[Federal Register Volume 82, Number 248 (Thursday, December 28, 2017)]
[Notices]
[Pages 61601-61608]
[FR Doc No: 2017-27993]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82372; File No. SR-NYSEArca-2017-140]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To List and Trade Shares of the Perth Mint
Physical Gold ETF Trust Under NYSE Arca Rule 8.201-E

December 21, 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 December 11, 2017, NYSE Arca, Inc. (the ``Exchange'' or
``NYSE Arca'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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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 Perth Mint
Physical Gold ETF Trust under NYSE Arca Rule 8.201-E. The proposed
change is available on the Exchange's website 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
Perth Mint Physical Gold ETF Trust (``Trust''), under NYSE Arca Rule
8.201-E.\4\ Under NYSE Arca Rule 8.201-E, the Exchange may propose to
list and/or trade pursuant to unlisted trading privileges (``UTP'')
``Commodity-Based Trust Shares''.\5\
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    \4\ On August 30, 2017, the Trust submitted to the Commission
its draft registration statement on Form S-1 (the ``Registration
Statement'') under the Securities Act of 1933 (15 U.S.C. 77a)
(``Securities Act''). The Jumpstart Our Business Startups Act,
enacted on April 5, 2012, added Section 6(e) to the Securities Act.
Section 6(e) of the Securities Act provides that an ``emerging
growth company'' may confidentially submit to the Commission a draft
registration statement for confidential, non-public review by the
Commission staff prior to public filing, provided that the initial
confidential submission and all amendments thereto shall be publicly
filed not later than 21 days before the date on which the issuer
conducts a road show, as such term is defined in Securities Act Rule
433(h)(4). An emerging growth company is defined in Section 2(a)(19)
of the Securities Act as an issuer with less than $1,000,000,000
total annual gross revenues during its most recently completed
fiscal year. The Trust meets the definition of an emerging growth
company and consequently has submitted its Form S-1 Registration
Statement on a confidential basis with the Commission.
    \5\ Commodity-Based Trust Shares are securities issued by a
trust that represents investors' discrete identifiable and undivided
beneficial ownership interest in the commodities deposited into the
Trust.
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    The Trust will not be registered as an investment company under the
Investment Company Act of 1940, as amended,\6\ and is not required to
register under such act. The Trust is not a commodity pool for purposes
of the Commodity Exchange Act, as amended.\7\
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    \6\ 15 U.S.C. 80a-1.
    \7\ 17 U.S.C. 1.
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    The sponsors of the Trust will be Gold Corporation (the ``Custodial
Sponsor'') and Exchange Traded Concepts, LLC (``ETC'' or the
``Administrative Sponsor'' and, together with the Custodial Sponsor,
the ``Sponsors''). Gold Corporation, doing business as the Perth Mint,
is a Western Australian Government owned statutory body corporate
established by the Gold Corporation Act 1987 (Western Australia). ETC
is an Oklahoma limited liability company majority owned by Cottonwood
ETF Holdings LLC. ETC is a registered investment adviser and provides
investment advisory services to domestic and international equity and
fixed income ETFs. The Trustee will be the Bank of New York Mellon (the
``Trustee''). Gold Corporation will also serve as custodian of the
Trust's gold bullion (in such capacity, the ``Custodian'').\8\
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    \8\ As Custodian of the Trust's gold bullion, Gold Corporation
will be responsible for the safekeeping of the Trust's gold and
supplying inventory information to the Trustee and the Sponsors. The
Custodian will also be responsible for facilitating the transfer of
gold in and out of the Trust and facilitating the shipment of
Physical Gold to Delivery Applicants. The Custodian will confirm the
deposit of gold into the Trust Unallocated Metal Account (as defined
herein) received from an Authorized Participant in exchange for
Baskets. The Custodian will promptly convert the deposit to
allocated Gold held in the Trust Allocated Metal Account. The
Custodian must allocate ownership of Physical Gold to the Trust such
that no amount of Gold remains standing for the benefit of the Trust
in the Trust Unallocated Metal Account at the Custodian's Close of
Business on each Business Day. In the event that the Custodian is
unable to fully effect such allocation by such time, it will use
reasonable efforts to cause such allocation as soon as possible. The
Custodian will safely store Physical Gold in its own vaulting
facilities and any other vaulting facility as approved by the
Custodian and utilize the services of its appointed secure
transportation provider at the risk of the Custodian. The Trust's
gold holdings are subject to periodic audits and, under the Custody
Agreement, the Custodian has agreed to permit auditors to access all
premises during normal business hours to examine the gold held for
the Trust and such records as they reasonably require.
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    The Commission has previously approved listing on the Exchange
under NYSE Arca Rule 5.2-E(j)(5) and 8.201-E of other precious metals
and gold-based commodity trusts, including GraniteShares Gold Trust;
\9\ VanEck Merk Gold Trust (formerly Merk Gold Trust); \10\ ETFS Gold
Trust,\11\ ETFS Platinum Trust \12\ and ETFS Palladium Trust
(collectively, the ``ETFS Trusts''); \13\ APMEX Physical-1 oz. Gold
Redeemable Trust; \14\ Sprott Gold Trust; \15\ SPDR Gold Trust
(formerly, streetTRACKS Gold Trust); iShares Silver Trust; \16\ iShares
COMEX Gold Trust,\17\ Long Dollar Gold Trust,\18\ and Euro Gold Trust,
Pound Gold Trust and Yen Gold Trust.\19\ Prior to their listing on the
Exchange, the Commission approved listing of the streetTRACKS Gold
Trust on the New York Stock Exchange (``NYSE'') \20\ and listing of
iShares COMEX Gold Trust and iShares Silver Trust on the American Stock
Exchange LLC. \21\ In addition, the Commission has approved trading of
the streetTRACKS Gold Trust and iShares Silver Trust on the Exchange
pursuant to UTP.\22\
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    \9\ Securities Exchange Act Release No. 81077 (July 5, 2017) 82
FR 32024 (July 11, 2017) (SR-NYSEArca-2017-55)
    \10\ Securities Exchange Act Release No. 71378 (January 23,
2014), 79 FR 4786 (January 29, 2014) (SR-NYSEArca-2013-137).
    \11\ Securities Exchange Act Release No. 59895 (May 8, 2009), 74
FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40).
    \12\ Securities Exchange Act Release No. 61219 (December 22,
2009), 74 FR 68886 (December 29, 2009) (SR-NYSEArca-2009-95).
    \13\ Securities Exchange Act Release No. 61220 (December 22,
2009), 74 FR 68895 (December 29, 2009) (SR-NYSEArca-2009-94).
    \14\ Securities Exchange Act Release No 66930 (May 7, 2012), 77
FR 27817 (May 11, 2012) (SR-NYSEArca-2012-18)
    \15\ Securities Exchange Act Release No. 61496 (February 4,
2010), 75 FR 6758 (February 10, 2010) (SR-NYSEArca-2009-113).
    \16\ 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)).
    \17\ 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 street TRACKS Gold Trust);
Securities Exchange Act Release No. 56041 (July 11, 2007), 72 FR
39114 (July 17, 2007) (SR-NYSEArca-2007-43) (order approving listing
on the Exchange of iShares COMEX Gold Trust).
    \18\ 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).
    \19\ See Securities Exchange Act Release No. 80840 (June 1,
2017), 82 FR 26534 (June 7, 2016) (SR-NYSEArca-2017-33).
    \20\ 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).
    \21\ 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).
    \22\ 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 Exchange represents that the Shares satisfy the requirements of
NYSE Arca Rule 8.201-E and thereby qualify for listing on the
Exchange.\23\
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    \23\ With respect to the application of Rule 10A-3 (17 CFR
240.10A-3) under the Act, the Trust relies on the exemption
contained in Rule 10A-3(c)(7).

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    The Trust's Objectives and Structure \24\
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    \24\ The description of the Trust's Objectives and Structure,
the Operation of the Gold Market, and the London Bullion Market
Association, are based, in part, on the Registration Statement. See
Ftnt. 4 supra.
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    The Trust's primary objective will be to provide investors with an
opportunity to invest in gold through the Shares, have the gold
securely stored by Gold Corporation and, if requested by an investor,
deliver Physical Gold \25\ to such investor in exchange for its
Shares.\26\
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    \25\ Physical Gold is defined as London Bars and all gold
products without numismatic value and having a gold purity of at
least 99.5% (including coins, cast bars and minted bars).
    \26\ According to the Registration Statement, the Trust does not
trade in gold futures contracts on COMEX or on any other futures
exchange. Because the Trust does not trade in gold futures contracts
on any futures exchange, the Trust is not regulated by the CFTC
under the Commodity Exchange Act as a ``commodity pool,'' and is not
operated by a CFTC-regulated commodity pool operator. Investors in
the Trust do not receive the regulatory protections afforded to
investors in regulated commodity pools, nor may COMEX or any futures
exchange enforce its rules with respect to the Trust's activities.
In addition, investors in the Trust do not benefit from the
protections afforded to investors in gold futures contracts on
regulated futures exchanges.
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    An additional objective of the Trust will be for the Shares to
reflect the performance of the price of gold less the expenses of the
Trust's operations. The Trust provides investors with a convenient and
cost efficient way to buy and hold gold through an exchange traded
security with the option to take delivery of the Physical Gold.
Although owning Shares will not be the exact equivalent of an
investment in gold, such Shares provide investors with an alternative
that allows a level of participation in the gold market through the
securities market.
    To meet its investment objectives and provide investors with an
opportunity to invest in gold through the Shares and to be able to take
delivery of Physical Gold in exchange for their Shares, the Sponsors
have structured the Trust as follows:
    Maintaining Allocated Gold. The Trust will hold its Physical Gold
in allocated form in the Trust Allocated Metal Account with the
Custodian. The Trust Allocated Metal Account will be used to hold
Physical Gold deposited with the Trust. The Physical Gold is held in a
segregated fashion in the name of the Trust, not commingled with other
depositor funds or assets. The Trust will have full title to the gold
with the Custodian holding it on the Trust's behalf. Each investor owns
a pro-rata share of the Trust, and as such holds pro-rata ownership of
the Trust assets, corresponding to the number of Shares held. Credits
or debits to the holding will be effected by physical movements of gold
to or from the Trust's physical holding. The Trust's gold holdings are
subject to periodic audits.
    Permitting Investors to Take Delivery of Physical Gold. Delivery
Applicants \27\ may surrender Shares to the Trust in exchange for the
supply of Physical Gold subject to any minimum dollar amount specified
by the Custodial Sponsor from time to time on the Trust's website. When
surrendering Shares to facilitate the supply of Physical Gold, the
Custodial Sponsor will require the submission of Shares that correspond
in net assets to the number of Fine Ounces contained in the Physical
Gold requested plus any applicable product premiums, and delivery fees
(together ``processing fees''). The number of Shares required for
submission will be provided by the Custodial Sponsor, inclusive of
processing fees, in a pre-populated Delivery Application.\28\
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    \27\ Delivery Applicant means a beneficial owner who is not an
Authorized Participant and wishes to surrender part or all of the
Shares he or she holds for the purpose of taking delivery of
Physical Gold.
    \28\ Delivery Application means a document in a form
satisfactory to the Custodian and as set forth herein that expresses
a Delivery Applicant's intention to surrender Shares on a Share
Submission Day in exchange for an amount of Gold on such Share
Submission Day.
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    Minimizing Cash Holdings. The Trust is committed to minimizing the
use of cash, keeping essentially all assets of the Trust in gold. The
Trust will not normally hold cash or any other assets besides gold.
    Government Guarantee. The Government Guarantee,\29\ applies to all
gold held by the Custodian, whether in the Trust Allocated Metal
Account,\30\ the Trust Unallocated Metal Account \31\ or in a Customer
Account, for the benefit of the Trust or a Delivery Applicant.
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    \29\ As noted supra, Gold Corporation, doing business as the
Perth Mint, is a Western Australian Government owned statutory body
corporate established by the Gold Corporation Act 1987 (Western
Australia) (the ``WA Act''). The Government Guarantee provided by
the State of Western Australia pursuant to Section 22 of the WA Act
provides (amongst other things) that the payment of the cash
equivalent of gold due, payable and deliverable by the Custodian
under the WA Act is guaranteed by the Treasurer of Western
Australia, in the name and on behalf of the Crown in the right of
the State of Western Australia.
    \30\ Trust Allocated Metal Account means the account maintained
for the Trust by the Custodian on an allocated basis pursuant to the
Trust Allocated Account Agreement for the purpose of holding
Physical Gold on behalf of the Trust.
    \31\ Trust Unallocated Metal Account means the account
maintained for the Trust by the Custodian on an unallocated basis
pursuant to the Trust Unallocated Metal Account Agreement.
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Operation of the Gold Market
    The global trade in gold consists of over-the-counter (``OTC'')
transactions in spot, forwards, and options and other derivatives,
together with exchange-traded futures and options.
    The OTC market trades on a continuous basis and accounts for most
global gold trading. Market makers and participants in the OTC market
trade with each other and their clients on a principal-to-principal
basis.
    The main centers of the OTC market are London, New York and Zurich.
Most OTC market trades are cleared through London. The LBMA plays an
important role in setting OTC gold trading industry standards.
Futures Exchanges
    Although the Trust will not invest in gold futures, information
about the gold futures market is relevant as such markets contribute
to, and provide evidence of, the liquidity of the overall market for
gold.
    The most significant gold futures exchange in the U.S. is COMEX,
operated by Commodities Exchange, Inc., a subsidiary of New York
Mercantile Exchange, Inc., and a subsidiary of the Chicago Mercantile
Exchange Group (the ``CME Group''). Other commodity exchanges include
the Tokyo Commodity Exchange (``TOCOM''), the Multi Commodity Exchange
Of India (``MCX''), the Shanghai Futures Exchange, ICE Futures US (the
``ICE''), and the Dubai Gold & Commodities Exchange.\32\
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    \32\ The CME Group and ICE Futures US are members of the
Intermarket Surveillance Group (``ISG'').
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The London Bullion Market Association (LBMA)
    The LBMA is a trade association that, among other duties, maintains
and publishes ``Good Delivery'' lists that establish a set of criteria
that a refiner and its gold must satisfy before being accepted for
trading. Although the market for Physical Gold is distributed globally,
most OTC market trades are cleared through London. The LBMA coordinates
the market for gold and 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 as well as the specifications to which a bar/ingot must adhere.
The LBMA also coordinates market clearing and

vaulting, and promotes good trading practices.
    ``Good Delivery'' is a list of specifications a bar or ingot must
meet to trade on the London gold markets. The standards for gold bars
meeting the ``London Good Delivery Lists'' are published in LBMA's
``The Good Delivery Rules for Gold and Silver Bars''.
    Gold is usually traded on the London market on a loco London basis.
This means the gold is physically held in vaults in London or is
transferred into accounts established in London. Payment upon
settlement and delivery of a loco London spot trade is usually in US
dollars, two business days after the trade date. Delivery of the gold
is either by physical delivery or through the LBMA clearing system to
an unallocated account.
Creation and Redemption of Shares by Authorized Participants
    The Trust will issue and redeem Baskets equal to a block of 100,000
Shares. The Trust issues and redeems Baskets only to Authorized
Participants. The creation and redemption of Baskets will only be made
in exchange for the delivery to the Trust or the distribution by the
Trust of the amount of gold represented by the Baskets being created or
redeemed, the amount of which will be based on the combined Fine Ounces
represented by the number of Shares included in the Baskets being
created or redeemed determined on the day the order to create or redeem
Baskets is properly received.
    Orders to create and redeem Baskets may be placed only by
Authorized Participants. An Authorized Participant must: (1) Be a
registered broker-dealer or other securities market participant, such
as a bank or other financial institution, which, but for an exclusion
from registration, would be required to register as a broker-dealer to
engage in securities transactions, (2) be a participant in DTC, and (3)
must have an agreement with the Custodian establishing an account or
have an existing account meeting the standards described herein.
    Gold is delivered to the Trust and distributed by the Trust through
credits and debits between Authorized Participants' accounts, the Trust
Unallocated Metal Account and the Trust Allocated Metal Account. When
the Trustee requests creation of a basket at an Authorized
Participant's request, the Authorized Participant will then transfer
gold to the Trust Unallocated Metal Account. Once that gold is received
in the Trust Unallocated Metal Account, the Custodian will then
allocate the gold to the Trust Allocated Metal Account where it will be
stored for safekeeping.
    All gold represented by a credit to any Authorized Participant's
unallocated account represents a right to receive Fine Ounces of gold.
London Bars must further conform to London Good Delivery Standards.
Creation Procedures--Authorized Participants
    On any business day, an Authorized Participant may place an order
with the Trustee to create one or more Baskets. For purposes of
processing both purchase and redemption orders, a ``business day''
means any day other than a day: (1) When the NYSE Arca is closed for
regular trading; or (2) if the order or other transaction requires the
receipt or delivery, or the confirmation of receipt or delivery, of
gold in the United Kingdom, Western Australia or in some other
jurisdiction on a particular day, (A) when banks are authorized to
close in the United Kingdom, Western Australia or in such other
jurisdiction or when the London gold market is closed or (B) when banks
in the United Kingdom, Western Australia or in such other jurisdiction
are, or the London gold market is, not open for a full business day and
the order or other transaction requires the execution or completion of
procedures which cannot be executed or completed by the close of the
business day. Purchase orders must be placed prior to the Order Cutoff
Time on any business day.\33\
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    \33\ ``Order Cutoff Time'' is defined, with respect to any
business day, as (i) 4:00 p.m. Eastern Time on such business day or
(ii) another time agreed to by the Sponsors and the Trustee as to
which the Administrative Sponsor has notified registered owners of
Shares and all existing Authorized Participants.
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Determination of Required Deposits

    The Trustee shall determine the Basket Gold Amount for each
Business Day, and each such determination thereof and the Trustee's
resolution of questions concerning the composition of the Basket Gold
Amount shall be final and binding on all persons interested in the
Trust. The initial Basket Gold Amount is 1,000 Fine Ounces of gold.
After the initial deposit of gold into the Trust, the Basket Gold
Amount for each Business Day shall be an amount of gold equal to:
[GRAPHIC] [TIFF OMITTED] TN28DE17.000

1. Where:

(a) = the total number of Fine Ounces of gold held in the Trust as
of the opening of business on such Business Day.
(b) = the number of Fine Ounces of gold equal in value to the
Trust's unpaid expense accrual as of the opening of business on such
Business Day
(c) = the total number of Shares outstanding as of the opening of
business on such Business Day
(d) = 1,000,000 (or other number of Shares in a Basket for such
Business Day).
Delivery of Required Deposits
    An Authorized Participant who places a purchase order is
responsible for crediting the Trust Unallocated Metal Account with the
required gold deposit amount by 9:00 a.m. London time on the third
business day following the purchase order date. No Shares will be
issued unless and until the Custodian has informed the Trustee that it
has credited to the Trust Allocated Metal Account at the Custodian the
corresponding amount of gold. Upon transfer of the gold deposit amount
to the Trust Allocated Metal Account, the Trustee will direct DTC to
credit the number of Baskets ordered to the Authorized Participant's
DTC account.
Redemption Procedures--Authorized Participants
    The procedures by which an Authorized Participant can redeem one or
more Baskets will mirror the procedures for the creation of Baskets. On
any business day, an Authorized Participant may place an order with the
Trustee to redeem one or more Baskets. Redemption orders must be placed
prior to the Order Cutoff Time on each business day the NYSE Arca is
open for regular trading (normally 9:30 a.m. Eastern Time). A
redemption order so received is effective on the date it is received in
satisfactory form by the Trustee. The redemption procedures allow only
Authorized Participants to redeem Baskets. An investor may not redeem
Baskets other than through an Authorized Participant.
    By placing a redemption order, an Authorized Participant agrees to
deliver the Baskets to be redeemed through DTC's book-entry system to
the Trust no later than the third business day following the effective
date of the redemption order.
    The redemption distribution from the Trust will consist of a credit
to the redeeming Authorized Participant's account representing the
amount of the gold held by the Trust evidenced by the Shares being
redeemed as of the date of the redemption order.

Delivery of Redemption Distribution
    The redemption distribution due from the Trust is delivered to the
Authorized Participant on the next following business day after the
Trustee's DTC account has been credited with the Baskets to be
redeemed.
    The Custodian will arrange for the redemption amount in gold to be
transferred from the Trust Allocated Metal Account to the Trust
Unallocated Metal Account, and thereafter, as necessary, to the
redeeming Authorized Participant's account.
Taking Delivery of Physical Gold--Delivery Applicants
    In exchange for its Shares, a Delivery Applicant \34\ will be
entitled to receive an amount of Physical Gold in return for such
Shares which the Delivery Applicant's broker-dealer submits his or her
Shares to the Trust in exchange for Physical Gold (the ``Share
Submission Day''). The number of Shares to be surrendered by a Delivery
Applicant and the corresponding amount of Gold received for such Shares
shall be specified by the Custodial Sponsor from time to time and
notified by the Custodial Sponsor to the Delivery Applicant in a
Delivery Application.
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    \34\ Delivery Applicant means a beneficial owner who is not an
Authorized Participant and wishes to surrender part or all of the
Shares he or she holds for the purpose of taking delivery of
Physical Gold.
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Delivery Application
    Investors interested in taking delivery of Physical Gold in
exchange for their Shares in the Trust must duly sign and submit the
Delivery Application to the Administrative Sponsor within three
Business Days of receipt of the Delivery ID (the Quotation Window). The
submission of a Delivery Application expresses the Delivery Applicant's
intention to surrender Shares on the Share Submission Day. The
Custodian may reject any Delivery Application.
    A Delivery Application will be available on the Trust's website.
Valuation of Gold and Computation of NAV
    On each business day that NYSE Arca is open for regular trading, as
promptly as practicable after 4:00 p.m., Eastern Time, the Trustee will
value the gold held by the Trust and will determine the Net Asset Value
of the Trust, as described below.
    The NAV of the Trust is the aggregate value of gold and other
assets, if any, of the Trust (other than any amounts credited to the
Trust's reserve account, if any) and cash, if any, less liabilities of
the Trust, which include estimated accrued but unpaid fees, expenses
and other liabilities.
    All gold is valued based on its Fine Ounce content, calculated by
multiplying the weight of gold by its purity; the same methodology is
applied independent of the type of gold held by the Trust. The Trustee
values the gold held by the Trust based on the afternoon LBMA Gold
Price, or the morning LBMA Gold Price, if such day's afternoon LBMA
Gold Price is not available. If no LBMA Gold Price is available for the
day, the Trustee will value the Trust's gold based on the most recently
announced afternoon LBMA Gold Price or morning LBMA Gold Price. If the
Custodial Sponsor determines that such price is inappropriate to use,
it shall identify an alternate basis for evaluation to be employed by
the Trustee. The Custodial Sponsor may instruct the Trustee to use a
different publicly available price which the Custodial Sponsor
determines to fairly represent the commercial value of the Trust's
gold. Once the value of gold has been determined, the Trustee will
subtract all estimated accrued but unpaid fees, expenses and other
liabilities of the Trust from the total value of gold and any other
assets of the Trust (other than any amounts credited to the Trust's
reserve account), including cash, if any. The resulting figure is the
NAV of the Trust. The Trustee will also determine the NAV per share by
dividing the NAV of the Trust by the number of the Shares outstanding
as of the close of trading on the NYSE Arca (which includes the net
number of any Shares deemed created or redeemed on such evaluation
day).\35\
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    \35\ The exchange of Shares to facilitate the delivery of
Physical Gold is subject to applicable product premiums and the
delivery fees associated with the transport of Physical Gold to
Delivery Applicants.
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Secondary Market Trading
    The Shares may trade in the secondary market on the NYSE Arca 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 and Zurich. While the Shares will
trade on the NYSE Arca until 4:00 p.m. Eastern Time, liquidity in the
global gold market may be reduced after the close of the major world
gold markets, including London, Zurich and COMEX, usually at 1:30 p.m.
Eastern Time. As a result, during this time, trading spreads and the
resulting premium or discount on the Shares may widen.
Availability of Information Regarding Gold
    Currently, the Consolidated Tape Plan does not provide for
dissemination of the spot price of a commodity such as gold over the
Consolidated Tape. However, there will be disseminated over the
Consolidated Tape the last sale price for the Shares, as is the case
for all equity securities traded on the Exchange (including exchange-
traded funds). In addition, there is a considerable amount of
information about gold and gold markets available on public websites
and through professional and subscription services.
    Investors may obtain gold pricing information on a 24-hour basis
based on the spot price for an ounce of gold from various financial
information service providers, such as Reuters and Bloomberg.
    Reuters and Bloomberg, for example, provide at no charge on their
websites 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 websites 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.
    Investors may obtain gold pricing information based on the spot
price for a Fine Ounce from various financial information service
providers. Current spot prices also are generally available with bid/
ask spreads from gold bullion dealers. In addition, the Trust's website
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 websites and other
information service providers. The NAV of the Trust will be published
by the Sponsor on each day that NYSE Arca is open for regular trading
and will be posted on the Trust's website.
Availability of Information
    The intraday indicative value (``IIV'') per Share for the Shares
will be disseminated by one or more major market data vendors. The IIV
will be calculated based on the amount of gold

held by the Trust and a price of gold derived from updated bids and
offers indicative of the spot price of gold.\36\
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    \36\ 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.
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    The website for the Trust will contain the following information,
on a per Share basis, for the Trust: (a) The mid-point of the bid-ask
price \37\ 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 website for the Trust will also provide the Trust's prospectus.
Finally, the Trust's website will provide the last sale price of the
Shares as traded in the U.S. market. In addition, information regarding
market price and trading volume of the Shares will be continually
available on a real-time basis throughout the day on brokers' computer
screens and other electronic services. Information regarding the
previous day's closing price and trading volume information for the
Shares will be published daily in the financial section of newspapers.
---------------------------------------------------------------------------

    \37\ 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.
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Criteria for Initial and Continued Listing
    The Trust will be subject to the criteria in NYSE Arca Rule 8.201-
E(e) for initial and continued listing of the Shares.
    A minimum 100,000 Shares will be required to be outstanding at the
start of trading. The Exchange believes that the anticipated minimum
number of Shares outstanding at the start of trading is sufficient to
provide adequate market liquidity.
Trading Rules
    The Exchange deems the Shares to be equity securities, thus
rendering trading in the Trust subject to the Exchange's existing rules
governing the trading of equity securities. Trading in the Shares on
the Exchange will occur in accordance with NYSE Arca Rule 7.34-E(a).
The Exchange has appropriate rules to facilitate transactions in the
Shares during all trading sessions. As provided in NYSE Arca Rule 7.6-
E, 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 Rule 8.201-E sets forth certain restrictions on
ETP Holders acting as registered Market Makers in the Shares to
facilitate surveillance. Under NYSE Arca Rule 8.201-E(g), an ETP Holder
acting as a registered Market Maker in the Shares is required to
provide the Exchange with information relating to its trading in the
underlying gold, related futures or options on futures, or any other
related derivatives. Commentary .04 of NYSE Arca Rule 6.3-E requires an
ETP Holder acting as a registered Market Maker, and its affiliates, in
the Shares to establish, maintain and enforce written policies and
procedures reasonably designed to prevent the misuse of any material
nonpublic information with respect to such products, any components of
the related products, any physical asset or commodity underlying the
product, applicable currencies, underlying indexes, related futures or
options on futures, and any related derivative instruments (including
the Shares).
    As a general matter, the Exchange has regulatory jurisdiction over
its ETP Holders and their associated persons, which include any person
or entity controlling an ETP Holder. A subsidiary or affiliate of an
ETP Holder that does business only in commodities or futures contracts
would not be subject to Exchange jurisdiction, but the Exchange could
obtain information regarding the activities of such subsidiary or
affiliate through surveillance sharing agreements with regulatory
organizations of which such subsidiary or affiliate is a member.
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares. Trading on the Exchange in the Shares may be
halted because of market conditions or for reasons that, in the view of
the Exchange, make trading in the Shares inadvisable. These may
include: (1) The extent to which conditions in the underlying gold
market have caused disruptions and/or lack of trading, or (2) whether
other unusual conditions or circumstances detrimental to the
maintenance of a fair and orderly market are present. In addition,
trading in Shares will be subject to trading halts caused by
extraordinary market volatility pursuant to the Exchange's ``circuit
breaker'' rule.\38\ The Exchange will halt trading in the Shares if the
NAV of the Trust is not calculated or disseminated daily. The Exchange
may halt trading during the day in which an interruption occurs to the
dissemination of the IIV, as described above. If the interruption to
the dissemination of the IIV persists past the trading day in which it
occurs, the Exchange will halt trading no later than the beginning of
the trading day following the interruption.
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    \38\ See NYSE Arca Rule 7.12-E.
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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.\39\ 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.
---------------------------------------------------------------------------

    \39\ 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.\40\
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    \40\ For a list of the current members of ISG, see
www.isgportal.org.
---------------------------------------------------------------------------

    Also, pursuant to NYSE Arca Rule 8.201-E(g), the Exchange is able
to obtain information regarding trading in the Shares and the
underlying gold, gold futures contracts, options on gold futures, or
any other gold derivative, through ETP Holders acting as registered
Market Makers, in connection

with such ETP Holders' proprietary or customer trades through ETP
Holders which they effect on any relevant market.
    In addition, the Exchange also has a general policy prohibiting the
distribution of material, non-public information by its employees.
    All statements and representations made in this filing regarding
(a) the description of the portfolio, (b) limitations on portfolio
holdings or reference assets, or (c) the applicability of Exchange
listing rules specified in this rule filing shall constitute continued
listing requirements for listing the Shares of the Trust on the
Exchange.
    The issuer has represented to the Exchange that it will advise the
Exchange of any failure by the Trust to comply with the continued
listing requirements, and, pursuant to its obligations under Section
19(g)(1) of the Act, the Exchange will monitor for compliance with the
continued listing requirements. If the Trust is not in compliance with
the applicable listing requirements, the Exchange will commence
delisting procedures under NYSE Arca Rule 5.5(m).
Information Bulletin
    Prior to the commencement of trading, the Exchange will inform its
ETP Holders in an Information Bulletin of the special characteristics
and risks associated with trading the Shares. Specifically, the
Information Bulletin will discuss the following: (1) The procedures for
purchases and redemptions of Shares in Baskets (including noting that
Shares are not individually redeemable); (2) NYSE Arca Rule 9.2-E(a),
which imposes a duty of due diligence on its ETP Holders to learn the
essential facts relating to every customer prior to trading the Shares;
(3) how information regarding the IIV is disseminated; (4) the
requirement that ETP Holders deliver a prospectus to investors
purchasing newly issued Shares prior to or concurrently with the
confirmation of a transaction; (5) the possibility that trading spreads
and the resulting premium or discount on the Shares may widen as a
result of reduced liquidity of gold trading during the Core and Late
Trading Sessions after the close of the major world gold markets; and
(6) trading information. For example, the Information Bulletin will
advise ETP Holders, prior to the commencement of trading, of the
prospectus delivery requirements applicable to the Trust. The Exchange
notes that investors purchasing Shares directly from the Trust (by
delivery of the Creation Basket Deposit) will receive a prospectus. ETP
Holders purchasing Shares from the Trust for resale to investors will
deliver a prospectus to such investors.
    In addition, the Information Bulletin will reference that the Trust
is subject to various fees and expenses as will be described in the
Registration Statement. The Information Bulletin will also reference
the fact that there is no regulated source of last sale information
regarding physical gold, that the Commission has no jurisdiction over
the trading of gold as a physical commodity, and that the CFTC has
regulatory jurisdiction over the trading of gold futures contracts and
options on gold futures contracts.
    The Information Bulletin will also discuss any relief, if granted,
by the Commission or the staff from any rules under the Act.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \41\ 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.
---------------------------------------------------------------------------

    \41\ 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 Rule 8.201-E. The
Exchange has in place surveillance procedures that are adequate to
properly monitor trading in the Shares in all trading sessions and to
deter and detect violations of Exchange rules and applicable federal
securities laws. The Exchange may obtain information via ISG from other
exchanges that are members of ISG or with which the Exchange has
entered into a comprehensive surveillance sharing agreement.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that there is a considerable amount of gold price and gold market
information available on public websites 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 Trust's website 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 websites and other information service providers.
The NAV of the Trust will be published by the Sponsor on each day that
NYSE Arca is open for regular trading and will be posted on the Trust's
website. The IIV relating to the Shares will be widely disseminated by
one or more major market data vendors at least every 15 seconds during
the Core Trading Session. In addition, the LBMA Gold Price is publicly
available at no charge at www.lbma.org.uk. The Trust's website will
also provide the Trust's prospectus, as well as the two most recent
reports to stockholders. In addition, information regarding market
price and trading volume of the Shares will be continually available on
a real-time basis throughout the day on brokers' computer screens and
other electronic services. Information regarding the previous day's
closing price and trading volume information for the Shares will be
published daily in the financial section of newspapers.
    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of exchange-traded product that will enhance
competition among market participants, to the benefit of investors and
the marketplace. As noted above, the Exchange has in place surveillance
procedures relating to trading in the Shares and may obtain information
via ISG from other exchanges that are members of ISG or with which the
Exchange has entered into a comprehensive surveillance sharing
agreement. In addition, as noted above, investors will have ready
access to information regarding gold pricing.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange believes the
proposed rule change will enhance competition by accommodating Exchange
trading of an additional exchange-traded product relating to physical
gold.

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

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

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

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

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-NYSEArca-2017-140 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-2017-140. 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 website (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 website 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. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSEArca-2017-140, and should be
submitted on or before January 18, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\42\
---------------------------------------------------------------------------

    \42\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-27993 Filed 12-27-17; 8:45 am]
 BILLING CODE 8011-01-P


[Federal Register: May 2, 2006 (Volume 71, Number 84)]
[Proposed Rules]
[Page 25802-25803]
[DOCID:fr02my06-23]

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ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 63

[EPA-R06-OAR-2005-TX-0034; FRL-8164-5]

National Emission Standards for Hazardous Air Pollutants;
Delegation of Authority to Texas

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

-----------------------------------------------------------------------

SUMMARY: The Texas Commission on Environmental Quality (TCEQ) has
submitted a request for receiving delegation of EPA authority for
implementation and enforcement of National Emission Standards for
Hazardous Air Pollutants (NESHAPs) for all sources (both part 70 and
non-part 70 sources). The requests apply to

certain NESHAPs promulgated by EPA, as adopted by TCEQ on May 25, 2005.
The delegation of authority under this action does not apply to sources
located in Indian Country. EPA is providing notice that proposes to
approve the delegation of certain NESHAPs to TDEQ.

DATES: Written comments must be received on or before June 1, 2006.

ADDRESSES: Comments may be mailed to Mr. Jeff Robinson, Air Permits
Section (6PD-R), Environmental Protection Agency, 1445 Ross Avenue,
Suite 1200, Dallas, Texas 75202-2733. Comments may also be submitted
electronically or through hand delivery/courier by following the
detailed instructions in the Addresses section of the direct final rule
located in the final rules section of the Federal Register.

FOR FURTHER INFORMATION CONTACT: Mr. Jeff Robinson, Air Permits
Section, Multimedia Planning and Permitting Division (6PD-R), U.S.
Environmental Protection Agency, Region 6, 1445 Ross Avenue, Suite 700,
Dallas, Texas 75202-2733, at<PHONE_NUMBER>, or at
<EMAIL_ADDRESS>

SUPPLEMENTARY INFORMATION: In the final rules section of this Federal
Register, EPA is approving TCEQ's request for delegation of authority
to implement and enforce certain NESHAPs for all sources (both part 70
and non-part 70 sources). TCEQ has adopted certain NESHAPs into Texas'
state regulations. In addition, EPA is waiving its notification
requirements so sources will only need to send notifications and
reports to TCEQ.
    The EPA is taking direct final action without prior proposal
because EPA views this as a noncontroversial action and anticipates no
adverse comments. A detailed rationale for this approval is set forth
in the preamble to the direct final rule. If no adverse comments are
received in response to this action rule, no further activity is
contemplated. If EPA receives adverse comments, the direct final rule
will be withdrawn, and all public comments received will be addressed
in a subsequent final rule based on this proposed rule. EPA will not
institute a second comment period on this action. Any parties
interested in commenting must do so at this time. Please note that if
EPA receives adverse comment on an amendment, paragraph, or section of
this rule and if that provision may be severed from the remainder of
the rule, EPA may adopt as final those provisions of the rule that are
not the subject of an adverse comment. For additional information, see
the direct final rule which is published in the Rules section of this
Federal Register.

    Authority: 42 U.S.C. 7412.

    Dated: April 24, 2006.
Richard E. Greene,
Regional Administrator, Region 6.
[FR Doc. 06-4113 Filed 5-1-06; 8:45 am]

BILLING CODE 6560-50-P