Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 41109 

32 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4On 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 

in not yet effective and the Shares will not trade 

on the Exchange until such time that the 

Registration Statement is effective. 

5Commodity-Based Trust Shares are securities 

issued by a trust that represent investors’ discrete 

identifiable and undivided beneficial ownership 

interest in the commodities deposited into the 

Trust. 

6 15 U.S.C. 80a–1. 

7 17 U.S.C. 1. 

8The 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. 

9The 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 hold 

gold for the account of the Trust on an allocated 

basis (the ‘‘Trust Allocated Account’’), except 

where gold is temporarily held in an unallocated 

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

Sponsor may cause the Trust to engage unaffiliated 

gold brokers to transfer unallocated gold between 

the Trust’s custody accounts maintained for the 

benefit of the Trust by the Gold Custodian in 

Ottawa, Canada and London, United Kingdom 

where it can be delivered to a redeeming 

Authorized Participant (as defined below) if 

additional unallocated gold is needed by the Trust 

to satisfy the redeeming Authorized Participant’s 

redemption request. 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. 

10Securities Exchange Act Release No. 84257 

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

2018) (SR–NYSEArca–2018–55). 

11Securities Exchange Act Release No. 81077 

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

NYSEArca–2017–55). 

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–ISE–2021–17 and should be 

submitted on or before August 20, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16229 Filed 7–29–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92506; File No. SR– 

NYSEArca–2021–65] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the Sprott ESG Gold ETF Under 

NYSE Arca Rule 8.201–E 

July 26, 2021. 

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

Securities Exchange Act of 1934 

(‘‘Act’’) 2 and Rule 19b–4 thereunder,3

notice is hereby given that, on July 19, 

2021, NYSE Arca, Inc. (‘‘NYSE Arca’’ or 

the ‘‘Exchange’’) 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 

The Exchange proposes to list and 

trade shares of the Sprott ESG Gold ETF 

under NYSE Arca Rule 8.201–E. The 

proposed change is available on the 

Exchange’s website at www.nyse.com, at 

the principal office of the Exchange, and 

at the Commission’s Public Reference 

Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

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

ESG Gold ETF (the ‘‘Trust’’), under 

NYSE Arca Rule 8.201–E.4 Under NYSE 

Arca Rule 8.201–E, the Exchange may 

propose to list and/or trade CommodityBased Trust Shares pursuant to unlisted 

trading privileges (‘‘UTP’’).5

The Trust will not be registered as an 

investment company under the 

Investment Company Act of 1940, as 

amended,6 and is not required to 

register under such act. The Trust is not 

a commodity pool for purposes of the 

Commodity Exchange Act, as amended.7

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 

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

The Delaware Trust Company is the 

trustee of the Trust (the ‘‘Trustee’’).8

The Royal Canadian Mint is the 

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

Custodian’’ or ‘‘Mint’’).9 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 (the ‘‘Cash Custody 

Agreement’’). 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; 10

the GraniteShares Gold Trust; 11 the 


lotter on DSK11XQN23PROD with NOTICES1
41110 Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 

12Securities Exchange Act Release No. 71378 

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

(SR–NYSEArca–2013–137). 

13Securities Exchange Act Release No 66930 

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

NYSEArca–2012–18). 

14See 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). 

15With 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). 

16The 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 4, supra. 

17The 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. 

18The ESG Criteria and the Sponsor’s application 

of the ESG Criteria are disclosed in the Registration 

Statement. 

Merk Gold Trust; 12 the APMEX 

Physical-1 oz. Gold Redeemable 

Trust; 13 and the Long Dollar Gold 

Trust.14

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.15

Operation of the Trust 16

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. 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 

(‘‘ESG Approved Gold’’), and will also 

include unallocated unencumbered 

physical gold bullion held by the Mint 

on behalf of the Trust and cash. 

The Trust does not intend to hold a 

certain amount of gold in unallocated 

form to satisfy redemption requests or to 

pay expenses, but 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 convert unallocated 

gold to ESG Approved Gold at the Mint. 

The Trust may need to instruct the Mint 

to convert ESG Approved Gold into 

unallocated gold if insufficient 

unallocated gold is available to be sold 

to pay expenses or to meet redemption 

requests. The Mint will exchange ESG 

Approved Gold for an equal amount of 

unallocated gold upon the receipt of 

proper instructions from the Sponsor. 

The ESG standards and criteria used 

by the Sponsor (the ‘‘ESG Criteria’’) 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.17 Mining companies and mines 

that meet the ESG Criteria (‘‘ESG 

Approved Mining Companies’’ and 

‘‘ESG Approved Mines’’, respectively) 

must also comply with the Mint 

Responsible Sourcing Requirements. An 

overview of the Sponsor’s application of 

the ESG Criteria to mining companies 

and mines that can provide the material 

for ESG Approved Gold is provided 

below.18

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 

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 is subject to 

change by the Sponsor in its sole 

discretion. 

The ESG Criteria are in addition to 

those used in the London Bullion 

Market Association’s (‘‘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 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 ESG factors used for the ESG 

assessment of mines and miners 

generally 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 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 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 41111 

mining companies. Each 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 an ESG Approved 

Mining Company. 

Second, the Sponsor will evaluate 

individual mine site locations of each 

ESG Approved Mining Company. Each 

mine location of an 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. Each mining 

location of that 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 an ESG Approved Mine. 

Only ESG Approved Mines will be 

permitted to supply the raw material for 

ESG Approved Gold to the Mint, which 

will then refine the raw material to 

create ESG Approved Gold for the Trust. 

This means that the provenance of ESG 

Approved Gold will be known to the 

Trust. 

Heightened 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. 

The Sponsor will be responsible for 

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 

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. 

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 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. 

The Shares are not a proxy for investing 

in 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 ESG Criteria and the 

processes and methods for refining and 

using ESG Approved Gold for the 

Trust’s operations have been developed 

by the Sponsor specifically for the 

Trust, and thus no ESG Approved Gold 

that meets the ESG Criteria has been 

produced. Therefore, there have been no 

market transactions in ESG Approved 

Gold. The Trust is not aware of a 

separate market for ESG Approved Gold 

and does not believe that one will 

develop. ESG Approved Gold will be a 

subset of allocated gold bullion that is 

already currently refined by the Mint for 

its customers. 

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’’). 

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 NonInvestment 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. 


lotter on DSK11XQN23PROD with NOTICES1
41112 Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 

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. In connection with creations 

and redemptions of Creation Units, 

Authorized Participants will be required 

to deliver or receive unallocated gold to 

or from the Trust, as applicable. 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. 

Unallocated gold received from 

Authorized Participants will be 

converted into ESG Approved Gold by 

the Mint. The Mint will convert 

unallocated gold into ESG Approved 

Gold after receipt of a completed 

withdrawal request form from the 

Sponsor to withdraw an amount of 

unallocated gold from the Trust 

Unallocated Account and deposit ESG 

Approved Gold into the Trust Allocated 

Account. 

The Trust will redeem Shares using 

unallocated gold. To the extent that the 

Trust’s existing holdings of unallocated 

gold are insufficient to meet a 

redemption request, the Trust will be 

required to request that the Mint convert 

ESG Approved Gold to unallocated 

gold, which may result in delays in the 

Trust’s ability to meet redemption 

requests from Authorized Participants. 

The Mint will exchange ESG Approved 

Gold for an equal amount of unallocated 

gold upon the receipt of proper 

instructions from the Sponsor. The Mint 

will issue a confirmation of a completed 

exchange to the Sponsor by facsimile or 

by email on the business day that the 

exchange is completed. 

The Mint expects that it will be able 

to refine and produce ESG Approved 

Gold within approximately five 

business days following the receipt of 

completed withdrawal request, subject 

to production capacity, availability and 

minimum size requirements. The 

business day on which the physical 

withdrawal is to occur will be 

confirmed to the Sponsor in writing by 

the Mint. A receipt of deposit will be 

issued to the Sponsor by facsimile or by 

email on the business day the 

production of all ESG Approved Gold 

underlying a withdrawal request form is 

completed. 

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 ESG Approved Gold can be 

sourced by the Mint only from a limited 

number of suppliers, from time-to-time, 

on a temporary basis until additional 

ESG Approved Gold can be refined by 

the Mint, the Trust will hold gold in 

unallocated form. No Shares will be 

issued unless the Mint has allocated to 

the Trust Unallocated Account the 

corresponding amount of unallocated 

gold from the Authorized Participant’s 

account. 

Each Authorized Participant must be 

a registered broker-dealer, a participant 

in Depository Trust Corporation 

(‘‘DTC’’), have entered into an 

agreement with the Trustee (the 

‘‘Authorized Participant Agreement’’) 

and be in a position to deliver or receive 

to or from the Trust, as applicable, an 

amount of gold that is at least equal to 

the aggregate NAV of the number of 

Creation Units that are part of a 

purchase order or redemption order, as 

the case may be. 

According to the Registration 

Statement, Authorized Participants may 

surrender Creation Units in exchange 

for the corresponding amount of 

unallocated gold announced by the 

Transfer Agent. 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. 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. Eastern Time (‘‘E.T.’’) 

will be rejected. 

The redemption distribution from the 

Trust will consist of a credit to the 

redeeming Authorized Participant’s 

unallocated account representing the 

amount of the gold held by the Trust 

evidenced by the Shares being 

redeemed as of the date of the 

redemption order. 

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 and other assets 

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. 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 on the basis of LBMA Gold Price 

PM or LBMA Gold Price AM. 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 realtime 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. 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 41113 

19The 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. 

20The 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. 

21See NYSE Arca Rule 7.12–E. 

22FINRA 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. 

Availability of Information 

The intraday indicative value (‘‘IIV’’) 

per Share for the Shares will be 

disseminated by one or more major 

market data vendors. The IIV will be 

calculated based on the amount of gold 

held by the Trust and a price of gold 

derived from updated bids and offers 

indicative of the spot price of gold.19

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 20 at the close of 

trading (‘‘Bid/Ask Price’’), and a 

calculation of the premium or discount 

of such price against such NAV; and (b) 

data in chart format displaying the 

frequency distribution of discounts and 

premiums of the Bid/Ask Price against 

the NAV, within appropriate ranges, for 

each of the four previous calendar 

quarters. The website for the Trust will 

also provide the Trust’s prospectus. 

Finally, the Trust’s website will 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 ESG Approved Mines and ESG 

Approved Mining Companies from 

which the Trust sources its ESG 

Approved Gold. The Trust anticipates 

that ESG Approved Mines and ESG 

Approved Mining Companies may be 

added or removed from such lists over 

time based on, among other things, 

whether such ESG Approved Mines and 

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, ESG Approved Mines 

or 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 

50,000 Shares will be required to be 

outstanding at the start of trading, 

which is equivalent to 10,000 fine 

ounces of gold or about $18,550,000 as 

of June 14, 2021. 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 

6.3–E requires an ETP Holder acting as 

a registered Market Maker, and its 

affiliates, in the Shares to establish, 

maintain and enforce written policies 

and procedures reasonably designed to 

prevent the misuse of any material 

nonpublic information with respect to 

such products, any components of the 

related products, any physical asset or 

commodity underlying the product, 

applicable currencies, underlying 

indexes, related futures or options on 

futures, and any related derivative 

instruments (including the Shares). 

As a general matter, the Exchange has 

regulatory jurisdiction over its ETP 

Holders and their associated persons, 

which include any person or entity 

controlling an ETP Holder. 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.21 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.22 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, 


lotter on DSK11XQN23PROD with NOTICES1
41114 Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 

23For a list of the current members of ISG, see 

www.isgportal.org. 24 15 U.S.C. 78f(b)(5). 

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.23

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 

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 improper 

distribution of material, non-public 

information by its employees. 

All statements and representations 

made in this filing regarding (a) the 

description of the portfolio, (b) 

limitations on portfolio holdings or 

reference assets, or (c) the applicability 

of Exchange listing rules specified in 

this rule filing shall constitute 

continued listing requirements for 

listing the Shares of the Trust on the 

Exchange. 

The issuer has represented to the 

Exchange that it will advise the 

Exchange of any failure by the Trust to 

comply with the continued listing 

requirements, and, pursuant to its 

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

Act, the Exchange will monitor for 

compliance with the continued listing 

requirements. If the Trust is not in 

compliance with the applicable listing 

requirements, the Exchange will 

commence delisting procedures under 

NYSE Arca Rule 5.5–E(m). 

2. Statutory Basis 

The basis under the Act for this 

proposed rule change is the requirement 

under Section 6(b)(5) 24 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 stockholders, and lists 

of the Trust’s ESG Criteria, ESG 

Approved Mines and ESG Approved 

Mining Companies from which the 

Trust will source its 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. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or up to 90 days (i) as the 

Commission may designate if it finds 

such longer period to be appropriate 

and publishes its reasons for so finding 

or (ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

(A) By order approve or disapprove 

the proposed rule change, or 


lotter on DSK11XQN23PROD with NOTICES1
Federal Register / Vol. 86, No. 144 / Friday, July 30, 2021 / Notices 41115 

25 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Capitalized terms used but not defined herein 

have the meanings specified in the Rule Book, the 

Clearing Supplement, the Procedures, and the 

Clearing Regulations, as applicable. 

4Self-Regulatory Organizations; LCH SA; Notice 

of Filing of Proposed Rule Change Relating to the 

Clearing of Single-Name Credit Default Swaps by 

U.S. Customers, Exchange Act Release No. 34– 

91676 (April 26, 2021); 86 FR 23445 (May 3, 2021) 

(SR–LCH SA–2021–001) (‘‘Notice’’). 

5Self-Regulatory Organizations; LCH SA; Notice 

of Designation of Longer Period for Commission 

Action on Proposed Rule Change Relating to the 

Clearing of Single-Name Credit Default Swaps by 

U.S. Customers, Exchange Act Release No. 34– 

92142 (June 10, 2021); 86 FR 32079 (June 16, 2021) 

(SR–LCH SA–2021–001). 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to 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 

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 

August 20, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–16234 Filed 7–29–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92501; File No. SR–LCH 

SA–2021–001] 

Self-Regulatory Organizations; LCH 

SA; Order Approving Proposed Rule 

Change Relating to the Clearing of 

Single-Name Credit Default Swaps by 

U.S. Customers 

July 26, 2021. 

I. Introduction 

On April 13, 2021, Banque Centrale 

de Compensation, which conducts 

business under the name LCH SA (‘‘LCH 

SA’’), filed with the Securities and 

Exchange Commission (‘‘Commission’’ 

or ‘‘SEC’’), pursuant to Section 19(b)(1) 

of the Securities Exchange Act of 1934 

(the ‘‘Act’’),1 and Rule 19b–4,2 a 

proposed rule change to amend LCH 

SA’s (i) CDS Clearing Rule Book (the 

‘‘Rule Book’’); (ii) CDS Clearing 

Supplement (the ‘‘Clearing 

Supplement’’); (iii) CDS Clearing 

Procedures (the ‘‘Procedures’’); and (iv) 

FCM Clearing Regulations (‘‘Clearing 

Regulations’’) to allow LCH SA to offer 

clearing services in respect of singlename CDS that are security-based swaps 

(‘‘SBS’’) submitted by Clearing Members 

on behalf of their U.S. clients.3 The 

proposed rule change was published for 

comment in the Federal Register on 

May 3, 2021.4 On June 10, 2021, the 

Commission designated a longer period 

within which to take action on the 

proposed rule change, until August 1, 

2021.5 The Commission did not receive 

comments regarding the proposed rule 

change. For the reasons discussed 

below, the Commission is approving the 

proposed rule change. 

II. Description of the Proposed Rule 

Change 

Currently, LCH SA’s Clearing 

Members are permitted to submit for 

clearing swaps on behalf of their U.S. 

clients. The proposed rule change 

would amend the LCH SA documents 

mentioned above to permit LCH SA’s 

Clearing Members also to submit for 

clearing SBS on behalf of their U.S. 

clients. Thus, after the proposed rule 

change becomes effective, LCH SA 

would permit its Clearing Members to 

submit for clearing both swaps and SBS 

on behalf of their U.S. clients. 

In addition to this initiative, the 

proposed rule change would also make 

certain other confirming and clarifying 

changes, as discussed further below in 

Part II.E. 

A. Rule Book 

To facilitate this initiative, the 

proposed rule change would amend the 

Rule Book to, among other things, (i) 

modify existing and adopt new defined 

terms; (ii) modify the membership 

requirements applicable to Clearing 

Members; (iii) remove provisions that 

prohibit Clearing Members from offering 

clearing services to U.S. clients with 

respect to SBS; (iv) establish the account 

structure for Clearing Members clearing 

SBS on behalf of U.S. clients; (v) update 

provisions to apply them to Clearing 

Members that are broker-dealers; and 

(vi) amend the Appendix to apply 

relevant provisions of the CDS Default 

Management Process to SBS. These 

amendments are discussed below 

according to the different titles of the 

Rule Book. 

i. Title I 

The proposed rule change would add 

new, and modify existing, defined terms 

related to Clearing Members and Clients 

found in Title I of the Rule Book. These 

changes would facilitate registered 

broker-dealers becoming Clearing 

Members for the purpose of clearing 

SBS on behalf of U.S. clients. For 

example, the proposed rule change 

would add a definition for ‘‘BD,’’ to 

mean a legal entity that is a ‘‘broker’’ or 

‘‘dealer’’ as defined in Section 3(a)(4) or 

3(a)(5) of the Act, respectively, and is 

registered in such capacity with the 

Commission and a member in good 

standing of FINRA. Similarly, the 

proposed rule change would amend the 

defined term ‘‘FCM Clearing Member’’ 

to be ‘‘FCM/BD Clearing Member.’’ As 

amended, the term ‘‘FCM/BD Clearing 

Member’’ would mean any FCM, BD, or 


lotter on DSK11XQN23PROD with NOTICES1