futures contracts, options on gold futures, or
any other gold derivative, through ETP Holders acting as registered
market makers, in connection with such ETP Holders' proprietary or
customer trades through ETP Holders which they effect on any relevant
market.
    In addition, the Exchange 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
rules and surveillance procedures shall constitute continued listing
requirements for listing the Shares on the Exchange.
    The issuer has represented to the Exchange that it will advise the
Exchange of any failure by the Fund to comply with the continued
listing requirements, and, pursuant to its obligations under Section
19(g)(1) of the Exchange Act, the Exchange will monitor for compliance
with the continued listing requirements. If the Fund is not in
compliance with the applicable listing requirements, the Exchange will
commence delisting procedures under NYSE Arca Equities 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 Baskets (including noting that
Shares are not individually redeemable); (2) NYSE Arca Equities Rule
9.2(a), which imposes a duty of due diligence on its ETP Holders to
learn the essential facts relating to every customer prior to trading
the Shares; (3) how information regarding the 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 Fund. The Exchange
notes that investors purchasing Shares directly from the Fund (by
delivery of the Creation Basket Deposit) will receive a prospectus. ETP
Holders purchasing Shares from the Fund for resale to investors will
deliver a prospectus to such investors.
    In addition, the Information Bulletin will reference that the Fund
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 Exchange Act.
2. Statutory Basis
    The basis under the Exchange Act for this proposed rule change is
the requirement under Section 6(b)(5) \45\ 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.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    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. Under NYSE Arca Equities Rule 10.2, in the course of an
investigation by the Exchange, the Exchange may request from ETP
Holders documentary materials and other information, including trading
records, regarding trading in currencies and currency derivatives. With
respect to issues of Commodity-Based Trust Shares for which non-U.S.
currency price changes may impact the NAV of the applicable shares,
such as the Shares, the Exchange believes the proposed amendments to
Rule 8.600(g), as described above, are appropriate and in the public
interest in that such amendments will facilitate Exchange surveillance
of market makers' non-U.S.

currency-related trading activity. The last sentence of the first
paragraph of Rule 8.201(g) is proposed to be deleted as unnecessary in
view of the proposed amendment to such rule. The Exchange further
proposes to amend the second paragraph of Rule 8.201(g), which relates
to books, records or other information required to be made available to
the Exchange, to add applicable Underlying FX and Underlying FX
derivatives to the financial instruments that are subject to
requirements of such rule. In addition, Commentary .04 of NYSE Arca
Equities Rule 6.3 requires an ETP Holder acting as a registered market
maker, and its affiliates, in the Shares to establish, maintain and
enforce written policies and procedures reasonably designed to prevent
the misuse of any material nonpublic information with respect to such
products, any components of the related products, any physical asset or
commodity underlying the product, applicable currencies, underlying
indexes, related futures or options on futures, and any related
derivative instruments (including the Shares).
    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. 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 Fund'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 Fund will be published by the Sponsor on each day that
the NYSE Arca is open for regular trading and will be posted on the
Fund'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 Fund's
Web site will also provide the Fund's prospectus, as well as the two
most recent reports to stockholders. In addition, the Exchange will
make available over the Consolidated Tape quotation information,
trading volume, closing prices and NAV for the Shares from the previous
day.
    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 Exchange 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. Discussion and Commission Findings

    After careful review, the Commission finds that the Exchange's
proposed rule change to list and trade the Shares is consistent with
the Exchange Act and the rules and regulations thereunder applicable to
a national securities exchange.\46\ In particular, the Commission finds
that the proposal is consistent with Section 11A(a)(1)(C)(iii) of the
Exchange Act,\47\ 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. Quotation, last-sale,
trading volume, and closing price information for the Shares will be
available over the Consolidated Tape.
---------------------------------------------------------------------------

    \46\ 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).
    \47\ 15 U.S.C. 78k-1(a)(1)(C)(iii).
---------------------------------------------------------------------------

    Additionally, the Commission finds that the proposed rule change is
consistent with Section 6(b)(5) of the Exchange Act,\48\ 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 believes that the proposed rule change is reasonably
designed to promote fair disclosure of information that may be
necessary to price the Shares appropriately.
---------------------------------------------------------------------------

    \48\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Fund's Web site (www.spdrgoldshares.com) will provide an IIV
per Share, updated every 15 seconds, during the Exchange's Core Trading
Session. The Exchange states that the IIV will be widely disseminated
by one or more major market data vendors at least every 15 seconds
during the Core Trading Session. Additionally, the Fund will publish on
its Web site the Creation Basket Deposit and the NAV. \49\ The Index
value generally will be calculated daily, using the daily LBMA Gold
Price AM and the Spot Rate as of 9:00 a.m., London time, and it will be
available from one or more major market data vendors and will be
available during the Exchange's Core Trading Session. The Exchange
represents that the Index methodology is transparent, and that market
makers will recalculate an approximate Index value using reliable
intraday prices of gold and the relevant Index currencies to identify
arbitrage opportunities that present themselves during the Exchange's
Core Trading Session.\50\ The

Reference Currency Index values, which impact the NAV of the Fund,
generally would be calculated using the Spot Rate for each Reference
Currency. According to the Exchange, each Spot Rate would be calculated
using observable data from arms-length transactions ``where that data
is available and reflects sufficient liquidity.'' \51\ The Exchange
represents that WMR utilizes the same methodology to calculate the Spot
Rate as it does to calculate the NAV for certain issues of Currency
Trust Shares, the listing and trading of which the Commission
approved.\52\ The Commission believes that the markets for the
Reference Currencies (i.e., the euro, Japanese yen, British pound
sterling, Canadian dollar, Swedish krona and Swiss franc) and gold are
deep and liquid. For these reasons, and in light of the Exchange's
representations that the Index methodology is transparent,\53\ the
Commission presently has no reason to believe that the Index is
susceptible to manipulation.
---------------------------------------------------------------------------

    \49\ The Fund also will publish the following information on its
Web site: (1) The mid-point of the Bid/Ask Price, and a calculation
of the premium or discount of such price against such 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 Fund'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.
    \50\ See Amendment No. 3, supra note 9, at 13. The Exchange
states that there is a considerable amount of information about gold
and currency prices available on public Web sites and through
professional and subscription services. For example, according to
the Exchange, investors may obtain on a 24-hour basis gold pricing
information, as well as pricing information for the Reference
Currencies from various financial information service providers,
such as Reuters and Bloomberg. See id. at 24.
    \51\ See id. at 44.
    \52\ See note 34, supra.
    \53\ See note 50, supra, and accompanying text.
---------------------------------------------------------------------------

    The Commission also believes that the proposal 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. The Exchange may halt trading in the
Shares because of market conditions or for reasons that, in the view of
the Exchange, make trading in the Shares inadvisable including: (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. The Exchange will halt trading in the
Shares if the NAV is not calculated or disseminated daily.\54\ The
Exchange may halt trading during the day in which an interruption
occurs to the dissemination of the IIV or the Index value; if the
interruption to the dissemination of the IIV or the Index value
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.\55\
---------------------------------------------------------------------------

    \54\ See Amendment No. 3, supra note 9, at 28.
    \55\ See id.
---------------------------------------------------------------------------

    Further, the Commission believes that the Exchange's proposal to
expand the scope of NYSE Arca Equities Rule 8.201(g) is designed to
prevent manipulative acts and practices. As amended, the rule would
allow the Exchange to better monitor the Reference Currency positions
of market makers in the Shares to ensure that such market participants
do not use their positions as market makers to violate the requirements
of Exchange rules or applicable federal securities laws.\56\
---------------------------------------------------------------------------

    \56\ The Commission notes that Commentary .04 of NYSE Arca
Equities Rule 6.3 requires that an 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.
---------------------------------------------------------------------------

    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 Equities
Rule 8.201.\57\
---------------------------------------------------------------------------

    \57\ See Amendment No. 3, supra note 9, at 75.
---------------------------------------------------------------------------

    (2) The Exchange deems the Shares to be equity securities, and
therefore the Shares will be subject to the Exchange's existing rules
governing the trading of equity securities.
    (3) The Exchange has appropriate rules to facilitate transactions
in the Shares during all trading sessions.\58\
---------------------------------------------------------------------------

    \58\ See id. at 68.
---------------------------------------------------------------------------

    (4) The Exchange has a general policy prohibiting the distribution
of material, non-public information by its employees.\59\
---------------------------------------------------------------------------

    \59\ See id. at 29.
---------------------------------------------------------------------------

    (5) The Index Provider, which is not affiliated with a broker-
dealer, has adopted policies and procedures designed to prevent the
spread of material non-public information about the Index.\60\
---------------------------------------------------------------------------

    \60\ See id. at 9.
---------------------------------------------------------------------------

    (6) 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, and 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.\61\
---------------------------------------------------------------------------

    \61\ See id. at 72. FINRA conducts cross-market surveillances on
behalf of the Exchange pursuant to a regulatory services agreement.
The Exchange is responsible for FINRA's performance under this
regulatory services agreement.
---------------------------------------------------------------------------

    (7) 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.\62\
---------------------------------------------------------------------------

    \62\ See id. at 72-73.
---------------------------------------------------------------------------

    (8) Prior to the commencement of trading, the Exchange will inform
its ETP Holders in an Information Bulletin--the contents of which are
discussed above--of the special characteristics and risks associated
with trading the Shares.
    (9) All statements and representations made in the proposed rule
change regarding (a) the description of the portfolio, (b) limitations
on portfolio holdings or reference assets, or (c) the applicability of
Exchange rules and surveillance procedures constitute continued listing
requirements for listing the Shares on the Exchange.\63\
---------------------------------------------------------------------------

    \63\ See id. at 29.
---------------------------------------------------------------------------

    (10) The issuer has represented to the Exchange that it will advise
the Exchange of any failure by the Fund to comply with the continued
listing requirements, and, pursuant to its obligations under Section
19(g)(1) of the Exchange Act, the Exchange will monitor for compliance
with the continued listing requirements. If the Fund is not in
compliance with the applicable listing requirements, the Exchange will
commence delisting procedures under the NYSE Arca Equities Rule
5.5(m).\64\
---------------------------------------------------------------------------

    \64\ See id. The Commission notes that certain other proposals
for the listing and trading of exchange-traded products include a
representation that the exchange will ``surveil'' for compliance
with the continued listing requirements. See, e.g., Securities
Exchange Act Release No. 77499 (Apr. 1, 2016), 81 FR 20428 (April 7,
2016) (SR-BATS-2016-04). In the context of this representation, it
is the Commission's view that ``monitor'' and ``surveil'' both mean
ongoing oversight of the Fund's compliance with the continued
listing requirements. Therefore, the Commission does not view
``monitor'' as a more or less stringent obligation than ``surveil''
with respect to the continued listing requirements.
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    This approval order is based on all of the Exchange's
representations, including those set forth above and in Amendment No.
3, and the Exchange's description of the Fund.
    For the foregoing reasons, the Commission finds that the proposed
rule change is consistent with Section

6(b)(5) of the Exchange Act \65\ and the rules and regulations
thereunder applicable to a national securities exchange.
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    \65\ 15 U.S.C. 78f(b)(5).
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IV. Solicitation of Comments on Amendment No. 3

    Interested persons are invited to submit written data, views, and
arguments concerning whether Amendment No. 3 is consistent with the
Exchange Act. Comments may be submitted by any of the following
methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2016-84 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-2016-84. 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-2016-84 and should
be submitted on or before January 5, 2017.

V. Accelerated Approval of Proposed Rule Change as Modified by
Amendment No. 3

    The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 3, prior to the thirtieth day
after the date of publication of notice of the filing of Amendment No.
3 in the Federal Register. In Amendment No. 3, the Exchange (among
other things): (1) Provided additional information, which helped the
Commission conclude that the Index is not susceptible to manipulation;
and (2) expanded the scope of NYSE Arca Equities Rule 8.201(g) which,
as discussed above, appropriately tailors the rule to accommodate the
listing and trading of an issue of Commodity-Based Trust Shares that
overlies both a commodity and currencies. Accordingly, Amendment No. 3
helped the Commission find that the proposed listing and trading of the
Shares is consistent with the portion of Section 6(b)(5) of the
Exchange Act,\66\ which requires that the rules of a national
securities exchange must be designed to, among other things, prevent
fraudulent and manipulative acts and practices and, in general, to
protect investors and the public interest. Accordingly, the Commission
finds good cause, pursuant to Section 19(b)(2) of the Exchange Act,\67\
to approve the proposed rule change, as modified by Amendment No. 3, on
an accelerated basis.
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    \66\ 15 U.S.C. 78f(b)(5).
    \67\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\68\ that the proposed rule change (SR-NYSEArca-2016-84),
as modified by Amendment No. 3 be, and it hereby is, approved on an
accelerated basis.
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    \68\ Id.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\69\
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    \69\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2016-30081 Filed 12-14-16; 8:45 am]
 BILLING CODE 8011-01-P