[Federal Register Volume 82, Number 74 (Wednesday, April 19, 2017)]
[Notices]
[Pages 18492-18502]
[FR Doc No: 2017-07877]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-80457; File No. SR-NYSEArca-2017-33]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To
List and Trade Shares of the Euro Gold Trust, Pound Gold Trust, and the
Yen Gold Trust Under NYSE Arca Equities Rule 8.201

April 13, 2017.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on March 31, 2017, NYSE Arca, Inc. (the ``Exchange'' or
``NYSE Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. On April 12, 2017, the Exchange filed Amendment No. 1 to
the proposal, which amended and replaced the proposed rule change in
its entirety. The Commission is publishing this notice to solicit
comments on the proposed rule change, as modified by Amendment No. 1,
from interested persons.
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    \1\ 15 U.S.C.78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to list and trade shares of the Euro Gold
Trust, Pound Gold Trust, and the Yen Gold Trust under NYSE Arca
Equities Rule 8.201. The proposed change is available on the Exchange's
Web site at www.nyse.com, at the principal office of the Exchange, and
at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the
Euro Gold Trust, Pound Gold Trust, and the Yen Gold Trust (each a
``Fund'' and, collectively, the ``Funds''), which are series of the
World Currency Gold Trust (``Trust''), under NYSE Arca Equities Rule
8.201.\4\ Under NYSE Arca Equities Rule 8.201, the Exchange may propose
to list and/or trade pursuant to unlisted trading privileges (``UTP'')
``Commodity-Based Trust Shares.'' \5\
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    \4\ On March 30, 2017, the Trust filed with the Commission its
initial registration statement on Form S-1 under the Securities Act
of 1933 (``1933 Act'') relating to the Funds (File No. 333-217041)
(``Registration Statement''). The description of the operation of
the Trust and the Funds herein is based, in part, on the
Registration Statement.
    \5\ 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 Funds will not be registered investment companies under the
Investment Company Act of 1940 \6\ and are not required to register
under such act.
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    \6\ 15 U.S.C. 80a-1.
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    The Sponsor of the Funds and the Trust will be WGC USA Asset

Management Company, LLC (the ``Sponsor'').\7\ BNY Mellon Asset
Servicing, a division of The Bank of New York Mellon (``BNYM''), will
be the Funds' administrator (``Administrator'') and transfer agent
(``Transfer Agent'') and will not be affiliated with the Trust, the
Funds or the Sponsor. BNYM will also serve as the custodian of the
Funds' cash, if any. HSBC Bank plc will be the custodian (the
``Custodian'') of the Funds' gold.
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    \7\ 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;
\8\ ETFS Gold Trust,\9\ ETFS Platinum Trust \10\ and ETFS Palladium
Trust (collectively, the ``ETFS Trusts''); \11\APMEX Physical-1 oz.
Gold Redeemable Trust; \12\ Sprott Gold Trust; \13\ SPDR Gold Trust
(formerly, streetTRACKS Gold Trust); iShares Silver Trust; \14\ iShares
COMEX Gold Trust; \15\ and Long Dollar Gold Trust.\16\ Prior to their
listing on the Exchange, the Commission approved listing of the
streetTRACKS Gold Trust on the New York Stock Exchange (``NYSE'') \17\
and listing of iShares COMEX Gold Trust and iShares Silver Trust on the
American Stock Exchange LLC.\18\ In addition, the Commission has
approved trading of the streetTRACKS Gold Trust and iShares Silver
Trust on the Exchange pursuant to UTP.\19\
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    \8\ Securities Exchange Act Release No. 71378 (January 23,
2014), 79 FR 4786 (January 29, 2014) (SR-NYSEArca-2013-137).
    \9\ Securities Exchange Act Release No. 59895 (May 8, 2009), 74
FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40).
    \10\ Securities Exchange Act Release No. 61219 (December 22,
2009), 74 FR 68886 (December 29, 2009) (SR-NYSEArca-2009-95).
    \11\ Securities Exchange Act Release No. 61220 (December 22,
2009), 74 FR 68895 (December 29, 2009) (SR-NYSEArca-2009-94).
    \12\ Securities Exchange Act Release No. 66930 (May 7, 2012), 77
FR 27817 (May 11, 2012) (SR-NYSEArca-2012-18).
    \13\ Securities Exchange Act Release No. 61496 (February 4,
2010), 75 FR 6758 (February 10, 2010) (SR-NYSEArca-2009-113).
    \14\ 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).
    \15\ 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).
    \16\ See Securities Exchange Act Release No. 79518 (December 9,
2016), 81 FR 90876 (December 15, 2016) (SR-NYSEArca-2016-84) (order
approving listing and trading of shares of the Long Dollar Gold
Trust).
    \17\ See Securities Exchange Act Release No. 50603 (October 28,
2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22) (order
approving listing of streetTRACKS Gold Trust on NYSE).
    \18\ 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).
    \19\ 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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    The Euro Gold Trust will be designed to track the performance of
the Solactive GLD[supreg] EUR Gold Index, less the expenses of the
Fund's operations. The Solactive GLD[supreg] EUR Gold Index seeks to
track the daily performance of a long position in physical gold (as
represented by the ``Gold Price'', as defined below) and a short
position in the Euro (i.e., a long U.S. dollar (``USD'') exposure
versus the Euro).
    The Pound Gold Trust will be designed to track the performance of
the Solactive GLD[supreg] GBP Gold Index, less the expenses of the
Fund's operations. The Solactive GLD[supreg] GBP Gold Index seeks to
track the daily performance of a long position in physical gold (as
represented by the Gold Price) and a short position in the British
Pound Sterling (i.e., a long USD exposure versus the British Pound
Sterling).
    The Yen Gold Trust will be designed to track the performance of the
Solactive GLD[supreg] JPY Gold Index, less the expenses of the Fund's
operations. The Solactive GLD[supreg] JPY Gold Index seeks to track the
daily performance of a long position in physical gold (as represented
by the Gold Price) and a short position in the Japanese Yen (i.e., a
long USD exposure versus the Japanese Yen). The Japanese Yen, the Euro
and the British Pound Sterling are referred to collectively herein as
the ``Reference Currencies''. Each of the Solactive GLD[supreg] EUR
Gold Index, Solactive GLD[supreg] GBP Gold Index, and Solactive
GLD[supreg] JPY Gold Index are referred to herein as an ``Index'' and,
collectively, as the ``Indexes''.
Operation of the Funds
    According to the Registration Statement, each Fund will be a
passive investment vehicle and will be designed to track the
performance of its Index regardless of: (i) The price of gold or the
corresponding Reference Currency; (ii) market conditions; and (iii)
whether the Index is increasing or decreasing in value. Each Fund's
holdings generally will consist entirely of ``Gold Bullion''.\20\
Substantially all of the Funds' Gold Bullion holdings are delivered by
``Authorized Participants'' (as described below) in exchange for Fund
Shares. The Funds will not hold their respective Reference Currencies.
The Funds generally will not hold USDs (except from time to time in
very limited amounts to pay Fund expenses). The Funds' Gold Bullion
holdings are not managed and the Funds do not have any investment
discretion.
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    \20\ Gold Bullion means (a) gold meeting the requirements of
``London Good Delivery Standards'' or (b) credit to an ``Unallocated
Account'' representing the right to receive 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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    Each Fund's net asset value (``NAV'') will go up or down each
Business Day \21\ based primarily on two factors. The first is the
change in the price of gold measured in USDs from the prior Business
Day. This drives the value of the Fund's Gold Bullion holdings measured
in USDs up (as gold prices increase) or down (as gold prices fall). The
second is the change in the value of the Fund's corresponding Reference
Currency against the USD from the prior Business Day. This drives the
value of the Fund's Gold Bullion holdings measured in the Reference
Currency up (when the value of the USD against the Reference Currency
increases) or down (when the value of the USD against the Reference
Currency declines). The value of gold and the Reference Currencies are
based on publicly available, transparent prices--for gold, the LBMA
Gold Price AM; for currencies, the WMR Fix.\22\
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    \21\ A Business Day with respect to the Funds is any day the
Exchange is open for business.
    \22\ The WMR Fix is the World Markets Company plc foreign
exchange benchmark rate.
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    Because each Fund generally holds only Gold Bullion (and not USDs
or its Reference Currency), the actual economic impact of changes in
the value of the Fund's Reference Currency against the USD from day to
day can be reflected in the Fund only by moving an amount of Gold
Bullion ounces of equivalent value into or out of the Fund on a daily
basis. Therefore, each Fund will seek to track the performance of its
Index by entering into a daily

transaction with the ``Gold Delivery Provider'' as described herein.
    As with the Indexes, Fund Shares are intended to increase in value
when the price of the Gold Bullion held by a Fund increases (as
measured by the Gold Price) and/or when the price of the USD increases
against the value of the Fund's corresponding Reference Currency. Fund
Shares are intended to decrease in value when the price of the Gold
Bullion held by a Fund decreases (as measured by the Gold Price) and/or
when the price of the USD declines against the value of the Fund's
corresponding Reference Currency. The net impact of these changes
determines the value of each Fund on a daily basis. Although investors
will purchase Shares of the Funds in USD, each Fund is designed to
provide investors with the economic effect of holding gold in terms of
the Fund's corresponding Reference Currency, rather than the USD.
Description of the Indexes
    Each Index is maintained and calculated by Solactive AG, the Index
Provider. The description of the strategy and methodology underlying
each Index is based on rules published by the Index Provider (the
``Index Rules'').
    Each 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. Each Index references certain assets (i.e., gold and one of
the Reference Currencies), the performance of which will be used as a
reference point for calculating the daily performance of the Index
(each, an ``Index Level''). Each Index seeks to track the daily
performance of a long position in physical gold and a short position in
its corresponding Reference Currency relative to USDs (i.e., a long USD
exposure versus the corresponding Reference Currency). If the Gold
Price (as defined below) increases and the corresponding Reference
Currency depreciates against the USD, each Index Level is intended to
increase. Conversely, if the Gold Price decreases and the corresponding
Reference Currency appreciates against the USD, each Index Level is
intended to decrease. In certain cases, the appreciation of the Gold
Price or the depreciation of a Reference Currency may be offset by the
appreciation of such Reference Currency or the depreciation of the Gold
Price, as applicable. The net impact of these changes determines each
Index Level on a daily basis.
    Rather than viewing an Index in terms of percentage weightings of
gold and the corresponding Reference Currency, it is more accurate to
view the Index as being weighted 100% in gold with an overlay of the
Reference Currency that essentially reflects how the gold is performing
in terms of the Reference Currency. Just as the gold price in terms of
U.S. dollars is not weighted partially in gold and partially in U.S.
dollars, an Index is not weighted partially in gold and partially in
the corresponding Reference Currency.
    According to the Registration Statement, the daily price of gold
generally is the primary driver of Index returns. Fluctuations in the
value of each Reference Currency has historically typically accounted
for less than 1% of the daily returns of the corresponding Index. Each
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 USDs 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 the ICE
Benchmark Administration Limited (``IBA'') and published by the 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.
    According to the Registration Statement, each Index reflects the
price of Gold in U.S. dollars adjusted by the price of its
corresponding Reference Currency (as specified above) against the U.S.
dollar. Each Index is designed to measure daily Gold Bullion returns as
though an investor had invested in Gold Bullion in terms of the
Reference Currency reflected in that Index. In general, each Index is
intended to increase in value when the price of gold (as measured by
the Gold Price) increases and/or when the value of the USD increases
against the value of the corresponding Reference Currency. In general,
each Index is intended to decrease in value when the price of gold (as
measured by the Gold Price) decreases and/or when the value of the USD
declines against the value of the corresponding Reference Currency. The
net impact of these changes determines the value of each Index on a
daily basis. Each Fund's Index is maintained and calculated by the
Index Provider.
    According to the Registration Statement, the daily price of gold in
USD generally is the primary driver of Index returns. Historically,
fluctuations in the price of each Reference Currency have accounted for
only a small portion of Index returns. Each Index is not designed to
reflect the price of spot trades in its corresponding Reference
Currency (which per market convention assume delivery of the Reference
Currency). Rather, each Index assumes that positions in its
corresponding Reference Currency are rolled forward and not physically
settled. The Index does this by approximating what would occur if spot-
next trades were entered into on each ``Index Business Day'' and closed
out on the next Index Business Day against spot transactions.\23\ Each
Index approximates the cost of entering into a spot-next trade by
linearly interpolating the cost of that trade based on the WM/Reuters
(``WMR'') ``SW--Spot Week (One Week)'' forward rates and a spot
transaction.\24\ The ``Spot Next Forward Points'' adjust the spot price
to reflect the cost of rolling Reference Currency positions.
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    \23\ 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 Reference
Currency pair.
    \24\ 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 International Organization of Securities
Commissions (IOSCO) Principles for Financial Benchmarks. See http://financial.thomsonreuters.com/content/dam/openweb/documents/pdf/financial/wm-reuters-iosco-principles-statement.pdf.
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Valuation of the Reference Currency in an Index
    Each Reference Currency is expressed in the corresponding Index in
terms of a number of foreign currency units relative to one USD (e.g.,
a number of Japanese Yen per one USD) or in terms of a number of USDs
per one unit of the reference currency (e.g., a number of USDs per one
Euro). In order to reflect currency returns and for purposes of
calculating each Index, each Index references the Spot Rate and Spot
Next Forward Points associated with its Reference Currency.
    A ``Spot Rate'' is the rate at which a Reference Currency can be
exchanged for USDs on an immediate basis, subject to the applicable
settlement cycle. In other words, if an investor wanted to convert USDs
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. The
following table sets forth the Reference Currencies (each of which is
measured against USDs), the applicable Reuters Page for each Spot Rate
referenced by the applicable Index and the market convention for
quoting such currency.

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         Reference currency                   Reuters page                 Market convention for quotation
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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.
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    Each Index generally references the Spot Rate for its Reference
Currency as of 9:00 a.m. London time, but may use different fixing
times for certain reasons as described in the Index Rules.
    According to the Registration Statement, the World Markets Company
plc (``WM'') provides an exchange rate service that publishes Spot
Rates at fixed times throughout the global trading day.\25\ 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.\26\
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    \25\ 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 Nos. 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);
79518 (December 9, 2016), 81 FR 90876 (December 15, 2016) (SR-
NYSEArca-2016-84) (order approving listing and trading of shares of
the Long Dollar Gold Trust).
    \26\ The Spot Rate is calculated by WMR using observable data
from arms-length transactions between buyers and sellers in the
applicable currency market.
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    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 to reflect liquidity at different times of day
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.
    In most spot currency transactions, settlement 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 into notional spot-next trades that are closed the next Index
Business Day against spot transactions, each Index is exposed to its
corresponding Reference Currency without having to take delivery of the
currency. Each 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.
    The following table sets forth the Reference Currencies (each of
which is measured against USDs) and the applicable Reuters Page for
each SW--Spot Week (One Week) forward rate referenced by each Index.

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            Reference currency                      Reuters page
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EUR/USD...................................  USDEURSWFIX=WM.
USD/JPY...................................  USDJPYSWFIX=WM.
GBP/USD...................................  USDGBPSWFIX=WM.
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    Each Index references the SW--Spot Week (One Week) forward rate for
its Reference Currency as of 9:00 a.m. London time.
    The Index Provider will publish the Index Levels (also referred to
herein as ``Index values'') as of each Index Business Day in accordance
with the Index Rules. If an Index Business Day is not a Publication
Day, the Index Provider will not publish the Index Levels and the Index
Provider will resume publishing the Index Levels on the immediately
following Publication Day, subject to the consequences of the
occurrence of a Market Disruption Event or Extraordinary Event. A
``Publication Day'' is any day that (a) is an Index Business Day and
(b) is not on a day on which a Market Disruption Event or Extraordinary
Event has occurred or is continuing.
The Gold Delivery Agreement
    Pursuant to the terms of the Gold Delivery Agreement, each Fund
will enter into a transaction to deliver Gold Bullion to, or receive
Gold Bullion from, the ``Gold Delivery Provider'' each Business Day''.
The amount of Gold Bullion transferred essentially will be equivalent
to the Fund's profit or loss as if the Fund had exchanged the
corresponding Reference Currency for USDs in an amount equal to the
Fund's holdings of Gold Bullion on such day. In general, if there is a
currency gain (i.e., the value of the USD against the corresponding
Reference Currency increases), the Fund will receive Gold Bullion.\27\
In general, if there is a currency loss (i.e., the value of the USD
against the corresponding Reference Currency decreases), the Fund will
deliver Gold Bullion. In this manner, the amount of Gold Bullion held
by a

Fund will be adjusted to reflect the daily change in the value of the
corresponding Reference Currency against the USD.\28\ The Gold Delivery
Agreement requires Gold Bullion ounces equal to the value of the ``Gold
Delivery Amount'' to be delivered to the custody account of a Fund or
the Gold Delivery Provider, as applicable. The fee that a 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. The Gold Delivery Amount is the amount of Gold Bullion
to be delivered into or out of a Fund on a daily basis to reflect price
movements in the Fund's corresponding Reference Currency against the
USD, calculated pursuant to the Gold Delivery Agreement.
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    \27\ The Gold Delivery Provider will not be affiliated with the
Trust, the Funds, the Sponsor, the Trustee, the Administrator, the
Transfer Agent, the Custodian or the Index Provider.
    \28\ 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 a Fund would neither deliver nor receive Gold Bullion
pursuant to the Gold Delivery Agreement.
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Market Disruption and Extraordinary Events
    From time to time, unexpected events may cause the calculation of
an Index and/or the operation of a 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 with respect to a Fund generally include
disruptions in the trading of gold or the Fund's Reference Currency,
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 Currency or
otherwise have a significant impact on the trading of gold or the
Reference Currency. 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 USDs 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. The complete definition of a Market Disruption
Event is set forth below.
    A ``Market Disruption Event'' with respect to a Fund occurs if
either an ``FX Disruption Event'' or a ``Gold Disruption Event''
occurs.
    An ``FX Disruption Event'' with respect to a Fund occurs if any of
the following exist on any Index Business Day with respect to the
Fund's Reference Currency:
    (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 Provider;
or
    (ii) the failure of Reuters to announce or publish the relevant
spot exchange rates for such Reference Currency; or
    (iii) any event or any condition that (I) results in a lack of
liquidity in the market for trading such 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 such 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'' with respect to a Fund 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 with respect to a Fund
for ten consecutive Index Business Days generally would be considered
an Extraordinary Event with respect to such Fund.
Consequences of a Market Disruption or Extraordinary Event
    On any Index Business Day in which a Market Disruption Event or
Extraordinary Event with respect to a Fund has occurred or is
continuing, the Index Provider generally will calculate a Fund's 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 the corresponding Reference Currency price is disrupted,
the Index will be calculated in the ordinary course except that the
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 the 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 with respect to a Fund has occurred and is continuing
for ten (10) 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 with respect to a Fund has occurred and is
continuing, the Index Provider shall be responsible for making any
decisions regarding the future composition of the applicable Index and
implement any necessary adjustments that might be required.
    If the LBMA Gold Price AM is unavailable during the occurrence of a
Market Disruption Event or Extraordinary Event with respect to a Fund,
a Fund will calculate NAV using the last published LBMA Gold Price AM.
The London Gold Bullion Market
    Although the market for physical gold is global, most OTC market
trades are cleared through London. In addition to coordinating market
activities, the LBMA acts as the principal point of contact between the
market and its regulators. A primary function of the LBMA is its
involvement in the promotion of refining standards by maintenance of
the ``London Good Delivery Lists,'' which are the lists of LBMA
accredited melters and assayers of gold. The LBMA also coordinates
market clearing and vaulting, promotes good trading practices and
develops standard documentation.
    The term ``loco London'' refers to gold bars physically held in
London that meet the specifications for weight, dimensions, fineness
(or purity), identifying marks (including the assay stamp of an LBMA
acceptable refiner) and appearance set forth in ``The Good Delivery
Rules for Gold and Silver Bars'' published by the LBMA. Gold bars
meeting these requirements are known as ``London Good Delivery Bars.''
All of the Gold Bullion will be London Good Delivery Bars meeting the
requirements of London Good Delivery Standards.
    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
    The LBMA Gold Price is determined twice each Business Day (10:30
a.m. and 3:00 p.m. London time) through an auction which provides
reference gold prices for that day's trading. The LBMA Gold Price was
initiated on March 20, 2015 and replaced the London PM Gold Fix. The
auction that determines the LBMA Gold Price is a physically settled,
electronic and tradeable auction, with the ability to settle trades in
U.S. dollars, euros or British pounds. The IBA provides the auction
platform and methodology as well as the overall administration and
governance for the LBMA Gold Price. Many long-term contracts are
expected to be priced on the basis of either the morning (AM) or
afternoon (PM) LBMA Gold Price, and many market participants are
expected to refer to one or the other of these prices when looking for
a basis for valuations.
    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 Financial Conduct Authority, or FCA, in the U.K. regulates the
LBMA Gold Price.
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 of a Fund on
each Business Day. The NAV of Shares of a Fund is 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 a Fund is calculated based on the
price of gold per ounce applied against the number of ounces of Gold
Bullion owned by the Fund. For purposes of calculating NAV, the number
of ounces of Gold Bullion (i) is adjusted up or down on a daily basis
to reflect the Gold Delivery Amount; and (ii) reflects the amount of
Gold Bullion delivered into (or out of) a Fund on a daily basis by
Authorized Participants creating and redeeming Shares. The number of
ounces of Gold Bullion held by a Fund is adjusted downward by the
Sponsor's fee and the expenses of the Gold Delivery Agreement.
    In determining a Fund's NAV, the Administrator generally will value
the Gold Bullion based on the LBMA Gold Price AM for an ounce of gold.
If no LBMA Gold Price AM is made on a particular evaluation day or if
the LBMA Gold Price PM has not been announced by 12:00 p.m. Eastern
time (``E.T.'') on a particular evaluation day (including a Business
Day that is not an Index Business Day), the next most recent LBMA Gold
Price AM 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. If the Sponsor determines that
such price is inappropriate to use, it shall identify an alternate
basis for evaluation of the Gold Bullion held by the 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. E.T.
    The NAV generally will be calculated as of 12:00 p.m. E.T. on any
Business Day. The Administrator will also determine the NAV per Share.
Creation and Redemption of Shares
    The Funds expect 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 a
Fund (or the distribution by a Fund in the case of redemptions) of the
amount of Gold Bullion and any cash, if any, represented by the
Creation Units being created or redeemed. The total amount of Gold
Bullion 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 Bullion required for
deposit with a Fund to create Shares is 1,000 ounces per Creation Unit.
The number of ounces of Gold Bullion 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 a 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 a 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 a Fund and distributed by a Fund in
unallocated form through credits and debits between an Authorized
Participant's unallocated account (``Authorized Participant Unallocated
Account'') and a Fund's unallocated account (``Fund Unallocated
Account'') (except for Gold Bullion 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 a Fund to create one or more Creation Units. Purchase orders must
be placed by 5:30 p.m., E.T. The day on which a Fund receives a valid
purchase order is the purchase order date. By placing a purchase order,
an Authorized Participant agrees to deposit Gold Bullion with a Fund,
or a combination of Gold Bullion and cash, if any, as described
below.\29\ Prior to the delivery of Creation Units for a purchase
order, the Authorized Participant must also have wired to a Fund the
non-refundable transaction fee due for the purchase order.
---------------------------------------------------------------------------

    \29\ The Sponsor anticipates that in the ordinary course of a
Fund's operations cash generally will not be part of any Creation
Unit.
---------------------------------------------------------------------------

    The total deposit of Gold Bullion (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 Bullion required to be delivered to a Fund by an
Authorized Participant in connection with a creation order for a single
Creation Unit.\30\ 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 Bullion associated with
Fund Shares on the Business Day after the day the creation order is
accepted. In addition, because the Gold Delivery Amount for a 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.
---------------------------------------------------------------------------

    \30\ 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 Bullion deposit amount by the end of the
third Business Day in London following the purchase order date. Upon
receipt of the Gold Bullion deposit amount, the Custodian, after
receiving appropriate instructions from the Authorized Participant and
a Fund, will transfer on the third Business Day following the purchase
order date the Gold Bullion deposit amount from the Authorized
Participant Unallocated Account to a 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 Bullion until such Gold Bullion has been
received by a Fund will be borne solely by the Authorized Participant.
If Gold Bullion 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 a Fund, the Custodian will
transfer the Gold Bullion deposit amount from a Fund Unallocated
Account to a Fund's allocated account by allocating to the allocated
account specific bars of Gold Bullion which the Custodian holds or
instructing a subcustodian to allocate specific bars of Gold held by or
for the subcustodian. The Gold Bullion bars in an allocated Gold
Bullion account are specific to that account and are identified by a
list which shows, for each Gold Bullion bar, the refiner, assay or
fineness, serial number and gross and fine weight. Gold Bullion held in
a Fund's allocated account is the property of a Fund and is not traded,
leased or loaned under any circumstances.
    The Custodian will use commercially reasonable efforts to complete
the transfer of Gold Bullion to a 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 Bullion deposit amount in
a Fund's unallocated account, and all Shareholders will be exposed to
the risks of unallocated Gold Bullion to the extent of that Gold
Bullion deposit amount until the

Custodian completes the allocation 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 a Fund to redeem one or more Creation Units. Redemption
orders must be placed by 5:30 p.m. E.T. A redemption order so received
is effective on the date it is received in satisfactory form by a 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.
    (a) The redemption distribution from a 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 Bullion held by a 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 a Fund's
operations there will be no cash distributions made to Authorized
Participants upon redemptions. In addition, because the Gold Bullion to
be paid out in connection with the redemption order will decrease the
amount of Gold Bullion 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 a Fund is delivered to the
Authorized Participant on the third Business Day following the
redemption order date if, by 10:00 a.m. E.T. on such third Business
Day, a 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. E.T. 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. E.T. 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 Bullion amount from a
Fund's allocated account to a Fund's unallocated account and,
thereafter, to the redeeming Authorized Participant's Authorized
Participant Unallocated Account.
Secondary Market Trading
    While a Fund's investment objective is for its Shares to reflect
the performance of Gold Bullion in terms of a Reference Currency
reflected in the applicable Index, less the expenses of a 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. E.T., liquidity in the global gold market
will be reduced after the close of the COMEX at 1:30 p.m. E.T. As a
result, during this time, trading spreads, and the resulting premium or
discount, on the Shares may widen.
    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.
Transactions in spot gold and spot currencies during the Exchange's
Core Trading Session (9:30 a.m. to 4:00 p.m. E.T.) 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.
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 Funds' Web site will provide an intraday indicative value
(``IIV'') per Share for the Shares updated every 15 seconds, as
calculated by the Exchange or a third party financial data provider
during the Exchange's Core Trading Session (9:30 a.m. to 4:00 p.m.
E.T.) 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.\31\ The Funds' Web
site will also provide the Creation Basket Deposit and the NAV of the
Fund as calculated each Business Day by the Administrator. The value
for each Index will be disseminated by one or more major market data
vendors each Index Business Day at approximately 6:00 a.m. E.T.
---------------------------------------------------------------------------

    \31\ 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 each Fund will contain the following
information, on a per Share basis, for the Fund: (a) The mid-point of
the bid-ask price \32\ 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 each Fund will also provide the Fund's prospectus, as
well as the two most recent reports to stockholders. Finally, the
Funds' 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.
---------------------------------------------------------------------------

    \32\ 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 Funds 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 Shares of the Funds 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.
    Under NYSE Arca Equities Rule 8.201(g), 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'') 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, 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. In addition to the existing obligations
under Exchange rules regarding the production of books and records, an
ETP Holder acting as a Market Maker in Commodity-Based Trust Shares
shall make available to the Exchange such books, records or other
information pertaining to transactions by such entity or registered or
non-registered employee affiliated with such entity for its or their
own accounts for trading the underlying physical commodity, related
commodity futures or options on commodity futures, applicable
Underlying FX, or any other related commodity or applicable Underlying
FX derivatives, as may be requested by 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. In addition,
trading in Shares will be subject to trading halts caused by
extraordinary market volatility pursuant to the Exchange's ``circuit
breaker'' rule.\33\ 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.
---------------------------------------------------------------------------

    \33\ 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.\34\ 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.
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    \34\ 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.
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    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.\35\
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    \35\ For a list of the current members of ISG, see
www.isgportal.org.
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    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, any
other gold derivative, applicable non-U.S. currencies or applicable
non-U.S. currency derivatives 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.
    All statements and representations made in this filing regarding
(a) the description of the portfolios of the Funds, (b) limitations on
portfolio holdings, or (c) the applicability of Exchange listing rules
specified in this rule filing 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 Funds to comply with the continued
listing requirements, and, pursuant to its obligations under Section
19(g)(1) of the Act, the Exchange will monitor for compliance with the
continued listing requirements. If a Fund is not in compliance with the
applicable listing requirements, the Exchange will commence delisting
procedures under NYSE Arca Equities Rule 5.5(m).
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
ETP Holders in an Information Bulletin of the special characteristics
and risks associated with trading the 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 a Fund. The Exchange
notes that investors purchasing Shares directly from a Fund (by
delivery of the Creation Basket Deposit) will receive a prospectus. ETP
Holders purchasing Shares from a Fund for resale to investors will
deliver a prospectus to such investors.
    In addition, the Information Bulletin will reference that a 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 Commodity
Futures Trading Commission has regulatory jurisdiction over the trading
of gold futures contracts and options on gold futures contracts.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \36\ that an exchange have rules that
are designed to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, to remove
impediments to, and perfect the mechanism of a free and open market
and, in general, to protect investors and the public interest. The
Exchange believes that the proposed rule change is designed to prevent
fraudulent and manipulative acts and practices in that the Shares will
be listed and traded on the Exchange pursuant to the initial and
continued listing criteria in NYSE Arca Equities Rule 8.201. The
Exchange has in place surveillance procedures that are adequate to
properly monitor trading in the Shares in all trading sessions and to
deter and detect violations of Exchange rules and applicable federal
securities laws. The Exchange may obtain information via ISG from other
exchanges that are members of ISG or with which the Exchange has
entered into a comprehensive surveillance sharing agreement. 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).
---------------------------------------------------------------------------

    \36\ 15 U.S.C. 78f(b)(5).
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    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 Funds' 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 Funds will be published by the Sponsor on each day that
the NYSE Arca is open for regular trading and will be posted on the
Funds' 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 Funds'
Web site will also provide the Funds' 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 Act. The Exchange believes the
proposed rule change will enhance competition by accommodating Exchange
trading of an additional exchange-traded product relating to physical
gold.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as modified by Amendment No. 1, is consistent with the Act.
Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-NYSEArca-2017-33 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2017-33. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available
for inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File Number SR-NYSEArca-2017-33, and should
be submitted on or before May 10, 2017.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\37\
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    \37\ 17 CFR 200.30-3(a)(12).
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Brent J. Fields,
Secretary.
[FR Doc. 2017-07877 Filed 4-18-17; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: March 15, 2006 (Volume 71, Number 50)]
[Notices]
[Page 13371]
[DOCID:fr15mr06-83]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. RP06-254-000]

Northern Border Pipeline Company; Notice of Tariff Filing

March 8, 2006.
    Take notice that on February 27, 2006, Northern Border Pipeline
Company (Northern Border) tendered for filing to become part of its
FERC Gas Tariff, First Revised Volume No. 1, Eleventh Revised Sheet No.
99A, to become effective April 1, 2006.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211 and 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed in accordance with the provisions of
Section 154.210 of the Commission's regulations (18 CFR 154.210).
Anyone filing an intervention or protest must serve a copy of that
document on the Applicant. Anyone filing an intervention or protest on
or before the intervention or protest date need not serve motions to
intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://www.ferc.gov.
 Persons unable to file electronically should submit an

original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.

Magalie R. Salas,
Secretary.
[FR Doc. E6-3677 Filed 3-14-06; 8:45 am]

BILLING CODE 6717-01-P