6206 Federal Register / Vol. 87, No. 23 / Thursday, February 3, 2022 / Notices 

1See Docket No. RM2018–3, Order Adopting 

Final Rules Relating to Non-Public Information, 

June 27, 2018, Attachment A at 19–22 (Order No. 

4679). 

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

2 17 CFR 240.19b–4. 

3The Commission approved BZX Rule 14.11(e)(4) 

in Securities Exchange Act Release No. 65225 

(August 30, 2011), 76 FR 55148 (September 6, 2011) 

(SR–BATS–2011–018). 

4All statements and representations made in this 

filing regarding (a) the description of the portfolio, 

(b) limitations on portfolio holdings, or (c) the 

applicability of Exchange rules and surveillance 

procedures shall constitute continued listing 

requirements for listing the Shares on the Exchange. 

5See Securities Exchange Act No. 82372 

(December 21, 2017), 82 FR 61601 (December 28, 

2017) (SR–NYSEArca–2017–140) (the ‘‘Original 

Proposal’’). See also Securities Exchange Act No. 

82593 (January 26, 2018), 83 FR 4718 (February 1, 

2018) (SR–NYSEArca–2017–140) (Order Approving 

the Original Proposal). The order approving the 

Original Proposal was later amended on November 

20, 2020 to reflect (i) a change in the sponsors and 

the custodian of the Perth Mint Physical Gold ETF, 

which was renamed as the Goldman Sachs Physical 

Gold ETF, (ii) the elimination of an investor’s 

ability to take delivery of Physical Gold, and (iii) 

in connection with the change of custodian, the 

removal of the Government Guarantee, and to 

amend certain other representations in the 

Proposal. See Securities Exchange Act No. 90529 

(November 30, 2020), 85 FR 78391 (December 4, 

2020) (SR–NYSEArca–2020–100) (the ‘‘Updated 

Proposal’’). 

6On June 11, 2019 the Trust filed with the 

Commission a registration statement on Form S–1 

under the Securities Act of 1933 relating to the 

Trust (File No. 333–224389) (‘‘S–1 Registration 

Statement’’). The S–1 Registration Statement was 

declared effective by the SEC on June 20, 2019. On 

December 28, 2020, the Trust filed with the 

Commission the Registration Statement on Form S– 

3 under the Securities Act of 1933 relating to the 

Trust (File No. 333–251769). The Registration 

Statement was declared effective by the SEC on 

January 8, 2021. 

establishes comment deadline(s) 

pertaining to each request. 

The public portions of the Postal 

Service’s request(s) can be accessed via 

the Commission’s website (https://

www.prc.gov). Non-public portions of 

the Postal Service’s request(s), if any, 

can be accessed through compliance 

with the requirements of 39 CFR 

3011.301.1

The Commission invites comments on 

whether the Postal Service’s request(s) 

in the captioned docket(s) are consistent 

with the policies of title 39. For 

request(s) that the Postal Service states 

concern market dominant product(s), 

applicable statutory and regulatory 

requirements include 39 U.S.C. 3622, 39 

U.S.C. 3642, 39 CFR part 3030, and 39 

CFR part 3040, subpart B. For request(s) 

that the Postal Service states concern 

competitive product(s), applicable 

statutory and regulatory requirements 

include 39 U.S.C. 3632, 39 U.S.C. 3633, 

39 U.S.C. 3642, 39 CFR part 3035, and 

39 CFR part 3040, subpart B. Comment 

deadline(s) for each request appear in 

section II. 

II. Docketed Proceeding(s) 

1. Docket No(s).: MC2022–38 and 

CP2022–45; Filing Title: USPS Request 

to Add Priority Mail Contract 735 to 

Competitive Product List and Notice of 

Filing Materials Under Seal; Filing 

Acceptance Date: January 28, 2022; 

Filing Authority: 39 U.S.C. 3642, 39 CFR 

3040.130 through 3040.135, and 39 CFR 

3035.105; Public Representative: 

Kenneth R. Moeller; Comments Due: 

February 7, 2022. 

This Notice will be published in the 

Federal Register. 

Erica A. Barker, 

Secretary. 

[FR Doc. 2022–02200 Filed 2–2–22; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94094; File No. SR– 

CboeBZX–2022–005] 

Self-Regulatory Organizations; Cboe 

BZX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change To List and 

Trade Shares of the Goldman Sachs 

Physical Gold ETF Under BZX Rule 

14.11(e)(4) (Commodity-Based Trust 

Shares) 

January 28, 2022. 

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

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

25, 2022, Cboe BZX Exchange, Inc. filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been substantially prepared by the 

Exchange. 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 

Cboe BZX Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘BZX’’) is filing with the 

Securities and Exchange Commission 

(‘‘Commission’’ or the ‘‘SEC’’) a 

proposed rule change to list and trade 

shares of the Goldman Sachs Physical 

Gold ETF (the ‘‘Trust’’) under BZX Rule 

14.11(e)(4), Commodity-Based Trust 

Shares. 

The text of the proposed rule change 

is also available on the Exchange’s 

website (http://markets.cboe.com/us/ 

equities/regulation/rule_filings/bzx/), at 

the Exchange’s Office of the Secretary, 

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 

Exchange 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 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade the Shares under BZX Rule 

14.11(e)(4),3 which governs the listing 

and trading of Commodity-Based Trust 

Shares on the Exchange.4 The 

Commission has previously approved 

and noticed for immediate and effective 

proposals that are substantively 

identical to this proposal that permit the 

listing and trading of the Shares on 

NYSE Arca, Inc. (‘‘Arca’’).5 Further, the 

Shares are currently listed and traded 

on Arca and as of December 14, 2021 

and had net assets of $414.19 million. 

Goldman Sachs Asset Management, 

L.P. is the sponsor of the Trust (the 

‘‘Sponsor’’). The Bank of New York 

Mellon is the trustee of the Trust (the 

‘‘Trustee’’). JPMorgan Chase Bank, N.A., 

London branch serves as the custodian 

of the Trust’s gold bullion (the 

‘‘Custodian’’) and is responsible for the 

safekeeping of the gold owned by the 

Trust. The Shares are registered with the 

Commission by means of the Trust’s 

registration statement on Form S–3 (the 

‘‘Registration Statement’’).6


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Federal Register / Vol. 87, No. 23 / Thursday, February 3, 2022 / Notices 6207 

7 15 U.S.C. 80a–1. 

8 17 U.S.C. 1. 

9The CME Group and the ICE are members of the 

Intermarket Surveillance Group (‘‘ISG’’). 

10 ‘‘Physical Gold’’ means gold bullion that meets 

the London Good Delivery Standards. 

11 ‘‘Fine Ounce’’ means an ounce of 100% pure 

gold, Fine Ounces being determined, as to Physical 

Gold, by multiplying the gross weight in ounces by 

the fineness, expressed as a fraction of the fine 

metal content in parts per 1,000 in accordance with 

London Good Delivery Standards and, as to gold 

held on an unallocated basis, by the number of Fine 

Ounces credited to the applicable unallocated 

account from time to time (such account being 

denominated in Fine Ounces). 

The Trust will not be registered as an 

investment company under the 

Investment Company Act of 1940, as 

amended,7 and is not required to 

register under such act. The Trust is not 

a commodity pool for purposes of the 

Commodity Exchange Act, as amended.8

Goldman Sachs Physical Gold ETF 

The Trust’s primary objective is for 

the Shares to reflect the performance of 

the price of gold less the expenses of the 

Trust’s operations. Although the Shares 

are not the exact equivalent of an 

investment in gold, they provide 

investors with an alternative that allows 

a level of participation in the gold 

market through the securities market. 

Operation of the Gold Market 

The global trade in gold consists of 

over-the-counter (‘‘OTC’’) transactions 

in spot, forwards, and options and other 

derivatives, together with exchangetraded futures and options. The OTC 

market trades on a continuous basis and 

accounts for most global gold trading. 

Market makers and participants in the 

OTC market trade with each other and 

their clients on a principal-to-principal 

basis. The main centers of the OTC 

market are London, New York and 

Zurich. Most OTC market trades are 

cleared through London. The London 

Bullion Market Association (‘‘LBMA’’) 

plays an important role in setting OTC 

gold trading industry standards. 

Futures Exchanges 

Although the Trust will not invest in 

gold futures, information about the gold 

futures market is relevant as such 

markets contribute to, and provide 

evidence of, the liquidity of the overall 

market for gold. The most significant 

gold futures exchange in the U.S. is 

COMEX, operated by Commodities 

Exchange, Inc., a subsidiary of New 

York Mercantile Exchange, Inc., and a 

subsidiary of the Chicago Mercantile 

Exchange Group (the ‘‘CME Group’’). 

Other commodity exchanges include the 

Tokyo Commodity Exchange 

(‘‘TOCOM’’), the Multi Commodity 

Exchange Of India (‘‘MCX’’), the 

Shanghai Futures Exchange, ICE Futures 

US (the ‘‘ICE’’), and the Dubai Gold & 

Commodities Exchange.9

The London Bullion Market Association 

The LBMA is a trade association that, 

among other duties, maintains and 

publishes ‘‘Good Delivery’’ lists that 

establish a set of criteria that a refiner 

and its gold must satisfy before being 

accepted for trading. Although the 

market for Physical Gold 10 is 

distributed globally, most OTC market 

trades are cleared through London. The 

LBMA coordinates the market for gold 

and acts as the principal point of 

contact between the market and its 

regulators. A primary function of the 

LBMA is its involvement in the 

promotion of refining standards by 

maintenance of the ‘‘London Good 

Delivery Lists,’’ which are the lists of 

LBMA accredited melters and assayers 

of gold as well as the specifications to 

which a bar/ingot must adhere. The 

LBMA also coordinates market clearing 

and vaulting, and promotes good trading 

practices. ‘‘Good Delivery’’ is a list of 

specifications a bar or ingot must meet 

to trade on the London gold markets. 

The standards for gold bars meeting the 

‘‘London Good Delivery Lists’’ are 

published in LBMA’s ‘‘The Good 

Delivery Rules for Gold and Silver 

Bars’’. Gold is usually traded on the 

London market on a loco London basis. 

This means the gold is physically held 

in vaults in London or is transferred 

into accounts established in London. 

Payment upon settlement and delivery 

of a loco London spot trade is usually 

in U.S. dollars, two business days after 

the trade date. Delivery of the gold is 

either by physical delivery or through 

the LBMA clearing system to an 

unallocated account. 

Creation and Redemption of Shares by 

Authorized Participants 

According to the Registration 

Statement, authorized participants may 

purchase (i.e., create) or redeem Shares 

only in blocks of 25,000 Shares (each 

such block, a ‘‘Creation Unit’’) in the 

Trust. Creation Units are offered to 

authorized participants at the Trust’s 

net asset value (‘‘NAV’’). The size of a 

Creation Unit is subject to change. The 

creation and redemption of Creation 

Units will only be made in exchange for 

the delivery to the Trust or the 

distribution by the Trust of the amount 

of gold represented by the Creation 

Units being created or redeemed, the 

amount of which will be based on the 

combined Fine Ounces 11 represented 

by the number of Shares included in the 

Creation Units being created or 

redeemed determined on the day the 

order to create or redeem Creation Units 

is properly received. 

Orders to create and redeem Creation 

Units may be placed only by authorized 

participants. An authorized participant 

must: (1) Be a registered broker-dealer or 

other securities market participant, such 

as a bank or other financial institution, 

which, but for an exclusion from 

registration, would be required to 

register as a broker-dealer to engage in 

securities transactions, (2) be a 

participant in the Depository Trust 

Company (‘‘DTC’’) and (3) must have an 

agreement with the Custodian 

establishing an account or have an 

existing account meeting the standards 

described herein. 

Gold is delivered to the Trust and 

distributed by the Trust through credits 

and debits between authorized 

participants’ accounts, the trust 

unallocated metal account and the trust 

allocated metal account. When the 

Trustee requests creation of a basket at 

an authorized participant’s request, the 

authorized participant will then transfer 

gold to the trust unallocated metal 

account. Once that gold is received in 

the trust unallocated metal account, the 

Custodian will then allocate the gold to 

the trust allocated metal account where 

it will be stored for safekeeping. All 

gold represented by a credit to any 

authorized participant’s unallocated 

account represents a right to receive 

Fine Ounces of gold. London Bars must 

further conform to London Good 

Delivery Standards. 

Creation Procedures—Authorized 

Participants 

On any business day, an authorized 

participant may place an order with the 

Trustee to create one or more Creation 

Unit. For purposes of processing both 

purchase and redemption orders, a 

‘‘business day’’ means any day other 

than a day: (1) When the Exchange is 

closed for regular trading; or (2) if the 

order or other transaction requires the 

receipt or delivery, or the confirmation 

of receipt or delivery, of gold in the 

United Kingdom, or in some other 

jurisdiction on a particular day, (A) 

when banks are authorized to close in 

the United Kingdom, or in such other 

jurisdiction or when the London gold 

market is closed or (B) when banks in 

the United Kingdom, or in such other 

jurisdiction are, or the London gold 

market is, not open for a full business 

day and the order or other transaction 

requires the execution or completion of 

procedures which cannot be executed or 

completed by the close of the business 

day. Purchase orders must be placed 


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6208 Federal Register / Vol. 87, No. 23 / Thursday, February 3, 2022 / Notices 

12 ‘‘Order Cutoff Time’’ is defined, with respect to 

any business day, as (i) 3:59:59 p.m. New York City 

time on such business day or (ii) another time 

agreed to by the Sponsors and the Trustee as to 

which the Sponsor has notified registered owners 

of Shares and all existing authorized participants. 

13 ‘‘Basket Gold Amount’’ refers to the amount of 

gold that must be deposited for issuance of one 

Creation Unit or that is deliverable on surrender of 

one Creation Unit. 

prior to the Order Cutoff Time 12 on any 

business day. 

Determination of Required Deposits 

The Trustee shall determine the 

Basket Gold Amount 13 for each 

business day, and each such 

determination thereof and the Trustee’s 

resolution of questions concerning the 

composition of the Basket Gold Amount 

shall be final and binding on all persons 

interested in the Trust. At the creation 

of the Trust, the initial Basket Gold 

Amount was 500 Fine Ounces of gold. 

After the initial deposit of gold into the 

Trust, the Creation Unit Gold Amount 

for each business day shall be an 

amount of gold equal to: 

Where: 

(a) = the total number of Fine Ounces of gold 

held in the Trust as of the opening of 

business on such business day 

(b) = the number of Fine Ounces of gold 

equal in value to the Trust’s unpaid 

expense accrual as of the opening of 

business on such business day 

(c) = the total number of Shares outstanding 

as of the opening of business on such 

business day 

(d) = 25,000 (or other number of Shares in 

a Creation Unit for such business day). 

Fractions of a Fine Ounce of gold 

included in the Basket Gold Amount 

smaller than 0.001 Fine Ounces shall be 

disregarded. The Sponsor shall publish, 

or shall designate another person to 

publish, for each business day, the 

Basket Gold Amount 

Delivery of Required Deposits 

An authorized participant who places 

a purchase order is responsible for 

crediting the trust unallocated metal 

account with the required gold deposit 

amount by 4:00 p.m. London time on 

the second business day following the 

purchase order date. No Shares will be 

issued unless and until the Custodian 

has informed the Trustee that it has 

credited to the trust allocated metal 

account at the Custodian the 

corresponding amount of gold. Upon 

transfer of the gold deposit amount to 

the trust allocated metal account, the 

Trustee will direct DTC to credit the 

number of Creation Units ordered to the 

authorized participant’s DTC account. 

The expense and risk of delivery, 

ownership and safekeeping of gold, 

until such gold has been received by the 

Custodian on behalf of the Trust, shall 

be borne solely by the authorized 

participant. 

Redemption Procedures—Authorized 

Participants 

The procedures by which an 

authorized participant can redeem one 

or more Creation Unit will mirror the 

procedures for the creation of Creation 

Units. On any business day, an 

authorized participant may place an 

order with the Trustee to redeem one or 

more Creation Units. Redemption orders 

must be placed prior to the Order Cutoff 

Time on each business day the 

Exchange is open for regular trading 

(normally 9:30 a.m. Eastern Time). A 

redemption order so received is 

effective on the date it is received in 

satisfactory form by the Trustee. The 

redemption procedures allow only 

authorized participants to redeem 

Creation Units. An investor may not 

redeem Creation Units other than 

through an authorized participant. By 

placing a redemption order, an 

authorized participant agrees to deliver 

the Creation Unit to be redeemed 

through DTC’s book-entry system to the 

Trust no later than the second business 

day following the effective date of the 

redemption order. Prior to the delivery 

of the redemption distribution for a 

redemption order, the authorized 

participant must also have wired to the 

Trustee the non-refundable transaction 

fee due for the redemption order. The 

redemption distribution from the Trust 

consists of a credit to the redeeming 

authorized participant’s account 

representing the amount of the gold 

held by the Trust evidenced by the 

Shares being redeemed as of the date of 

the redemption order. A redeeming 

authorized participant is responsible for 

any applicable tax, fees or other 

governmental charge that may be due, as 

well as any charges or fees in 

connection with the transfer of gold and 

the issuance and delivery of the Shares, 

and any expense associated with the 

delivery of gold other than by credit to 

an authorized participant’s unallocated 

account with the Custodian or another 

LBMA-member clearing bank. 

Delivery of Redemption Distribution 

The redemption distribution due from 

the Trust is delivered to the authorized 

participant on the second business day 

following the redemption order date if, 

by 9:00 a.m. Eastern time on the second 

business day following the redemption 

order date, the Trustee’s DTC account 

has been credited with the Creation 

Units to be redeemed. The Custodian 

will arrange for the redemption amount 

in gold to be transferred from the trust 

allocated metal account to the trust 

unallocated metal account, and 

thereafter, as necessary, to the 

redeeming authorized participant’s 

account. With respect to a redemption 

order provided in the ordinary course, 

the Custodian shall deliver unallocated 

gold to the account indicated by the 

redeeming authorized participant in its 

redemption order by 4:00 p.m. London 

Time on the second business day 

following the order date. 

Valuation of Gold and Computation of 

NAV 

On each business day that the 

Exchange is open for regular trading, as 

promptly as practicable after 4:00 p.m., 

Eastern time, the Trustee will value the 

gold held by the Trust and will 

determine the NAV of the Trust, as 

described below. The NAV of the Trust 

is the aggregate value of gold and other 

assets, if any, of the Trust (other than 

any amounts credited to the Trust’s 

reserve account, if any) including cash, 

if any, less liabilities of the Trust, which 

include estimated accrued but unpaid 

fees, expenses and other liabilities. All 

gold is valued based on its Fine Ounce 

content, calculated by multiplying the 

weight of gold by its purity; the same 

methodology is applied independent of 

the type of gold held by the Trust. The 

Trustee values the gold held by the 

Trust based on the afternoon LBMA 

Gold Price, or the morning LBMA Gold 

Price, if such day’s afternoon LBMA 

Gold Price is not available. If no LBMA 

Gold Price is available for the day, the 

Trustee will value the Trust’s gold based 

on the most recently announced 

afternoon LBMA Gold Price or morning 

LBMA Gold Price. If the Sponsor 

determines that such price is 

inappropriate to use, it shall identify an 

alternate basis for evaluation to be 

employed by the Trustee. The Sponsor 

may instruct the Trustee to use a 

different price which is reasonably 

available to the Trustee at no cost to the 

Trustee that the Sponsor determines to 

fairly represent the commercial value of 

the Trust’s gold. Once the value of gold 

has been determined, the Trustee will 

subtract all estimated accrued but 

unpaid fees, expenses and other 

liabilities of the Trust from the total 

value of gold and any other assets of the 

Trust (other than any amounts credited 

to the Trust’s reserve account), 

including cash, if any. The resulting 

figure is the NAV of the Trust. The 

Trustee will also determine the NAV per 

share by dividing the NAV of the Trust 

by the number of the Shares outstanding 


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(a) minus (b) 

(c)divided by (d) 
Federal Register / Vol. 87, No. 23 / Thursday, February 3, 2022 / Notices 6209 

14The exchange of Shares to facilitate the 

delivery of Physical Gold is subject to applicable 

product premiums and the delivery fees associated 

with the transport of Physical Gold to delivery 

applicants. 

15Regular Trading Hours is the time between 9:30 

a.m. and 4:00 p.m. Eastern Time. 

16See https://www.gsam.com/content/gsam/us/ 

en/individual/products/etf-fund-finder/goldmansachs-physical-goldetf.html#activeTab=performance. 

17For purposes of Rule 14.11(e)(4), the term 

commodity takes on the definition of the term as 

provided in the Commodity Exchange Act. 

as of the close of trading on the 

Exchange (which includes the net 

number of any Shares deemed created 

or redeemed on such evaluation day).14

Secondary Market Trading 

The Shares may trade in the 

secondary market on the Exchange at 

prices that are lower or higher relative 

to their NAV per share. The amount of 

the discount or premium in the trading 

price relative to the NAV per share may 

be influenced by non-concurrent trading 

hours between the Exchange and the 

COMEX, London and Zurich. While the 

Shares will trade on the Exchange 

during all trading sessions, liquidity in 

the global gold market may be reduced 

after the close of the major world gold 

markets, including London, Zurich and 

COMEX, usually at 1:30 p.m. Eastern 

Time. As a result, during this time, 

trading spreads and the resulting 

premium or discount on the Shares may 

widen. 

Availability of Information Regarding 

Gold 

Currently, the Consolidated Tape Plan 

does not provide for dissemination of 

the spot price of a commodity such as 

gold over the Consolidated Tape. 

However, there will be disseminated 

over the Consolidated Tape the last sale 

price for the Shares, as is the case for 

all equity securities traded on the 

Exchange (including exchange-traded 

funds). In addition, there is a 

considerable amount of information 

about gold and gold markets available 

on public websites and through 

professional and subscription services. 

Investors may obtain gold pricing 

information on a 24-hour basis based on 

the spot price for an ounce of gold from 

various financial information service 

providers, such as Reuters and 

Bloomberg. Reuters and Bloomberg, for 

example, provide at no charge on their 

websites delayed information regarding 

the spot price of Gold and last sale 

prices of Gold futures, as well as 

information about news and 

developments in the gold market. 

Reuters and Bloomberg also offer a 

professional service to subscribers for a 

fee that provides information on Gold 

prices directly from market participants. 

Complete real-time data for Gold 

futures and options prices traded on the 

COMEX are available by subscription 

from Reuters and Bloomberg. There are 

a variety of other public websites 

providing information on gold, ranging 

from those specializing in precious 

metals to sites maintained by major 

newspapers. In addition, the LBMA 

Gold Price is publicly available at no 

charge at www.lbma.org.uk. 

Investors may obtain gold pricing 

information based on the spot price for 

a Fine Ounce from various financial 

information service providers. Current 

spot prices also are generally available 

with bid/ask spreads from gold bullion 

dealers. In addition, the Trust’s website 

will provide pricing information for 

gold spot prices and the Shares. Market 

prices for the Shares will be available 

from a variety of sources including 

brokerage firms, information websites 

and other information service providers. 

The NAV of the Trust will be published 

by the Sponsor on each day that the 

Exchange is open for regular trading and 

will be posted on the Trust’s website. 

Intraday Indicative Value (‘‘IIV’’) 

The IIV is an indicator of the value of 

the Trust’s net assets at the time the IIV 

is disseminated. The IIV is calculated 

and disseminated every 15 seconds 

during Regular Trading Hours.15 The IIV 

is generally calculated using the prior 

day’s closing net assets of the Trust as 

a base and updating throughout the 

trading day changes in the value of the 

gold and cash held by the Trust. 

The IIV will be disseminated by the 

Exchange or a major market data 

vendor. In addition, the IIV is available 

through on-line information services 

such as Bloomberg Finance L.P. and 

Reuters. 

Availability of Information 

The Trust’s website, Goldman Sachs 

Physical Gold ETF (www.gsam.com), 

which is publicly accessible at no 

charge, contains the following 

information: (a) The prior business day’s 

NAV per Share, the reported daily 

closing price and the reported daily 

trading volume; (b) the Basket Gold 

Amount; (c) the midpoint of the bid-ask 

price as of the time the NAV per Share 

is calculated (the ‘‘Bid-Ask Price’’); (d) 

the calculation of the premium or 

discount of such price against such 

NAV per Share; (e) data in chart form 

displaying the frequency distribution of 

discounts or premiums of the bid-ask 

price against the NAV per Share, within 

appropriate ranges for each of the four 

previous calendar quarters; and (f) the 

current prospectus of the Trust.16

Finally, the Trust’s website will provide 

the last sale price of the Shares as traded 

in the U.S. market. In addition, 

information regarding market price and 

trading volume of the Shares will be 

continually available on a real-time 

basis throughout the day on brokers’ 

computer screens and other electronic 

services. Information regarding the 

previous day’s closing price and trading 

volume information for the Shares will 

be published daily in the financial 

section of newspapers. 

Criteria for Initial and Continued Listing 

The Trust will be subject to the 

criteria in Rule 14.11(e)(4) for initial and 

continued listing of the Shares. The 

Exchange will obtain a representation 

that the Trust’s NAV will be calculated 

daily and that these values and 

information about the assets of the Trust 

will be made available to all market 

participants at the same time. The 

Exchange notes that, as defined in Rule 

14.11(e)(4)(C)(i), the Shares will be: (a) 

Issued by a trust that holds a specified 

commodity 17 deposited with the trust; 

(b) issued by such trust in a specified 

aggregate minimum number in return 

for a deposit of a quantity of the 

underlying commodity; and (c) when 

aggregated in the same specified 

minimum number, may be redeemed at 

a holder’s request by such trust which 

will deliver to the redeeming holder the 

quantity of the underlying commodity. 

Upon termination of the Trust, the 

Shares will be removed from listing. 

The Trustee, Bank of New York Mellon, 

is a trust company having substantial 

capital and surplus and the experience 

and facilities for handling corporate 

trust business, as required under Rule 

14.11(e)(4)(E)(iv)(a) and that no change 

will be made to the trustee without prior 

notice to and approval of the Exchange. 

Trading Halts 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares. 

The Exchange will halt trading in the 

Shares under the conditions specified in 

BZX Rule 11.18. Trading may be halted 

because of market conditions or for 

reasons that, in the view of the 

Exchange, make trading in the Shares 

inadvisable. These may include: (1) The 

extent to which trading is not occurring 

in underlying gold market; or (2) 

whether other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. Trading in the 


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6210 Federal Register / Vol. 87, No. 23 / Thursday, February 3, 2022 / Notices 

18For a list of the current members and affiliate 

members of ISG, see www.isgportal.com. 

19 15 U.S.C. 78f. 

20 15 U.S.C. 78f(b)(5). 

Shares also will be subject to Rule 

14.11(e)(4)(E)(ii), which sets forth 

circumstances under which trading in 

the Shares may be halted. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Shares subject to the Exchange’s 

existing rules governing the trading of 

equity securities. BZX will allow trading 

in the Shares during all trading sessions 

on the Exchange. The Exchange has 

appropriate rules to facilitate 

transactions in the Shares during all 

trading sessions. As provided in BZX 

Rule 11.11(a), the minimum price 

variation for quoting and entry of orders 

in securities traded on the Exchange is 

$0.01 where the price is greater than 

$1.00 per share or $0.0001 where the 

price is less than $1.00 per share. 

Surveillance 

The Exchange believes that its 

surveillance procedures are adequate to 

properly monitor the trading of the 

Shares on the Exchange during all 

trading sessions and to deter and detect 

violations of Exchange rules and the 

applicable federal securities laws. 

Trading of the Shares through the 

Exchange will be subject to the 

Exchange’s surveillance procedures for 

derivative products, including 

Commodity-Based Trust Shares. The 

issuer has represented to the Exchange 

that it will advise the Exchange of any 

failure by the Trust or the Shares to 

comply with the continued listing 

requirements, and, pursuant to its 

obligations under Section 19(g)(1) of the 

Act, the Exchange will surveil for 

compliance with the continued listing 

requirements. If the Trust or the Shares 

are not in compliance with the 

applicable listing requirements, the 

Exchange will commence delisting 

procedures under Exchange Rule 14.12. 

The Exchange may obtain information 

regarding trading in the Shares and Gold 

futures via ISG, from other exchanges 

who are members or affiliates of the ISG, 

or with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement.18

Information Circular 

Prior to the commencement of 

trading, the Exchange will inform its 

members in an Information Circular of 

the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Circular 

will discuss the following: (i) The 

procedures for the creation and 

redemption of Baskets (and that the 

Shares are not individually redeemable); 

(ii) BZX Rule 3.7, which imposes 

suitability obligations on Exchange 

members with respect to recommending 

transactions in the Shares to customers; 

(iii) how information regarding the IIV 

and the Trust’s NAV are disseminated; 

(iv) the risks involved in trading the 

Shares outside of Regular Trading Hours 

when an updated IIV will not be 

calculated or publicly disseminated; (v) 

the requirement that members deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction; and (vi) trading 

information. In addition, the 

Information Circular will advise 

members, prior to the commencement of 

trading, of the prospectus delivery 

requirements applicable to the Shares. 

Members purchasing the Shares for 

resale to investors will deliver a 

prospectus to such investors. The 

Information Circular will also discuss 

any exemptive, no-action and 

interpretive relief granted by the 

Commission from any rules under the 

Act. 

2. Statutory Basis 

The Exchange believes that the 

proposal is consistent with Section 6(b) 

of the Act 19 in general and Section 

6(b)(5) of the Act 20 in particular in that 

it is designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

facilitating transactions in securities, to 

remove impediments to and perfect the 

mechanism of a free and open market 

and a national market system and, in 

general, to protect investors and the 

public interest. 

The Commission has approved 

numerous series of Trust Issued 

Receipts, including Commodity-Based 

Trust Shares, to be listed on U.S. 

national securities exchanges. In order 

for any proposed rule change from an 

exchange to be approved, the 

Commission must determine that, 

among other things, the proposal is 

consistent with the requirements of 

Section 6(b)(5) of the Act, specifically 

including: (i) The requirement that a 

national securities exchange’s rules are 

designed to prevent fraudulent and 

manipulative acts and practices; and (ii) 

the requirement that an exchange 

proposal be designed, 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 Exchange Rule 

14.11(e)(4). The Exchange has in place 

surveillance procedures that are 

adequate to properly monitor trading in 

the Shares in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. The Exchange may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. 

The proposed rule change is designed 

to 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. 

As noted above, the Commission has 

previously approved the Original 

Proposal, which considered together 

with the Updated Proposal is 

substantively identical to this proposal 

which permits the listing and trading of 

the Shares. 

For the above reasons, the Exchange 

believes that the proposed rule change 

is consistent with the requirements of 

Section 6(b)(5) of the Act. 

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 purpose of the Act. The Exchange 

believes that the proposed amendment 

will facilitate the listing of an additional 

exchange-traded product on the 

Exchange, which will enhance 

competition among listing venues, to 

the benefit of issuers, investors, and the 

marketplace more broadly. 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 23 / Thursday, February 3, 2022 / Notices 6211 

21 15 U.S.C. 78s(b)(3)(A). 

22 17 CFR 240.19b–4(f)(6). 

23 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

satisfied this requirement. 

24 17 CFR 240.19b–4(f)(6). 

25 17 CFR 240.19b–4(f)(6)(iii). 

26For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. See 15 U.S.C. 78c(f). 27 17 CFR 200.30–3(a)(12). 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

The Exchange has neither solicited 

nor received written comments on the 

proposed rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (i) Significantly affect 

the protection of investors or the public 

interest; (ii) impose any significant 

burden on competition; and (iii) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 21 and Rule 19b– 

4(f)(6) 22 thereunder.23

A proposed rule change filed under 

Rule 19b–4(f)(6) 24 normally does not 

become operative prior to 30 days after 

the date of the filing. However, pursuant 

to Rule 19b–4(f)(6)(iii),25 the 

Commission may designate a shorter 

time if such action is consistent with the 

protection of investors and the public 

interest. The Exchange has asked the 

Commission to waive the 30-day 

operative delay so that the proposed 

rule change may take effect upon filing 

and BZX may list the Shares as soon as 

practicable. The Commission believes 

that waiver of the 30-day operative 

delay is consistent with the protection 

of investors and the public interest 

because the proposed rule change does 

not raise any new or novel issues. 

Accordingly, the Commission waives 

the 30-day operative delay and 

designates the proposal operative upon 

filing.26

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend such rule change if 

it appears to the Commission that such 

action is necessary or appropriate in the 

public interest, for the protection of 

investors, or otherwise in furtherance of 

the purposes of the Act. If the 

Commission takes such action, the 

Commission shall institute proceedings 

to determine whether the proposed rule 

change should be approved or 

disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

CboeBZX–2022–005 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–CboeBZX–2022–005. This 

file number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of the 

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–CboeBZX–2022–005 and 

should be submitted on or before 

February 24, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.27

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–02182 Filed 2–2–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34488] 

Notice of Applications for 

Deregistration Under Section 8(f) of the 

Investment Company Act of 1940 

January 28, 2022. 

The following is a notice of 

applications for deregistration under 

section 8(f) of the Investment Company 

Act of 1940 for the month of January 

2022. A copy of each application may be 

obtained via the Commission’s website 

by searching for the file number, or for 

an applicant using the Company name 

box, at http://www.sec.gov/search/ 

search.htm or by calling (202) 551– 

8090. An order granting each 

application will be issued unless the 

SEC orders a hearing. Interested persons 

may request a hearing on any 

application by emailing the SEC’s 

Secretary at Secretarys-Office@sec.gov 

and serving the relevant applicant with 

a copy of the request by email, if an 

email address is listed for the relevant 

applicant below, or personally or by 

mail, if a physical address is listed for 

the relevant applicant below. Hearing 

requests should be received by the SEC 

by 5:30 p.m. on February 22, 2022, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to Rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary at 

Secretarys-Office@sec.gov. 

ADDRESSES: The Commission: 

Secretarys-Office@sec.gov. 

FOR FURTHER INFORMATION CONTACT: 

Shawn Davis, Assistant Director, at 

(202) 551–6413 or Chief Counsel’s 

Office at (202) 551–6821; SEC, Division 

of Investment Management, Chief 


khammond on DSKJM1Z7X2PROD with NOTICES