Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 18837 

40 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 92506 

(July 26, 2021), 86 FR 41109. 

4 15 U.S.C. 78s(b)(2). 

5See Securities Exchange Act Release No. 92867, 

86 FR 50568 (September 9, 2021). 6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 93434, 

86 FR 60516 (November 2, 2021). 8 15 U.S.C. 78s(b)(2). 

9See Securities Exchange Act Release No. 94003, 

87 FR 3865 (January 25, 2022). The Commission 

designated March 27, 2022, as the date by which 

the Commission shall either approve or disapprove 

the proposed rule change. 10Amendment No. 1 is available on the 

Commission’s website at https://www.sec.gov/ 

comments/sr-nysearca-2021-65/srnysearca202165- 

20117903-270825.pdf. Among other things, 

Amendment No. 1 to the proposed rule change 

provided greater detail with respect to 

characteristics of unallocated gold, Sprott ESG 

Approved Gold (as defined herein), and ESG 

Criteria (as defined herein), as well as valuation of 

the Trust’s (as defined herein) gold. Amendment 

No. 1 explained how Sprott ESG Approved Gold 

will be created for the Trust, as well as the process 

of the exchange or conversion of the types of gold 

held by the Trust, and how this occurs during 

creations and redemptions. Amendment No. 1 also 

represented that there is no separate market for 

Sprott ESG Approved Gold, there is no industry 

standard for ESG factors that apply to gold 

production, and the value of the gold held by the 

Trust, whether allocated Sprott ESG Approved Gold 

or unallocated gold, will be determined by the 

LBMA Gold Price PM (as defined herein). 

Amendment No. 1 made additional representations, 

including regarding the Information Bulletin. 

Finally, Amendment No. 1 provided clarifications 

and technical edits to the proposed rule change. 

11On February 11, 2021, the Trust submitted to 

the Commission its draft registration statement on 

Form S–1 under the Securities Act of 1933 (15 

U.S.C. 77a) (‘‘Securities Act’’) and on July 1, 2021, 

the Trust submitted to the Commission the most 

recent amendment to its draft registration statement 

(collectively, the ‘‘Registration Statement’’). The 

Jumpstart Our Business Startups Act, enacted on 

April 5, 2012, added Section 6(e) to the Securities 

Act. Section 6(e) of the Securities Act provides that 

an ‘‘emerging growth company’’ may confidentially 

submit to the Commission a draft registration 

statement for confidential, non-public review by the 

Commission staff prior to public filing, provided 

that the initial confidential submission and all 

amendments thereto shall be publicly filed not later 

than 21 days before the date on which the issuer 

conducts a road show, as such term is defined in 

Securities Act Rule 433(h)(4). An emerging growth 

company is defined in Section 2(a)(19) of the 

Securities Act as an issuer with less than 

$1,070,000,000 total annual gross revenues during 

its most recently completed fiscal year. The Trust 

meets the definition of an emerging growth 

company and consequently has submitted its Form 

S–1 Registration Statement on a confidential basis 

with the Commission. The Registration Statement is 

not yet effective and the Shares will not trade on 

the Exchange until such time that the Registration 

Statement is effective. 

12Commodity-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. 

13 15 U.S.C. 80a–1. 

14 17 U.S.C. 1. 

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–CboeBYX–2022–009 and 

should be submitted on or before April 

21, 2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.40

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06754 Filed 3–30–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94518; File No. SR– 

NYSEArca–2021–65] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of 

Amendment No. 1 and Order Granting 

Accelerated Approval of a Proposed 

Rule Change, as Modified by 

Amendment No. 1, To List and Trade 

Shares of the Sprott ESG Gold ETF 

Under NYSE Arca Rule 8.201–E 

(Commodity-Based Trust Shares) 

March 25, 2022. 

I. Introduction 

On July 19, 2021, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

Exchange Act of 1934 (‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 a proposed rule 

change to list and trade shares 

(‘‘Shares’’) of the Sprott ESG Gold ETF 

(‘‘Trust’’) under NYSE Arca Rule 8.201– 

E (Commodity-Based Trust Shares). The 

proposed rule change was published for 

comment in the Federal Register on July 

30, 2021.3 On September 2, 2021, 

pursuant to Section 19(b)(2) of the Act,4

the Commission designated a longer 

period within which to approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether to 

approve or disapprove the proposed 

rule change.5 On October 27, 2021, the 

Commission instituted proceedings 

under Section 19(b)(2)(B) of the Act 6 to 

determine whether to approve or 

disapprove the proposed rule change.7

On January 19, 2022, pursuant to 

Section 19(b)(2) of the Act,8 the 

Commission designated a longer period 

within which to issue an order 

approving or disapproving the proposed 

rule change.9 On February 25, 2022, the 

Exchange filed Amendment No. 1 to the 

proposed rule change.10 This 

Amendment No. 1, set forth in Item II 

below, replaces SR–NYSE Arca–2021– 

65 as originally filed and supersedes 

such filing in its entirety. The 

Commission has received no comment 

letters on the proposal. The Commission 

is publishing this notice to solicit 

comments on the proposed rule change, 

as modified by Amendment No. 1, from 

interested persons, and is approving the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

trade shares (‘‘Shares’’) of the Sprott 

ESG Gold ETF (the ‘‘Trust’’), under 

NYSE Arca Rule 8.201–E.11 Under 

NYSE Arca Rule 8.201–E, the Exchange 

may propose to list and/or trade 

Commodity-Based Trust Shares 

pursuant to unlisted trading privileges 

(‘‘UTP’’).12

The Trust will not be registered as an 

investment company under the 

Investment Company Act of 1940, as 

amended,13 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.14

The Sponsor of the Trust is Sprott 

Asset Management LP, a Canadian 

limited partnership. The Bank of New 

York Mellon serves as the Trust’s 

administrator (the ‘‘Administrator’’) and 


jspears on DSK121TN23PROD with NOTICES1
18838 Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 

15The Trustee is a fiduciary under the Trust 

Agreement and must satisfy the requirements of 

Section 3807 of the Delaware Statutory Trust Act. 

However, the fiduciary duties, responsibilities and 

liabilities of the Trustee are limited by, and are only 

those specifically set forth in, the Trust Agreement. 

The Trust does not have a Board of Directors or 

persons acting in a similar capacity. 16The Mint operates pursuant to the Royal 

Canadian Mint Act (Canada) and is a Canadian 

Crown corporation. Crown corporations are 

corporations wholly-owned by the Government of 

Canada. The Mint is, for all its purposes, an agent 

of Her Majesty in right of Canada and, as such, its 

obligations generally constitute unconditional 

obligations of the Government of Canada. The Gold 

Custodian is responsible for safekeeping the gold 

owned by the Trust pursuant to gold storage and 

custody agreements. The Gold Custodian will store 

gold for the account of the Trust on an allocated 

basis in the Trust’s allocated account (the ‘‘Trust 

Allocated Account’’), except where gold is 

temporarily held in an unallocated account on an 

unallocated basis in the Trust’s unallocated account 

(the ‘‘Trust Unallocated Account’’). Unallocated 

gold is gold stored by or on behalf of the Mint on 

behalf of its customers consisting of gold that is not 

specifically designated as being held by a particular 

customer and will not qualify as Sprott ESG 

Approved Gold. The Mint will facilitate the transfer 

of gold in and out of the Trust through (i) accounts 

that Authorized Participants (as defined below) 

have established at a London Precious Metals 

Clearing Limited clearing bank and (ii) the Trust 

Unallocated Account and Trust Allocated Account 

it will maintain for the Trust. The Gold Custodian 

is responsible for allocating specific bars of gold to 

the Trust Allocated Account. The Gold Custodian 

will provide the Trust with regular reports detailing 

the gold transfers in and out of the Trust 

Unallocated Account with the Gold Custodian and 

identifying the gold bars held in the Trust Allocated 

Account. Unallocated gold held by the Trust 

consists of a pool of London Good Delivery gold 

bars. 

17See Securities Exchange Act Release No. 84257 

(September 21, 2018), 83 FR 48877 (September 27, 

2018) (SR–NYSEArca–2018–55). 

18See Securities Exchange Act Release No. 81077 

(July 5, 2017), 82 FR 32024 (July 11, 2017) (SR– 

NYSEArca–2017–55). 

19See Securities Exchange Act Release No. 71378 

(January 23, 2014), 79 FR 4786 (January 29, 2014) 

(SR–NYSEArca–2013–137). 

20See Securities Exchange Act Release No. 66930 

(May 7, 2012), 77 FR 27817 (May 11, 2012) (SR– 

NYSEArca–2012–18) 

21See Securities Exchange Act Release No. 79518 

(December 9, 2016), 81 FR 90876 (December 15, 

2016) (SR–NYSEArca–2016–84) (order approving 

listing and trading of shares of the Long Dollar Gold 

Trust). 

22With respect to the application of Rule 10A– 

3 (17 CFR 240.10A–3) under the Act, the Trust 

relies on the exemption contained in Rule 10A– 

3(c)(7). 

23The description of the operation of the Trust, 

the Shares and the gold market contained herein are 

based, in part, on the Registration Statement. See 

note 11, supra. 

24The ESG Criteria are anticipated to evolve over 

time at the discretion of the Sponsor. Also, one or 

more criterion may not be relevant with respect to 

all sources of gold that are eligible for investment. 

Factors that could be considered by the Sponsor in 

modifying the ESG Criteria include changes to 

current gold mining techniques or standards, 

evolving legal standards, the introduction of new 

standards or evaluation frameworks within the 

mining industry or the elimination of existing 

standards or frameworks that in the view of the 

Sponsor are relevant to the ESG assessment of a 

mining company or mine site. 

transfer agent (the ‘‘Transfer Agent’’). 

The Delaware Trust Company is the 

trustee of the Trust (the ‘‘Trustee’’).15

The Royal Canadian Mint is the 

custodian of the Trust’s gold (the ‘‘Gold 

Custodian’’ or ‘‘Mint’’) and also 

produces Sprott ESG Approved Gold (as 

defined below) in bar form for the 

Trust.16 The Bank of New York Mellon 

will also serve as the Trust’s cash 

custodian (the ‘‘Cash Custodian’’) 

pursuant to the terms of the agreement 

between the Trust and the Cash 

Custodian. In its capacity as cash 

custodian, the Cash Custodian will 

maintain a custodial account that holds 

cash for the benefit of the Trust for the 

purpose of payment of the Sponsor’s fee 

in cash or the other expenses of the 

Trust. 

The Commission has previously 

approved listing on the Exchange under 

NYSE Arca Rules 5.2–E(j)(5) and 8.201– 

E of other precious metals and goldbased commodity trusts, including the 

GraniteShares Gold MiniBAR Trust; 17

the GraniteShares Gold Trust; 18 the 

Merk Gold Trust; 19 the APMEX 

Physical-1 oz. Gold Redeemable 

Trust; 20 and the Long Dollar Gold 

Trust.21

The Exchange represents that the 

Shares will satisfy the requirements of 

NYSE Arca Rule 8.201–E and thereby 

qualify for listing on the Exchange.22

Operation of the Trust 23

The investment objective of the Trust 

will be for the Shares to reflect the 

performance of the price of gold, less 

the Trust’s expenses and liabilities 

through an investment in physical gold 

bullion that meets certain ESG criteria 

determined by the Sponsor and on a 

temporary basis in unallocated gold. 

The Trust will issue Shares which 

represent units of fractional undivided 

beneficial interest in and ownership of 

the Trust. 

The Trust’s assets are expected to 

consist primarily of fully allocated 

unencumbered physical gold bullion 

held by the Mint on behalf of the Trust 

that meets certain environmental, social 

and governance (‘‘ESG’’) standards and 

criteria established by the Sponsor 

(‘‘Sprott ESG Approved Gold’’). As 

described below, the Trust will also 

hold unallocated gold on a temporary 

basis, particularly in connection with 

creations and redemptions. Such 

unallocated gold will not qualify as 

Sprott ESG Approved Gold. The Trust 

does not have a minimum amount of 

Sprott ESG Approved Gold that it is 

required to hold at any given time. 

Sprott ESG Approved Gold and 

unallocated gold are described in more 

detail below. 

The Trust will not trade in gold 

futures, options or swap contracts on 

any futures exchange or over the 

counter (‘‘OTC’’). The Trust will not 

hold or trade in commodity futures 

contracts, ‘‘commodity interests’’, or any 

other instruments regulated by the 

Commodity Exchange Act. The Trust’s 

Cash Custodian may hold cash 

temporarily received from the sale of 

gold. The Trust’s assets will only consist 

of Sprott ESG Approved Gold, 

unallocated gold and cash. 

The Shares are intended to constitute 

a simple and cost-effective means of 

making an investment similar to an 

investment in gold bullion that meets 

the ESG Criteria. 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. 

Sprott ESG Approved Gold 

Sprott ESG Approved Gold will be 

produced by the Mint specifically for 

the Trust using raw material that meets 

the criteria discussed below. Sprott ESG 

Approved Gold, as defined for purposes 

of the Trust, is not available in the 

general marketplace, although others, 

including other funds, may use the term 

‘‘ESG’’ for gold used for their purposes. 

The term ‘‘Sprott ESG Approved 

Gold’’ refers to gold that is physically 

indistinguishable from other gold but 

that has been sourced and produced in 

a manner consistent with the ESG 

standards and criteria used by the 

Sponsor (the ‘‘ESG Criteria’’), which are 

designed to provide investors with an 

enhanced level of ESG scrutiny along 

with disclosure of the provenance of the 

metal sourced, and include an 

evaluation of mining companies and 

mines.24 Mining companies and mines 

that meet the ESG Criteria (‘‘Sprott ESG 

Approved Mining Companies’’ and 

‘‘Sprott ESG Approved Mines’’, 

respectively) must also comply with the 

Mint Responsible Sourcing 

Requirements (as defined below). An 

overview of the Sponsor’s application of 

the ESG Criteria to mining companies 

and mines that can provide the material 

for Sprott ESG Approved Gold is 

provided below. 

The application of the ESG Criteria 

involves multiple levels of analysis. 

While the Sponsor’s evaluation of mines 

and mining companies will include the 

objective factors discussed below, the 

Sponsor will also evaluate company 

reports and, where possible, interview 

key personnel to assess whether such a 

mining company or mine meets the ESG 


jspears on DSK121TN23PROD with NOTICES1
Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 18839 

25Heightened risk or conflict areas include areas 

where: 

• human rights abuses, forced or child labor, war 

crimes or genocide are prevalent; 

• mines are involved in direct or indirect support 

to non-state actors that use arms without legal 

authority; 

• mines transport gold or supplies along routes 

that involve payment of illegal taxes or extortions; 

and 

• mines are involved in money laundering or 

terrorism financing. 

26Current output from North American mines 

that the Sponsor estimates would likely meet the 

definition of Sprott ESG Approved Mines (based on 

currently available public information) is between 

$12 and $15 billion per year. If the Sprott ESG 

Approved Gold held by the Trust would increase 

in any given year by approximately 25% of that 

estimated output, the Mint has represented that it 

would have the operational capacity to refine such 

amount of Sprott ESG Approved Gold. If the Trust’s 

increase would exceed that amount, the Trust 

would have to locate additional refiners, either in 

North America (for dore ́ mined in North America) 

or elsewhere (for dore ́ mined outside of North 

America); based on its experience in the gold 

industry, the Sponsor does not expect any 

difficulties with engaging such additional refiners 

in a timely manner. 

Criteria, which will require the 

subjective judgment of the Sponsor. The 

selection of these factors and how they 

are applied will be based, at least to 

some degree, on the judgment of the 

Sponsor and may or may not be 

consistent with current or future 

standards used by others in the 

industry. The ESG Criteria are subject to 

change by the Sponsor in its sole 

discretion. Any such changes will be 

reflected on the Trust’s website 

promptly after any change to the ESG 

Criteria, Sprott ESG Approved Mines or 

Sprott ESG Approved Mining 

Companies has been made. 

The ESG Criteria are in addition to 

those used in the LBMA Responsible 

Sourcing Program, as detailed in the 

LBMA’s Responsible Gold Guidance, 

and are designed to provide investors 

with an enhanced level of ESG scrutiny 

along with disclosure of the provenance 

of the metal sourced. The Mint currently 

requires that its refining customers, 

including mines, meet the requirements 

outlined in the OECD Due Diligence 

Guidance for Responsible Supply 

Chains of Minerals from ConflictAffected and High-Risk Areas, the 

LBMA Responsible Gold Guidance, the 

Mint’s Responsible Metals Program and 

the Mint’s Anti-Money Laundering and 

Anti-Terrorist Financing Program in 

compliance with the Proceeds of Crime 

(Money Laundering) and Terrorist 

Financing Act (Canada) (collectively, 

the ‘‘Mint Responsible Sourcing 

Requirements’’). Only mines which the 

Mint determines meet and maintain the 

Mint Responsible Sourcing 

Requirements and with whom the Mint 

has a contractual refining relationship 

(each a ‘‘Mint Approved Mine’’, 

collectively the ‘‘Mint Approved 

Mines’’) will be eligible for 

consideration by the Sponsor as a 

provider of Sprott ESG Approved Gold. 

The Mint will cease refining gold from 

any Mint Approved Mine that no longer 

meets the Mint Responsible Sourcing 

Requirements, as determined by the 

Mint from time to time. The Mint 

Responsible Sourcing Requirements are 

subject to change by the Mint in its sole 

discretion. 

The ESG factors are a component of 

the ESG Criteria and are used for the 

ESG assessment of mines and miners 

generally, and will encompass the 

following factors: 

• Environmental Factors 

Æ Energy use and greenhouse gas 

emissions 

Æ Tailings and waste management 

Æ Conservation and water 

management 

Æ Mine site remediation 

• Social Factors 

Æ Worker safety and health 

Æ Community relations 

Æ Natural resource benefit to local 

communities 

Æ Child and forced labor 

• Governance Factors 

Æ Corporate governance 

Æ Workplace and gender diversity 

Æ Fair executive compensation 

Æ Corporate transparency and 

disclosures 

Mining companies that qualify for the 

LBMA’s Responsible Sourcing Program 

and are Mint Approved Mines will then 

be subject to two levels of ESG 

screening by the Sponsor: At the overall 

company level and at the individual 

mine site level. 

First, the Sponsor will evaluate a 

mining company that operates a Mint 

Approved Mine using ESG factors 

determined by the Sponsor (described 

above). This evaluation will use a 

number of tools, which include ratings 

from third-party research providers, 

such as Sustainalytics ESG Risk Ratings, 

along with sell-side equity research 

reports. With respect to corporate 

governance, the Sponsor will evaluate 

recommendations from proxy voting 

research providers, such as the Glass 

Lewis Proxy Review. The Sponsor will 

also use compliance with precious 

metals industry standards as an 

objective factor in its evaluation of such 

mining companies. Each such mining 

company with high ESG ratings and 

favorable recommendations from proxy 

voting research providers that complies 

with precious metals industry standards 

will be designated as a Sprott ESG 

Approved Mining Company. Second, 

the Sponsor will evaluate individual 

mine site locations of each Sprott ESG 

Approved Mining Company. Each mine 

location of a Sprott ESG Approved 

Mining Company will then be evaluated 

by the Sponsor as follows: (1) The 

performance of each mine against 

various indicators in the Mining 

Association of Canada’s Towards 

Sustainable Mining standards; (2) using 

the ESG factors described above; and (3) 

whether such mine is in a heightened 

risk or conflict area.25 Each mining 

location of that Sprott ESG Approved 

Mining Company that (a) the Sponsor 

determines to meet the Mining 

Association of Canada’s Towards 

Sustainable Mining standards and the 

ESG factors, and (b) is not in a 

heightened risk or conflict area will be 

designated as a Sprott ESG Approved 

Mine. Only Sprott ESG Approved Mines 

will be permitted to supply the raw 

material for Sprott ESG Approved Gold 

to the Mint, which will then refine the 

raw material to create Sprott ESG 

Approved Gold for the Trust. This 

means that the provenance of Sprott 

ESG Approved Gold will be known to 

the Trust. Notwithstanding its special 

provenance, there is no separate market 

for gold from Sprott ESG Approved 

Mines. 

Based on its analysis of certain 

existing mines and taking into 

consideration the amount of physical 

gold bullion held by existing gold 

bullion ETFs, the Sponsor believes that 

a sufficient amount of raw material to 

create Sprott ESG Approved Gold for 

the Trust exists and will exist in the 

future.26

The Sponsor’s fee, which will be paid 

for by the Trust, and thus the 

shareholders, will include any costs 

associated with researching, 

establishing and maintaining the ESG 

Criteria, assessing mining companies 

and mines against certain of the ESG 

Criteria and the diligence of the Trust’s 

Sprott ESG Approved Gold holdings. 

The Sponsor will conduct research on 

each mining company using its in-house 

investment professionals and may use 

the services of outside consultants. 

Unallocated Gold 

The Trust’s assets will also include 

unallocated unencumbered physical 

gold bullion stored by the Mint on 

behalf of the Trust and cash. 

Unallocated gold is gold stored by or on 

behalf of the Mint in a pool on behalf 

of its customers; gold in that pool is not 

specifically designated as being held by 

a particular customer and shall mean, 

for purposes of this proposal, any gold 


jspears on DSK121TN23PROD with NOTICES1
18840 Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 

27See ‘‘Creation and Redemption of Shares’’ 

below, further discussing the exchange process 

from unallocated physical gold to Sprott ESG 

Approved Gold. 

28Unallocated gold has been used for creation 

and redemption requests by gold ETFs and ETPs for 

many years and has become the main form of gold 

in which creation and redemption requests are 

settled. 

29Because Authorized Participants (as defined 

below) expect redemption requests to be settled 

through the delivery of unallocated gold (as 

opposed to allocated gold which is in the form of 

physical bars), the Trust may at times need to 

exchange allocated for unallocated gold. 

30The raw material created by mines that is used 

to refine gold is called ‘‘dore ́’’. 

31See ‘‘How Sprott ESG Approved Gold Will be 

Created for the Trust’’ and ‘‘Valuation of the Trust’s 

Gold’’ below. 

32The Mint uses dore ́ from these mines to create 

Post-2012 LBMA Bars. See footnote 32 [sic], infra. 

that does not qualify as Sprott ESG 

Approved Gold. 

While there is no minimum amount of 

Sprott ESG Approved Gold that the 

Trust will hold, the Sponsor expects to 

exchange the Trust’s holdings of 

unallocated physical gold into Sprott 

ESG Approved Gold as soon as 

reasonably practicable, to the extent that 

unallocated physical gold is not needed 

under the circumstances described 

below.27

From time-to-time, on a temporary 

basis the Trust will hold unallocated 

physical gold bullion under the 

following circumstances: (1) In 

connection with transfers of gold to 

settle creations and redemptions of 

Creation Units (as defined below); 28 (2) 

until additional Sprott ESG Approved 

Gold can be produced by the Mint; (3) 

to the extent that the Trust holds gold 

in an amount less than a whole bar; and 

(4) in connection with payment of 

expenses of the Trust. Although the 

Trust intends to instruct the Mint to 

exchange unallocated physical gold 

bullion to Sprott ESG Approved Gold as 

soon as reasonably practicable, there is 

no limit on the amount of unallocated 

physical gold bullion that the Trust can 

hold. The Mint’s ability to exchange 

unallocated physical gold bullion into 

Sprott ESG Approved Gold depends on 

various factors, including the size of the 

Trust’s unallocated physical gold 

bullion holdings, the Trust’s need for 

unallocated physical gold bullion to 

meet redemption requests, the 

availability of raw material for the Mint 

to produce additional Sprott ESG 

Approved Gold, the Mint’s production 

capacity and certain minimum size 

requirements. 

The Trust does not intend to hold a 

certain amount and maintains no 

minimum amount of gold in unallocated 

form to satisfy redemption requests or to 

pay expenses. Because the Trust has to 

pay the Sponsor’s fee on a monthly 

basis and may receive a redemption 

request on any given business day (days 

other than a Saturday, Sunday or 

holiday) (‘‘Business Day’’), the Trust 

expects to hold some amount of 

unallocated gold at any given point in 

time. The Trust’s holdings of 

unallocated gold may be a significant 

percentage of the Trust’s assets if, for 

example, the Trust has received more 

requests for creations than redemptions 

or the Trust’s unallocated gold holdings 

are not sufficient to meet certain 

minimum size requirements to exchange 

unallocated gold to Sprott ESG 

Approved Gold at the Mint. There may 

be other times when the Trust’s 

holdings of unallocated gold are a 

significant percentage of the Trust’s 

assets, and there is no maximum 

percentage of the Trust’s assets that may 

consist of unallocated gold. The Trust 

may need to instruct the Mint to 

exchange Sprott ESG Approved Gold 

into unallocated gold if insufficient 

unallocated gold is available to be sold 

to pay expenses or to meet redemption 

requests.29

There Is No Industry Standard for ESG 

Factors That Apply to Gold Production 

There is no industry standard for ESG 

factors that apply to gold production. 

The ESG Criteria and the processes and 

methods for producing and using Sprott 

ESG Approved Gold for the Trust’s 

operations have been developed by the 

Sponsor specifically for the Trust; 

specifically, the Mint will segregate the 

dore ́ 30 received from Sprott ESG 

Approved Mines from dore ́ originating 

from non-Sprott ESG Approved Mines, 

and will segregate Sprott ESG Approved 

Gold from gold produced from dore ́

originating from non-Sprott ESG 

Approved Mines. Sprott ESG Approved 

Gold will be produced by the Mint in 

special runs that will ensure that no 

gold from non-Sprott ESG Approved 

Mines will be included in the bars of 

Sprott ESG Approved Gold. No such 

special runs will take place until the 

launch of the Trust; therefore, there 

have been no market transactions in 

Sprott ESG Approved Gold. The Trust is 

not aware of a separate market for Sprott 

ESG Approved Gold and does not 

believe that one will develop. Bars that 

consist of Sprott ESG Approved Gold 

are not marked in any special way, nor 

do such bars have any special physical 

characteristics (aside from consisting 

only of Sprott ESG Approved Gold) and 

they are indistinguishable from LBMA 

London Good Delivery. Once Sprott 

ESG Approved Gold bars leave the 

possession of the Trust, they will be 

treated as regular LBMA London Good 

Delivery gold. It is not possible for a 

market participant to purchase all the 

Sprott ESG Approved Gold bars in order 

to affect the ability of the Trust to add 

Sprott ESG Approved Gold bars to its 

inventory, as the Trust relies on the 

Mint to refine and produce the Sprott 

ESG Approved Gold bars and does not 

rely on any bars that have left the 

possession of the Trust. Although there 

are additional costs associated with 

sourcing and producing Sprott ESG 

Approved Gold that will be included in 

the Sponsor’s fee, the value of the Sprott 

ESG Approved Gold held by the Trust 

will be determined by utilizing the 

LBMA Gold Price PM (as defined 

below), which does not distinguish 

between gold that meets ESG Criteria 

and gold that does not.31 The ESG 

Criteria used by the Sponsor to screen 

the sources for the Trust’s Sprott ESG 

Approved Gold may or may not be 

consistent with current or future 

standards used by others in the 

industry. 

How Sprott ESG Approved Gold Will Be 

Created for the Trust 

In order to create Sprott ESG 

Approved Gold, the Mint will, upon 

request by the Trust, from time to time 

refine dore ́ from Sprott ESG Approved 

Mines to produce bars of Sprott ESG 

Approved Gold. The dore ́ used to create 

Sprott ESG Approved Gold is 

indistinguishable from dore ́ already 

used by the Mint for gold production; 32

no separate market or marketplace exists 

for gold produced using such dore ́. 

Sprott ESG Approved Gold is the 

combination of sourcing of the dore ́ and 

production of the gold by the Mint in 

special production runs. 

In order to ensure that the Sprott ESG 

Approved Gold created by the Mint uses 

only dore ́ from Sprott ESG Approved 

Mines, the Mint will create the Trust’s 

Sprott ESG Approved Gold in special 

production runs, and will charge a 

special processing fee for that. This 

special processing fee, along with any 

additional costs associated with the 

enhanced sourcing requirements of 

Sprott ESG Approved Gold, including 

researching, establishing and 

maintaining the ESG Criteria, assessing 

mining companies and mines against 

certain of the ESG Criteria and the 

diligence of the Trust’s Sprott ESG 

Approved Gold Holdings will be 

included in the Sponsor’s fee. 

Valuation of the Trust’s Gold 

‘‘London Good Delivery’’ means gold 

bars that meet the standard measure of 

quality in gold bullion as set forth by 


jspears on DSK121TN23PROD with NOTICES1
Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 18841 

33For instance, LBMA changed its gold sourcing 

standards in 2012. Because gold is generally never 

destroyed once it is minted, today there are London 

Good Delivery gold bars available that were created 

before 2012 (using pre-2012 LBMA standards) 

(‘‘Pre-2012 LBMA Bars’’) and London Good 

Delivery gold bars that were created after the 2012 

standards were implemented by the LBMA (‘‘Post2012 LBMA Bars’’). When purchasing London Good 

Delivery gold bars, it is possible to selectively 

purchase Post-2012 LBMA Bars. Notwithstanding 

the differing sourcing standards, both Pre-2012 

LBMA Bars and Post-2012 LBMA Bars are priced 

the same. 

34The Trust reached that conclusion based on the 

fact that Pre-2012 LBMA Bars and Post-2012 LBMA 

Bars are valued the same. See footnote 32 [sic], 

supra. 

35All references to LBMA Gold Price PM are used 

with the permission of Ice Benchmark 

Administration Limited and have been provided for 

information purposes only. Ice Benchmark 

Administration Limited accepts no liability or 

responsibility for the accuracy of the prices or the 

underlying product to which the prices may be 

referenced. 

36The SPDR Gold Trust, the iShares Gold Trust, 

the Aberdeen Standard Physical Gold Shares ETF, 

the VanEck Merk Gold Trust and the GraniteShares 

Gold Trust, among others, each use the LBMA Gold 

Price PM. 

37See also ‘‘There Is No Industry Standard for 

ESG Factors That Apply to Gold Production,’’ 

supra, discussing how Sprott ESG Approved Gold 

bars and other London Good Delivery Bars will be 

indistinguishable from each other once Sprott ESG 

Approved Gold bars are no longer in the possession 

of the Trust. 

the London Bullion Market Association 

(‘‘LBMA’’). All London Good Delivery 

gold is priced equally; the only 

requirement is that it meets LBMA 

standards.’’ 33

Sprott ESG Approved Gold meets the 

standards of London Good Delivery gold 

bars and the more stringent ESG Criteria 

developed by the Sponsor and shall be 

from Sprott ESG Approved Mines. As 

discussed below under ‘‘No Separate 

Market for Sprott ESG Approved Gold 

Exists’’, no separate market for Sprott 

ESG Approved Gold exists and none is 

expected to develop. Because Sprott 

ESG Approved Gold is London Good 

Delivery gold and because no separate 

market for Sprott ESG Approved Gold 

exists, the Sponsor determined that its 

Sprott ESG Approved Gold should be 

valued, for purposes of determining the 

net asset value (‘‘NAV’’) of the Trust, as 

London Good Delivery gold.34

The value of the gold held by the 

Trust, whether allocated Sprott ESG 

Approved Gold or unallocated gold, will 

be determined by utilizing the p.m. 

price of gold expressed in U.S. dollars, 

as published by the LBMA (the ‘‘LBMA 

Gold Price PM’’).35 The LBMA Gold 

Price PM, which is used to value gold 

by many stakeholders in the securities 

industry,36 applies to all forms of gold 

and does not distinguish between Sprott 

ESG Approved Gold and other gold. 

Operation of the Gold Market 

The global trade in gold consists of 

OTC transactions in spot, forwards, and 

options and other derivatives, together 

with exchange-traded futures and 

options. 

The OTC gold market includes spot, 

forward, and option and other 

derivative transactions conducted on a 

principal-to-principal basis. While this 

is a global, nearly 24-hour per day 

market, its main centers are London, 

New York, and Zurich. 

According to the Registration 

Statement, most OTC market trades are 

cleared through London. The LBMA 

plays an important role in setting OTC 

gold trading industry standards. A 

London Good Delivery Bar (as described 

below), which is acceptable for 

settlement of any OTC transaction, will 

be acceptable for delivery to the Trust 

in connection with the issuance of 

Creation Units (defined below). 

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. The CME 

Group and ICE are members of the 

Intermarket Surveillance Group (‘‘ISG’’). 

No Separate Market for Sprott ESG 

Approved Gold 

As discussed in ‘‘Valuation of the 

Trust’s Gold’’ above, all London Good 

Delivery gold is deemed fungible by 

participants in the gold market and is 

valued the same. For example, Pre-2012 

LBMA Bars and Post-2012 LBMA Bars 

are priced identically, even though the 

dore ́ to create gold Post-2012 LBMA 

Bars is subject to different and generally 

more rigorous responsible gold sourcing 

guidelines than gold used to create Pre2012 LBMA Bars. 

In addition, there is no industry 

standard for ESG factors that apply to 

gold production and even if an industry 

standard for ESG factors that apply to 

gold production were to develop, it is 

likely that such industry standards 

would be different than the ESG 

Criteria. The ESG Criteria and the 

method for producing and using Sprott 

ESG Approved Gold for the Trust’s 

operations have been designed by the 

Sponsor specifically for the Trust, and 

the ESG Criteria are not used by anyone 

other than the Trust. The Mint will not 

conduct any special runs to produce 

Sprott ESG Approved Gold until the 

launch of the Trust; therefore, there 

have been no market transactions in 

Sprott ESG Approved Gold. The Trust is 

not aware of a separate market for Sprott 

ESG Approved Gold and does not 

believe that one will develop, both 

because the ESG Criteria are unique to 

the Trust and the uniform pricing of 

London Good Delivery gold throughout 

the gold market, as shown by the 

example of Pre-2012 LBMA bars and 

Post-2012 LBMA bars.37

The London Gold Bullion Market 

According to the Registration 

Statement, most trading in physical gold 

is conducted on the OTC market, 

predominantly in London. LBMA 

coordinates various OTC-market 

activities, including clearing and 

vaulting, acts as the principal 

intermediary between physical gold 

market participants and the relevant 

regulators, promotes good trading 

practices and develops standard market 

documentation. In addition, the LBMA 

promotes refining standards for the gold 

market by maintaining the ‘‘London 

Good Delivery List,’’ which identifies 

refiners of gold that have been approved 

by the LBMA. In the OTC market, gold 

bars that meet the specifications for 

weight, dimensions, fineness (or purity), 

identifying marks (including the assay 

stamp of an LBMA-acceptable refiner) 

and appearance described in ‘‘The Good 

Delivery Rules for Gold and Silver Bars’’ 

published by the LBMA are referred to 

as ‘‘London Good Delivery Bars.’’ A 

London Good Delivery Bar (typically 

called a ‘‘400 ounce bar’’) must contain 

between 350 and 430 fine troy ounces 

of gold (1 troy ounce = 31.1034768 

grams), with a minimum fineness (or 

purity) of 995 parts per 1000 (99.5%), be 

of good appearance and be easy to 

handle and stack. The fine gold content 

of a gold bar is calculated by 

multiplying the gross weight of the bar 

(expressed in units of 0.025 troy ounces) 

by the fineness of the bar. A London 

Good Delivery Bar must also bear the 

stamp of one of the refiners identified 

on the London Good Delivery List. 

Following the enactment of the 

Financial Markets Act 2012, the 

Prudential Regulation Authority of the 

Bank of England is responsible for 

regulating most of the financial firms 

that are active in the bullion market, 

and the Financial Conduct Authority is 

responsible for consumer and 

competition issues. Trading in spot, 

forwards and wholesale deposits in the 

bullion market is subject to the NonVerDate Sep<11>2014 18:38 Mar 30, 2022 Jkt 256001 PO 00000 Frm 00078 Fmt 4703 Sfmt 4703 E:\FR\FM\31MRN1.SGM 31MRN1

jspears on DSK121TN23PROD with NOTICES1
18842 Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 

38Currently, the Mint expects that the creation of 

new Sprott ESG Approved Gold bars would take 

about five Business Days. See footnote 26 and 

accompanying text, supra, discussing why the 

Sponsor believes that a sufficient amount of raw 

material to create Sprott ESG Approved Gold for the 

Trust exists and will exist in the future. 

Investment Products (‘‘NIPS’’) Code 

adopted by market participants. 

Creation and Redemption of Shares 

The Trust will create and redeem 

Shares on a continuous basis in one or 

more blocks of 25,000 Shares (a block of 

25,000 Shares is called a ‘‘Creation 

Unit’’). As described below, the Trust 

will issue Shares in Creation Units to 

certain authorized participants 

(‘‘Authorized Participants’’) on an 

ongoing basis. Each Authorized 

Participant must be a registered brokerdealer or other securities market 

participant such as a bank or other 

financial institution which is not 

required to register as a broker-dealer to 

engage in securities transactions, a 

participant in The Depository Trust 

Company (‘‘DTC’’), must have entered 

into an agreement with the 

Administrator (the ‘‘Participant 

Agreement’’), and must maintain an 

unallocated gold account with a London 

Precious Metals Clearing Limited 

clearing bank (the ‘‘London Gold 

Clearing Bank’’). The creation or 

redemption of Creation Units is only 

made in exchange for LBMA 

unallocated gold delivered to the Trust 

by an Authorized Participant or from 

the Trust to an Authorized Participant. 

Unallocated gold delivered to the Trust 

in connection with the creation of 

Creation Baskets will be exchanged by 

the Mint into Sprott ESG Approved 

Gold as described in ‘‘Exchange of 

Unallocated Gold to Sprott ESG 

Approved Gold and Sprott ESG 

Approved Gold to Unallocated Gold’’ 

below; likewise, whenever there is a 

redemption of Creation Units, the Mint 

will exchange Sprott ESG Approved 

Gold into unallocated gold. All such 

conversions are on a 1:1 basis, that is, 

each ounce of unallocated gold upon 

conversion will result in one ounce of 

Sprott ESG Approved Gold, and vice 

versa. Fees incurred with the exchange 

will be borne by the Sponsor, not the 

Trust. 

Creation Units may be created or 

redeemed only by Authorized 

Participants. Orders must be placed by 

3:59 p.m. Eastern Time (‘‘E.T.’’). The 

day on which a Trust receives a valid 

purchase or redemption order is the 

order date. An Authorized Participant 

will be required to enter into a trading 

agreement with the Mint for purposes of 

facilitating transfers of unallocated gold 

between the Trust and the Authorized 

Participant. 

If an Authorized Participant places a 

creation order for a Creation Unit, it will 

deliver unallocated gold to the Trust, 

and the Mint will subsequently 

exchange the unallocated gold into an 

equal amount of Sprott ESG Approved 

Gold. The Mint stores Sprott ESG 

Approved Gold for the account of the 

Trust on an allocated basis (i.e., 

numbered gold bars held in the Mint’s 

nominated vaults are identified in the 

Mint’s records as belonging to the 

Trust). Generally, the Mint will also, 

from time-to-time, on a temporary basis 

store unallocated physical gold bullion 

under the following circumstances: (1) 

In connection with transfers of gold to 

settle creations and redemptions of 

Creation Units; (2) until additional 

Sprott ESG Approved Gold can be 

produced by the Mint; (3) to the extent 

that the Trust holds gold in an amount 

less than a whole bar; and (4) in 

connection with payment of expenses of 

the Trust. 

Creation Units are only issued or 

redeemed on a day that the Exchange is 

open for regular trading in an amount of 

gold determined by the Administrator. 

Because Sprott ESG Approved Gold can 

be sourced by the Mint only from a 

limited number of suppliers, from timeto-time, on a temporary basis until 

additional Sprott ESG Approved Gold 

can be produced by the Mint,38 the 

Trust will hold gold in unallocated 

form. No Shares will be issued unless 

the Mint has received the corresponding 

amount of unallocated gold from the 

Authorized Participant and allocated it 

to the Trust’s Unallocated Account. 

According to the Registration 

Statement, Authorized Participants may 

surrender Creation Units in exchange 

for the corresponding amount of gold 

announced by the Transfer Agent. 

Generally, all gold delivered to 

Authorized Participants in connection 

with such redemptions will be in 

unallocated form. The Sponsor will 

instruct the Mint to exchange Sprott 

ESG Approved Gold into unallocated 

gold using the procedure described 

above if the Trust does not have 

sufficient unallocated gold to meet a 

redemption request. Upon the surrender 

of such Shares and the payment of the 

Transfer Agent’s applicable fee and of 

any expenses, taxes or charges, the 

Transfer Agent will deliver to the order 

of the redeeming Authorized Participant 

the amount of unallocated gold 

corresponding to the redeemed Creation 

Units to such Authorized Participant’s 

account at a London Gold Clearing 

Bank. Shares can only be surrendered 

for redemption in Creation Units of 

25,000 Shares each. 

Before surrendering Creation Units for 

redemption, an Authorized Participant 

must deliver to the Trustee a written 

request indicating the number of 

Creation Units it intends to redeem. The 

date the Trustee receives that order 

determines the amount of unallocated 

gold to be received in exchange. 

However, orders received by the Trustee 

after 3:59 p.m. E.T. will be rejected. 

The redemption distribution from the 

Trust will consist of a delivery of 

unallocated gold to the redeeming 

Authorized Participant’s account at a 

London Gold Clearing Bank 

representing the amount of the 

unallocated gold held by the Trust 

evidenced by the Shares being 

redeemed as of the date of the 

redemption order. 

Exchange of Unallocated Gold to Sprott 

ESG Approved Gold and Sprott ESG 

Approved Gold to Unallocated Gold 

Creations and redemptions of 

Creation Units will be settled in 

unallocated gold, meaning that if an 

Authorized Participant places a creation 

order for a Creation Unit, it will deliver 

unallocated gold to the Trust, which 

will be held in the Trust’s Unallocated 

Gold Account. The Mint will 

subsequently exchange the unallocated 

gold into an equal amount of Sprott ESG 

Approved Gold as described in ‘‘How 

Sprott ESG Approved Gold Will be 

Created for the Trust’’ above upon 

receipt of instructions from the Sponsor 

on behalf of the Trust to do so. Once 

exchanged into bars of Sprott ESG 

Approved Gold, the Mint stores such 

gold for account of the Trust on an 

allocated basis (i.e., numbered gold bars 

held in the Mint’s nominated vaults are 

identified in the Mint’s records as 

belonging to the Trust). 

The Mint expects that it will be able 

to produce Sprott ESG Approved Gold 

within approximately five Business 

Days following the receipt of completed 

conversion request by the Sponsor on 

behalf of the Trust to exchange 

unallocated gold into Sprott ESG 

Approved Gold, subject to production 

capacity, availability and size 

requirements. The Business Day on 

which the conversion is to occur will be 

confirmed to the Sponsor in writing by 

the Mint. The Mint will issue a receipt 

of deposit of the bars of Sprott ESG 

Approved Gold to the Trust’s Allocated 

Gold Account on the Business Day the 

production of all Sprott ESG Approved 

Gold underlying a conversion request 

form is completed and the Sprott ESG 

Approved Gold has been delivered to 

the Trust’s Allocated Gold Account. 


jspears on DSK121TN23PROD with NOTICES1
Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 18843 

39The Trust will be responsible for the Sponsor’s 

fee and the fees and expenses that are not 

contractually assumed by the Sponsor, including 

but not limited to taxes and governmental charges, 

expenses related to extraordinary services 

performed by the Sponsor or other service provider 

of the Trust, and litigation and indemnification 

obligations of the Trust. The Trust only invests in 

gold, but may have other assets on its balance sheet 

from time to time such as cash on a temporary basis 

or a receivable that is incidental to the operations 

of the Trust (for example, a receivable created as a 

result of a fee waiver from the Sponsor). 

40The IIV on a per Share basis disseminated 

during the Core Trading Session should not be 

viewed as a real-time update of the NAV, which is 

calculated once a day. 

41The bid-ask price of the Shares will be 

determined using the highest bid and lowest offer 

on the Consolidated Tape as of the time of 

calculation of the closing day NAV. 

Like creations, redemptions of 

Creation Units will be settled in 

unallocated gold. If there is not 

sufficient unallocated gold in the Trust’s 

Unallocated Gold Account, the Mint 

will exchange Sprott ESG Approved 

Gold for an equal amount of unallocated 

gold upon the receipt of proper 

instructions from the Sponsor to 

exchange an amount of Sprott ESG 

Approved Gold from the Trust’s 

Allocated Account and deposit an equal 

amount of unallocated gold into the 

Trust’s Unallocated Account. The 

Sponsor will make such exchange 

requests based on its determination of 

the Trust’s needs for unallocated gold to 

meet redemption requests and to pay 

expenses. The written exchange request 

must specify the Sprott ESG Approved 

Gold to be exchanged, including, for 

each bar to be exchanged, the bar 

number, the weight in fine and gross 

troy ounces and the assay 

characteristics. Exchanges of Sprott ESG 

Approved Gold into unallocated gold 

will be processed within one (1) 

Business Day from reception of proper 

and complete instructions in writing 

and will be confirmed by the Mint by 

facsimile or email on the day the 

exchange is completed. The Mint will 

issue a confirmation of a completed 

exchange by facsimile or by email on 

the Business Day that the exchange is 

completed. 

All exchanges of unallocated gold to 

Sprott ESG Approved Gold and from 

Sprott ESG Approved Gold to 

unallocated gold are on a 1:1 basis, that 

is, each ounce of unallocated gold upon 

conversion will result in one ounce of 

Sprott ESG Approved Gold, and vice 

versa. Fees incurred with the exchange 

will included in the Sponsor’s fee. 

Net Asset Value 

The NAV of the Trust will be 

calculated by subtracting the Trust’s 

expenses and liabilities on any day from 

the value of the gold (in whatever form) 

and cash (if any) owned by the Trust on 

that day; the NAV per Share will be 

obtained by dividing the NAV of the 

Trust on a given day by the number of 

Shares outstanding on that day.39

On each day on which the Exchange 

is open for regular trading, the 

Administrator will determine the NAV 

as promptly as practicable after 4:00 

p.m. E.T. The Administrator will value 

the Trust’s gold, regardless of whether it 

is in the form of allocated Sprott ESG 

Approved Gold or unallocated gold, on 

the basis of LBMA Gold Price PM. If the 

Sponsor deems it necessary, the 

Sponsor and the Administrator may 

agree to use a widely recognized pricing 

service for purposes of ascertaining the 

price of gold to use when calculating the 

NAV. The NAV per Share will be 

calculated by taking the current price of 

the Trust’s total assets, subtracting any 

liabilities, and dividing by the total 

number of Shares outstanding. 

Authorized Participants will not 

receive from the Sponsor, the Trust or 

any affiliates any fee or other 

compensation in connection with the 

offering of the Shares. 

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. 

Availability of Information 

The intraday indicative value (‘‘IIV’’) 

per Share for the Shares will be 

disseminated by one or more major 

market data vendors on at least a 15- 

second delayed basis, as required by 

NYSE Arca Rule 8.201–E(e)(2)(v). The 

IIV will be calculated based on the 

amount of gold held by the Trust 

(regardless of whether it is in the form 

of allocated Sprott ESG Approved Gold 

or unallocated gold) and a price of gold 

derived from updated bids and offers 

indicative of the spot price of gold.40

The NAV of the Trust will be published 

on each Business Day and will be 

posted on the Trust’s website. 

The website for the Trust (https://

sprott.com/investment-strategies/ 

physical-bullion-trusts) will contain the 

following information, on a per Share 

basis, for the Trust: (a) The mid-point of 

the bid-ask price 41 at the close of 

trading (‘‘Bid/Ask Price’’), and a 

calculation of the premium or discount 

of such price against such NAV; and (b) 

data in chart format displaying the 

frequency distribution of discounts and 

premiums of the Bid/Ask Price against 

the NAV, within appropriate ranges, for 

each of the four previous calendar 

quarters. The website for the Trust will 

also provide the Trust’s prospectus as 

well as the two most recent reports to 

shareholders. The daily holdings of the 

Trust’s unallocated gold and Sprott ESG 

Approved Gold will be available on the 

Trust’s website before 9:30 a.m. E.T. 

each Business Day. Finally, the Trust’s 

website will be updated once daily to 

provide the last sale price of the Shares 

as traded in the U.S. market at the end 

of regular trading. In addition, 

information regarding market price and 

trading volume of the Shares will be 

continually available on a real-time 

basis throughout the day on brokers’ 

computer screens and other electronic 

services. Information regarding the 

previous day’s closing price and trading 

volume information for the Shares will 

be published daily in the financial 

section of newspapers. 

The Trust will maintain, on its 

website, current lists of the ESG Criteria, 

and Sprott ESG Approved Mines and 

Sprott ESG Approved Mining 

Companies from which the Trust 

sources its Sprott ESG Approved Gold. 

The Trust anticipates that Sprott ESG 

Approved Mines and Sprott ESG 


jspears on DSK121TN23PROD with NOTICES1
18844 Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 

42See NYSE Arca Rule 7.12–E. 

43FINRA conducts cross-market surveillances on 

behalf of the Exchange pursuant to a regulatory 

services agreement. The Exchange is responsible for 

FINRA’s performance under this regulatory services 

agreement. 

44For a list of the current members of ISG, see 

www.isgportal.org. 

Approved Mining Companies may be 

added or removed from such lists over 

time based on, among other things, 

whether such Sprott ESG Approved 

Mines and Sprott ESG Approved Mining 

Companies meet the evolving ESG 

Criteria and whether they are Mint 

Approved Mines. The Trust will update 

the information on its website promptly 

after any change to the ESG Criteria, 

Sprott ESG Approved Mines or Sprott 

ESG Approved Mining Companies. 

Criteria for Initial and Continued Listing 

The Trust will be subject to the 

criteria in NYSE Arca Rule 8.201–E(e) 

for initial and continued listing of the 

Shares. 

A minimum of two Creation Units or 

100,000 Shares will be required to be 

outstanding at the start of trading, 

which is equivalent to 20,000 fine 

ounces of gold or about $36,527,000 as 

of February 9, 2022. The Exchange 

believes that the anticipated minimum 

number of Shares outstanding at the 

start of trading is sufficient to provide 

adequate market liquidity. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Trust subject to the Exchange’s 

existing rules governing the trading of 

equity securities. Trading in the Shares 

on the Exchange will occur in 

accordance with NYSE Arca Rule 7.34– 

E(a). The Exchange has appropriate 

rules to facilitate transactions in the 

Shares during all trading sessions. As 

provided in NYSE Arca Rule 7.6–E, 

Commentary .03, the minimum price 

variation (‘‘MPV’’) for quoting and entry 

of orders in equity securities traded on 

the NYSE Arca Marketplace is $0.01, 

with the exception of securities that are 

priced less than $1.00 for which the 

MPV for order entry is $0.0001. 

Further, NYSE Arca Rule 8.201–E sets 

forth certain restrictions on ETP Holders 

acting as registered Market Makers in 

the Shares to facilitate surveillance. 

Under NYSE Arca Rule 8.201–E(g), an 

ETP Holder acting as a registered Market 

Maker in the Shares is required to 

provide the Exchange with information 

relating to its trading in the underlying 

gold, any related futures or options on 

futures, or any other related derivatives. 

Commentary .04 of NYSE Arca Rule 

11.3–E requires an ETP Holder acting as 

a registered Market Maker, and its 

affiliates, in the Shares to establish, 

maintain and enforce written policies 

and procedures reasonably designed to 

prevent the misuse of any material 

nonpublic information with respect to 

such products, any components of the 

related products, any physical asset or 

commodity underlying the product, 

applicable currencies, underlying 

indexes, related futures or options on 

futures, and any related derivative 

instruments (including the Shares). 

As a general matter, the Exchange has 

regulatory jurisdiction over its ETP 

Holders and their associated persons, 

which include any person or entity 

controlling an ETP Holder. To the extent 

the Exchange may be found to lack 

jurisdiction over a subsidiary or affiliate 

of an ETP Holder that does business 

only in commodities or futures 

contracts, the Exchange could obtain 

information regarding the activities of 

such subsidiary or affiliate through 

surveillance sharing agreements with 

regulatory organizations of which such 

subsidiary or affiliate is a member. 

With respect to trading halts, the 

Exchange may consider all relevant 

factors in exercising its discretion to 

halt or suspend trading in the Shares. 

Trading on the Exchange in the Shares 

may be halted because of market 

conditions or for reasons that, in the 

view of the Exchange, make trading in 

the Shares inadvisable. These may 

include: (1) The extent to which 

conditions in the underlying gold 

market have caused disruptions and/or 

lack of trading, or (2) whether other 

unusual conditions or circumstances 

detrimental to the maintenance of a fair 

and orderly market are present. In 

addition, trading in Shares will be 

subject to trading halts caused by 

extraordinary market volatility pursuant 

to the Exchange’s ‘‘circuit breaker’’ 

rule.42 The Exchange will halt trading in 

the Shares if the NAV of the Trust is not 

calculated or disseminated daily. The 

Exchange may halt trading during the 

day in which an interruption occurs to 

the dissemination of the IIV, as 

described above. If the interruption to 

the dissemination of the IIV persists 

past the trading day in which it occurs, 

the Exchange will halt trading no later 

than the beginning of the trading day 

following the interruption. 

Surveillance 

The Exchange represents that trading 

in the Shares will be subject to the 

existing trading surveillances 

administered by the Exchange, as well 

as cross-market surveillances 

administered by the Financial Industry 

Regulatory Authority (‘‘FINRA’’) on 

behalf of the Exchange, which are 

designed to detect violations of 

Exchange rules and applicable federal 

securities laws.43 The Exchange 

represents that these procedures are 

adequate to properly monitor Exchange 

trading of the Shares in all trading 

sessions and to deter and detect 

violations of Exchange rules and federal 

securities laws applicable to trading on 

the Exchange. 

The surveillances referred to above 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

When such situations are detected, 

surveillance analysis follows and 

investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

The Exchange or FINRA, on behalf of 

the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares with other markets 

and other entities that are members of 

the ISG, and the Exchange or FINRA, on 

behalf of the Exchange, or both, may 

obtain trading information regarding 

trading in the Shares from such markets 

and other entities. In addition, the 

Exchange may obtain information 

regarding trading in the Shares from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement.44

Also, pursuant to NYSE Arca Rule 

8.201–E(g), the Exchange is able to 

obtain information regarding trading in 

the Shares and the underlying gold, gold 

futures contracts, options on gold 

futures or any other gold derivatives 

through ETP Holders acting as 

registered Market Makers, in connection 

with such ETP Holders’ proprietary or 

customer trades through ETP Holders 

which they effect on any relevant 

market. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

All statements and representations 

made in this filing regarding (a) the 

description of the portfolio or reference 

assets, (b) limitations on portfolio 

holdings or reference assets, or (c) the 

applicability of Exchange listing rules 

specified in this rule filing shall 

constitute continued listing 

requirements for listing the Shares of 

the Trust on the Exchange. 

The issuer has represented to the 

Exchange that it will advise the 

Exchange of any failure by the Trust to 


jspears on DSK121TN23PROD with NOTICES1
Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 18845 

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

comply with the continued listing 

requirements, and, pursuant to its 

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

Act, the Exchange will monitor for 

compliance with the continued listing 

requirements. If the Trust is not in 

compliance with the applicable listing 

requirements, the Exchange will 

commence delisting procedures under 

NYSE Arca Rule 5.5–E(m). 

Information Bulletin 

Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Bulletin 

will discuss the following: (1) The 

procedures for purchases and 

redemptions of Shares in Creation Units 

(including noting that Shares are not 

individually redeemable); (2) NYSE 

Arca Rule 9.2–E(a), which imposes a 

duty of due diligence on its ETP Holders 

to learn the essential facts relating to 

every customer prior to trading the 

Shares; (3) how information regarding 

the IIV is disseminated; (4) the 

requirement that ETP Holders deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction; (5) the possibility that 

trading spreads and the premium or 

discount on the Shares may widen as a 

result of reduced liquidity of gold 

trading during the Core and Late 

Trading Sessions after the close of the 

major world gold markets; and (6) 

trading information. For example, the 

Information Bulletin will advise ETP 

Holders, prior to the commencement of 

trading, of the prospectus delivery 

requirements applicable to the Trust. 

The Exchange notes that investors 

purchasing Shares directly from the 

Trust will receive a prospectus. ETP 

Holders purchasing Shares from the 

Trust for resale to investors will deliver 

a prospectus to such investors. In 

addition, the Information Bulletin will 

reference that the Trust is subject to 

various fees and expenses as will be 

described in the Registration Statement. 

The Information Bulletin will also 

reference the fact that there is no 

regulated source of last sale information 

regarding physical gold, that the 

Commission has no jurisdiction over the 

trading of gold as a physical commodity, 

and that the CFTC has regulatory 

jurisdiction over the trading of gold 

futures contracts and options on gold 

futures contracts. The Information 

Bulletin will also discuss any relief, if 

granted, by the Commission or the staff 

from any rules under the Act. 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 45 that an 

exchange have rules that are designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, to remove 

impediments to, and perfect the 

mechanism of a free and open market 

and, in general, to protect investors and 

the public interest. 

The Exchange believes that the 

proposed rule change is designed to 

prevent fraudulent and manipulative 

acts and practices in that the Shares will 

be listed and traded on the Exchange 

pursuant to the initial and continued 

listing criteria in NYSE Arca Rule 

8.201–E. The Exchange has in place 

surveillance procedures that are 

adequate to properly monitor trading in 

the Shares in all trading sessions and to 

deter and detect violations of Exchange 

rules and applicable federal securities 

laws. The Exchange may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. 

The proposed rule change is designed 

to promote just and equitable principles 

of trade and to protect investors and the 

public interest in that there is a 

considerable amount of gold price and 

gold market information available on 

public websites and through 

professional and subscription services. 

Investors may obtain on a 24-hour basis 

gold pricing information based on the 

spot price for an ounce of gold from 

various financial information service 

providers. Investors may obtain gold 

pricing information based on the spot 

price for an ounce of gold from various 

financial information service providers. 

Current spot prices also are generally 

available with bid/ask spreads from gold 

bullion dealers. In addition, the Trust’s 

website will provide pricing 

information for gold spot prices and the 

Shares. Market prices for the Shares will 

be available from a variety of sources 

including brokerage firms, information 

websites and other information service 

providers. The NAV of the Trust will be 

published by the Sponsor on each day 

that the NYSE Arca is open for regular 

trading and will be posted on the Trust’s 

website. The IIV relating to the Shares 

will be widely disseminated by one or 

more major market data vendors at least 

every 15 seconds during the Core 

Trading Session. In addition, the LBMA 

Gold Price is publicly available at no 

charge at www.lbma.org.uk. The Trust’s 

website will also provide the Trust’s 

prospectus, as well as the two most 

recent reports to shareholders, and lists 

of the Trust’s ESG Criteria, Sprott ESG 

Approved Mines and Sprott ESG 

Approved Mining Companies from 

which the Trust will source its Sprott 

ESG Approved Gold. In addition, 

information regarding market price and 

trading volume of the Shares will be 

continually available on a real-time 

basis throughout the day on brokers’ 

computer screens and other electronic 

services. Information regarding the 

previous day’s closing price and trading 

volume information for the Shares will 

be published daily in the financial 

section of newspapers. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of exchange-traded 

product that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

As noted above, the Exchange has in 

place surveillance procedures relating to 

trading in the Shares and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. In addition, as noted 

above, investors will have ready access 

to information regarding gold pricing. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes the proposed rule 

change will enhance competition by 

accommodating Exchange trading of an 

additional exchange-traded product 

relating to physical gold. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Discussion and Commission’s 

Findings 

After careful review, the Commission 

finds that the proposed rule change, as 

modified by Amendment No. 1, is 

consistent with the Act and the rules 

and regulations thereunder applicable to 


jspears on DSK121TN23PROD with NOTICES1
18846 Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 

46 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

formation. See 15 U.S.C. 78c(f). 

47 15 U.S.C. 78f(b)(5). 

48The bid-ask price of the Shares will be 

determined using the highest bid and lowest offer 

on the Consolidated Tape as of the time of 

calculation of the closing day NAV. 

49As the Exchange states, 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. 

50The Exchange confirms that it 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. 

51 15 U.S.C. 78f(b)(5). 

a national securities exchange.46 In 

particular, the Commission finds that 

the proposed rule change, as modified 

by Amendment No. 1, is consistent with 

Section 6(b)(5) of the Act,47 which 

requires, among other things, that the 

Exchange’s rules be 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 a national market system, and, in 

general, to protect investors and the 

public interest. 

The Commission believes that the 

proposed rule change is reasonably 

designed to promote fair disclosure of 

information that may be necessary to 

price the Shares appropriately. The 

NAV of the Trust will be published by 

the Sponsor on each day that the NYSE 

Arca is open for regular trading and will 

be posted on the Trust’s website. The 

IIV relating to the Shares will be widely 

disseminated by one or more major 

market data vendors at least every 15 

seconds during the Core Trading 

Session. The IIV will be calculated 

based on the amount of gold held by the 

Trust (regardless of whether it is in the 

form of allocated Sprott ESG Approved 

Gold or unallocated gold) and a price of 

gold derived from updated bids and 

offers indicative of the spot price of 

gold. Based on the information provided 

by the Exchange, the Commission 

believes that there is no separate market 

for Sprott ESG Approved Gold. Sprott 

ESG Approved Gold will be physically 

indistinguishable from LBMA London 

Good Delivery gold. All gold held by the 

Trust, whether Sprott ESG Approved 

Gold or unallocated gold, will be valued 

the same and will be determined by the 

p.m. price of gold expressed in U.S. 

dollars, as published by the LBMA. 

Sprott ESG Approved Gold will meet 

the London Good Delivery standards, 

and unallocated gold held by the Trust 

consists of a pool of London Good 

Delivery gold bars. The LBMA Gold 

Price is publicly available at no charge 

at www.lbma.org.uk. 

Additionally, the website for the Trust 

(https://sprott.com/investmentstrategies/physical-bullion-trusts) will 

contain the following information, on a 

per Share basis, for the Trust: (a) The 

mid-point of the bid-ask price 48 at the 

close of trading (‘‘Bid/Ask Price’’), and 

a calculation of the premium or 

discount of such price against such 

NAV; and (b) data in chart format 

displaying the frequency distribution of 

discounts and premiums of the Bid/Ask 

Price against the NAV, within 

appropriate ranges, for each of the four 

previous calendar quarters. The website 

for the Trust will also provide the 

Trust’s prospectus as well as the two 

most recent reports to shareholders. 

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. The Trust’s website will be 

updated once daily to provide the last 

sale price of the Shares as traded in the 

U.S. market at the end of regular 

trading. 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. While the 

Consolidated Tape Plan does not 

provide for dissemination of the spot 

price of a commodity such as gold over 

the Consolidated Tape, the last sale 

price for the Shares will be 

disseminated over the Consolidated 

Tape. 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.49

The Commission also believes that the 

proposal is reasonably designed to 

prevent trading when a reasonable 

degree of transparency cannot be 

assured. The Exchange represents that it 

will halt trading in the Shares if the 

NAV of the Trust is not calculated or 

disseminated daily. If the IIV is not 

being disseminated as required, the 

Exchange may halt trading during the 

day in which the interruption to the 

dissemination of the IIV occurs. If the 

interruption to the dissemination of the 

IIV persists past the trading day in 

which it occurs, the Exchange will halt 

trading no later than the beginning of 

the trading day following the 

interruption. With respect to trading 

halts, the Exchange states that it may 

consider all relevant factors in 

exercising its discretion to halt or 

suspend trading in the Shares. Trading 

on the Exchange in the Shares may be 

halted because of market conditions or 

for reasons that, in the view of the 

Exchange, make trading in the Shares 

inadvisable. These may include: (1) The 

extent to which conditions in the 

underlying gold market have caused 

disruptions and/or lack of trading, or (2) 

whether other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. In addition, trading 

in Shares will be subject to trading halts 

caused by extraordinary market 

volatility pursuant to the Exchange’s 

‘‘circuit breaker’’ rule. 

Additionally, NYSE Arca Rule 8.201– 

E(g) sets forth certain restrictions on 

ETP Holders acting as registered Market 

Makers in the Shares to facilitate 

surveillance. Under NYSE Arca Rule 

8.201–E(g), an ETP Holder acting as a 

registered Market Maker in the Shares is 

required to provide the Exchange with 

information relating to its trading in the 

underlying gold, related futures or 

options on futures, or any other related 

derivatives. Commentary .04 of NYSE 

Arca Rule 11.3–E requires an ETP 

Holder acting as a registered Market 

Maker, and its affiliates, in the Shares to 

establish, maintain and enforce written 

policies and procedures reasonably 

designed to prevent the misuse of any 

material nonpublic information with 

respect to such products, any 

components of the related products, any 

physical asset or commodity underlying 

the product, applicable currencies, 

underlying indexes, related futures or 

options on futures, and any related 

derivative instruments (including the 

Shares).50

Moreover, the Commission concludes 

that the proposal is reasonably designed 

to mitigate the Shares’ susceptibility to 

manipulation and misuse of nonpublic 

information in trading in the Shares, 

consistent with Section 6(b)(5) of the 

Act,51 because the Shares will be subject 


jspears on DSK121TN23PROD with NOTICES1
Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 18847 

52FINRA conducts cross-market surveillances on 

behalf of the Exchange pursuant to a regulatory 

services agreement. The Exchange is responsible for 

FINRA’s performance under this regulatory services 

agreement. 

53The Commission notes that certain proposals 

for the listing and trading of exchange-traded 

products include a representation that the exchange 

will ‘‘surveil’’ for compliance with the continued 

listing requirements. See, e.g., Securities Exchange 

Act Release No. 77499 (April 1, 2016), 81 FR 20428, 

20432 (April 7, 2016) (SR–BATS–2016–04). In the 

context of this representation, it is the 

Commission’s view that ‘‘monitor’’ and ‘‘surveil’’ 

both mean ongoing oversight of compliance with 

the continued listing requirements. Therefore, the 

Commission does not view ‘‘monitor’’ as a more or 

less stringent obligation than ‘‘surveil’’ with respect 

to the continued listing requirements. 

54 15 U.S.C. 78f(b)(5). 

to the Exchange’s and other rules below. 

Specifically: 

(1) The Trust will be subject to the 

criteria in NYSE Arca Rule 8.201–E(e) 

for initial and continued listing of the 

Shares. 

(2) The Exchange has appropriate 

rules to facilitate transactions in the 

Shares during all trading sessions. 

Trading in the Shares on the Exchange 

will occur in accordance with NYSE 

Arca Rule 7.34–E(a). 

(3) The Exchange deems the Shares to 

be equity securities, thus rendering 

trading in the Trust subject to the 

Exchange’s existing rules governing the 

trading of equity securities. 

(4) Trading in the Shares will be 

subject to the existing trading 

surveillances administered by the 

Exchange, as well as cross-market 

surveillances administered by FINRA on 

behalf of the Exchange, which are 

designed to detect violations of 

Exchange rules and applicable federal 

securities laws.52 The Exchange 

represents that these procedures are 

adequate to properly monitor Exchange 

trading of the Shares in all trading 

sessions and to deter and detect 

violations of Exchange rules and federal 

securities laws applicable to trading on 

the Exchange. These surveillances 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

When such situations are detected, 

surveillance analysis follows and 

investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

(5) The Exchange or FINRA, on behalf 

of the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares with other markets 

and other entities that are members of 

the ISG, and the Exchange or FINRA, on 

behalf of the Exchange, or both, may 

obtain trading information regarding 

trading in the Shares from such markets 

and other entities. In addition, the 

Exchange may obtain information 

regarding trading in the Shares from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement. 

(6) Pursuant to NYSE Arca Rule 

8.201–E(g), the Exchange is able to 

obtain information regarding trading in 

the Shares and the underlying gold, gold 

futures contracts, options on gold 

futures or any other gold derivatives 

through ETP Holders acting as 

registered Market Makers, in connection 

with such ETP Holders’ proprietary or 

customer trades through ETP Holders 

which they effect on any relevant 

market. 

(7) The Exchange has a general policy 

prohibiting the distribution of material, 

non-public information by its 

employees. 

(8) Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Bulletin 

will discuss the following: (a) The 

procedures for purchases and 

redemptions of Shares in Creation Units 

(including noting that Shares are not 

individually redeemable); (b) NYSE 

Arca Rule 9.2–E(a), which imposes a 

duty of due diligence on its ETP Holders 

to learn the essential facts relating to 

every customer prior to trading the 

Shares; (c) how information regarding 

the IIV is disseminated; (d) the 

requirement that ETP Holders deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction; (e) the possibility that 

trading spreads and the premium or 

discount on the Shares may widen as a 

result of reduced liquidity of gold 

trading during the Core and Late 

Trading Sessions after the close of the 

major world gold markets; and (f) 

trading information. The Exchange 

states that investors purchasing Shares 

directly from the Trust will receive a 

prospectus. ETP Holders purchasing 

Shares from the Trust for resale to 

investors will deliver a prospectus to 

such investors. In addition, the 

Information Bulletin will reference that 

the Trust is subject to various fees and 

expenses as will be described in the 

Registration Statement. The Information 

Bulletin will also reference the fact that 

there is no regulated source of last sale 

information regarding physical gold, 

that the Commission has no jurisdiction 

over the trading of gold as a physical 

commodity, and that the CFTC has 

regulatory jurisdiction over the trading 

of gold futures contracts and options on 

gold futures contracts. The Information 

Bulletin will also discuss any relief, if 

granted, by the Commission or the staff 

from any rules under the Act. 

(9) A minimum of 100,000 Shares will 

be required to be outstanding at the start 

of trading. 

In addition, pursuant to Commentary 

.04 of NYSE Arca Rule 8.201–E, all 

statements and representations made in 

this filing regarding (a) the description 

of the portfolio or reference assets, (b) 

limitations on portfolio holdings or 

reference assets, or (c) the applicability 

of Exchange listing rules specified in 

this rule filing shall constitute 

continued listing requirements for 

listing the Shares of the Trust on the 

Exchange. 

The issuer must notify the Exchange 

of any failure by the Trust to comply 

with the continued listing requirements. 

Pursuant to its obligations under 

Section 19(g)(1) of the Act, the Exchange 

will monitor 53 for compliance with the 

continued listing requirements. If the 

Trust is not in compliance with the 

applicable listing requirements, the 

Exchange will commence delisting 

procedures under NYSE Arca Rule 5.5– 

E(m). 

Accordingly, for the foregoing 

reasons, the Commission finds that the 

proposed rule change, as modified by 

Amendment No. 1, is consistent with 

Section 6(b)(5) of the Act 54 and the 

rules and regulations thereunder 

applicable to a national securities 

exchange. 

IV. Solicitation of Comments on the 

Proposed Rule Change, as Modified by 

Amendment No. 1 

Interested persons are invited to 

submit written views, data, and 

arguments concerning whether the 

proposed rule change, as modified by 

Amendment No. 1, is consistent with 

the Act. Comments may be submitted by 

any of the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2021–65 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2021–65. This 

file number should be included on the 


jspears on DSK121TN23PROD with NOTICES1
18848 Federal Register / Vol. 87, No. 62 / Thursday, March 31, 2022 / Notices 

55 15 U.S.C. 78s(b)(2). 

56 Id. 

57 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3The Exchange initially filed the proposed fee 

changes on March 1, 2022 (SR–CboeEDGA–2022– 

002). On March 14, 2022, the Exchange withdrew 

that filing and submitted this proposal. 

4Logical Ports include FIX and BOE ports (used 

for order entry), drop logical port (which grants 

users the ability to receive and/or send drop copies) 

and ports that are used for receipt of certain market 

data feeds. 

5Purge Ports are dedicated ports that permit a 

User to simultaneously cancel all or a subset of its 

orders in one or more symbols across multiple 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

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

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549 on official 

business days between the hours of 

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

filing also will be available for 

inspection and copying at the principal 

office of the Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2021–65 and 

should be submitted on or before April 

21, 2022. 

V. Accelerated Approval of the 

Proposed Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of notice of the filing of 

Amendment No. 1 in the Federal 

Register. As stated above, among other 

things, Amendment No. 1 to the 

proposed rule change went into greater 

detail with respect to characteristics of 

unallocated gold, Sprott ESG Approved 

Gold, and ESG Criteria, as well as 

valuation of the Trust’s gold. 

Amendment No. 1 explained how Sprott 

ESG Approved Gold will be created for 

the Trust, as well as the process of the 

exchange or conversion of the types of 

gold held by the Trust, and how this 

occurs during creations and 

redemptions. Further, Amendment No. 

1 represented that there is no separate 

market for Sprott ESG Approved Gold, 

there is no industry standard for ESG 

factors that apply to gold production 

and the value of the gold held by the 

Trust, whether allocated Sprott ESG 

Approved Gold or unallocated gold, will 

be determined by the LBMA Gold Price 

PM. Amendment No. 1 made additional 

representations, including regarding the 

Information Bulletin. Finally, 

Amendment No. 1 provided 

clarifications and technical edits to the 

proposed rule change. These changes 

and additional information in 

Amendment No. 1 assist the 

Commission in evaluating the 

Exchange’s proposal and in determining 

that it is consistent with the Act. The 

Commission believes that such changes 

and additional information do not raise 

unique or novel regulatory issues under 

the Act. Accordingly, the Commission 

finds good cause, pursuant to Section 

19(b)(2) of the Act,55 to approve the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,56 that the 

proposed rule change (SR–NYSEArca– 

2021–65), as modified by Amendment 

No. 1, be, and it hereby is, approved on 

an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.57

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–06752 Filed 3–30–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94517; File No. SRCboeEDGA–2022–004] 

Self-Regulatory Organizations; Cboe 

EDGA Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Amend the 

Fee Schedule 

March 25, 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 March 14, 

2022, Cboe EDGA Exchange, Inc. 

(‘‘Exchange’’ or ‘‘EDGA’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

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 EDGA Exchange, Inc. (the 

‘‘Exchange’’ or ‘‘EDGA’’ or ‘‘EDGA 

Equities’’) is filing with the Securities 

and Exchange Commission 

(‘‘Commission’’) a proposed rule change 

to amend its Fee Schedule. The text of 

the proposed rule change is provided as 

Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

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

equities/regulation/rule_filings/edga/), 

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 amend its 

Fees Schedule to adopt fees for 

Certification Logical Port fees, effective 

March 1, 2022.3

By way of background, the Exchange 

offers a variety of logical ports, which 

provide users with the ability within the 

Exchange’s System to accomplish a 

specific function through a connection, 

such as order entry, data receipt or 

access to information. Specifically, the 

Exchange offers Logical Ports,4 Purge 

Ports,5 Multicast PITCH GRP Ports and 


jspears on DSK121TN23PROD with NOTICES1