Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing of Proposed Rule Change To List and Trade Shares of the APMEX Physical-1 oz. Gold Redeemable Trust Pursuant to NYSE Arca Equities Rule 8.201, 17539-17548 [2012-7134]
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Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices
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 Section, 100 F Street NE.,
Washington, DC 20549, on official
business days between the hours of
10 a.m. and 3 p.m. Copies of such filings
will also be available for inspection and
copying at the principal office of ICE
Clear Europe and on ICE Clear Europe’s
Web site at https://www.theice.com/
publicdocs/regulatory_filings/ICE_
Clear_Europe_PAI_and_MTMM_
Proposed_Changes.pdf.
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–ICEEU–2012–05 and
should be submitted on or before April
16, 2012.
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.5
Kevin O’Neill,
Deputy Secretary.
[FR Doc. 2012–7204 Filed 3–23–12; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
of the most significant parts of such
statements.
[Release No. 34–66627; File No. SR–
NYSEARCA–2012–18]
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change To List and Trade Shares
of the APMEX Physical—1 oz. Gold
Redeemable Trust Pursuant to NYSE
Arca Equities Rule 8.201
March 20, 2012.
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 5,
2012, NYSE Arca, Inc. (the ‘‘Exchange’’
or ‘‘NYSE Arca’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the self-regulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The Exchange proposes to list and
trade shares of the APMEX Physical—1
oz. Gold Redeemable Trust (the ‘‘Trust’’)
pursuant to NYSE Arca Equities Rule
8.201. The text of the proposed rule
change is available at the Exchange, the
Commission’s Public Reference Room,
and www.nyse.com.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and the
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,
1 15
U.S.C.78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
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5 17
CFR 200.30–3(a)(12).
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1. Purpose
The Exchange proposes to list and
trade Units (‘‘Units’’) of the 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 The Commission has
previously approved listing on the
Exchange under NYSE Arca Equities
Rule 8.201 shares of the ETFS Gold
Trust 6, as well as the Sprott Physical
Gold Trust.7 In addition, the
Commission has approved listing on the
Exchange of streetTRACKS Gold Trust
and iShares COMEX Gold Trust.8 Prior
to their listing on the Exchange, the
Commission approved listing of the
streetTRACKS Gold Trust on the New
York Stock Exchange (‘‘NYSE’’) and
listing of iShares COMEX Gold Trust on
the American Stock Exchange LLC.9
4 See the Registration Statement for the Trust on
Form F–1, filed with the Commission on December
23, 2011 (No. 333–178745) (as amended, the
‘‘Registration Statement’’). The descriptions of the
Trust, the Units and the gold market contained
herein are 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.
6 Securities Exchange Act Release No. 59895 (May
8, 2009), 74 FR 22993 (May 15, 2009) (SR–
NYSEArca–2009–40).
7 Securities Exchange Act Release No. 61496
(February 4, 2010), 75 FR 6758 (February 10, 2010)
(SR–NYSEArca–2009–113).
8 See Securities Exchange Act Release Nos. 56224
(August 8, 2007), 72 FR 45850 (August 15, 2007)
(SR–NYSEArca-2007–76) (approving listing on the
Exchange of the streetTRACKS Gold Trust); 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).
9 See Securities Exchange Act Release Nos. 50603
(October 28, 2004), 69 FR 64614 (November 5, 2004)
(SR–NYSE–2004–22) (order approving listing of
streetTRACKS Gold Trust on NYSE); 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).
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APMEX Precious Metals Management
Services, Inc. is the manager of the Trust
(‘‘Manager’’),10 Computershare Trust
Company of Canada is the trustee of the
Trust (‘‘Trustee’’),11 and RBC Dexia
Investor Services (‘‘RBC Dexia’’) Trust is
the custodian of the Trust
(‘‘Custodian’’) 12 and the valuation agent
for the Trust (‘‘Valuation Agent’’).13
According to the Registration
Statement, the investment objective of
10 The Manager is a Delaware corporation and is
a wholly-owned subsidiary of Apmex, Inc.
(formerly known as American Precious Metals
Exchange, Inc.) (the ‘‘parent company’’). The parent
company is an Internet-based company that sells a
selection of precious metals in bar and coin form
to the public, primarily in the United States. The
Manager is responsible for the day-to-day activities
and administration of the Trust. The Manager
manages, or causes to be managed at the expense
of the Trust, the Trust pursuant to the management
agreement, as authorized under the amended and
restated trust agreement. Additional details
regarding the Manager are set forth in the
Registration Statement.
11 The Trustee is a trust company existing under
the federal laws of Canada. The Trustee holds title
to the Trust’s assets and has exclusive authority
over the assets and affairs of the Trust. The Trustee
has a fiduciary responsibility to act in the best
interest of the unitholders. Additional details
regarding the Trustee are set forth in the
Registration Statement.
12 RBC Dexia is a trust company existing under
the federal laws of Canada, and is a jointly-owned
subsidiary of the Royal Bank of Canada and Dexia
N.V./S.A. RBC Dexia is affiliated with a brokerdealer. RBC Dexia has represented to the Exchange
that it has put in place and will maintain the
appropriate information barriers and controls
between itself and the broker dealer affiliate so that
the broker dealer affiliate will not have access to
information concerning the composition and/or
changes to the Trust’s holdings that are not
available on the Trust’s Web site. The Custodian
will act as custodian for the assets that the Trust
owns and will appoint a gold custodian as subcustodian to hold the 1 oz. gold coins, as described
below. The Custodian is responsible for the
property of the Trust (cash, cash equivalents (as
described below) and gold coins) that the
Custodian, its affiliates or appointed sub-custodians
directly hold. The Bank of Nova Scotia, a subcustodian of RBC Dexia, will act as gold custodian
for the 1 oz. gold coins that the Trust owns. The
Custodian is responsible for and bears the risk of
loss of, and damage to, the Trust’s 1 oz. gold coins
that it deposits with the Bank of Nova Scotia (the
‘‘Gold Custodian’’), regardless of whether they are
actually in possession of the gold custodian, subject
to certain limitations based on events beyond the
control of the Custodian. The Manager, with the
consent of the Trustee, may determine to change the
custodial arrangements of the Trust. The Trust
represents that the agreement with the Custodian
does not limit the options the Custodian may use
for storage, although the Custodian must comply
with the law and regulations as promulgated by the
federal government of Canada and the Province of
Ontario. Currently, the Custodian has decided to
store the gold with the Bank of Nova Scotia which
bank attests that it meets all applicable legal and
regulatory requirements. Additional details
regarding the Custodian and the gold custodian are
set forth in the Registration Statement.
13 The Trust’s Valuation Agent will calculate the
value of the net assets of the Trust on a daily basis
and reconciles all purchases and redemptions of
Units to determine the net asset value (‘‘NAV’’), as
described further below.
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Jkt 226001
the Trust is to invest and hold
substantially all of its assets in 1 oz.
gold coins. The assets of the Trust will
consist of 1 oz. American Gold Eagle
bullion coins and 1 oz. Canadian Gold
Maple Leaf bullion coins, although the
Trust is also permitted to purchase 1 oz.
gold bullion bars and rounds. The Trust
seeks to provide a secure, convenient
and exchange-traded investment
alternative for investors interested in
holding 1 oz. gold coins. The Trust
believes that investing in 1 oz. gold
coins has several advantages over
investing in bullion, including (i) 1 oz.
gold coins contain a known quantity of
gold that is guaranteed by the
government issuing them, whereas gold
bullion has no such guarantee; (ii) it is
a crime to tamper with 1 oz. gold coins,
so those receiving them have more
confidence as to the amount of gold the
coin contains; (iii) because the amount
of gold contained in each unit is small
(1 oz.), redemptions for the underlying
precious metal can be done at lower
amounts than similar investments in
gold bullion; and (iv) if an investor
chooses to redeem the investor’s
interests in the Trust, the investor
would receive 1 oz. gold coins, the
value of which is known since the
precious metals it contains are of a
known and fixed quantity, as opposed
to bullion, the value of which would
have to be re-determined for the benefit
of a transferee when the investor wanted
to transfer it. The Trust does not
anticipate making regular cash
distributions to unitholders. The Trust
is neither an investment company
registered under the Investment
Company Act of 1940 14 nor a
commodity pool for purposes of the
Commodity Exchange Act.15
The Exchange represents that the
Units satisfy the requirements of NYSE
Arca Equities Rule 8.201 and thereby
qualify for listing on the Exchange.16
Operation of the Gold Bullion Market
According to the Registration
Statement, the global gold market is
influenced by several industries,
organizations and activities which may
be categorized as banking,
governmental, mining, manufacturing
and investment. For example:
• Multi-national bullion banks
provide a variety of bullion-related
products and services to the global gold
market, including physical purchases
14 15
U.S.C. 80a–1.
U.S.C. 1 [sic].
16 With respect to 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).
15 17
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and sales, gold leasing, hedging and
gold deposits.
• Governments, through central bank
activities for each nation, buy, sell and
hold gold reserves.
• Mining companies produce gold
directly and combine with other
companies that produce gold as a byproduct and companies that are scrap
merchants and gold recyclers to provide
a supply of gold.
• Manufacturers which use gold in
the process of making or constructing a
final product, including products in the
industrial community, electronic
products, dental applications and
jewelry, combine to provide demand for
gold.
• Investment activities of individuals,
corporations, pooled accounts, exchange
traded funds and other investment
oriented trading activity combine to
provide demand for gold.
Gold can be purchased in a physical
form in almost every country in the
world. The most popular forms of gold
ownership include coins, most
commonly in one ounce gold coins of a
known fineness, struck by sovereign
governments including the United
States, Canada, South Africa, Australia,
Austria and others, along with bars and
rounds also commonly containing one
ounce or less in a known or expressed
fineness, provided by major gold
refiners including Johnson & Matthey,
´
´
Produits Artistiques Metaux Precieux,
Credit Suisse and others. Physical gold
can be purchased in the United States
through most precious metal or coin
dealers and over the Internet, while in
Europe and other parts of the world,
purchases can also be made through
banks and other financial institutions.
Physical gold is paid at the time of
delivery and generally the prices track
the world price of gold directly plus a
small premium for manufacturing and
distribution costs. The owner of the gold
has a responsibility to store and insure
the gold, but that is at the discretion of
the owner. Private depositories and
bank safe deposit vaults are available for
annual fees.
Sources of gold supply include both
mine production and recycling of
existing previously mined gold. Gold
mine production constitutes the largest
portion of gold supplied into the market
annually. Gold scrap, from jewelry and
other manufactured products, is the
second largest source of annual gold
supply. Although many central banks
have recently been purchasing gold
rather than selling, central bank sales
have historically accounted for a
significant supply of gold coming into
the marketplace.
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Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices
Mine production includes gold
produced from a primary or a secondary
deposit. For the five years ended
December 31, 2010, gold from net
mining activity (gold from mining
producers less hedging by producers)
has been relatively stable at a level of
between approximately 2,031 metric
tons and approximately 2,686 metric
tons per year. Notwithstanding this
steady production, this supply
represents only approximately 58% to
63% of the total annual demand for
gold. During the seven quarters ended
September 30, 2011, with rising prices
and, accordingly, greater incentive for
mining, net mining activity is providing
from 57% to 75% of the total demand
for gold.
According to the Registration
Statement, central banks, as well as
other governmental agencies, have
historically retained gold as a strategic
asset. However, since 1989, the
governmental segment has been a net
seller of gold to the private sector until
the fourth quarter of 2010. For the five
years ended December 31, 2010, central
bank sales of gold have declined from
approximately 370 metric tons in 2006,
or approximately 10% of total annual
supply of 3,574 metric tons, turning to
negative supply, or otherwise a factor in
demand, to approximately 77 metric
tons in 2010, a significant turnaround
from a source of supply to a source of
demand. In the seven quarters ended
September 30, 2011, central bank sales
have provided a source of demand, not
a source of supply, except for the fourth
quarter of 2010, ranging from the
provision of demand of as much as
approximately 148 metric tons in the
third quarter of 2011, to a swing as a
source of supply of approximately 18
metric tons in the fourth quarter of
2010. Overall for 2010, central banks
provided a net of approximately 77
metric tons of demand, not supply, in
the global market.
According to the Registration
Statement, as a result of the swing from
net seller in 2006 to a net buyer in 2010,
these central banks have ceased
providing a supply of gold to the market
and have become a consumer of gold in
the market. This dramatic shift may
have significant impact on supply and
demand relationships in the future.
Industrial gold demand includes
production for electronic devices, dental
applications and other uses. Gold has
manufacturing properties that include
malleability, resistance to corrosion and
conductivity that make the metal ideal
for a variety of electronic components
such as smartphones and notebooks and
in emerging technology such as
nanoparticles. During the five years
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Jkt 226001
ended December 31, 2010, industrial
demand has been as high as 466 metric
tons per year to as low as 410 metric
tons per year and has represented as
much as 13% of total annual demand
and as low as 11% of total annual
demand. For the seven quarters ended
September 30, 2011, industrial demand
has increased from 114 metric tons in
the first quarter of 2010 to 120 metric
tons in the third quarter of 2011, with
a high of 120 metric tons in the third
quarters of 2010 and 2011.
Gold jewelry continues to be the
primary source of gold demand
worldwide, although in 2009,
institutional demand exceeded jewelry
demand. India is the most significant
market for gold jewelry demand
followed by China, the United States
and Saudi Arabia. For the five years
ended December 31, 2010, jewelry
demand has been between 50% and
69% of the total annual demand. For the
seven quarters ended September 30,
2011, jewelry demand has varied from
418 metric tons in the second quarter of
2010 to 558 metric tons in the first
quarter of 2011. As a portion of total
demand during the seven quarters
ended September 30, 2011, jewelry has
represented between 38% and 60% of
total demand.
Retail and institutional investment
demand includes government gold coin
production, medals and other coin and
bar production, gold bar hoarding,
increases in gold on deposit for
exchange traded funds and other gold
fund investments and other physical
investment demand. For the five years
ended December 31, 2010, investment
demand has grown from 830 metric tons
in 2006 to 1,518 metric tons in 2010.
During the seven quarters ended
September 30, 2011, investment
demand has fluctuated from 248 metric
tons in the first quarter of 2010 to a high
of 575 metric tons in the second quarter
of 2010. For the seven quarters ended
September 30, 2011, investment
demand has provided from 27% to 52%
of total demand.
Gold is traded around the world daily
on a 24 hour basis. Gold can be owned
directly or indirectly in several ways
and traded in several different markets
depending on the form of gold
ownership or rights to own the
underlying gold.
Determining Value of Gold Coins
According to the Registration
Statement, the Valuation Agent will
determine the fair market value of the 1
oz. American Gold Eagle bullion
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17541
coins 17 and the 1 oz. Canadian Gold
Maple Leaf bullion coins 18 by using the
closing price information provided by
Bloomberg Finance LP. The closing
price of each coin is separately
recognized by Bloomberg as COINGEAG
and COINGCML, respectively,
determined by the mid-point between
the high bid and low ask for that coin
on the applicable date.19 Bloomberg’s
quotations are based on information
provided by the Certified Coin
Exchange. The Certified Coin Exchange
is an electronic exchange for coins that
obtains bid and ask information from its
member dealers, of which there are
more than 500, that post over 100,000
bid and ask prices on a wide variety of
coins, including the 1 oz. American
Gold Eagle and the 1 oz. Canadian Gold
Maple Leaf, at a given time. To the
extent that the Trust holds 1 oz. gold
bars or rounds, the fair market value is
equal to the market value of 1 oz. of gold
in the current market, which the Trust
will obtain from Bloomberg.
1 oz. gold coins are manufactured and
distributed by the United States Mint
and the Royal Canadian Mint.20 Both of
these mints offer the 1 oz. gold coins at
a price equal to the value of 1 oz. of gold
plus a premium. The premium is a
percentage of the value of the then
applicable price of 1 oz. of gold, and
such amount is intended to cover the
cost of manufacturing and certain other
distribution costs. This premium is set
by the respective mints and generally
does not change substantially, although
17 The American Eagle Gold Bullion Coin was
authorized by the Bullion Coin Act of 1985 and
recorded under United States Code, Title 31,
Subtitle IV, Chapter 51, Subchapter II, Section 5112.
18 The Canadian Gold Maple Leaf is the official
gold bullion coin of Canada and is struck by the
Royal Canadian Mint and enabled under the Royal
Canadian Mint Act, Revised Statutes of Canada
1985, c.-R–9, as amended. The objectives of the
Royal Canadian Mint are ‘‘to mint coins in
anticipation of profit and to carry out other related
activities.’’ The Royal Canadian Mint has all the
powers of a natural person. The Royal Canadian
Mint is a Schedule III–Part II for profit Crown
corporation under the Financial Administration Act
and operates under the general direction of its
board of directors. The Royal Canadian Mint reports
to the Canadian Parliament through the Minister of
Transport, Infrastructure and Communities.
19 Information relating to gold coin prices is
updated by Bloomberg each business day as of 4:30
p.m. Eastern time.
20 According to the Registration Statement, the
American Gold Eagle and the Canadian Gold Maple
Leaf, are two of the most recognized forms of gold
in the world. These 1 oz. gold coins are struck by
the United States and Canadian Governments so
that there are a sufficient number of coins available
to meet the demand for them, and are backed by
the full faith and credit of the respective countries
as to the quality of the coins. These 1 oz. gold coins
are primarily distributed through qualifying
financial institutions and large bullion dealers that
meet the criteria of the respective issuing countries.
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the price of the 1 oz. of gold changes
with market conditions.
Each of the mints offers the 1 oz. gold
coins to a group of authorized
distributors, which are approved by the
respective mint.21 Each of the mints has
established a set of criteria that must be
met by prospective and current
authorized distributors. The authorized
distributors for the United States Mint
include eight companies, of which three
are publicly traded banks, four are units
of publicly traded companies, and one
is a private company.22 There are six
authorized distributors for the Royal
Canadian Mint, of which one is a unit
of a publicly traded bank, three are units
of publicly traded companies and two
are private companies.23
Based on the supply chain from the
respective mints, the authorized
distributors set their prices based on
current market conditions, creating a
spread between the purchase price of
the 1 oz. gold coins from the mints and
the selling price of such distributors
with such selling price based on current
market demand. Since the market value
of the 1 oz. gold coins are primarily
based on the price of 1 oz. of gold, and,
further, since all of the coins from the
respective mints are identical, the
selling price of all the authorized
distributors is substantially similar in
what is a competitive commodity
market. Generally, these authorized
distributors (or ‘‘primary dealers’’) offer
the 1 oz. gold coins to wholesalers and
to larger retail sellers.
The Trust will hold substantially all
of its assets in the 1 oz. American Gold
Eagle bullion coin and the 1 oz.
21 The Trust deems authorized distributors to be
those entities that have met the criteria established
by the U.S. Mint and the Royal Canadian Mint,
respectively, in their sole discretion, for the
purposes of recognition as a buyer directly from
such mint in order to distribute the products of the
respective mint into the marketplace. These criteria
include financial experience, operations and other
criteria, that would be satisfactory to such mint.
22 Authorized distributors of U.S. gold bullion
coins are required to meet specified qualification
criteria relating to experience as market-maker in
gold coins, tangible net worth and audit by an
independent certified public accounting firm. See
‘‘Procedures to Qualify for Bulk Purchase of Gold
Bullion Coins’’, available at https://www.usmint.gov/
consumer/GoldAPRequirements.pdf. The
authorized distributors of American Gold Eagles for
the United States Mint are published and known to
be as follows: A–Mark Precious Metals, Scotia
Mocatta, MTB, Prudential Securities, Coins ’N’
Things, Commerzbank International, Deutsche
Bank, and Tanaka Kinkinzoku.
23 Although the Royal Canadian Mint does not
publicize the requirements to become an authorized
distributor or the authorized distributors
themselves, the Manager believes that the following
entities are authorized distributors of the Canadian
Maple Leaf for the mint: A–Mark Precious Metals,
Scotia Mocatta, MTB, Prudential Securities, Coins
’N’ Things, and Dillon Gage.
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Jkt 226001
Canadian Gold Maple Leaf bullion
coin.24
The United States Mint charges the
authorized purchasers a premium of 3%
over the price of gold on the 1 oz
American Gold Eagle. The Royal
Canadian Mint does not disclose or
publish the premium for the 1 oz. Gold
Maple Leaf.25
Each of the mints has established a set
of criteria that must be met by
prospective and current authorized
distributors. The United States Mint
publishes the application to become an
authorized purchaser online at https://
www.usmint.gov/consumer/
index.cfm?action=AmericanEagles,
while the Royal Canadian Mint does not
publish any of its criteria.
According to the Registration
Statement, the correlation of the market
value of the 1 oz. American Gold Eagle
coin to the gold spot, as reported by
Bloomberg Finance L.P., for the period
from January 2009 to August 2011 as of
the last trading day each month, is
0.978. The correlation of the market
value of the 1 oz. Canadian Gold Maple
Leaf coin to the gold spot, as reported
by Bloomberg Finance L.P., for the
period from January 2009 to August
2011 as of the last trading day each
month, is 0.976. The data provided by
Bloomberg Finance L.P. for the value of
the 1 oz. American Gold Eagle Coin and
the 1 oz. Canadian Gold Maple Leaf
24 According to the Registration Statement, the
American Gold Eagle coin contains one troy ounce
of gold and, along with other alloys, uses the
durable 22-karat standard (0.9167 fine gold or
similar) for gold coinage. Each coin contains the
stated amount of pure gold, plus small amounts of
silver and copper alloys, added for increased
hardness and durability. They are struck to the U.S.
Mint’s exacting standards for quality. Each one troy
ounce coin must contain one troy ounce of pure
gold, must weigh 1.0909 troy ounces, must have a
diameter of 32.70 millimeters and must be 2.87
millimeters thick. The American Gold Eagle is
required, by law, to be struck from newly mined
sources of gold in the United States. The Canadian
Gold Maple Leaf coin contains one troy ounce of
gold with a 24-karat fineness of 0.9999. The coins
are guaranteed for their weight, purity and fineness
by the Government of Canada. The coin has a
diameter of 30 millimeters and is 2.8 millimeters
thick.
25 Neither the United States Mint nor the Royal
Canadian Mint sells the American Gold Eagle or the
Canadian Maple Leaf directly to the public.
Although the Web sites of the respective mints (the
United States Mint at https://www.usmint.gov/
mint_programs/american_eagles/
index.cfm?Action=american_eagle_gold and the
Royal Canadian Mint at https://www.mint.ca/store/
mint/about-the-mint/bullion-1300002) discuss the 1
oz. gold coins manufactured by the respective
mints, there is no opportunity to purchase directly
from the mints. The United States Mint offers a
listing of retailers by state and the Royal Canadian
Mint offers a form to complete in order to identify
a retailer. Neither of the mints offers a list of
companies that are authorized purchasers from the
respective mint and neither of the mints offers any
explanation for premiums or pricing.
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Coin is the same data that will be used
by the Trust to calculate the NAV.
Commodity Exchanges
There are several commodity
exchanges around the world that
provide the ability to purchase a
contract for delivery of a fixed amount
of gold in a specified purity, or fineness,
with delivery at a specific time in the
future. Commodity exchange contracts
can be satisfied either financially or by
physical delivery. The current delivery
month contract trades at a price that
approximates the current value of the
underlying amount of gold while future
delivery months trade at a premium to
the current delivery month. Generally,
the longer the time until the contract
delivery month, the higher the premium
per ounce of gold the contract trades
relative to the current delivery month.
Because the contracts expire and must
be satisfied either financially or by
physical delivery, there is some action
required by the contract owner every
month for the current contract.
Gold Company Stocks
Stock exchanges around the world
trade the equities of gold mining
companies. These publicly traded gold
mining companies may or may not have
profitable operations and may or may
not have ownership or rights to gold
mines. The gold mines in which the
gold mining companies have
exploration rights may or may not be
producing gold. The public disclosure
of the details and explanations of the
operations of the gold mining
companies that trade on the exchanges
vary in each country and in each trading
exchange.
Gold Derivatives
There are several worldwide
exchanges that trade gold derivatives.
Gold derivatives include options to
purchase or sell gold, forwards and
other forms of trading rights to buy or
sell gold. Such gold derivatives usually
carry a fixed price of gold at which the
gold must be bought or sold and have
a tenor, or fixed timeframe when the
right to buy or sell expires. Settlement
of the derivative trade is most often
completed financially and no physical
gold is generally ever bought, sold or
delivered. The owner of a derivative
holds a right to buy or sell gold and not
the physical gold and prices at which
these derivatives trade are not directly
related to the price of gold, but trade at
prices that include the price of gold, the
premium of the option, the remaining
time before expiration of the option and
other factors. Gold futures are traded on
the COMEX, an affiliate of the Chicago
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Mercantile Exchange, Inc., and the
Tokyo Commodity Exchange.26
Gold Funds
There are several gold funds operating
around the world with the majority of
the funds traded on public exchanges in
the form of open or closed end funds,
or alternatively, in exchange traded
funds. These publicly traded funds are
a form of asset backed securities where
the owner of the security holds an
undivided interest in the pool of gold
that the public fund holds. Generally,
the public funds hold gold in
safekeeping, and the value of the
securities is directly related to the value
of the gold that the public fund holds.
However, there can be some trading
premium or discount to the value of the
underlying gold based on current
market conditions, the need for liquidity
by the owners of the public funds,
temporary imbalances of buy or sell
orders for the securities, tax treatments
of the public funds, or other factors.
Generally, the interest in the public
funds is bought or sold through
brokerage firms with official access to
the exchanges on which the securities of
the public funds trade.
tkelley on DSK3SPTVN1PROD with NOTICES
Operation of the Trust
According to the Registration
Statement, the Trust will not hold or
trade in commodity futures contracts
regulated by the Commodity Exchange
Act, as administered by the U.S.
Commodity Futures Trading
Commission (‘‘CFTC’’). According to the
Registration Statement, the Trust is not
a commodity pool for purposes of the
Commodity Exchange Act,27 and none
of the Manager, the Trustee or the
underwriters is subject to CFTC
regulation as a commodity pool operator
or a commodity trading advisor in
connection with the Units.
The Trust intends to invest in longterm holdings of 1 oz. gold coins but
intends to hold highly liquid
investments (consisting of short term
certificates of deposit or any U.S.
Government Security) or cash [sic] an
amount equal to approximately 3% of
its total net assets generally to pay
expenses and cash redemptions. The
Trust does not intend to speculate in
gold. The Trust may be required to sell
some of its 1 oz. gold coins from time
to time in order to replenish the amount
26 For additional information regarding the gold
bullion market, gold futures exchanges, and
regulation of the global gold market, see Securities
Exchange Act Release No. 59895 (May 8, 2009), 74
FR 22993 (May 15, 2009) (SR–NYSEArca–2009–40)
(order approving Exchange listing and trading of the
ETFS Gold Trust).
27 7 U.S.C. 1 et seq.
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held in cash. The Trust is authorized to
issue an unlimited number of Units.
Except with respect to cash and
highly liquid investments that the Trust
will hold to pay expenses and
anticipated redemptions, the Trust
expects to own only 1 oz. gold coins.
While the Trust, pursuant to its
investment guidelines (‘‘Investment
Guidelines’’), will be permitted to invest
up to 20% of its assets in securities
other than 1 oz. gold coins, the Manager
intends to invest and hold
approximately 97% of the total net
assets of the Trust in 1 oz. gold coins.28
The Manager will not buy and sell 1
oz. gold coins for the Trust through its
current parent company, APMEX
Precious Metals Exchange, Inc., of
which the Manager’s officers and
directors are officers, or its affiliates.
To purchase all of the 1 oz. gold coins
pursuant to the Trust’s investment
guidelines using the initial public
offering proceeds, the Manager will
negotiate on behalf of the Trust for
multiple transactions with certain
authorized distributors; all of such
distributors are independent of the
Manager and any affiliate of the parent
company. These negotiations and
related transactions will include the
pricing of the 1 oz. gold coins, the
proposed terms of payment and certain
delivery requirements in each
transaction for the 1 oz. gold coins to be
received at the gold custodian.29 For
each transaction, the Manager expects
that the price per coin for the specified
number of coins in the order will be
quoted and offered by the distributors at
a fixed amount over the price of gold
per ounce on a date certain in the future
as published by London Gold Market
Fixing, or the London PM Fix, although
28 The Trust’s Investment Guidelines provide that
the Trust will invest in and hold a minimum of
80% of the total net assets of the Trust in 1 oz. gold
coins and hold no more than 20% of the total net
assets of the Trust in cash (such as interest-bearing
accounts and short-term certificates of deposit) or
any U.S. Government Security, as defined below
(except during the 90-day period following the
closing of the Trust’s initial public offering or
additional offerings or prior to the distribution of
assets of the Trust, at which times the Trust may
hold more than 20% of the total net assets of the
Trust in cash (such as interest-bearing accounts and
short-term certificates of deposit) and U.S.
Government Securities). U.S. Government Security
means any direct obligations of or obligations
guaranteed as to principal or interest by the United
States, or securities issued or guaranteed by
corporations in which the United States has a direct
or indirect interest which shall have been
designated by the Secretary of the Treasury,
pursuant to section 3(a)(12) of the Act, as exempted
securities for the purposes of the Exchange Act.
29 This procedure will not apply continually and
will apply only with respect to the initial public
offering, and if the Trust engages in other public
offerings for the purchase of gold using the initial
public offering proceeds.
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17543
the Manager may use other processes to
establish a fair, competitive market
price and related terms.
The process of determining the
worldwide price of gold occurs twice
daily in London, once in the morning
and once in the afternoon, by a
committee of five internationally
recognized bullion dealers, all of which
are members of the London Bullion
Market Association. Once the Manager
identifies an offer of price and terms as
acceptable for a transaction, it will
prepare a purchase order for the
transaction that specifies the Trust as
the buyer and the seller as the identified
distributor and will set forth in
reasonable detail the price and terms.
The Manager will sign the purchase
order on behalf of the Trust and deliver
it to the selling distributor. In
accordance with the terms of the
purchase order, funds will be delivered
to the selling distributor directly from
the Trust. As the physical delivery of
the 1 oz. gold coins is completed at the
gold custodian, a representative of the
Manager will be present. At delivery,
the Manager will inspect the 1 oz. gold
coins and complete a random review of
the count and authenticity of the gold
content. Once the Manager is satisfied
with the completeness and accuracy of
the delivery of the 1 oz. gold coins, the
gold custodian will put the 1 oz. gold
coins in storage and provide a written
report to the Custodian of the details of
such receipt.
Secondary Market Trading
The Units may trade in the secondary
market on the Exchange at prices that
are lower or higher relative to their NAV
per Unit. The amount of the discount or
premium in the trading price relative to
the NAV may be influenced by nonconcurrent trading hours between the
COMEX, which is the U.S. exchange on
which gold for physical delivery is
traded, and NYSE Arca and the Toronto
Stock Exchange (‘‘TSX’’). While the
Units will trade on NYSE Arca and the
TSX until 4 p.m. Eastern time, liquidity
in the global gold market will lessen
after the close of the COMEX at 1:30
p.m. Eastern time. As a result, during
this time, trading spreads, and the
resulting premium or discount to the
NAV may widen.
Trust Expenses
The Trust pays the Manager a
monthly management fee. Fees payable
to the Manager are calculated and
accrued daily and will be paid monthly
in arrears. Except as otherwise
described in the Registration Statement,
the Trust is responsible for all costs and
expenses incurred in connection with
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the ongoing operation and
administration of the Trust including,
but not limited to: The fees and
expenses payable to and incurred by the
Trustee, the Manager, any investment
manager, the Custodian, any subcustodians, including the gold
custodian, the registrar and transfer
agent, the Valuation Agent and the
independent review committee;
acquisition, transaction and handling
costs for the 1 oz. gold coins (other than
the redemption expenses); and storage
fees for the 1 oz. gold coins.
tkelley on DSK3SPTVN1PROD with NOTICES
Initial Public Offering and Redemption
of Units
The Trust will offer at a minimum,
1,000,000 Units in its initial public
offering. Each Unit will represent an
equal, undivided ownership interest in
the net assets of the Trust attributable to
the Units. The Trust may not issue
additional Units following the
completion of this offering (i) unless the
per Unit offering price, after deducting
underwriting fees, commissions and
offering expenses, will not yield
proceeds less than the NAV per Unit, as
determined on the business day prior to
the pricing of the units to be sold in the
offering, or (ii) except by way of Unit
distribution in connection with an
income distribution.
Unitholders may redeem their Units
on a weekly basis, as described below.
Redemption of Units for 1 oz. Gold
Coins
Subject to the terms of the amended
and restated trust agreement, a
unitholder may redeem Units at its
option for 1 oz. gold coins on each
Thursday. Unitholders who redeem
their Units for 1 oz. gold coins are
entitled to receive a redemption price
equal to 100% of the aggregate NAV of
the redeemed Units determined at 4
p.m., Eastern time, on the Thursday on
which NYSE Arca and/or the TSX is
open for trading for the week in respect
of which the redemption request is
processed, or the weekly redemption
date and time, less the redemption
expenses, or the gold redemption
amount. Such redemption requests must
be for a minimum redemption amount
of at least $10,000 (the ‘‘gold
redemption minimum’’).
A unitholder that owns a sufficient
number of Units (a number of Units
equal to the gold redemption minimum)
who desires to exercise his, her or its
redemption privileges for 1 oz. gold
coins must do so by instructing the
unitholder’s broker, who must be a
direct or indirect participant of
Depository Trust Company in the
United States (‘‘DTC’’), or CDS Clearing
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and Depository Services, Inc. in Canada
(‘‘CDS’’), to deliver to the registrar and
transfer agent, on behalf of the
unitholder a written notice (the ‘‘gold
redemption notice’’) of the unitholder’s
intention to redeem Units for 1 oz. gold
coins. The Trust’s registrar and transfer
agent must receive a gold redemption
notice no later than 4 p.m., Eastern time,
on the third day on which NYSE Arca
or the TSX is open for trading prior to
the weekly redemption date and time.
The Trust will process any gold
redemption notice that it receives after
that time on the next weekly
redemption date, following the date on
which the unitholder gives timely
notice.
A common carrier will deliver the 1
oz. gold coins to be delivered to a
unitholder as a result of a redemption of
Units, and the shipping provider will
fully insure the 1 oz. gold coins during
transit. The Trust will engage the
shipping service provider in connection
with a redemption. The 1 oz. gold coins
can be delivered to any physical address
(subject to approval by the Trust). In the
event that a redeeming unitholder does
not provide an acceptable physical
address for delivery of its 1 oz. gold
coins in its gold redemption notice,
such unitholder may elect to either have
up [sic] its 1 oz. gold coins delivered to
the Manager for pickup by the
unitholder at the office of the Manager
or redeem its Units for cash as described
below. If the unitholder requests that
the 1 oz. gold coins be delivered to the
Manager, the risk of loss transfers to the
unitholder upon delivery to the
Manager. Once the Trust places the 1 oz.
gold coins representing the redeemed
Units with the shipping service
provider, which will fully insure the
shipment, the Trust will have
completed its responsibilities with
respect to the redemption and the
redeeming unitholder will bear the risk
of loss of, and damage to, such 1 oz.
gold coins and seek any redress for any
loss or damage from the shipping
service provider or the insurance
provider, as the case may be. The
shipping service provider will receive 1
oz. gold coins in connection with a
redemption of Units approximately
seven business days after the
redemption is processed by the registrar
and transfer agent.
Redemption of Units for Cash
According to the Registration
Statement, subject to the terms of the
amended and restated trust agreement, a
unitholder may redeem Units at its
option for cash on a monthly basis.
Units redeemed for cash will receive a
redemption price equal to 95% of the
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lesser of (i) the volume-weighted
average trading price of the Units traded
on NYSE Arca or, if trading has been
suspended on NYSE Arca, the trading
price of the Units traded on the TSX, for
the last five days on which the
respective exchange is open for trading
during the month in which the
redemption request is processed by the
registrar and transfer agent, and (ii) the
NAV of the redeemed Units as of 4 p.m.,
Eastern time, on the last day of the
month on which NYSE Arca is open for
trading during the month in which the
redemption request is processed (in
each case, less any applicable taxes). A
redeeming unitholder will receive cash
redemption proceeds approximately
three business days after the end of the
month in which the redemption notice
is processed. The Trust will retain the
remaining 5% of the value of the Units.
The Trust’s registrar and transfer
agent must receive a redemption notice
no later than 4 p.m., Eastern time, on
the 15th day of the month in order for
the Manager to process such redemption
notice that month or, if such day is not
a business day, then on the immediately
following day that is a business day.
The Manager will process any
redemption notice to redeem Units for
cash that it receives after such time in
the next month.
According to the Registration
Statement, the Trust may suspend the
right of unitholders to request a
redemption of their Units or postpone
the date of delivery or payment of the
redemption proceeds (whether 1 oz.
gold coins and/or cash, as the case may
be) for any period during which the
Trust determines that conditions exist
which render impractical the sale of
assets of the Trust or which impair the
ability of the Trust or the Valuation
Agent to determine the value of the
assets of the Trust and the NAV or the
redemption amount for the Units.
Pursuant to Sections 5.7(2) and 5.7(3) of
National Instrument 81–102, the Trust
must apply to the Ontario Securities
Commission, the securities regulatory
authority for the jurisdiction in which
the head office of the Trustee is located,
for approval to suspend redemptions
and must concurrently file a copy of the
application with the securities
regulatory authority in each of the other
Canadian jurisdictions in which the
Units will be offered. The Trust may
suspend redemptions only after the
application is approved by the Ontario
Securities Commission and has not been
disallowed by any of the other relevant
Canadian jurisdictions.30
30 Other Canadian securities regulatory
authorities which must be notified are as follows:
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tkelley on DSK3SPTVN1PROD with NOTICES
In the event of any such suspension,
the Trust will issue a press release, and
publicly file such press release with the
Commission via the Edgar system, with
the TSX and with the Canadian
securities regulatory authorities on
SEDAR, announcing the suspension and
will advise all agents of the Trust, as
applicable. The suspension may apply
to all requests for redemption received
prior to the suspension, but as for which
payment has not been made, as well as
to all requests received while the
suspension is in effect. All unitholders
making such requests will be advised of
the suspension and that the redemption
will be effected at a price determined on
the first valuation date that the value of
the net assets of the Trust per Unit is
calculated following the termination of
the suspension. All such unitholders
will have, and will be advised that
during such suspension of redemptions
that they have, the right to withdraw
their requests for redemption. The
suspension will terminate in any event
on the first business day on which the
condition giving rise to the suspension
has ceased to exist or when the Trust
has determined that such condition no
longer exists, provided that no other
condition under which a suspension is
authorized then exists, at which time
the Trust will issue a press release
announcing the termination of the
suspension and will advise all agents of
the Trust, as applicable. Subject to
applicable Canadian and U.S. securities
laws, any declaration of suspension
made by the Trust will be conclusive.
During any period in which the right
of unitholders to request a redemption
of their Units for 1 oz. gold coins and/
or cash is suspended, the Trust will
direct the Trust’s Valuation Agent to
suspend the calculation of the value of
the net assets of the Trust and the NAV.
During any such period of suspension,
the Trust will not issue or redeem any
Units.
Termination Events
The Trust does not have a fixed
termination date but will dissolve and
be subsequently terminated in the event
that:
• There are no Units outstanding;
• The Trustee resigns or is removed
and no successor trustee is appointed
within the time limit prescribed in the
amended and restated trust agreement;
British Columbia Securities Commission, Alberta
Securities Commission, Saskatchewan Securities
Commission, Manitoba Securities Commission,
Autorite des marches financiers, New Brunswick
Securities Commission, Nova Scotia Securities
Commission, Securities Commission of
Newfoundland and Labrador, and Prince Edward
Island Securities Office, Office of the Attorney
General.
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19:32 Mar 23, 2012
Jkt 226001
• The Manager resigns and no
successor manager is appointed and
approved by unitholders within the
time limit prescribed in the amended
and restated trust agreement;
• The Manager is, in the opinion of
the Trustee, in material default of its
obligations under the amended and
restated trust agreement and such
default continues for 120 days from the
date that the Manager receives notice of
such default from the Trustee and no
successor manager has been appointed
by the unitholders;
• The Manager has been declared
bankrupt or insolvent or has entered
into liquidation or winding-up, whether
compulsory or voluntary (and not
merely a voluntary liquidation for the
purposes of amalgamation or
reconstruction), and no successor
manager has been appointed by the
unitholders within 90 days from such
date;
• The Manager makes a general
assignment for the benefit of its
creditors or otherwise acknowledges its
insolvency, and no successor manager
has been appointed by the unitholders
within 90 days of such date; or
• The assets of the Manager have
become subject to seizure or
confiscation by any public
governmental authority, and no
successor manager has been appointed
by the unitholders within 90 days from
such date.
In addition, the Trustee may at any
time terminate and dissolve the Trust if,
in the opinion of the Trustee, after
consulting with the Manager and the
independent review committee, the
value of the net assets of the Trust has
been reduced such that it is no longer
economically feasible to continue the
Trust and would be in the best interests
of the unitholders to terminate the
Trust, by giving each holder of Units at
the time at least 90 days’ notice. To the
extent such termination in the
discretion of the Manager may involve
a matter that would be a ‘‘conflict of
interest matter’’ as set forth in
applicable Canadian laws, the Manager
will refer the matter to the independent
review committee established by the
Manager for its recommendation. In
connection with the termination of the
Trust, the Trust will, to the extent
possible, convert its assets to cash and,
after paying or making adequate
provision for all of the Trust’s liabilities
and expenses, distribute the net assets
of the Trust to unitholders, on a pro rata
basis, as soon as practicable after the
termination date.
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17545
Valuation of Gold and Definition of
NAV
The Valuation Agent will determine
the value of the net assets of the Trust
and the NAV on each business day,
unless the Trust determines that its
assets cannot be valued as frequently as
a result of the occurrence of a force
majeure event, such as a war,
earthquake, hurricane, civil disturbance
or terrorist act. The value of the net
assets of the Trust as of the valuation
time on each business day will be the
amount obtained by deducting from the
aggregate fair market value of the assets
of the Trust as of such date an amount
equal to the value of the liabilities of the
Trust (excluding all liabilities
represented by outstanding Units, if
any) as of such date. The NAV will be
determined by dividing the value of the
net assets of the Trust on a date by the
total number of Units then outstanding
on such date. Registration or transfers of
the Units may be made through the
book-based system of CDS and/or DTC,
each of which hold the Units on behalf
of its participants (i.e., brokers), which
in turn may hold the Units on behalf of
their customers.
Intraday Indicative Value
The Trust Web site will provide an
intraday indicative value (‘‘IIV’’) per
share for the Units, as calculated by a
third party financial data provider
during the Exchange’s Core Trading
Session (9:30 a.m. to 4 p.m. Eastern
time).31 The IIV will be calculated by:
1. Subtracting the closing spot price of
gold for the prior business day from the
current applicable spot price of gold
(the ‘‘Spread’’);
2. Multiplying the Spread by the
aggregate number of the Trust’s 1 oz.
gold coins for the prior business day
(the ‘‘Adjustment’’);
3. Dividing the Adjustment by the
aggregate number of units of the Trust
outstanding for the prior business day
(the ‘‘Per Unit Adjustment’’); and
4. Adding the Per Unit Adjustment to
the NAV per Unit of the Trust for the
prior business day.
Availability of Information
The Web site for the Trust, which the
Trust will launch upon the closing of
the initial public offering, will contain
the following information, on a per Unit
basis, for the Trust:
(a) The midpoint of the bid-ask price
at the close of trading in relation to the
NAV as of the time the NAV is
31 The IIV on a per Unit basis disseminated
during the Core Trading Session should not be
viewed as a real-time update of the NAV, which
will be calculated once a day.
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calculated (‘‘Bid/Ask Price’’), and a
calculation of the premium or discount
of such price against such NAV; and
(b) Data in chart format displaying the
frequency distribution of discounts and
premiums of the Bid/Ask Price against
the NAV, within appropriate ranges, for
each of the four previous calendar
quarters. The Web site for the Trust will
also provide the Trust’s prospectus, as
well as the two most recent reports to
stockholders.
The Trust Web site also will provide
the last sale price of the Units as traded
in the U.S. market, as well as a
breakdown of the holdings of the Trust
by coin type.
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 Units, as is the case for all
equity securities traded on the
Exchange. In addition, there is a
considerable amount of gold price and
gold market information available on
public Web sites and through
professional and subscription services.
The IIV relating to the Units will be
widely disseminated by one or more
major market data vendors at least every
15 seconds during the Core Trading
Session.32
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, such as Reuters and
Bloomberg. Reuters and Bloomberg
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. An organization
named EBS provides an electronic
trading platform to institutions such as
bullion banks and dealers for the trading
of spot gold, as well as a feed of live
streaming prices to Reuters and
Moneyline Telerate subscribers. Gold
coin price information is widely
available for free from many precious
metals dealers. For example, it is free at
www.APMEX.com with a delay of
several minutes. Investors also can
obtain gold coin pricing information on
32 Currently, it is the Exchange’s understanding
that several major market data vendors display and/
or make widely available IIVs published on CTA or
other data feeds.
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19:32 Mar 23, 2012
Jkt 226001
the Certified Coin Exchange Web site at
www.certifiedcoinexchange.com.
Complete real-time data for gold
futures and options prices traded on the
COMEX are available by subscription
from Reuters and Bloomberg. The
NYMEX also provides delayed futures
and options information on current and
past trading sessions and market news
free of charge on its Web site. 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, such as The Wall Street
Journal. In addition, the London AM Fix
and London PM Fix are publicly
available at no charge at
www.thebulliondesk.com.
The Trust’s daily (or as determined by
the Manager in accordance with the
amended and restated trust agreement)
NAV is posted on the Trust’s Web site
as soon as practicable. The Exchange
will provide on its Web site
(www.nyx.com) a link to the Trust’s Web
site. In addition, the Exchange will
make available over the Consolidated
Tape quotation information, trading
volume, closing prices and NAV for the
Units from the previous day.
Criteria for Initial and Continued Listing
The Trust will be subject to the
criteria in NYSE Arca Equities Rule
8.201(e) for initial and continued listing
of the Units.
It is anticipated that a minimum of
1,000,000 Units will be required to be
outstanding at the start of trading. The
minimum number of Units required to
be outstanding is comparable to
requirements that have been applied to
previously listed shares of the Sprott
Physical Gold Trust.33 The Exchange
believes that the anticipated minimum
number of Units outstanding at the start
of trading is sufficient to provide
adequate market liquidity.
Trading Rules
The Exchange deems the Units to be
equity securities, thus rendering trading
in the Fund subject to the Exchange’s
existing rules governing the trading of
equity securities. Trading in the Units
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 Units 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
33 See
PO 00000
note 7, supra.
Frm 00145
Fmt 4703
of securities that are priced less than
$1.00 for which the MPV for order entry
is $0.0001.
With respect to trading halts, the
Exchange may consider all relevant
factors in exercising its discretion to
halt or suspend trading in the Units.
Trading on the Exchange in the Units
may be halted because of market
conditions or for reasons that, in the
view of the Exchange, make trading in
the Units 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 Units will be subject
to trading halts caused by extraordinary
market volatility pursuant to the
Exchange’s ‘‘circuit breaker’’ rule.34 The
Exchange will halt trading of the Units
on the Exchange if trading in the Units
is halted on TSX and in the event the
Trust directs the Trust’s Valuation
Agent to suspend the calculation of the
value of the net assets of the Trust and
the NAV.
Surveillance
The Exchange intends to utilize its
existing surveillance procedures
applicable to derivative products
(including Commodity-Based Trust
Shares) to monitor trading in the Units.
The Exchange represents that these
procedures are adequate to properly
monitor Exchange trading of the Units
in all trading sessions and to deter and
detect violations of Exchange rules and
applicable federal securities laws.
NYSE Arca Equities Rule 8.201 sets
forth certain restrictions on ETP Holders
acting as registered Market Makers in
the Units to facilitate surveillance.
Pursuant to NYSE Arca Equities Rule
8.201(g), an ETP Holder acting as a
registered Market Maker in the Units 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 Equities Rule 6.3 requires an ETP
Holder acting as a registered Market
Maker, and its affiliates, in the Units 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
34 See
Sfmt 4703
E:\FR\FM\26MRN1.SGM
NYSE Arca Equities Rule 7.12.
26MRN1
Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices
options on futures, and any related
derivative instruments (including the
Units).
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.
The Exchange’s current trading
surveillance focuses on detecting
securities trading outside their normal
patterns. 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. Also, pursuant to
NYSE Arca Equities Rule 8.201(g), the
Exchange is able to obtain information
regarding trading in the Units 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 may obtain trading
information via the Intermarket
Surveillance Group (‘‘ISG’’) from other
exchanges who are members of the ISG,
including the COMEX.35
The Exchange also has a general
policy prohibiting the distribution of
material, non-public information by its
employees.
tkelley on DSK3SPTVN1PROD with NOTICES
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 Units.
Specifically, the Information Bulletin
will discuss the following: (1) The
procedures for purchases and
redemptions of Units; (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
Units; (3) the requirement that ETP
Holders deliver a prospectus to
investors purchasing newly issued Units
35 A list of ISG members is available at
www.isgportal.org. The Investment Industry
Regulatory Organization of Canada is a member of
ISG.
VerDate Mar<15>2010
19:32 Mar 23, 2012
Jkt 226001
prior to or concurrently with the
confirmation of a transaction; (4) the
possibility that trading spreads and the
resulting premium or discount on the
Units 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 (5) 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 Units
directly from the Trust will receive a
prospectus. ETP Holders purchasing
Units 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 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) 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
36 15
PO 00000
U.S.C. 78f(b)(5).
Frm 00146
Fmt 4703
Sfmt 4703
17547
into a comprehensive surveillance
sharing agreement, including COMEX.
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. Complete real-time data for
gold futures and options prices traded
on the COMEX are available by
subscription from Reuters and
Bloomberg. In addition, the London AM
Fix and London PM Fix are publicly
available at no charge at
www.thebulliondesk.com. The Trust’s
daily (or as determined by the Manager
in accordance with the amended and
restated trust agreement) NAV is posted
on the Trust’s Web site as soon as
practicable. The market value of each
coin is separately recognized by
Bloomberg as COINGEAG and
COINGCML, respectively. Bloomberg’s
quotations are based on information
provided by the Certified Coin
Exchange. The Trust’s Web site will
provide an IIV per share for the Units,
as calculated by a third party financial
data provider during the Exchange’s
Core Trading Session. The Trust’s Web
site will also provide the Trust’s
prospectus, as well as the two most
recent reports to stockholders. The
Exchange will provide on its Web site
a link to the Trust’s Web site. In
addition, the Exchange will make
available over the Consolidated Tape
quotation information, trading volume,
closing prices and NAV for the Units
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
and gold futures information.
E:\FR\FM\26MRN1.SGM
26MRN1
17548
Federal Register / Vol. 77, No. 58 / Monday, March 26, 2012 / Notices
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.
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 (i)
as the Commission may designate up to
90 days of such date 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
such proposed rule change, or
(B) Institute proceedings to determine
whether the proposed rule change
should be disapproved.
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
a.m. and 3 p.m. Copies of such 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–2012–18, and should be
submitted on or before April 16, 2012.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.37
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2012–7134 Filed 3–23–12; 8:45 am]
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rulecomments@sec.gov. Please include File
Number SR–NYSEARCA–2012–18 on
the subject line.
tkelley on DSK3SPTVN1PROD with NOTICES
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:
Self-Regulatory Organizations;
Municipal Securities Rulemaking
Board; Notice of Filing of Proposed
Rule G–43, on Broker’s Brokers;
Proposed Amendments to Rule G–8,
on Books and Records, Rule G–9, on
Record Retention, and Rule G–18, on
Execution of Transactions; and a
Proposed Interpretive Notice on the
Duties of Dealers That Use the
Services of Broker’s Brokers
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NYSEARCA–2012–18. 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
(https://www.sec.gov/rules/sro.shtml).
VerDate Mar<15>2010
19:32 Mar 23, 2012
Jkt 226001
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–66625; File No. SR–MSRB–
2012–04]
March 20, 2012.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Exchange Act’’) 1 and Rule 19b–4
thereunder,2 notice is hereby given that
on March 5, 2012, the Municipal
Securities Rulemaking Board (‘‘Board’’
or ‘‘MSRB’’) filed with the Securities
and Exchange Commission (‘‘SEC’’ or
‘‘Commission’’) the proposed rule
37 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00147
Fmt 4703
Sfmt 4703
change as described in Items I, II, and
III below, which Items have been
prepared by the MSRB. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The MSRB is filing with the SEC a
proposed rule change consisting of (i)
proposed MSRB Rule G–43 governing
the municipal securities activities of
broker’s brokers and certain alternative
trading systems (‘‘Proposed Rule G–
43’’), (ii) proposed amendments to
MSRB Rule G–8 (on recordkeeping by
broker’s brokers and certain alternative
trading systems), MSRB Rule G–9 (on
record retention), and MSRB Rule G–18
(on agency trades and trades by broker’s
brokers) (collectively, the ‘‘Proposed
Amendments’’); and (iii) a proposed
interpretive notice on the duties of
brokers, dealers, and municipal
securities dealers (‘‘dealers’’) that use
the services of broker’s brokers (the
‘‘Proposed Notice’’). The MSRB requests
that the proposed rule change be made
effective six months after approval by
the Commission.
The text of the proposed rule change
is available on the MSRB’s Web site at
www.msrb.org/Rules-andInterpretations/SEC-Filings/2012Filings.aspx, at the MSRB’s principal
office, 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
MSRB 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 these statements
may be examined at the places specified
in Item IV below. The MSRB has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The MSRB decided to consider
additional rulemaking concerning
broker’s brokers and the dealers that use
their services due to the important role
that broker’s brokers play in the
provision of secondary market liquidity
for retail investors in municipal
E:\FR\FM\26MRN1.SGM
26MRN1
]]>Agencies
[Federal Register Volume 77, Number 58 (Monday, March 26, 2012)]
[Notices]
[Pages 17539-17548]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2012-7134]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-66627; File No. SR-NYSEARCA-2012-18]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
of Proposed Rule Change To List and Trade Shares of the APMEX
Physical--1 oz. Gold Redeemable Trust Pursuant to NYSE Arca Equities
Rule 8.201
March 20, 2012.
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 5, 2012, 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.
---------------------------------------------------------------------------
\1\ 15 U.S.C.78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
The Exchange proposes to list and trade shares of the APMEX
Physical--1 oz. Gold Redeemable Trust (the ``Trust'') pursuant to NYSE
Arca Equities Rule 8.201. The text of the proposed rule change is
available at the Exchange, the Commission's Public Reference Room, and
www.nyse.com.
II. Self-Regulatory Organization's Statement of the Purpose of, and the
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 Units (``Units'') of the
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\ The Commission has previously approved listing on the
Exchange under NYSE Arca Equities Rule 8.201 shares of the ETFS Gold
Trust \6\, as well as the Sprott Physical Gold Trust.\7\ In addition,
the Commission has approved listing on the Exchange of streetTRACKS
Gold Trust and iShares COMEX Gold Trust.\8\ Prior to their listing on
the Exchange, the Commission approved listing of the streetTRACKS Gold
Trust on the New York Stock Exchange (``NYSE'') and listing of iShares
COMEX Gold Trust on the American Stock Exchange LLC.\9\
---------------------------------------------------------------------------
\4\ See the Registration Statement for the Trust on Form F-1,
filed with the Commission on December 23, 2011 (No. 333-178745) (as
amended, the ``Registration Statement''). The descriptions of the
Trust, the Units and the gold market contained herein are 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.
\6\ Securities Exchange Act Release No. 59895 (May 8, 2009), 74
FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40).
\7\ Securities Exchange Act Release No. 61496 (February 4,
2010), 75 FR 6758 (February 10, 2010) (SR-NYSEArca-2009-113).
\8\ See Securities Exchange Act Release Nos. 56224 (August 8,
2007), 72 FR 45850 (August 15, 2007) (SR-NYSEArca-2007-76)
(approving listing on the Exchange of the streetTRACKS Gold Trust);
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).
\9\ See Securities Exchange Act Release Nos. 50603 (October 28,
2004), 69 FR 64614 (November 5, 2004) (SR-NYSE-2004-22) (order
approving listing of streetTRACKS Gold Trust on NYSE); 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).
---------------------------------------------------------------------------
[[Page 17540]]
APMEX Precious Metals Management Services, Inc. is the manager of
the Trust (``Manager''),\10\ Computershare Trust Company of Canada is
the trustee of the Trust (``Trustee''),\11\ and RBC Dexia Investor
Services (``RBC Dexia'') Trust is the custodian of the Trust
(``Custodian'') \12\ and the valuation agent for the Trust (``Valuation
Agent'').\13\
---------------------------------------------------------------------------
\10\ The Manager is a Delaware corporation and is a wholly-owned
subsidiary of Apmex, Inc. (formerly known as American Precious
Metals Exchange, Inc.) (the ``parent company''). The parent company
is an Internet-based company that sells a selection of precious
metals in bar and coin form to the public, primarily in the United
States. The Manager is responsible for the day-to-day activities and
administration of the Trust. The Manager manages, or causes to be
managed at the expense of the Trust, the Trust pursuant to the
management agreement, as authorized under the amended and restated
trust agreement. Additional details regarding the Manager are set
forth in the Registration Statement.
\11\ The Trustee is a trust company existing under the federal
laws of Canada. The Trustee holds title to the Trust's assets and
has exclusive authority over the assets and affairs of the Trust.
The Trustee has a fiduciary responsibility to act in the best
interest of the unitholders. Additional details regarding the
Trustee are set forth in the Registration Statement.
\12\ RBC Dexia is a trust company existing under the federal
laws of Canada, and is a jointly-owned subsidiary of the Royal Bank
of Canada and Dexia N.V./S.A. RBC Dexia is affiliated with a broker-
dealer. RBC Dexia has represented to the Exchange that it has put in
place and will maintain the appropriate information barriers and
controls between itself and the broker dealer affiliate so that the
broker dealer affiliate will not have access to information
concerning the composition and/or changes to the Trust's holdings
that are not available on the Trust's Web site. The Custodian will
act as custodian for the assets that the Trust owns and will appoint
a gold custodian as sub-custodian to hold the 1 oz. gold coins, as
described below. The Custodian is responsible for the property of
the Trust (cash, cash equivalents (as described below) and gold
coins) that the Custodian, its affiliates or appointed sub-
custodians directly hold. The Bank of Nova Scotia, a sub-custodian
of RBC Dexia, will act as gold custodian for the 1 oz. gold coins
that the Trust owns. The Custodian is responsible for and bears the
risk of loss of, and damage to, the Trust's 1 oz. gold coins that it
deposits with the Bank of Nova Scotia (the ``Gold Custodian''),
regardless of whether they are actually in possession of the gold
custodian, subject to certain limitations based on events beyond the
control of the Custodian. The Manager, with the consent of the
Trustee, may determine to change the custodial arrangements of the
Trust. The Trust represents that the agreement with the Custodian
does not limit the options the Custodian may use for storage,
although the Custodian must comply with the law and regulations as
promulgated by the federal government of Canada and the Province of
Ontario. Currently, the Custodian has decided to store the gold with
the Bank of Nova Scotia which bank attests that it meets all
applicable legal and regulatory requirements. Additional details
regarding the Custodian and the gold custodian are set forth in the
Registration Statement.
\13\ The Trust's Valuation Agent will calculate the value of the
net assets of the Trust on a daily basis and reconciles all
purchases and redemptions of Units to determine the net asset value
(``NAV''), as described further below.
---------------------------------------------------------------------------
According to the Registration Statement, the investment objective
of the Trust is to invest and hold substantially all of its assets in 1
oz. gold coins. The assets of the Trust will consist of 1 oz. American
Gold Eagle bullion coins and 1 oz. Canadian Gold Maple Leaf bullion
coins, although the Trust is also permitted to purchase 1 oz. gold
bullion bars and rounds. The Trust seeks to provide a secure,
convenient and exchange-traded investment alternative for investors
interested in holding 1 oz. gold coins. The Trust believes that
investing in 1 oz. gold coins has several advantages over investing in
bullion, including (i) 1 oz. gold coins contain a known quantity of
gold that is guaranteed by the government issuing them, whereas gold
bullion has no such guarantee; (ii) it is a crime to tamper with 1 oz.
gold coins, so those receiving them have more confidence as to the
amount of gold the coin contains; (iii) because the amount of gold
contained in each unit is small (1 oz.), redemptions for the underlying
precious metal can be done at lower amounts than similar investments in
gold bullion; and (iv) if an investor chooses to redeem the investor's
interests in the Trust, the investor would receive 1 oz. gold coins,
the value of which is known since the precious metals it contains are
of a known and fixed quantity, as opposed to bullion, the value of
which would have to be re-determined for the benefit of a transferee
when the investor wanted to transfer it. The Trust does not anticipate
making regular cash distributions to unitholders. The Trust is neither
an investment company registered under the Investment Company Act of
1940 \14\ nor a commodity pool for purposes of the Commodity Exchange
Act.\15\
---------------------------------------------------------------------------
\14\ 15 U.S.C. 80a-1.
\15\ 17 U.S.C. 1 [sic].
---------------------------------------------------------------------------
The Exchange represents that the Units satisfy the requirements of
NYSE Arca Equities Rule 8.201 and thereby qualify for listing on the
Exchange.\16\
---------------------------------------------------------------------------
\16\ With respect to 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).
---------------------------------------------------------------------------
Operation of the Gold Bullion Market
According to the Registration Statement, the global gold market is
influenced by several industries, organizations and activities which
may be categorized as banking, governmental, mining, manufacturing and
investment. For example:
Multi-national bullion banks provide a variety of bullion-
related products and services to the global gold market, including
physical purchases and sales, gold leasing, hedging and gold deposits.
Governments, through central bank activities for each
nation, buy, sell and hold gold reserves.
Mining companies produce gold directly and combine with
other companies that produce gold as a by-product and companies that
are scrap merchants and gold recyclers to provide a supply of gold.
Manufacturers which use gold in the process of making or
constructing a final product, including products in the industrial
community, electronic products, dental applications and jewelry,
combine to provide demand for gold.
Investment activities of individuals, corporations, pooled
accounts, exchange traded funds and other investment oriented trading
activity combine to provide demand for gold.
Gold can be purchased in a physical form in almost every country in
the world. The most popular forms of gold ownership include coins, most
commonly in one ounce gold coins of a known fineness, struck by
sovereign governments including the United States, Canada, South
Africa, Australia, Austria and others, along with bars and rounds also
commonly containing one ounce or less in a known or expressed fineness,
provided by major gold refiners including Johnson & Matthey, Produits
Artistiques M[eacute]taux Pr[eacute]cieux, Credit Suisse and others.
Physical gold can be purchased in the United States through most
precious metal or coin dealers and over the Internet, while in Europe
and other parts of the world, purchases can also be made through banks
and other financial institutions.
Physical gold is paid at the time of delivery and generally the
prices track the world price of gold directly plus a small premium for
manufacturing and distribution costs. The owner of the gold has a
responsibility to store and insure the gold, but that is at the
discretion of the owner. Private depositories and bank safe deposit
vaults are available for annual fees.
Sources of gold supply include both mine production and recycling
of existing previously mined gold. Gold mine production constitutes the
largest portion of gold supplied into the market annually. Gold scrap,
from jewelry and other manufactured products, is the second largest
source of annual gold supply. Although many central banks have recently
been purchasing gold rather than selling, central bank sales have
historically accounted for a significant supply of gold coming into the
marketplace.
[[Page 17541]]
Mine production includes gold produced from a primary or a
secondary deposit. For the five years ended December 31, 2010, gold
from net mining activity (gold from mining producers less hedging by
producers) has been relatively stable at a level of between
approximately 2,031 metric tons and approximately 2,686 metric tons per
year. Notwithstanding this steady production, this supply represents
only approximately 58% to 63% of the total annual demand for gold.
During the seven quarters ended September 30, 2011, with rising prices
and, accordingly, greater incentive for mining, net mining activity is
providing from 57% to 75% of the total demand for gold.
According to the Registration Statement, central banks, as well as
other governmental agencies, have historically retained gold as a
strategic asset. However, since 1989, the governmental segment has been
a net seller of gold to the private sector until the fourth quarter of
2010. For the five years ended December 31, 2010, central bank sales of
gold have declined from approximately 370 metric tons in 2006, or
approximately 10% of total annual supply of 3,574 metric tons, turning
to negative supply, or otherwise a factor in demand, to approximately
77 metric tons in 2010, a significant turnaround from a source of
supply to a source of demand. In the seven quarters ended September 30,
2011, central bank sales have provided a source of demand, not a source
of supply, except for the fourth quarter of 2010, ranging from the
provision of demand of as much as approximately 148 metric tons in the
third quarter of 2011, to a swing as a source of supply of
approximately 18 metric tons in the fourth quarter of 2010. Overall for
2010, central banks provided a net of approximately 77 metric tons of
demand, not supply, in the global market.
According to the Registration Statement, as a result of the swing
from net seller in 2006 to a net buyer in 2010, these central banks
have ceased providing a supply of gold to the market and have become a
consumer of gold in the market. This dramatic shift may have
significant impact on supply and demand relationships in the future.
Industrial gold demand includes production for electronic devices,
dental applications and other uses. Gold has manufacturing properties
that include malleability, resistance to corrosion and conductivity
that make the metal ideal for a variety of electronic components such
as smartphones and notebooks and in emerging technology such as
nanoparticles. During the five years ended December 31, 2010,
industrial demand has been as high as 466 metric tons per year to as
low as 410 metric tons per year and has represented as much as 13% of
total annual demand and as low as 11% of total annual demand. For the
seven quarters ended September 30, 2011, industrial demand has
increased from 114 metric tons in the first quarter of 2010 to 120
metric tons in the third quarter of 2011, with a high of 120 metric
tons in the third quarters of 2010 and 2011.
Gold jewelry continues to be the primary source of gold demand
worldwide, although in 2009, institutional demand exceeded jewelry
demand. India is the most significant market for gold jewelry demand
followed by China, the United States and Saudi Arabia. For the five
years ended December 31, 2010, jewelry demand has been between 50% and
69% of the total annual demand. For the seven quarters ended September
30, 2011, jewelry demand has varied from 418 metric tons in the second
quarter of 2010 to 558 metric tons in the first quarter of 2011. As a
portion of total demand during the seven quarters ended September 30,
2011, jewelry has represented between 38% and 60% of total demand.
Retail and institutional investment demand includes government gold
coin production, medals and other coin and bar production, gold bar
hoarding, increases in gold on deposit for exchange traded funds and
other gold fund investments and other physical investment demand. For
the five years ended December 31, 2010, investment demand has grown
from 830 metric tons in 2006 to 1,518 metric tons in 2010. During the
seven quarters ended September 30, 2011, investment demand has
fluctuated from 248 metric tons in the first quarter of 2010 to a high
of 575 metric tons in the second quarter of 2010. For the seven
quarters ended September 30, 2011, investment demand has provided from
27% to 52% of total demand.
Gold is traded around the world daily on a 24 hour basis. Gold can
be owned directly or indirectly in several ways and traded in several
different markets depending on the form of gold ownership or rights to
own the underlying gold.
Determining Value of Gold Coins
According to the Registration Statement, the Valuation Agent will
determine the fair market value of the 1 oz. American Gold Eagle
bullion coins \17\ and the 1 oz. Canadian Gold Maple Leaf bullion coins
\18\ by using the closing price information provided by Bloomberg
Finance LP. The closing price of each coin is separately recognized by
Bloomberg as COINGEAG and COINGCML, respectively, determined by the
mid-point between the high bid and low ask for that coin on the
applicable date.\19\ Bloomberg's quotations are based on information
provided by the Certified Coin Exchange. The Certified Coin Exchange is
an electronic exchange for coins that obtains bid and ask information
from its member dealers, of which there are more than 500, that post
over 100,000 bid and ask prices on a wide variety of coins, including
the 1 oz. American Gold Eagle and the 1 oz. Canadian Gold Maple Leaf,
at a given time. To the extent that the Trust holds 1 oz. gold bars or
rounds, the fair market value is equal to the market value of 1 oz. of
gold in the current market, which the Trust will obtain from Bloomberg.
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\17\ The American Eagle Gold Bullion Coin was authorized by the
Bullion Coin Act of 1985 and recorded under United States Code,
Title 31, Subtitle IV, Chapter 51, Subchapter II, Section 5112.
\18\ The Canadian Gold Maple Leaf is the official gold bullion
coin of Canada and is struck by the Royal Canadian Mint and enabled
under the Royal Canadian Mint Act, Revised Statutes of Canada 1985,
c.-R-9, as amended. The objectives of the Royal Canadian Mint are
``to mint coins in anticipation of profit and to carry out other
related activities.'' The Royal Canadian Mint has all the powers of
a natural person. The Royal Canadian Mint is a Schedule III-Part II
for profit Crown corporation under the Financial Administration Act
and operates under the general direction of its board of directors.
The Royal Canadian Mint reports to the Canadian Parliament through
the Minister of Transport, Infrastructure and Communities.
\19\ Information relating to gold coin prices is updated by
Bloomberg each business day as of 4:30 p.m. Eastern time.
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1 oz. gold coins are manufactured and distributed by the United
States Mint and the Royal Canadian Mint.\20\ Both of these mints offer
the 1 oz. gold coins at a price equal to the value of 1 oz. of gold
plus a premium. The premium is a percentage of the value of the then
applicable price of 1 oz. of gold, and such amount is intended to cover
the cost of manufacturing and certain other distribution costs. This
premium is set by the respective mints and generally does not change
substantially, although
[[Page 17542]]
the price of the 1 oz. of gold changes with market conditions.
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\20\ According to the Registration Statement, the American Gold
Eagle and the Canadian Gold Maple Leaf, are two of the most
recognized forms of gold in the world. These 1 oz. gold coins are
struck by the United States and Canadian Governments so that there
are a sufficient number of coins available to meet the demand for
them, and are backed by the full faith and credit of the respective
countries as to the quality of the coins. These 1 oz. gold coins are
primarily distributed through qualifying financial institutions and
large bullion dealers that meet the criteria of the respective
issuing countries.
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Each of the mints offers the 1 oz. gold coins to a group of
authorized distributors, which are approved by the respective mint.\21\
Each of the mints has established a set of criteria that must be met by
prospective and current authorized distributors. The authorized
distributors for the United States Mint include eight companies, of
which three are publicly traded banks, four are units of publicly
traded companies, and one is a private company.\22\ There are six
authorized distributors for the Royal Canadian Mint, of which one is a
unit of a publicly traded bank, three are units of publicly traded
companies and two are private companies.\23\
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\21\ The Trust deems authorized distributors to be those
entities that have met the criteria established by the U.S. Mint and
the Royal Canadian Mint, respectively, in their sole discretion, for
the purposes of recognition as a buyer directly from such mint in
order to distribute the products of the respective mint into the
marketplace. These criteria include financial experience, operations
and other criteria, that would be satisfactory to such mint.
\22\ Authorized distributors of U.S. gold bullion coins are
required to meet specified qualification criteria relating to
experience as market-maker in gold coins, tangible net worth and
audit by an independent certified public accounting firm. See
``Procedures to Qualify for Bulk Purchase of Gold Bullion Coins'',
available at https://www.usmint.gov/consumer/GoldAPRequirements.pdf.
The authorized distributors of American Gold Eagles for the United
States Mint are published and known to be as follows: A-Mark
Precious Metals, Scotia Mocatta, MTB, Prudential Securities, Coins
'N' Things, Commerzbank International, Deutsche Bank, and Tanaka
Kinkinzoku.
\23\ Although the Royal Canadian Mint does not publicize the
requirements to become an authorized distributor or the authorized
distributors themselves, the Manager believes that the following
entities are authorized distributors of the Canadian Maple Leaf for
the mint: A-Mark Precious Metals, Scotia Mocatta, MTB, Prudential
Securities, Coins 'N' Things, and Dillon Gage.
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Based on the supply chain from the respective mints, the authorized
distributors set their prices based on current market conditions,
creating a spread between the purchase price of the 1 oz. gold coins
from the mints and the selling price of such distributors with such
selling price based on current market demand. Since the market value of
the 1 oz. gold coins are primarily based on the price of 1 oz. of gold,
and, further, since all of the coins from the respective mints are
identical, the selling price of all the authorized distributors is
substantially similar in what is a competitive commodity market.
Generally, these authorized distributors (or ``primary dealers'') offer
the 1 oz. gold coins to wholesalers and to larger retail sellers.
The Trust will hold substantially all of its assets in the 1 oz.
American Gold Eagle bullion coin and the 1 oz. Canadian Gold Maple Leaf
bullion coin.\24\
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\24\ According to the Registration Statement, the American Gold
Eagle coin contains one troy ounce of gold and, along with other
alloys, uses the durable 22-karat standard (0.9167 fine gold or
similar) for gold coinage. Each coin contains the stated amount of
pure gold, plus small amounts of silver and copper alloys, added for
increased hardness and durability. They are struck to the U.S.
Mint's exacting standards for quality. Each one troy ounce coin must
contain one troy ounce of pure gold, must weigh 1.0909 troy ounces,
must have a diameter of 32.70 millimeters and must be 2.87
millimeters thick. The American Gold Eagle is required, by law, to
be struck from newly mined sources of gold in the United States. The
Canadian Gold Maple Leaf coin contains one troy ounce of gold with a
24-karat fineness of 0.9999. The coins are guaranteed for their
weight, purity and fineness by the Government of Canada. The coin
has a diameter of 30 millimeters and is 2.8 millimeters thick.
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The United States Mint charges the authorized purchasers a premium
of 3% over the price of gold on the 1 oz American Gold Eagle. The Royal
Canadian Mint does not disclose or publish the premium for the 1 oz.
Gold Maple Leaf.\25\
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\25\ Neither the United States Mint nor the Royal Canadian Mint
sells the American Gold Eagle or the Canadian Maple Leaf directly to
the public. Although the Web sites of the respective mints (the
United States Mint at https://www.usmint.gov/mint_programs/american_eagles/index.cfm?Action=american_eagle_gold and the
Royal Canadian Mint at https://www.mint.ca/store/mint/about-the-mint/bullion-1300002) discuss the 1 oz. gold coins manufactured by the
respective mints, there is no opportunity to purchase directly from
the mints. The United States Mint offers a listing of retailers by
state and the Royal Canadian Mint offers a form to complete in order
to identify a retailer. Neither of the mints offers a list of
companies that are authorized purchasers from the respective mint
and neither of the mints offers any explanation for premiums or
pricing.
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Each of the mints has established a set of criteria that must be
met by prospective and current authorized distributors. The United
States Mint publishes the application to become an authorized purchaser
online at https://www.usmint.gov/consumer/index.cfm?action=AmericanEagles, while the Royal Canadian Mint does not
publish any of its criteria.
According to the Registration Statement, the correlation of the
market value of the 1 oz. American Gold Eagle coin to the gold spot, as
reported by Bloomberg Finance L.P., for the period from January 2009 to
August 2011 as of the last trading day each month, is 0.978. The
correlation of the market value of the 1 oz. Canadian Gold Maple Leaf
coin to the gold spot, as reported by Bloomberg Finance L.P., for the
period from January 2009 to August 2011 as of the last trading day each
month, is 0.976. The data provided by Bloomberg Finance L.P. for the
value of the 1 oz. American Gold Eagle Coin and the 1 oz. Canadian Gold
Maple Leaf Coin is the same data that will be used by the Trust to
calculate the NAV.
Commodity Exchanges
There are several commodity exchanges around the world that provide
the ability to purchase a contract for delivery of a fixed amount of
gold in a specified purity, or fineness, with delivery at a specific
time in the future. Commodity exchange contracts can be satisfied
either financially or by physical delivery. The current delivery month
contract trades at a price that approximates the current value of the
underlying amount of gold while future delivery months trade at a
premium to the current delivery month. Generally, the longer the time
until the contract delivery month, the higher the premium per ounce of
gold the contract trades relative to the current delivery month.
Because the contracts expire and must be satisfied either financially
or by physical delivery, there is some action required by the contract
owner every month for the current contract.
Gold Company Stocks
Stock exchanges around the world trade the equities of gold mining
companies. These publicly traded gold mining companies may or may not
have profitable operations and may or may not have ownership or rights
to gold mines. The gold mines in which the gold mining companies have
exploration rights may or may not be producing gold. The public
disclosure of the details and explanations of the operations of the
gold mining companies that trade on the exchanges vary in each country
and in each trading exchange.
Gold Derivatives
There are several worldwide exchanges that trade gold derivatives.
Gold derivatives include options to purchase or sell gold, forwards and
other forms of trading rights to buy or sell gold. Such gold
derivatives usually carry a fixed price of gold at which the gold must
be bought or sold and have a tenor, or fixed timeframe when the right
to buy or sell expires. Settlement of the derivative trade is most
often completed financially and no physical gold is generally ever
bought, sold or delivered. The owner of a derivative holds a right to
buy or sell gold and not the physical gold and prices at which these
derivatives trade are not directly related to the price of gold, but
trade at prices that include the price of gold, the premium of the
option, the remaining time before expiration of the option and other
factors. Gold futures are traded on the COMEX, an affiliate of the
Chicago
[[Page 17543]]
Mercantile Exchange, Inc., and the Tokyo Commodity Exchange.\26\
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\26\ For additional information regarding the gold bullion
market, gold futures exchanges, and regulation of the global gold
market, see Securities Exchange Act Release No. 59895 (May 8, 2009),
74 FR 22993 (May 15, 2009) (SR-NYSEArca-2009-40) (order approving
Exchange listing and trading of the ETFS Gold Trust).
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Gold Funds
There are several gold funds operating around the world with the
majority of the funds traded on public exchanges in the form of open or
closed end funds, or alternatively, in exchange traded funds. These
publicly traded funds are a form of asset backed securities where the
owner of the security holds an undivided interest in the pool of gold
that the public fund holds. Generally, the public funds hold gold in
safekeeping, and the value of the securities is directly related to the
value of the gold that the public fund holds. However, there can be
some trading premium or discount to the value of the underlying gold
based on current market conditions, the need for liquidity by the
owners of the public funds, temporary imbalances of buy or sell orders
for the securities, tax treatments of the public funds, or other
factors. Generally, the interest in the public funds is bought or sold
through brokerage firms with official access to the exchanges on which
the securities of the public funds trade.
Operation of the Trust
According to the Registration Statement, the Trust will not hold or
trade in commodity futures contracts regulated by the Commodity
Exchange Act, as administered by the U.S. Commodity Futures Trading
Commission (``CFTC''). According to the Registration Statement, the
Trust is not a commodity pool for purposes of the Commodity Exchange
Act,\27\ and none of the Manager, the Trustee or the underwriters is
subject to CFTC regulation as a commodity pool operator or a commodity
trading advisor in connection with the Units.
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\27\ 7 U.S.C. 1 et seq.
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The Trust intends to invest in long-term holdings of 1 oz. gold
coins but intends to hold highly liquid investments (consisting of
short term certificates of deposit or any U.S. Government Security) or
cash [sic] an amount equal to approximately 3% of its total net assets
generally to pay expenses and cash redemptions. The Trust does not
intend to speculate in gold. The Trust may be required to sell some of
its 1 oz. gold coins from time to time in order to replenish the amount
held in cash. The Trust is authorized to issue an unlimited number of
Units.
Except with respect to cash and highly liquid investments that the
Trust will hold to pay expenses and anticipated redemptions, the Trust
expects to own only 1 oz. gold coins. While the Trust, pursuant to its
investment guidelines (``Investment Guidelines''), will be permitted to
invest up to 20% of its assets in securities other than 1 oz. gold
coins, the Manager intends to invest and hold approximately 97% of the
total net assets of the Trust in 1 oz. gold coins.\28\
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\28\ The Trust's Investment Guidelines provide that the Trust
will invest in and hold a minimum of 80% of the total net assets of
the Trust in 1 oz. gold coins and hold no more than 20% of the total
net assets of the Trust in cash (such as interest-bearing accounts
and short-term certificates of deposit) or any U.S. Government
Security, as defined below (except during the 90-day period
following the closing of the Trust's initial public offering or
additional offerings or prior to the distribution of assets of the
Trust, at which times the Trust may hold more than 20% of the total
net assets of the Trust in cash (such as interest-bearing accounts
and short-term certificates of deposit) and U.S. Government
Securities). U.S. Government Security means any direct obligations
of or obligations guaranteed as to principal or interest by the
United States, or securities issued or guaranteed by corporations in
which the United States has a direct or indirect interest which
shall have been designated by the Secretary of the Treasury,
pursuant to section 3(a)(12) of the Act, as exempted securities for
the purposes of the Exchange Act.
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The Manager will not buy and sell 1 oz. gold coins for the Trust
through its current parent company, APMEX Precious Metals Exchange,
Inc., of which the Manager's officers and directors are officers, or
its affiliates.
To purchase all of the 1 oz. gold coins pursuant to the Trust's
investment guidelines using the initial public offering proceeds, the
Manager will negotiate on behalf of the Trust for multiple transactions
with certain authorized distributors; all of such distributors are
independent of the Manager and any affiliate of the parent company.
These negotiations and related transactions will include the pricing of
the 1 oz. gold coins, the proposed terms of payment and certain
delivery requirements in each transaction for the 1 oz. gold coins to
be received at the gold custodian.\29\ For each transaction, the
Manager expects that the price per coin for the specified number of
coins in the order will be quoted and offered by the distributors at a
fixed amount over the price of gold per ounce on a date certain in the
future as published by London Gold Market Fixing, or the London PM Fix,
although the Manager may use other processes to establish a fair,
competitive market price and related terms.
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\29\ This procedure will not apply continually and will apply
only with respect to the initial public offering, and if the Trust
engages in other public offerings for the purchase of gold using the
initial public offering proceeds.
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The process of determining the worldwide price of gold occurs twice
daily in London, once in the morning and once in the afternoon, by a
committee of five internationally recognized bullion dealers, all of
which are members of the London Bullion Market Association. Once the
Manager identifies an offer of price and terms as acceptable for a
transaction, it will prepare a purchase order for the transaction that
specifies the Trust as the buyer and the seller as the identified
distributor and will set forth in reasonable detail the price and
terms. The Manager will sign the purchase order on behalf of the Trust
and deliver it to the selling distributor. In accordance with the terms
of the purchase order, funds will be delivered to the selling
distributor directly from the Trust. As the physical delivery of the 1
oz. gold coins is completed at the gold custodian, a representative of
the Manager will be present. At delivery, the Manager will inspect the
1 oz. gold coins and complete a random review of the count and
authenticity of the gold content. Once the Manager is satisfied with
the completeness and accuracy of the delivery of the 1 oz. gold coins,
the gold custodian will put the 1 oz. gold coins in storage and provide
a written report to the Custodian of the details of such receipt.
Secondary Market Trading
The Units may trade in the secondary market on the Exchange at
prices that are lower or higher relative to their NAV per Unit. The
amount of the discount or premium in the trading price relative to the
NAV may be influenced by non-concurrent trading hours between the
COMEX, which is the U.S. exchange on which gold for physical delivery
is traded, and NYSE Arca and the Toronto Stock Exchange (``TSX'').
While the Units will trade on NYSE Arca and the TSX until 4 p.m.
Eastern time, liquidity in the global gold market will lessen after the
close of the COMEX at 1:30 p.m. Eastern time. As a result, during this
time, trading spreads, and the resulting premium or discount to the NAV
may widen.
Trust Expenses
The Trust pays the Manager a monthly management fee. Fees payable
to the Manager are calculated and accrued daily and will be paid
monthly in arrears. Except as otherwise described in the Registration
Statement, the Trust is responsible for all costs and expenses incurred
in connection with
[[Page 17544]]
the ongoing operation and administration of the Trust including, but
not limited to: The fees and expenses payable to and incurred by the
Trustee, the Manager, any investment manager, the Custodian, any sub-
custodians, including the gold custodian, the registrar and transfer
agent, the Valuation Agent and the independent review committee;
acquisition, transaction and handling costs for the 1 oz. gold coins
(other than the redemption expenses); and storage fees for the 1 oz.
gold coins.
Initial Public Offering and Redemption of Units
The Trust will offer at a minimum, 1,000,000 Units in its initial
public offering. Each Unit will represent an equal, undivided ownership
interest in the net assets of the Trust attributable to the Units. The
Trust may not issue additional Units following the completion of this
offering (i) unless the per Unit offering price, after deducting
underwriting fees, commissions and offering expenses, will not yield
proceeds less than the NAV per Unit, as determined on the business day
prior to the pricing of the units to be sold in the offering, or (ii)
except by way of Unit distribution in connection with an income
distribution.
Unitholders may redeem their Units on a weekly basis, as described
below.
Redemption of Units for 1 oz. Gold Coins
Subject to the terms of the amended and restated trust agreement, a
unitholder may redeem Units at its option for 1 oz. gold coins on each
Thursday. Unitholders who redeem their Units for 1 oz. gold coins are
entitled to receive a redemption price equal to 100% of the aggregate
NAV of the redeemed Units determined at 4 p.m., Eastern time, on the
Thursday on which NYSE Arca and/or the TSX is open for trading for the
week in respect of which the redemption request is processed, or the
weekly redemption date and time, less the redemption expenses, or the
gold redemption amount. Such redemption requests must be for a minimum
redemption amount of at least $10,000 (the ``gold redemption
minimum'').
A unitholder that owns a sufficient number of Units (a number of
Units equal to the gold redemption minimum) who desires to exercise
his, her or its redemption privileges for 1 oz. gold coins must do so
by instructing the unitholder's broker, who must be a direct or
indirect participant of Depository Trust Company in the United States
(``DTC''), or CDS Clearing and Depository Services, Inc. in Canada
(``CDS''), to deliver to the registrar and transfer agent, on behalf of
the unitholder a written notice (the ``gold redemption notice'') of the
unitholder's intention to redeem Units for 1 oz. gold coins. The
Trust's registrar and transfer agent must receive a gold redemption
notice no later than 4 p.m., Eastern time, on the third day on which
NYSE Arca or the TSX is open for trading prior to the weekly redemption
date and time. The Trust will process any gold redemption notice that
it receives after that time on the next weekly redemption date,
following the date on which the unitholder gives timely notice.
A common carrier will deliver the 1 oz. gold coins to be delivered
to a unitholder as a result of a redemption of Units, and the shipping
provider will fully insure the 1 oz. gold coins during transit. The
Trust will engage the shipping service provider in connection with a
redemption. The 1 oz. gold coins can be delivered to any physical
address (subject to approval by the Trust). In the event that a
redeeming unitholder does not provide an acceptable physical address
for delivery of its 1 oz. gold coins in its gold redemption notice,
such unitholder may elect to either have up [sic] its 1 oz. gold coins
delivered to the Manager for pickup by the unitholder at the office of
the Manager or redeem its Units for cash as described below. If the
unitholder requests that the 1 oz. gold coins be delivered to the
Manager, the risk of loss transfers to the unitholder upon delivery to
the Manager. Once the Trust places the 1 oz. gold coins representing
the redeemed Units with the shipping service provider, which will fully
insure the shipment, the Trust will have completed its responsibilities
with respect to the redemption and the redeeming unitholder will bear
the risk of loss of, and damage to, such 1 oz. gold coins and seek any
redress for any loss or damage from the shipping service provider or
the insurance provider, as the case may be. The shipping service
provider will receive 1 oz. gold coins in connection with a redemption
of Units approximately seven business days after the redemption is
processed by the registrar and transfer agent.
Redemption of Units for Cash
According to the Registration Statement, subject to the terms of
the amended and restated trust agreement, a unitholder may redeem Units
at its option for cash on a monthly basis. Units redeemed for cash will
receive a redemption price equal to 95% of the lesser of (i) the
volume-weighted average trading price of the Units traded on NYSE Arca
or, if trading has been suspended on NYSE Arca, the trading price of
the Units traded on the TSX, for the last five days on which the
respective exchange is open for trading during the month in which the
redemption request is processed by the registrar and transfer agent,
and (ii) the NAV of the redeemed Units as of 4 p.m., Eastern time, on
the last day of the month on which NYSE Arca is open for trading during
the month in which the redemption request is processed (in each case,
less any applicable taxes). A redeeming unitholder will receive cash
redemption proceeds approximately three business days after the end of
the month in which the redemption notice is processed. The Trust will
retain the remaining 5% of the value of the Units.
The Trust's registrar and transfer agent must receive a redemption
notice no later than 4 p.m., Eastern time, on the 15th day of the month
in order for the Manager to process such redemption notice that month
or, if such day is not a business day, then on the immediately
following day that is a business day. The Manager will process any
redemption notice to redeem Units for cash that it receives after such
time in the next month.
According to the Registration Statement, the Trust may suspend the
right of unitholders to request a redemption of their Units or postpone
the date of delivery or payment of the redemption proceeds (whether 1
oz. gold coins and/or cash, as the case may be) for any period during
which the Trust determines that conditions exist which render
impractical the sale of assets of the Trust or which impair the ability
of the Trust or the Valuation Agent to determine the value of the
assets of the Trust and the NAV or the redemption amount for the Units.
Pursuant to Sections 5.7(2) and 5.7(3) of National Instrument 81-102,
the Trust must apply to the Ontario Securities Commission, the
securities regulatory authority for the jurisdiction in which the head
office of the Trustee is located, for approval to suspend redemptions
and must concurrently file a copy of the application with the
securities regulatory authority in each of the other Canadian
jurisdictions in which the Units will be offered. The Trust may suspend
redemptions only after the application is approved by the Ontario
Securities Commission and has not been disallowed by any of the other
relevant Canadian jurisdictions.\30\
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\30\ Other Canadian securities regulatory authorities which must
be notified are as follows: British Columbia Securities Commission,
Alberta Securities Commission, Saskatchewan Securities Commission,
Manitoba Securities Commission, Autorite des marches financiers, New
Brunswick Securities Commission, Nova Scotia Securities Commission,
Securities Commission of Newfoundland and Labrador, and Prince
Edward Island Securities Office, Office of the Attorney General.
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[[Page 17545]]
In the event of any such suspension, the Trust will issue a press
release, and publicly file such press release with the Commission via
the Edgar system, with the TSX and with the Canadian securities
regulatory authorities on SEDAR, announcing the suspension and will
advise all agents of the Trust, as applicable. The suspension may apply
to all requests for redemption received prior to the suspension, but as
for which payment has not been made, as well as to all requests
received while the suspension is in effect. All unitholders making such
requests will be advised of the suspension and that the redemption will
be effected at a price determined on the first valuation date that the
value of the net assets of the Trust per Unit is calculated following
the termination of the suspension. All such unitholders will have, and
will be advised that during such suspension of redemptions that they
have, the right to withdraw their requests for redemption. The
suspension will terminate in any event on the first business day on
which the condition giving rise to the suspension has ceased to exist
or when the Trust has determined that such condition no longer exists,
provided that no other condition under which a suspension is authorized
then exists, at which time the Trust will issue a press release
announcing the termination of the suspension and will advise all agents
of the Trust, as applicable. Subject to applicable Canadian and U.S.
securities laws, any declaration of suspension made by the Trust will
be conclusive.
During any period in which the right of unitholders to request a
redemption of their Units for 1 oz. gold coins and/or cash is
suspended, the Trust will direct the Trust's Valuation Agent to suspend
the calculation of the value of the net assets of the Trust and the
NAV. During any such period of suspension, the Trust will not issue or
redeem any Units.
Termination Events
The Trust does not have a fixed termination date but will dissolve
and be subsequently terminated in the event that:
There are no Units outstanding;
The Trustee resigns or is removed and no successor trustee
is appointed within the time limit prescribed in the amended and
restated trust agreement;
The Manager resigns and no successor manager is appointed
and approved by unitholders within the time limit prescribed in the
amended and restated trust agreement;
The Manager is, in the opinion of the Trustee, in material
default of its obligations under the amended and restated trust
agreement and such default continues for 120 days from the date that
the Manager receives notice of such default from the Trustee and no
successor manager has been appointed by the unitholders;
The Manager has been declared bankrupt or insolvent or has
entered into liquidation or winding-up, whether compulsory or voluntary
(and not merely a voluntary liquidation for the purposes of
amalgamation or reconstruction), and no successor manager has been
appointed by the unitholders within 90 days from such date;
The Manager makes a general assignment for the benefit of
its creditors or otherwise acknowledges its insolvency, and no
successor manager has been appointed by the unitholders within 90 days
of such date; or
The assets of the Manager have become subject to seizure
or confiscation by any public governmental authority, and no successor
manager has been appointed by the unitholders within 90 days from such
date.
In addition, the Trustee may at any time terminate and dissolve the
Trust if, in the opinion of the Trustee, after consulting with the
Manager and the independent review committee, the value of the net
assets of the Trust has been reduced such that it is no longer
economically feasible to continue the Trust and would be in the best
interests of the unitholders to terminate the Trust, by giving each
holder of Units at the time at least 90 days' notice. To the extent
such termination in the discretion of the Manager may involve a matter
that would be a ``conflict of interest matter'' as set forth in
applicable Canadian laws, the Manager will refer the matter to the
independent review committee established by the Manager for its
recommendation. In connection with the termination of the Trust, the
Trust will, to the extent possible, convert its assets to cash and,
after paying or making adequate provision for all of the Trust's
liabilities and expenses, distribute the net assets of the Trust to
unitholders, on a pro rata basis, as soon as practicable after the
termination date.
Valuation of Gold and Definition of NAV
The Valuation Agent will determine the value of the net assets of
the Trust and the NAV on each business day, unless the Trust determines
that its assets cannot be valued as frequently as a result of the
occurrence of a force majeure event, such as a war, earthquake,
hurricane, civil disturbance or terrorist act. The value of the net
assets of the Trust as of the valuation time on each business day will
be the amount obtained by deducting from the aggregate fair market
value of the assets of the Trust as of such date an amount equal to the
value of the liabilities of the Trust (excluding all liabilities
represented by outstanding Units, if any) as of such date. The NAV will
be determined by dividing the value of the net assets of the Trust on a
date by the total number of Units then outstanding on such date.
Registration or transfers of the Units may be made through the book-
based system of CDS and/or DTC, each of which hold the Units on behalf
of its participants (i.e., brokers), which in turn may hold the Units
on behalf of their customers.
Intraday Indicative Value
The Trust Web site will provide an intraday indicative value
(``IIV'') per share for the Units, as calculated by a third party
financial data provider during the Exchange's Core Trading Session
(9:30 a.m. to 4 p.m. Eastern time).\31\ The IIV will be calculated by:
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\31\ The IIV on a per Unit basis disseminated during the Core
Trading Session should not be viewed as a real-time update of the
NAV, which will be calculated once a day.
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1. Subtracting the closing spot price of gold for the prior
business day from the current applicable spot price of gold (the
``Spread'');
2. Multiplying the Spread by the aggregate number of the Trust's 1
oz. gold coins for the prior business day (the ``Adjustment'');
3. Dividing the Adjustment by the aggregate number of units of the
Trust outstanding for the prior business day (the ``Per Unit
Adjustment''); and
4. Adding the Per Unit Adjustment to the NAV per Unit of the Trust
for the prior business day.
Availability of Information
The Web site for the Trust, which the Trust will launch upon the
closing of the initial public offering, will contain the following
information, on a per Unit basis, for the Trust:
(a) The midpoint of the bid-ask price at the close of trading in
relation to the NAV as of the time the NAV is
[[Page 17546]]
calculated (``Bid/Ask Price''), and a calculation of the premium or
discount of such price against such NAV; and
(b) Data in chart format displaying the frequency distribution of
discounts and premiums of the Bid/Ask Price against the NAV, within
appropriate ranges, for each of the four previous calendar quarters.
The Web site for the Trust will also provide the Trust's prospectus, as
well as the two most recent reports to stockholders.
The Trust Web site also will provide the last sale price of the
Units as traded in the U.S. market, as well as a breakdown of the
holdings of the Trust by coin type.
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 Units, as is the case for
all equity securities traded on the Exchange. In addition, there is a
considerable amount of gold price and gold market information available
on public Web sites and through professional and subscription services.
The IIV relating to the Units will be widely disseminated by one or
more major market data vendors at least every 15 seconds during the
Core Trading Session.\32\
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\32\ Currently, it is the Exchange's understanding that several
major market data vendors display and/or make widely available IIVs
published on CTA or other data feeds.
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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, such as Reuters and Bloomberg. Reuters
and Bloomberg 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. An organization named EBS provides an
electronic trading platform to institutions such as bullion banks and
dealers for the trading of spot gold, as well as a feed of live
streaming prices to Reuters and Moneyline Telerate subscribers. Gold
coin price information is widely available for free from many precious
metals dealers. For example, it is free at www.APMEX.com with a delay
of several minutes. Investors also can obtain gold coin pricing
information on the Certified Coin Exchange Web site at
www.certifiedcoinexchange.com.
Complete real-time data for gold futures and options prices traded
on the COMEX are available by subscription from Reuters and Bloomberg.
The NYMEX also provides delayed futures and options information on
current and past trading sessions and market news free of charge on its
Web site. 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, such as The Wall Street
Journal. In addition, the London AM Fix and London PM Fix are publicly
available at no charge at www.thebulliondesk.com.
The Trust's daily (or as determined by the Manager in accordance
with the amended and restated trust agreement) NAV is posted on the
Trust's Web site as soon as practicable. The Exchange will provide on
its Web site (www.nyx.com) a link to the Trust's Web site. In addition,
the Exchange will make available over the Consolidated Tape quotation
information, trading volume, closing prices and NAV for the Units from
the previous day.
Criteria for Initial and Continued Listing
The Trust will be subject to the criteria in NYSE Arca Equities
Rule 8.201(e) for initial and continued listing of the Units.
It is anticipated that a minimum of 1,000,000 Units will be
required to be outstanding at the start of trading. The minimum number
of Units required to be outstanding is comparable to requirements that
have been applied to previously listed shares of the Sprott Physical
Gold Trust.\33\ The Exchange believes that the anticipated minimum
number of Units outstanding at the start of trading is sufficient to
provide adequate market liquidity.
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\33\ See note 7, supra.
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Trading Rules
The Exchange deems the Units to be equity securities, thus
rendering trading in the Fund subject to the Exchange's existing rules
governing the trading of equity securities. Trading in the Units 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
Units 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.
With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Units. Trading on the Exchange in the Units may be
halted because of market conditions or for reasons that, in the view of
the Exchange, make trading in the Units 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 Units will be
subject to trading halts caused by extraordinary market volatility
pursuant to the Exchange's ``circuit breaker'' rule.\34\ The Exchange
will halt trading of the Units on the Exchange if trading in the Units
is halted on TSX and in the event the Trust directs the Trust's
Valuation Agent to suspend the calculation of the value of the net
assets of the Trust and the NAV.
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\34\ See NYSE Arca Equities Rule 7.12.
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Surveillance
The Exchange intends to utilize its existing surveillance
procedures applicable to derivative products (including Commodity-Based
Trust Shares) to monitor trading in the Units. The Exchange represents
that these procedures are adequate to properly monitor Exchange trading
of the Units in all trading sessions and to deter and detect violations
of Exchange rules and applicable federal securities laws.
NYSE Arca Equities Rule 8.201 sets forth certain restrictions on
ETP Holders acting as registered Market Makers in the Units to
facilitate surveillance. Pursuant to NYSE Arca Equities Rule 8.201(g),
an ETP Holder acting as a registered Market Maker in the Units 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 Equities
Rule 6.3 requires an ETP Holder acting as a registered Market Maker,
and its affiliates, in the Units 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
[[Page 17547]]
options on futures, and any related derivative instruments (including
the Units).
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.
The Exchange's current trading surveillance focuses on detecting
securities trading outside their normal patterns. 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. Also, pursuant to NYSE
Arca Equities Rule 8.201(g), the Exchange is able to obtain information
regarding trading in the Units 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 may obtain trading information via the Intermarket
Surveillance Group (``ISG'') from other exchanges who are members of
the ISG, including the COMEX.\35\
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\35\ A list of ISG members is available at www.isgportal.org.
The Investment Industry Regulatory Organization of Canada is a
member of ISG.
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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 Units. Specifically, the
Information Bulletin will discuss the following: (1) The procedures for
purchases and redemptions of Units; (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 Units;
(3) the requirement that ETP Holders deliver a prospectus to investors
purchasing newly issued Units prior to or concurrently with the
confirmation of a transaction; (4) the possibility that trading spreads
and the resulting premium or discount on the Units 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
(5) 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 Units directly from the Trust will
receive a prospectus. ETP Holders purchasing Units 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 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) \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.
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\36\ 15 U.S.C. 78f(b)(5).
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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, including COMEX.
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. Complete real-time
data for gold futures and options prices traded on the COMEX are
available by subscription from Reuters and Bloomberg. In addition, the
London AM Fix and London PM Fix are publicly available at no charge at
www.thebulliondesk.com. The Trust's daily (or as determined by the
Manager in accordance with the amended and restated trust agreement)
NAV is posted on the Trust's Web site as soon as practicable. The
market value of each coin is separately recognized by Bloomberg as
COINGEAG and COINGCML, respectively. Bloomberg's quotations are based
on information provided by the Certified Coin Exchange. The Trust's Web
site will provide an IIV per share for the Units, as calculated by a
third party financial data provider during the Exchange's Core Trading
Session. The Trust's Web site will also provide the Trust's prospectus,
as well as the two most recent reports to stockholders. The Exchange
will provide on its Web site a link to the Trust's Web site. In
addition, the Exchange will make available over the Consolidated Tape
quotation information, trading volume, closing prices and NAV for the
Units 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 and gold futures
information.
[[Page 17548]]
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.
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 (i) as the Commission may
designate up to 90 days of such date 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 such 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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-NYSEARCA-2012-18 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEARCA-2012-18. 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 (https://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 a.m. and 3 p.m. Copies of such 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-2012-18, and should be submitted on or before April 16, 2012.
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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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-7134 Filed 3-23-12; 8:45 am]
BILLING CODE 8011-01-P
