Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 50385 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

STATUS: Closed. 

MATTERS TO BE CONSIDERED: 

Thursday, September 9, 2021, and 

Friday, September 10, 2021, at 9:00 

a.m. 

1. Strategic Items. 

2. Financial and Operational Matters. 

3. Administrative Items. 

GENERAL COUNSEL CERTIFICATION: The 

General Counsel of the United States 

Postal Service has certified that the 

meeting may be closed under the 

Government in the Sunshine Act. 

CONTACT PERSON FOR MORE INFORMATION: 

Michael J. Elston, Secretary of the Board 

of Governors, U.S. Postal Service, 475 

L’Enfant Plaza SW, Washington, DC 

20260–1000. Telephone: (202) 268– 

4800. 

Michael J. Elston, 

Secretary. 

[FR Doc. 2021–18938 Filed 9–3–21; 11:15 am] 

BILLING CODE 7710–12–P 

POSTAL SERVICE 

Product Change—Priority Mail 

Express, Priority Mail, & First-Class 

Package Service Negotiated Service 

Agreement 

AGENCY: Postal Service TM. 

ACTION: Notice. 

SUMMARY: The Postal Service gives 

notice of filing a request with the Postal 

Regulatory Commission to add a 

domestic shipping services contract to 

the list of Negotiated Service 

Agreements in the Mail Classification 

Schedule’s Competitive Products List. 

DATES: Date of required notice: 

September 8, 2021. 

FOR FURTHER INFORMATION CONTACT: 

Sean Robinson, 202–268–8405. 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice that, pursuant to 39 U.S.C. 

3642 and 3632(b)(3), on August 24, 

2021, it filed with the Postal Regulatory 

Commission a USPS Request to Add 

Priority Mail Express, Priority Mail, & 

First-Class Package Service Contract 76 

to Competitive Product List. Documents 

are available at www.prc.gov, Docket 

Nos. MC2021–129, CP2021–134. 

Sean Robinson, 

Attorney, Corporate and Postal Business Law. 

[FR Doc. 2021–19401 Filed 9–7–21; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

34372; 812–15242] 

MainStay CBRE Global Infrastructure 

Megatrends Fund, et al. 

September 3, 2021. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice. 

Notice of an application under section 

6(c) of the Investment Company Act of 

1940 (the ‘‘Act’’) for an exemption from 

section 19(b) of the Act and rule 

19b–1 under the Act to permit registered 

closed-end investment companies to 

make periodic distributions of long-term 

capital gains more frequently than 

permitted by section 19(b) or rule 

19b–1. 

Summary of Application: Applicants 

request an order to permit certain 

registered closed-end management 

investment companies to pay as 

frequently as twelve times in any one 

taxable year in respect of its common 

stock and as often as specified by, or 

determined in accordance with the 

terms of, any preferred stock issued by 

the investment company subject to the 

terms and conditions stated in the 

application. 

Applicants: MainStay CBRE Global 

Infrastructure Megatrends Fund, 

MainStay MacKay Defined Term 

Municipal Opportunities Fund, New 

York Life Investment Management LLC. 

Filing Dates: The application was 

filed on June 28, 2021 and amended on 

July 30, 2021. 

Hearing or Notification of Hearing: An 

order granting the requested relief will 

be issued unless the Commission orders 

a hearing. Interested persons may 

request a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on September 28, 2021, 

and should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, the reason for the 

request, and the issues contested. 

Persons who wish to be notified of a 

hearing may request notification by 

writing to the Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE, Washington, DC 20549–1090; 

Applicants, 390 Park Avenue, 15th 

Floor, NY, NY 10022. 

FOR FURTHER INFORMATION CONTACT: Lisa 

Reid Ragen, Branch Chief, at (202) 551– 

6825 (Division of Investment 

Management, Chief Counsel’s Office). 

SUPPLEMENTARY INFORMATION: For 

Applicants’ representations, legal 

analysis, and condition, please refer to 

Applicants’ application, dated July 30, 

2021, which may be obtained via the 

Commission’s website by searching for 

the file number, using the Company 

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

search/search.htm, or by calling (202) 

551–8090. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–19489 Filed 9–7–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92840; File No. SR– 

NYSEArca–2021–73] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of Proposed 

Rule Change To List and Trade Shares 

of the Franklin Responsibly Sourced 

Gold ETF Under NYSE Arca Rule 

8.201–E 

September 1, 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 August 

23, 2021, NYSE Arca, Inc. (‘‘NYSE 

Arca’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II 

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 Franklin Responsibly 

Sourced 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. 


jbell on DSKJLSW7X2PROD with NOTICES
50386 Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 

4On April 22, 2021, the Trust submitted to the 

Commission its confidential draft registration 

statement on Form S–1 (the ‘‘Registration 

Statement’’) under the Securities Act of 1933 (15 

U.S.C. 77a) (the ‘‘Securities Act’’). The Jumpstart 

Our Business Startups Act, enacted on April 5, 

2012, added Section 6(e) to the Securities Act. 

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

‘‘emerging growth company’’ may confidentially 

submit to the Commission a draft registration 

statement for confidential, non-public review by the 

Commission staff prior to public filing, provided 

that the initial confidential submission and all 

amendments thereto shall be publicly filed not later 

than 21 days before the date on which the issuer 

conducts a road show, as such term is defined in 

Securities Act Rule 433(h)(4), or 15 days prior to 

anticipated effectiveness in the case of an issuer 

who will not conduct a road show. 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 Fund 

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 Gold Custodian is responsible for 

safekeeping the Fund’s gold pursuant to the 

Allocated Gold Account Agreement and the 

Unallocated Gold Account Agreement. The Gold 

Custodian will facilitate the transfer of gold in and 

out of the Fund through (i) the unallocated gold 

accounts it may maintain for each Authorized 

Participant (as defined below) or unallocated gold 

accounts that may be maintained for an Authorized 

Participant by another London Precious Metals 

Clearing Limited clearing bank, and (ii) the 

unallocated and allocated gold accounts it will 

maintain for the Fund. The Gold Custodian is 

responsible for allocating specific bars of gold to the 

Fund Allocated Account. As used herein, ‘‘Fund 

Allocated Account’’ means the allocated gold 

account of the Trust established with the Gold 

Custodian on behalf of the Fund by the Allocated 

Gold Account Agreement, to be used to hold gold 

that is transferred from the Fund Unallocated 

Account to be held by the Fund in allocated form; 

the ‘‘Fund Unallocated Account’’ means the 

unallocated gold account of the Trust established 

with the Gold Custodian on behalf of the Fund by 

the Unallocated Gold Account Agreement, to be 

used to facilitate the transfer of gold in and out of 

the Fund. The Gold Custodian will provide the 

Fund with regular reports detailing the gold 

transfers into and out of the Fund Unallocated 

Account and the Fund Allocated Account and 

identifying the gold bars held in the Fund Allocated 

Account. 

9Securities Exchange Act Release No. 84257 

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

2018) (SR–NYSEArca–2018–55). 

10Securities Exchange Act Release No. 81077 

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

NYSEArca–2017–55). 

11Securities Exchange Act Release No. 71378 

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

(SR–NYSEArca–2013–137). 

12Securities Exchange Act Release No. 59895 

(May 8, 2009), 74 FR 22993 (May 15, 2009) (SR– 

NYSEArca–2009–40). 

13Securities Exchange Act Release No. 61219 

(December 22, 2009), 74 FR 68886 (December 29, 

2009) (SR–NYSEArca–2009–95). 

14Securities Exchange Act Release No. 61220 

(December 22, 2009), 74 FR 68895 (December 29, 

2009) (SR–NYSEArca–2009–94). 

15Securities Exchange Act Release No 66930 

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

NYSEArca–2012–18). 

16Securities Exchange Act Release No. 61496 

(February 4, 2010), 75 FR 6758 (February 10, 2010) 

(SR–NYSEArca–2009–113). 

17See Securities Exchange Act Release No. 56224 

(August 8, 2007), 72 FR 45850 (August 15, 2007) 

(SR–NYSEArca–2007–76). 

18See Securities Exchange Act Release No. 58956 

(November 14, 2008), 73 FR 71074 (November 24, 

2008) (SR–NYSEArca–2008–124) (approving listing 

on the Exchange of the iShares Silver Trust). 

19See Securities Exchange Act Release No. 56224 

(August 8, 2007), 72 FR 45850 (August 15, 2007) 

(SR–NYSEArca–2007–76) (approving listing on the 

Exchange of the streetTRACKS Gold Trust); 

Securities Exchange Act Release No. 56041 (July 11, 

2007), 72 FR 39114 (July 17, 2007) (SR–NYSEArca– 

2007–43) (order approving listing on the Exchange 

of iShares COMEX Gold Trust). 

20See 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). 

21See Securities Exchange Act Release No. 50603 

(October 28, 2004), 69 FR 64614 (November 5, 2004) 

(SR–NYSE–2004–22) (order approving listing of 

streetTRACKS Gold Trust on the NYSE). 

22See Securities Exchange Act Release Nos. 

51058 (January 19, 2005), 70 FR 3749 (January 26, 

2005) (SR–Amex–2004–38) (order approving listing 

of iShares COMEX Gold Trust on the American 

Stock Exchange LLC); 53521 (March 20, 2006), 71 

FR 14967 (March 24, 2006) (SR–Amex–2005–72) 

(approving listing on the American Stock Exchange 

LLC of the iShares Silver Trust). 

23See Securities Exchange Act Release Nos. 

53520 (March 20, 2006), 71 FR 14977 (March 24, 

2006) (SR–PCX–2005–117) (approving trading on 

the Exchange pursuant to UTP of the iShares Silver 

Trust); 51245 (February 23, 2005), 70 FR 10731 

(March 4, 2005) (SR–PCX–2004–117) (approving 

trading on the Exchange of the streetTRACKS Gold 

Trust pursuant to UTP). 

24With respect to the application of Rule 10A– 

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

relies on the exemption contained in Rule 10A– 

3(c)(7). 

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 Franklin 

Responsibly Sourced Gold ETF (the 

‘‘Fund’’), under NYSE Arca Rule 8.201– 

E.4 The Fund is a series of the Franklin 

Templeton Holdings Trust, a Delaware 

statutory trust (the ‘‘Trust’’). 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’’).5

The Fund 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 Fund is not 

a commodity pool for purposes of the 

Commodity Exchange Act, as amended.7

The Sponsor of the Fund is Franklin 

Holdings, LLC, a Delaware limited 

liability company. BNY Mellon Asset 

Servicing, a division of The Bank of 

New York Mellon (‘‘BNYM’’), serves as 

the Fund’s administrator (the 

‘‘Administrator’’) and transfer agent (the 

‘‘Transfer Agent’’). Delaware Trust 

Company, a subsidiary of the 

Corporation Service Company serves as 

trustee of the Trust (the ‘‘Trustee’’). J.P. 

Morgan Chase Bank, N.A., London 

branch is the custodian of the Fund’s 

Gold Bullion (as defined in the 

Registration Statement) (the ‘‘Gold 

Custodian’’).8 BNYM will serve as the 

custodian of the Fund’s cash, if any (the 

‘‘Cash Custodian’’). 

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; 9

GraniteShares Gold Trust; 10 Merk Gold 

Trust; 11 ETFS Gold Trust; 12 ETFS 

Platinum Trust 13 and ETFS Palladium 

Trust (collectively, the ‘‘ETFS 

Trusts’’); 14 APMEX Physical-1 oz. Gold 

Redeemable Trust; 15 Sprott Gold 

Trust; 16 SPDR Gold Trust (formerly the 

streetTRACKS Gold Trust); 17 iShares 

Silver Trust; 18 iShares COMEX Gold 

Trust; 19 and Long Dollar Gold Trust.20

Prior to their listing on the Exchange, 

the Commission approved listing of the 

streetTRACKS Gold Trust on the New 

York Stock Exchange (‘‘NYSE’’) 21 and 

listing of iShares COMEX Gold Trust 

and iShares Silver Trust on the 

American Stock Exchange LLC.22 In 

addition, the Commission has approved 

trading of the streetTRACKS Gold Trust 

and iShares Silver Trust on the 

Exchange pursuant to UTP.23

The Exchange represents that the 

Shares satisfy the requirements of NYSE 

Arca Rule 8.201–E and thereby qualify 

for listing on the Exchange.24


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Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 50387 

25The description of the operation of the Trust, 

the Fund, the Shares, and the gold market 

contained herein are based, in part, on the 

Registration Statement. See note 4, supra. 

Operation of the Trust and Fund 25

The investment objective of the Fund 

will be for the Shares to reflect the 

performance of the price of gold bullion, 

less the expenses of the Fund’s 

operations. Shares of the Fund will 

represent units of fractional undivided 

beneficial interest in and ownership of 

the net assets of the Fund. 

The Fund seeks to predominantly 

hold responsibly sourced gold bullion, 

defined as London Good Delivery gold 

bullion bars produced after January 

2012 in accordance with London 

Bullion Market Association’s (‘‘LBMA’’) 

Responsible Gold Guidance (the 

‘‘Guidance’’). From time to time, in 

certain circumstances a portion of the 

Fund’s assets may include pre-2012 

LBMA gold bullion (i.e., London Good 

Delivery gold bars produced prior to 

January 2012 which was not subject to 

the Guidance), including, for example, 

due to availability constraints. In those 

circumstances, the Gold Custodian will 

seek to replace any pre-2012 LBMA gold 

bullion in the Fund Allocated Account 

with LBMA good delivery bars 

produced after January 2012 as soon as 

is practicable. 

The Guidance is a mandatory 

governance framework for the 

responsible sourcing of gold applicable 

to LBMA approved good delivery 

refiners that is designed to promote the 

integrity of the global supply chain for 

the wholesale gold markets. Among 

other things, the Guidance includes 

measures to address environmental 

issues, avoid materials from conflictafflicted areas, and combat money 

laundering, financing of terrorism, and 

human rights abuses, including child 

labor. The Guidance requires each 

LBMA good delivery refinery to undergo 

a comprehensive audit, at least 

annually, in order to confirm 

compliance with the LBMA’s minimum 

requirements related to the responsible 

sourcing of gold and to publicly report 

results (audits are made available on the 

LBMA website). The audits, among 

other aspects, focus on the refiner’s 

management systems and controls, and 

whether they are robust and appropriate 

to addressing the refiner’s risk profile. 

Additional information regarding the 

LBMA’s efforts to promote ethical 

sourcing of gold and a copy of the 

current version of the Guidance is 

available at https://www.lbma.org.uk/ 

responsible-sourcing. 

The Fund will not trade in gold 

futures, options, or swap contracts on 

any futures exchange or over-thecounter (‘‘OTC’’). The Fund will not 

hold or trade in commodity futures 

contracts, ‘‘commodity interests,’’ or any 

other instruments regulated by the 

Commodity Exchange Act. The Fund’s 

Cash Custodian may hold cash proceeds 

from gold sales and other cash received 

by the Fund. 

The Shares are intended to constitute 

a simple and cost-efficient means of 

gaining investment benefits similar to 

those of holding gold bullion directly, 

by providing investors an opportunity to 

participate in the responsibly sourced 

gold market through an investment in 

the Shares, instead of the traditional 

means of purchasing, storing and 

insuring gold. 

Operation of the Gold Market 

The global gold trading market 

consists of OTC transactions in spot, 

forwards, and options and other 

derivatives, together with exchangetraded 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 delivery 

in settlement of any OTC transaction, 

will be acceptable for delivery to the 

Fund, as discussed below. 

The most significant gold futures 

exchange 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, the Shanghai Gold 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 and is 

predominantly cleared through London. 

In addition to coordinating market 

activities, the LBMA acts as the 

principal point of contact between the 

market and its regulators. A primary 

function of the LBMA is its involvement 

in the promotion of refining standards 

by maintenance of the ‘‘London Good 

Delivery Lists,’’ which are the lists of 

LBMA accredited melters and assayers 

of gold. The LBMA also coordinates 

market clearing and vaulting, promotes 

good trading practices and develops 

standard documentation. 

The term ‘‘loco London’’ refers to gold 

bars physically held in London that 

meet the specifications for weight, 

dimensions, fineness (or purity), 

identifying marks (including the assay 

stamp of an LBMA acceptable refiner), 

and appearance set forth in the good 

delivery rules promulgated by the 

LBMA from time to time. Gold bars 

meeting these requirements are known 

as ‘‘London Good Delivery Bars.’’ 

The unit of trade in London is the troy 

ounce, whose conversion between 

grams is: 1,000 grams = 32.1507465 troy 

ounces and 1 troy ounce = 31.1034768 

grams. A London Good Delivery Bar is 

acceptable for delivery in settlement of 

a transaction on the OTC market. 

Typically referred to as 400-ounce bars, 

a London Good Delivery Bar must 

contain between 350 and 430 fine troy 

ounces of gold, with a minimum 

fineness (or purity) of 995 parts per 

1,000 (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. 

Creation and Redemption of Shares 

According to the Registration 

Statement, the Fund will create and 

redeem Shares on a continuous basis in 

one or more Creation Units. A Creation 

Unit equals a block of 50,000 Shares. 

The Fund 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’’), and have entered 

into an agreement with the 

Administrator (the ‘‘Participant 

Agreement’’), and has established an 

unallocated gold account with the Gold 

Custodian or another London Precious 

Metals Clearing Limited clearing bank. 

Creation Units may be created or 

redeemed only by Authorized 

Participants. The creation and 

redemption of Creation Units is only 


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50388 Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 

26The IIV on a per Share basis disseminated 

during the Exchange’s Core Trading Session, as 

defined in NYSE Arca Rule 7.34–E, should not be 

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

calculated once a day. 

27The term ‘‘Official Closing Price’’ is defined in 

NYSE Arca Rule 1.1(ll) as the reference price to 

determine the closing price in a security for 

purposes of Rule 7–E Equities Trading, and the 

procedures for determining the Official Closing 

Price are set forth in that rule. 

made in exchange for the delivery to the 

Fund or the distribution by the Fund of 

the amount of gold represented by the 

Creation Units being created or 

redeemed. The amount of gold required 

to be delivered to the Fund in 

connection with any creation, or paid 

out upon redemption, is based on the 

combined NAV of the number of Shares 

included in the Creation Units being 

created or redeemed as determined on 

the day the order to create or redeem 

Creation Units is properly received and 

accepted. Orders must be placed by 

3:59:59 p.m. New York time. The day on 

which the Administrator receives a 

valid purchase or redemption order is 

the order date. Creation Units may only 

be issued or redeemed on a day that the 

Exchange is open for regular trading. 

According to the Registration 

Statement, the total deposit required to 

create each Creation Unit, or a Creation 

Unit Gold Delivery Amount, is an 

amount of gold and cash, if any, that is 

in the same proportion to the total assets 

of the Fund (net of estimated accrued 

expenses and other liabilities) on the 

date the order to purchase is properly 

received as the number of Shares to be 

created under the purchase order is in 

proportion to the total number of Shares 

outstanding on the date the order is 

received. An Authorized Participant 

who places a purchase order is 

responsible for transferring the Creation 

Unit Gold Delivery Amount to the Fund 

Unallocated Account. Upon receipt, the 

Administrator will direct DTC to credit 

the number of Creation Units ordered to 

the Authorized Participant’s DTC 

account. The Gold Custodian will 

transfer the Creation Unit Gold Delivery 

Amount from the Fund Unallocated 

Account to the Fund Allocated Account 

by allocating to the Fund Allocated 

Account specific bars of gold which the 

Gold Custodian holds, or instructing a 

sub-custodian to allocate specific bars of 

gold held by or for the sub-custodian. 

The redemption distribution from the 

Fund consists of a credit to the 

redeeming Authorized Participant’s 

unallocated account in the amount of 

the Creation Unit Gold Delivery 

Amount. The Creation Unit Gold 

Delivery Amount for redemptions is the 

number of ounces of gold held by the 

Fund to be paid out upon redemption of 

a Creation Unit. The Gold Custodian 

will transfer the redemption amount 

from the Fund Allocated Account to the 

Fund Unallocated Account and, 

thereafter, to the redeeming Authorized 

Participant’s unallocated account. 

Net Asset Value 

To determine the Fund’s NAV, the 

Administrator will value the gold held 

by the Fund on the basis of the LBMA 

Gold Price PM, as published by the ICE 

Benchmark Administration Limited (the 

‘‘IBA’’). IBA operates electronic auctions 

for spot, unallocated loco London gold, 

providing a market-based platform for 

buyers and sellers to trade. The auctions 

are run at 10:30 a.m. and 3:00 p.m. 

London time for gold. The final auction 

prices are published to the market as the 

LBMA Gold Price AM and the LBMA 

Gold Price PM, respectively. 

The Administrator will calculate the 

NAV on each day the Exchange is open 

for regular trading, at the earlier LBMA 

Gold Price PM for the day or 12:00 p.m. 

New York time. If no LBMA Gold Price 

(AM or PM) is made on a particular 

evaluation day or if the LBMA Gold 

Price PM has not been announced by 

12:00 p.m. New York time on a 

particular evaluation day, the next most 

recent LBMA Gold Price AM or PM will 

be used in the determination of the 

NAV, unless the Sponsor determines 

that such price is inappropriate to use 

as the basis for such determination. 

Once the value of the gold has been 

determined, the Administrator will 

subtract all estimated accrued expenses 

and other liabilities of the Fund from 

the total value of the gold and all other 

assets of the Fund. The resulting figure 

is the NAV. The Administrator will 

determine the NAV per Share by 

dividing the NAV of the Fund by the 

number of Shares outstanding as of the 

close of trading on the Exchange. 

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. The IIV will be 

calculated based on the amount of gold 

held by the Fund and a price of gold 

derived from updated bids and offers 

indicative of the spot price of gold.26

The Fund’s website will contain the 

following information, on a per Share 

basis: (a) The Official Closing Price 27

and a calculation of the premium or 

discount of such Official Closing Price 

against the Fund’s NAV; and (b) data in 

chart format displaying the frequency 

distribution of discounts and premiums 

of the Official Closing Price against the 

NAV, within appropriate ranges, for 

each of the four previous calendar 

quarters. The website for the Fund will 

also provide its prospectus. In addition, 

information regarding market price and 

trading volume of the Shares will be 

continually available on a real-time 

basis throughout the day on brokers’ 

computer screens and other electronic 

services. Information regarding the 

previous day’s closing price and trading 

volume information for the Shares will 

be published daily in the financial 

section of newspapers. 

Criteria for Initial and Continued Listing 

The Fund 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 100,000 Shares will be 

required to be outstanding at the start of 

trading, which is equivalent to 1,384 

fine ounces of gold or approximately 

$2,500,000 as of July 22, 2021. The 

Exchange believes that the anticipated 

minimum number of Shares outstanding 


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Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 50389 

28See NYSE Arca Rule 7.12–E. 

29FINRA 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. 

30For a list of the current members of ISG, see 

www.isgportal.org. 

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 Fund 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.28 The Exchange will halt trading in 

the Shares if the NAV of the Fund 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 Inc. (‘‘FINRA’’), on 

behalf of the Exchange, which are 

designed to detect violations of 

Exchange rules and applicable federal 

securities laws.29 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.30

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 Fund on the 

Exchange. 

The Trust has represented to the 

Exchange that it will advise the 

Exchange of any failure by the Fund 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 Fund 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 


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50390 Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 

31 15 U.S.C. 78f(b)(5). 

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 Fund. 

The Exchange notes that investors 

purchasing Shares directly from the 

Fund will receive a prospectus. ETP 

Holders purchasing Shares from the 

Fund for resale to investors will deliver 

a prospectus to such investors. 

In addition, the Information Bulletin 

will reference that the Fund 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) 31 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. Current spot prices also are 

generally available with bid/ask spreads 

from gold bullion dealers. In addition, 

the Fund’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 Fund will be 

published on each day that the NYSE 

Arca is open for regular trading and will 

be posted on the Fund’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 Fund’s 

website will also provide its prospectus, 

as well as the two most recent reports 

to stockholders. In addition, information 

regarding market price and trading 

volume of the Shares will be continually 

available on a real-time basis throughout 

the day on brokers’ computer screens 

and other electronic services. 

Information regarding the previous 

day’s closing price and trading volume 

information for the Shares will be 

published daily in the financial section 

of newspapers. 

The proposed rule change is designed 

to perfect the mechanism of a free and 

open market and, in general, to protect 

investors and the public interest in that 

it will facilitate the listing and trading 

of an additional type of exchange-traded 

product that will enhance competition 

among market participants, to the 

benefit of investors and the marketplace. 

As noted above, the Exchange has in 

place surveillance procedures relating to 

trading in the Shares and may obtain 

information via ISG from other 

exchanges that are members of ISG or 

with which the Exchange has entered 

into a comprehensive surveillance 

sharing agreement. In addition, as noted 

above, investors will have ready access 

to information regarding gold pricing. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

Exchange believes the proposed rule 

change will enhance competition by 

accommodating Exchange trading of an 

additional exchange-traded product 

relating to physical gold. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 45 days of the date of 

publication of this notice in the Federal 

Register or within such longer period 

up to 90 days (i) as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or (ii) as to which 

the self-regulatory organization 

consents, the Commission will: 

(A) By order approve or disapprove 

such proposed rule change, or 

(B) institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2021–73 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–2021–73. 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 


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Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices 50391 

32 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 3 17 CFR 240.19b–4(f)(6). 

4See Securities Exchange Act Release No. 64884 

(July 14, 2011), 76 FR 42755 (July 19, 2011) (Notice 

of Filing and Immediate Effectiveness of File No. 

SR–FINRA–2011–033). 

5See Public Law 111–203, 124 Stat. 1376 (2010), 

Section 701. 

6See Securities Exchange Act Release No. 88023 

(January 23, 2020), 85 FR 5261 (January 29, 2020) 

(Notice of Filing and Immediate Effectiveness of 

File No. SR–FINRA–2020–001). 

7See Securities Exchange Act Release No. 59955 

(May 22, 2009), 74 FR 25586 (May 28, 2009) (Order 

Approving File No. SR–FINRA–2009–012). 

8 In March 2012, the SEC approved amendments 

to FINRA Rule 4240 that, among other things, limit 

the rule’s application to CDS that are SBS. See 

Securities Exchange Act Release No. 66527 (March 

7, 2012), 77 FR 14850 (March 13, 2012) (Order 

Approving File No. SR–FINRA–2012–015). 

9See Securities Exchange Act Release No. 89036 

(June 10, 2020), 85 FR 36458 (June 16, 2020) (Notice 

of Filing and Immediate Effectiveness of File No. 

SR–FINRA–2020–016). 

10See Securities Exchange Act Release No. 91789 

(May 7, 2021), 86 FR 26084 (May 12, 2021) (Notice 

of Filing of File No. SR–FINRA–2021–008) 

(‘‘Proposal’’). 

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–2021–73 and 

should be submitted on or before 

September 29, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.32

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–19293 Filed 9–7–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–92837; File No. SR–FINRA– 

2021–021] 

Self-Regulatory Organizations; 

Financial Industry Regulatory 

Authority, Inc.; Notice of Filing and 

Immediate Effectiveness of a Proposed 

Rule Change To Extend the Expiration 

Dates of FINRA Rules 0180 

(Application of Rules to SecurityBased Swaps) and 4240 (Margin 

Requirements for Credit Default 

Swaps) and Amend FINRA Rule 4240 

To Add Supplementary Material .02 

September 1, 2021. 

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

Securities Exchange Act of 1934 

(‘‘Exchange Act’’ or ‘‘Act’’) 1 and Rule 

19b–4 thereunder,2 notice is hereby 

given that on August 20, 2021, the 

Financial Industry Regulatory 

Authority, Inc. (‘‘FINRA’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I and 

II below, which Items have been 

prepared by FINRA. FINRA has 

designated the proposed rule change as 

constituting a ‘‘non-controversial’’ rule 

change under paragraph (f)(6) of Rule 

19b–4 under the Act,3 which renders 

the proposal effective upon receipt of 

this filing by the Commission. 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 

FINRA is proposing to (i) extend the 

expiration date of FINRA Rule 0180 

(Application of Rules to Security-Based 

Swaps) to February 6, 2022 and (ii) 

extend to April 6, 2022 the 

implementation of FINRA Rule 4240 

(Margin Requirements for Credit Default 

Swaps) and clarify that the rule does not 

apply if a member is registered with the 

SEC as a security-based swap (‘‘SBS’’) 

dealer (‘‘SBSD’’). 

The text of the proposed rule change 

is available on FINRA’s website at 

http://www.finra.org, at the principal 

office of FINRA 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, 

FINRA 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. FINRA 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 

On July 8, 2011, FINRA filed for 

immediate effectiveness FINRA Rule 

0180, which, with certain exceptions, 

temporarily limits the application of 

FINRA rules with respect to SBS, 

thereby avoiding undue market 

disruptions resulting from the change to 

the definition of ‘‘security’’ under the 

Act to expressly encompass SBS.4

Pending the SEC’s final implementation 

of its rulemakings under Title VII of the 

Dodd-Frank Act,5 FINRA extended the 

expiration date of FINRA Rule 0180 a 

number of times, most recently in 

January 2020, when FINRA extended 

the expiration date to September 1, 

2021.6 In addition, on May 22, 2009, the 

Commission approved FINRA Rule 

4240,7 which implements an interim 

pilot program (the ‘‘Interim Pilot 

Program’’) with respect to margin 

requirements for certain transactions in 

credit default swaps (‘‘CDS’’).8 On June 

2, 2020, FINRA filed a proposed rule 

change for immediate effectiveness 

extending the implementation of FINRA 

Rule 4240 to September 1, 2021.9

Therefore, both FINRA Rule 0180 and 

the Interim Pilot Program under FINRA 

Rule 4240 are currently scheduled to 

expire on September 1, 2021. 

On April 26, 2021, FINRA filed a 

proposed rule change to amend FINRA 

Rules 0180, 4120, 4210, 4220, 4240 and 

9610 to clarify the application of its 

rules to SBS following the SEC’s 

completion of its rulemaking under 

Title VII of the Dodd-Frank Act 

regarding SBSDs and major SBS 

participants (collectively, ‘‘SBS 

Entities’’).10 Among other things, the 

Proposal would adopt a new FINRA 

Rule 0180, to replace expiring current 

FINRA Rule 0180, that would generally 

apply FINRA rules to members’ 

activities and positions with respect to 

SBS, while providing limited exceptions 

for SBS in circumstances where FINRA 

believes such exceptions are 

appropriate. The Proposal would also 

adopt a new margin rule specifically 

applicable to SBS, which would replace 

the expiring Interim Pilot Program 


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