Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 24357 

29 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 92840 

(September 1, 2021), 86 FR 50385. 

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

5See Securities Exchange Act Release No. 93179, 

86 FR 55033 (October 5, 2021). 

6 15 U.S.C. 78s(b)(2)(B). 

7See Securities Exchange Act Release No. 93720, 

86 FR 70555 (December 10, 2021). 

8 15 U.S.C. 78s(b)(2). 

9See Securities Exchange Act Release No. 94302, 

87 FR 11761 (March 2, 2022). The Commission 

designated May 6, 2022, as the date by which the 

Commission shall either approve or disapprove the 

proposed rule change. 

10Amendment No. 1 is available on the 

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

comments/sr-nysearca-2021-73/ 

srnysearca202173.htm. Among other things, 

Amendment No. 1 to the proposed rule change 

provided greater detail with respect to the operation 

of the Trust (as defined herein) and the Fund (as 

defined herein), including the assets held by the 

Fund, the LBMA Responsible Sourcing Programme 

(as described herein), the Responsible Gold 

Guidance (as described herein), creations and 

redemptions of the Fund’s Shares (as defined 

herein), determination of net asset value of the 

Fund’s Shares, and availability of information for 

the Fund’s Shares. Amendment No. 1 also made 

additional and revised representations, including 

that all gold held by the Fund will be London Good 

Delivery bars and the information related to the 

Shares that will be provided on the Fund’s website. 

Finally, Amendment No. 1 provided clarifications 

and technical edits to the proposed rule change. 

11On 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 Registrant 

confidentially submitted amendments to the 

Registration Statement on September 7, 2021, 

October 5, 2021, January 14, 2022 and February 22, 

2022. 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 [sic] not yet effective and the Shares will not 

trade on the Exchange until such time that the 

Registration Statement is effective. 

12Commodity-Based Trust Shares are securities 

issued by a trust that represent investors’ discrete 

identifiable and undivided beneficial ownership 

interest in the commodities deposited into the trust. 

13 15 U.S.C. 80a–1. 

14 17 U.S.C. 1. 

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–CboeEDGA–2022–009 and 

should be submitted on or May 16, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–08679 Filed 4–22–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–94746; File No. SR– 

NYSEArca–2021–73] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Notice of Filing of 

Amendment No. 1 and Order Granting 

Accelerated Approval of a Proposed 

Rule Change, as Modified by 

Amendment No. 1, To List and Trade 

Shares of the Franklin Responsibly 

Sourced Gold ETF Under NYSE Arca 

Rule 8.201–E (Commodity-Based Trust 

Shares) 

April 19, 2022. 

I. Introduction 

On August 23, 2021, NYSE Arca, Inc. 

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

with the Securities and Exchange 

Commission (‘‘Commission’’), pursuant 

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

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

19b–4 thereunder,2 a proposed rule 

change to list and trade shares of the 

Franklin Responsibly Sourced Gold ETF 

under NYSE Arca Rule 8.201–E 

(Commodity-Based Trust Shares). The 

proposed rule change was published for 

comment in the Federal Register on 

September 8, 2021.3 On September 29, 

2021, pursuant to Section 19(b)(2) of the 

Act,4 the Commission designated a 

longer period within which to approve 

the proposed rule change, disapprove 

the proposed rule change, or institute 

proceedings to determine whether to 

approve or disapprove the proposed 

rule change.5 On December 6, 2021, the 

Commission instituted proceedings 

pursuant to Section 19(b)(2)(B) of the 

Act 6 to determine whether to approve 

or disapprove the proposed rule 

change.7 On February 23, 2022, 

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

the Commission designated a longer 

period within which to issue an order 

approving or disapproving the proposed 

rule change.9 On March 25, 2022, the 

Exchange filed Amendment No. 1 to the 

proposed rule change.10 This 

Amendment No. 1, set forth in Item II 

below, replaces SR–NYSE Arca–2021– 

73 as originally filed and supersedes 

such filing in its entirety. The 

Commission has received no comment 

letters on the proposal. The Commission 

is publishing this notice to solicit 

comments on the proposed rule change, 

as modified by Amendment No. 1, from 

interested persons, and is approving the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of, 

and basis for, the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of those statements may be examined at 

the places specified in Item IV below. 

The Exchange has prepared summaries, 

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

of the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to list and 

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

Responsibly Sourced Gold ETF (the 

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

E.11 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’’).12

The Fund will not be registered as an 

investment company under the 

Investment Company Act of 1940, as 

amended,13 and is not required to 

register under such act. The Fund is not 

a commodity pool for purposes of the 

Commodity Exchange Act, as 

amended.14

The sponsor of the Fund is Franklin 

Holdings, LLC, a Delaware limited 

liability company (‘‘Sponsor’’). 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’’). 


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24358 Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 

15The Custodian is responsible for safekeeping 

the Fund’s gold bullion. The 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 

(‘‘LPMCL’’) clearing bank, and (ii) the unallocated 

and allocated gold accounts it will maintain for the 

Fund. As used herein, ‘‘Fund Allocated Account’’ 

means the allocated gold account of the Trust 

established with the Custodian on behalf of the 

Fund 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 Custodian on behalf 

of the Fund to be used to facilitate the transfer of 

gold in and out of the Fund Allocated Account. The 

Custodian is responsible for allocating specific bars 

of gold into and out of the Fund Allocated Account. 

The 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. 

16Securities Exchange Act Release No. 84257 

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

2018) (SR–NYSEArca–2018–55). 

17Securities Exchange Act Release No. 81077 

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

NYSEArca–2017–55). 

18Securities Exchange Act Release No. 71378 

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

(SR–NYSEArca–2013–137). 

19Securities Exchange Act Release No. 59895 

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

NYSEArca–2009–40). 

20Securities Exchange Act Release No. 61219 

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

2009) (SR–NYSEArca–2009–95). 

21Securities Exchange Act Release No. 61220 

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

2009) (SR–NYSEArca–2009–94). 

22Securities Exchange Act Release No 66930 

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

NYSEArca–2012–18). 

23Securities Exchange Act Release No. 61496 

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

(SR–NYSEArca–2009–113). 

24See Securities Exchange Act Release No. 56224 

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

(SR–NYSEArca–2007–76). 

25See 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). 

26See 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). 

27See 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). 

28See 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). 

29See 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). 

30See 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). 

31With 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). 

32The 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 11, supra. 

33LBMA Good Delivery gold bullion bars refined 

prior to January 1, 2012 are referred to herein as 

‘‘pre-2012 gold.’’ 

34LBMA Good Delivery gold bars are currently 

fungible in the London OTC gold market. The Fund 

is not aware of and does not anticipate bifurcated 

pricing to develop with respect to the trading of the 

post-2012 gold to be held by the Fund. In the 

London market, precious metals are traded directly 

between two parties, without the involvement of an 

exchange. This system depends on all the bars 

having exactly the same specification. As described 

further herein, the requirements for a Good Delivery 

listed bar (of approximately 400 troy ounces for 

gold) cover: Fine ounce weight; purity; and physical 

appearance (including marking and surface quality). 

No other refined gold products produced by 

accredited refiners fall within the scope of the Good 

Delivery List as defined herein. Per World Gold 

Council estimates, the London OTC market 

comprises approximately 70% of global gold 

notional trading volume. As noted above, the 

market in London trades 400 ounce Good Delivery 

gold bars which are stored in the member vaults of 

the LPMCL and the Bank of England. Only gold bars 

that meet the LBMA’s Good Delivery standards are 

acceptable in settlement of a loco London contract 

(i.e., where the bullion traded is physically held in 

London). Currently, there are no pricing 

distinctions in the London OTC gold market based 

on individual features or characteristics of 

particular gold bars that are accepted as LBMA 

Good Delivery gold bars in settlement of a loco 

London contract such as country of origin or the 

date on which the gold was refined. Specifically, 

both pre-2012 gold and post-2012 gold are 

acceptable in settlement of OTC transactions in the 

London gold market, and there is no separate 

pricing or trading market for post-2012 gold. The 

Fund has no indication or basis to expect that 

separate markets will develop, particularly given 

that the Gold Guidance under the LBMA 

Responsible Sourcing Programme has been in 

existence for over nine years and to date there has 

been no deviation, even with the operation of 

similar gold-based exchange-traded funds in the US 

and Europe. See, for example, VanEck Merk® Gold 

Trust (OUNZ) (https://www.vaneck.com/us/en/ 

blogs/gold-investing/ounz-holds-responsiblysourced-gold/) and Invesco Physical Gold ETC 

(https://www.invesco.com/uk/en/etf/insights/ourcommitment-towards-responsible-gold.html), both 

of which state in fund website and marketing 

materials that they hold 100% LBMA gold refined/ 

minted in 2012 or later. To the Fund’s knowledge, 

these funds have not encountered any issues in 

holding only post-2012 gold. 

Delaware Trust Company, a subsidiary 

of the Corporation Service Company, 

serves as trustee of the Trust (the 

‘‘Trustee’’). The custodian of the Fund’s 

gold bullion (‘‘Custodian’’) currently is 

the London branch of J.P. Morgan Chase 

Bank, N.A.15 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 the shares of other precious metals 

and gold-based commodity trusts, 

including the GraniteShares Gold 

MiniBAR Trust; 16 GraniteShares Gold 

Trust; 17 Merk Gold Trust; 18 ETFS Gold 

Trust; 19 ETFS Platinum Trust 20 and 

ETFS Palladium Trust (collectively, the 

‘‘ETFS Trusts’’); 21 APMEX Physical-1 

oz. Gold Redeemable Trust; 22 Sprott 

Gold Trust; 23 SPDR Gold Trust 

(formerly the streetTRACKS Gold 

Trust); 24 iShares Silver Trust; 25 iShares 

COMEX Gold Trust; 26 and Long Dollar 

Gold Trust.27 Prior to their listing on the 

Exchange, the Commission approved 

listing of shares of the streetTRACKS 

Gold Trust on the New York Stock 

Exchange (‘‘NYSE’’) 28 and listing of 

shares of iShares COMEX Gold Trust 

and iShares Silver Trust on the 

American Stock Exchange LLC. 29 In 

addition, the Commission has approved 

trading of shares of the streetTRACKS 

Gold Trust and iShares Silver Trust on 

the Exchange pursuant to UTP.30

The Exchange represents that the 

Shares will satisfy the requirements of 

NYSE Arca Rule 8.201–E and thereby 

will qualify for listing on the 

Exchange.31

Operation of the Trust and Fund 32

The investment objective of the Fund 

will be for the Shares to reflect the 

performance of the price of gold bullion, 

less the Fund’s expenses. The Fund’s 

only ordinary recurring expense is the 

Sponsor’s annual fee. The assets of the 

Fund include only gold bullion and 

cash, if any. 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 hold only 

‘‘responsibly sourced gold’’ in its Fund 

Allocated Account. The Fund defines 

responsibly sourced gold for this 

purpose as London Good Delivery gold 

bullion bars that were refined on or after 

January 1, 2012 (referred to herein as 

‘‘post-2012 gold’’).33 All post-2012 gold 

has been refined in accordance with 

London Bullion Market Association’s 

(‘‘LBMA’’) Responsible Gold Guidance 

(the ‘‘Gold Guidance’’).34 To facilitate 

this, in transferring gold into and out of 

the Fund Allocated Account, the 

Custodian will, on a best efforts basis 

and subject to available liquidity, seek 

to allocate post-2012 gold. If, due to a 

lack of liquidity, the Custodian is 


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Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 24359 

unable to allocate post-2012 gold, the 

Custodian will do so as soon as 

reasonably practicable. All gold held by 

the Fund will be London Good Delivery 

bars. 

Under normal market conditions, the 

Fund therefore expects to hold only 

post-2012 gold in the Fund Allocated 

Account. The Fund, however, may 

temporarily deviate from this policy in 

unusual market conditions, such as in 

the event of a temporary supply 

constraint or lack of availability, in 

which case the Fund will seek to come 

back into conformity with the policy as 

soon as reasonably practical. For 

example, at the time of a creation 

transaction in the Fund’s Shares, only 

pre-2012 gold may be readily available 

to the Custodian. In such circumstances, 

the Custodian would allocate such gold 

to the Fund Allocated Account on a 

temporary basis until such time as the 

Custodian is able to swap out the pre2012 gold for post-2012 gold (including, 

but not limited to, in connection with 

redemption transactions). 

The LBMA Responsible Sourcing 

Programme and Responsible Gold 

Guidance 

As described above, the Fund seeks to 

hold only post-2012 gold. The Gold 

Guidance is the specific document that 

underpins the LBMA’s Responsible 

Sourcing Programme, a mandatory 

governance framework and audit 

program applicable to LBMA approved 

Good Delivery refiners designed to 

promote the ethical sourcing of the 

global supply chain for the wholesale 

gold markets. The Responsible Sourcing 

Programme is based on the five-step 

framework for risk-based due diligence 

codified in the OECD Due Diligence 

Guidance for Responsible Supply 

Chains of Minerals from ConflictAffected and High-Risk Areas (2010) 

and the requirements detailed in the 

OECD Gold Supplement (2012). The 

Gold Guidance includes measures to 

address environmental and 

sustainability considerations (for 

example, management of harmful 

chemicals or pollutants associated with 

the gold mining process), avoid 

materials from conflict-afflicted areas, 

and combat money laundering, 

financing of terrorism, and human rights 

abuses, including child labor. Since 

January 1, 2012, each LBMA Good 

Delivery refinery has been required 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 as set forth in the Gold 

Guidance 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 address the refiner’s risk profile with 

respect to priority focus areas as 

identified above. Additional 

information regarding the LBMA’s 

efforts to promote ethical sourcing of 

gold and a copy of the current version 

of the Gold Guidance is available at 

https://www.lbma.org.uk/responsiblesourcing. 

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. As stated 

above, the Fund’s Cash Custodian may 

hold cash proceeds from gold sales and 

other cash received by the Fund. The 

Fund’s gold will be held in London. 

The Fund is not a proxy for investing 

in physical gold. Rather, the Shares are 

intended to provide a cost-effective 

means of obtaining investment exposure 

through the securities markets that is 

similar to an investment in gold. 

Specifically, 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 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 (‘‘Good Delivery List’’). 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. 


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35The amount of gold represented by each Share 

of the Fund will decrease over the life of the Fund 

due to the sales of gold necessary to pay the 

Sponsor’s fee and Fund expenses. The gradual 

decline in the amount of gold bullion represented 

by the Shares will occur regardless of whether the 

trading price of the Shares rises or falls in response 

to changes in the price of gold. 

36Authorized Participants will not deliver 

specific physical gold bars to the Fund Unallocated 

Account in connection with creation transactions; 

rather, the Authorized Participant must maintain a 

designated unallocated account with the Custodian 

in order to transact in the Fund’s Shares and with 

the Fund Unallocated Account which functions like 

a ledger, and the Custodian is then solely 

responsible for allocating specific gold bars with the 

requested features (i.e., post-2012 gold) from the 

Fund Unallocated Account (which, again, functions 

like a ledger) to the Fund Allocated Account. Gold 

is delivered to and distributed by the Fund through 

credits and debits between the Authorized 

Participant’s unallocated account and the Fund 

Unallocated Account. When an Authorized 

Participant creates a Creation Unit aggregation of 

Fund Shares, gold will be transferred from the 

Authorized Participant to the Custodian via a debit 

to the Authorized Participant’s unallocated account 

and a credit to the Fund Unallocated Account. 

Typically on the same business day, the Custodian 

then allocates the gold to the Fund Allocated 

Account and stores the gold for safekeeping. All 

gold represented by a credit to any unallocated 

account represents a right to receive a specified 

quantity of fine ounces of gold. Thus, there is no 

way for Authorized Participants to deposit specified 

pre- or post-2012 gold with the Fund in exchange 

for Creation Units, as Authorized Participants have 

no role in (or control over) the process of selecting 

or allocating specific gold bars for delivery to the 

Fund Allocated Account. 

37The LBMA Gold Price is the global benchmark 

price for unallocated gold delivered in London. 

According to the IBA, producers, the investment 

community, banks and central banks, fabricators, 

jewelers and other consumers as well as market 

participants from around the globe, transact during 

the IBA Gold Auctions and use the benchmarks as 

reference prices. The LBMA Gold Price facilitates 

spot, monthly averaging, cash-settlement, location 

swaps, fixed for floating swaps, options and other 

derivative transactions. 

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 Sponsor and 

the Administrator (the ‘‘Participant 

Agreement’’), and have established an 

unallocated gold account with the 

Custodian or another LPMCL clearing 

bank. 

Creation Units may be created or 

redeemed only by Authorized 

Participants. The creation and 

redemption of Creation Units is only 

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 net asset value 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 Fund only holds gold 

and cash, and transacts in-kind. Each 

outstanding Share represents a 

fractional, undivided interest in the gold 

bullion held by the Fund. The in-kind 

creation and redemption transactions in 

Creation Unit aggregations are based on 

a specified quantity/number of ounces 

of gold bullion, which proportionately 

reflects the amount of gold bullion 

represented by the Shares outstanding at 

the time of creation or redemption.35

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.36 Upon receipt, 

the Administrator will direct DTC to 

credit the number of Creation Units 

ordered to the Authorized Participant’s 

DTC account. The 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 

Custodian holds, or instructing a subcustodian to allocate specific bars of 

gold held by or for the sub-custodian. 

As noted above, the Custodian will, on 

a best efforts basis and subject to 

available liquidity, seek to allocate post2012 gold to the Fund Allocated 

Account. 

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 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 (‘‘NAV’’) 

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.37

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 any cash 

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. 

With respect to the theoretical 

possibility that a pricing premium or 

discount or official deviation in the 

LBMA gold spot price arises between 

post-2012 gold and pre-2012 gold, the 

Fund’s valuation of its gold holdings 

would reflect the appropriate spot price 

or fair value of such holdings with a 

view to mitigating the risk of 

shareholder dilution. For example, the 

Fund generally values its gold holdings 

on the basis of the LBMA Gold Price 

PM, as described above. To the extent 

that it is determined that the LBMA 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 24361 

38See supra note 35. 

39The 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. 

40The 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. 

Gold Price PM no longer reflects an 

accurate measure of the value of the 

Fund’s gold holdings, or to the extent 

that the LBMA begins providing two 

different prices—one for pre-2012 gold 

and one for post-2012 gold—the Fund 

would adjust its valuation accordingly. 

Further, the Fund only holds gold and 

cash, and transacts in-kind. Each 

outstanding Share represents a 

fractional, undivided interest in the gold 

bullion held by the Fund. The in-kind 

creation and redemption transactions in 

creation unit aggregations are based on 

a specified quantity/number of ounces 

of gold bullion, which proportionately 

reflects the amount of gold bullion 

represented by the Shares outstanding at 

the time of creation/redemption.38 The 

Fund also has other levers in the event 

of theoretical pricing deviations or 

increased costs with respect to its post2012 gold holdings, including imposing 

additional creation and redemption 

transaction fees on Authorized 

Participants transacting in the Fund’s 

Shares as appropriate in the Sponsor’s 

discretion. Accordingly, the Fund 

reserves the right to take appropriate 

steps to seek to ensure that the Fund 

and its shareholders are not adversely 

impacted in such a scenario. 

Availability of Information Regarding 

Gold 

Currently, the Consolidated Tape Plan 

does not provide for dissemination of 

the spot price of a commodity such as 

gold over the Consolidated Tape. 

However, there will be disseminated 

over the Consolidated Tape the last sale 

price for the Shares, as is the case for 

all equity securities traded on the 

Exchange (including exchange-traded 

funds). In addition, there is a 

considerable amount of information 

about gold and gold markets available 

on public websites and through 

professional and subscription services. 

Investors may obtain gold pricing 

information on a 24-hour basis based on 

the spot price for an ounce of gold from 

various financial information service 

providers, such as Reuters and 

Bloomberg. 

Reuters and Bloomberg, for example, 

provide at no charge on their websites 

delayed information regarding the spot 

price of gold and last sale prices of gold 

futures, as well as information about 

news and developments in the gold 

market. Reuters and Bloomberg also 

offer a professional service to 

subscribers for a fee that provides 

information on gold prices directly from 

market participants. Complete real-time 

data for gold futures and options prices 

traded on the COMEX are available by 

subscription from Reuters and 

Bloomberg. There are a variety of other 

public websites providing information 

on gold, ranging from those specializing 

in precious metals to sites maintained 

by major newspapers. In addition, the 

LBMA Gold Price is publicly available 

at no charge at www.lbma.org.uk. 

Availability of Information 

The intraday indicative value (‘‘IIV’’) 

per Share for the Shares will be 

disseminated by one or more major 

market data vendors on at least a 15 

second delayed basis as required by 

NYSE Arca Rule 8.201–E(e)(2)(v). The 

IIV will be calculated based on the 

amount of gold and cash (if any) held 

by the Fund and a price of gold derived 

from updated bids and offers indicative 

of the spot price of gold, adjusted to 

reflect estimated price changes based on 

real time proxy pricing updates.39

The Fund’s website (https://

www.franklintempleton.com/ 

investments/options/exchange-tradedfunds/products/31714/SINGLCLASS/ 

franklin-responsibly-sourced-gold-etf/ 

FGLD) will contain the following 

information, on a per Share basis: (a) 

The Official Closing Price 40 and a 

calculation of the premium or discount 

of such Official Closing Price against the 

Fund’s NAV, as of the prior business 

day, expressed as a percentage of such 

NAV; (b) a table showing the number of 

days the Shares of the Fund traded at a 

premium or discount during the most 

recently completed calendar year and 

the most recently completed calendar 

quarters since that year; (c) a line graph 

showing the Shares’ premiums or 

discounts for the most recently 

completed calendar year and the most 

recently completed calendar quarters 

since that year; (d) 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; and (e) the 

daily holdings of the Fund, before 9:30 

a.m. E.T. on each Exchange trading day. 

The website for the Fund will also 

provide its prospectus. 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. Finally, the Fund’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. 

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 1,317 

fine ounces of gold or approximately 

$2,500,000 as of February 18, 2022. The 

Exchange believes that the anticipated 

minimum number of Shares outstanding 

at the start of trading is sufficient to 

provide adequate market liquidity. 

Trading Rules 

The Exchange deems the Shares to be 

equity securities, thus rendering trading 

in the Shares 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 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 


khammond on DSKJM1Z7X2PROD with NOTICES
24362 Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 

41See NYSE Arca Rule 7.12–E. 

42FINRA 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. 

43For a list of the current members of ISG, see 

www.isgportal.org. 

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.41 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.42 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.43

Also, pursuant to NYSE Arca Rule 

8.201–E(g), the Exchange is able to 

obtain information regarding trading in 

the Shares and the underlying gold, gold 

futures contracts, options on gold 

futures, or any other gold derivatives 

through ETP Holders acting as 

registered Market Makers, in connection 

with such ETP Holders’ proprietary or 

customer trades through ETP Holders 

which they effect on any relevant 

market. 

In addition, the Exchange also has a 

general policy prohibiting the 

distribution of material, non-public 

information by its employees. 

All statements and representations 

made in this filing regarding (a) the 

description of the portfolio or reference 

assets, (b) limitations on portfolio 

holdings or reference assets, or (c) the 

applicability of Exchange listing rules 

specified in this rule filing shall 

constitute continued listing 

requirements for listing the Shares of 

the 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 

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. 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 24363 

44 15 U.S.C. 78f(b)(5). 

45 In approving this proposed rule change, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

46 15 U.S.C. 78f(b)(5). 

47https://www.franklintempleton.com/ 

investments/options/exchange-traded-funds/ 

products/31714/SINGLCLASS/franklin-responsiblysourced-gold-etf/FGLD. 

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) 44 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 as required by NYSE Arca Rule 

8.201–E(e)(2)(v). 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. Discussion and Commission’s 

Findings 

After careful review, the Commission 

finds that the proposed rule change, as 

modified by Amendment No. 1, is 

consistent with the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange.45 In 

particular, the Commission finds that 

the proposed rule change, as modified 

by Amendment No. 1, is consistent with 

Section 6(b)(5) of the Act,46 which 

requires, among other things, that the 

Exchange’s rules be designed to prevent 

fraudulent and manipulative acts and 

practices, to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

The Commission believes that the 

proposed rule change is reasonably 

designed to promote fair disclosure of 

information that may be necessary to 

price the Shares appropriately. The 

NAV of the 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 as 

required by NYSE Arca Rule 8.201– 

E(e)(2)(v). The IIV will be calculated 

based on the amount of gold and cash 

(if any) held by the Fund and a price of 

gold derived from updated bids and 

offers indicative of the spot price of 

gold, adjusted to reflect estimated price 

changes based on real time proxy 

pricing updates. Based on the 

information provided by the Exchange, 

the Commission believes that there is no 

separate market for post-2012 gold. All 

gold held by the Fund will be London 

Good Delivery bars. The LBMA Gold 

Price is publicly available at no charge 

at www.lbma.org.uk. 

Additionally, the website for the 

Fund 47 will contain the following 

information, on a per Share basis: (a) 

The Official Closing Price and a 

calculation of the premium or discount 

of such Official Closing Price against the 

Fund’s NAV, as of the prior business 

day, expressed as a percentage of such 

NAV; (b) a table showing the number of 

days the Shares of the Fund traded at a 

premium or discount during the most 

recently completed calendar year and 

the most recently completed calendar 

quarters since that year; (c) a line graph 

showing the Shares’ premiums or 

discounts for the most recently 

completed calendar year and the most 

recently completed calendar quarters 

since that year; (d) 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 


khammond on DSKJM1Z7X2PROD with NOTICES
24364 Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 

48As the Exchange states, Reuters and Bloomberg, 

for example, provide at no charge on their websites 

delayed information regarding the spot price of gold 

and last sale prices of gold futures, as well as 

information about news and developments in the 

gold market. Reuters and Bloomberg also offer a 

professional service to subscribers for a fee that 

provides information on gold prices directly from 

market participants. Complete real-time data for 

gold futures and options prices traded on the 

COMEX are available by subscription from Reuters 

and Bloomberg. There are a variety of other public 

websites providing information on gold, ranging 

from those specializing in precious metals to sites 

maintained by major newspapers. 

49The Exchange confirms that it has regulatory 

jurisdiction over its ETP Holders and their 

associated persons, which include any person or 

entity controlling an ETP Holder. A subsidiary or 

affiliate of an ETP Holder that does business only 

in commodities or futures contracts would not be 

subject to Exchange jurisdiction, but the Exchange 

could obtain information regarding the activities of 

such subsidiary or affiliate through surveillance 

sharing agreements with regulatory organizations of 

which such subsidiary or affiliate is a member. 

50 15 U.S.C. 78f(b)(5). 

51FINRA 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. 

previous calendar quarters; and (e) the 

daily holdings of the Fund, before 9:30 

a.m. E.T. on each Exchange trading day. 

The website for the Fund will also 

provide the Fund’s prospectus as well 

as the two most recent reports to 

shareholders. 

Information regarding market price 

and trading volume of the Shares will be 

continually available on a real-time 

basis throughout the day on brokers’ 

computer screens and other electronic 

services. The Fund’s website will be 

updated once daily to provide the last 

sale price of the Shares as traded in the 

U.S. market at the end of regular 

trading. Information regarding the 

previous day’s closing price and trading 

volume information for the Shares will 

be published daily in the financial 

section of newspapers. While the 

Consolidated Tape Plan does not 

provide for dissemination of the spot 

price of a commodity such as gold over 

the Consolidated Tape, the last sale 

price for the Shares will be 

disseminated over the Consolidated 

Tape. In addition, there is a 

considerable amount of information 

about gold and gold markets available 

on public websites and through 

professional and subscription services. 

Investors may obtain gold pricing 

information on a 24-hour basis based on 

the spot price for an ounce of gold from 

various financial information service 

providers.48

The Commission also believes that the 

proposal is reasonably designed to 

prevent trading when a reasonable 

degree of transparency cannot be 

assured. The Exchange represents that it 

will halt trading in the Shares if the 

NAV of the Fund is not calculated or 

disseminated daily. If the IIV is not 

being disseminated as required, the 

Exchange may halt trading during the 

day in which the interruption to the 

dissemination of the IIV occurs. If the 

interruption to the dissemination of the 

IIV persists past the trading day in 

which it occurs, the Exchange will halt 

trading no later than the beginning of 

the trading day following the 

interruption. With respect to trading 

halts, the Exchange states that it may 

consider all relevant factors in 

exercising its discretion to halt or 

suspend trading in the Shares. Trading 

on the Exchange in the Shares may be 

halted because of market conditions or 

for reasons that, in the view of the 

Exchange, make trading in the Shares 

inadvisable. These may include: (1) The 

extent to which conditions in the 

underlying gold market have caused 

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

whether other unusual conditions or 

circumstances detrimental to the 

maintenance of a fair and orderly 

market are present. In addition, trading 

in Shares will be subject to trading halts 

caused by extraordinary market 

volatility pursuant to the Exchange’s 

‘‘circuit breaker’’ rule. 

Additionally, NYSE Arca Rule 8.201– 

E(g) sets forth certain restrictions on 

ETP Holders acting as registered Market 

Makers in the Shares to facilitate 

surveillance. Under NYSE Arca Rule 

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

registered Market Maker in the Shares is 

required to provide the Exchange with 

information relating to its trading in the 

underlying gold, related futures or 

options on futures, or any other related 

derivatives. Commentary .04 of NYSE 

Arca Rule 11.3–E requires an ETP 

Holder acting as a registered Market 

Maker, and its affiliates, in the Shares to 

establish, maintain and enforce written 

policies and procedures reasonably 

designed to prevent the misuse of any 

material nonpublic information with 

respect to such products, any 

components of the related products, any 

physical asset or commodity underlying 

the product, applicable currencies, 

underlying indexes, related futures or 

options on futures, and any related 

derivative instruments (including the 

Shares).49

Moreover, the Commission concludes 

that the proposal is reasonably designed 

to mitigate the Shares’ susceptibility to 

manipulation and misuse of nonpublic 

information in trading in the Shares, 

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

Act,50 because the Shares will be subject 

to the Exchange’s and other rules below. 

Specifically: 

(1) The Fund will be subject to the 

criteria in NYSE Arca Rule 8.201–E(e) 

for initial and continued listing of the 

Shares. 

(2) The Exchange has appropriate 

rules to facilitate transactions in the 

Shares during all trading sessions. 

Trading in the Shares on the Exchange 

will occur in accordance with NYSE 

Arca Rule 7.34–E(a). 

(3) The Exchange deems the Shares to 

be equity securities, thus rendering 

trading in the Trust subject to the 

Exchange’s existing rules governing the 

trading of equity securities. 

(4) Trading in the Shares will be 

subject to the existing trading 

surveillances administered by the 

Exchange, as well as cross-market 

surveillances administered by FINRA on 

behalf of the Exchange, which are 

designed to detect violations of 

Exchange rules and applicable federal 

securities laws.51 The Exchange 

represents that these procedures are 

adequate to properly monitor Exchange 

trading of the Shares in all trading 

sessions and to deter and detect 

violations of Exchange rules and federal 

securities laws applicable to trading on 

the Exchange. These surveillances 

generally focus on detecting securities 

trading outside their normal patterns, 

which could be indicative of 

manipulative or other violative activity. 

When such situations are detected, 

surveillance analysis follows and 

investigations are opened, where 

appropriate, to review the behavior of 

all relevant parties for all relevant 

trading violations. 

(5) The Exchange or FINRA, on behalf 

of the Exchange, or both, will 

communicate as needed regarding 

trading in the Shares with other markets 

and other entities that are members of 

the ISG, and the Exchange or FINRA, on 

behalf of the Exchange, or both, may 

obtain trading information regarding 

trading in the Shares from such markets 

and other entities. In addition, the 

Exchange may obtain information 

regarding trading in the Shares from 

markets and other entities that are 

members of ISG or with which the 

Exchange has in place a comprehensive 

surveillance sharing agreement. 

(6) Pursuant to NYSE Arca Rule 

8.201–E(g), the Exchange is able to 

obtain information regarding trading in 

the Shares and the underlying gold, gold 

futures contracts, options on gold 

futures, or any other gold derivatives, 

through ETP Holders acting as 

registered Market Makers, in connection 

with such ETP Holders’ proprietary or 


khammond on DSKJM1Z7X2PROD with NOTICES
Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 24365 

52The Commission notes that certain proposals 

for the listing and trading of exchange-traded 

products include a representation that the exchange 

will ‘‘surveil’’ for compliance with the continued 

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

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

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

context of this representation, it is the 

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

both mean ongoing oversight of compliance with 

the continued listing requirements. Therefore, the 

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

less stringent obligation than ‘‘surveil’’ with respect 

to the continued listing requirements. 

53 15 U.S.C. 78f(b)(5). 

customer trades through ETP Holders 

which they effect on any relevant 

market. 

(7) The Exchange has a general policy 

prohibiting the distribution of material, 

non-public information by its 

employees. 

(8) Prior to the commencement of 

trading, the Exchange will inform its 

ETP Holders in an Information Bulletin 

of the special characteristics and risks 

associated with trading the Shares. 

Specifically, the Information Bulletin 

will discuss the following: (a) The 

procedures for purchases and 

redemptions of Shares in Creation Units 

(including noting that Shares are not 

individually redeemable); (b) NYSE 

Arca Rule 9.2–E(a), which imposes a 

duty of due diligence on its ETP Holders 

to learn the essential facts relating to 

every customer prior to trading the 

Shares; (c) how information regarding 

the IIV is disseminated; (d) the 

requirement that ETP Holders deliver a 

prospectus to investors purchasing 

newly issued Shares prior to or 

concurrently with the confirmation of a 

transaction; (e) the possibility that 

trading spreads and the resulting 

premium or discount on the Shares may 

widen as a result of reduced liquidity of 

gold trading during the Core and Late 

Trading Sessions after the close of the 

major world gold markets; and (f) 

trading information. The Exchange 

states that investors purchasing Shares 

directly from the 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 fact that 

there is no regulated source of last sale 

information regarding physical gold, 

that the Commission has no jurisdiction 

over the trading of gold as a physical 

commodity, and that the CFTC has 

regulatory jurisdiction over the trading 

of gold futures contracts and options on 

gold futures contracts. The Information 

Bulletin will also discuss any relief, if 

granted, by the Commission or the staff 

from any rules under the Act. 

(9) A minimum of 100,000 Shares will 

be required to be outstanding at the start 

of trading. 

In addition, pursuant to Commentary 

.04 of NYSE Arca Rule 8.201–E, all 

statements and representations made in 

this filing regarding (a) the description 

of the portfolio or reference assets, (b) 

limitations on portfolio holdings or 

reference assets, or (c) the applicability 

of Exchange listing rules specified in 

this rule filing shall constitute 

continued listing requirements for 

listing the Shares of the Fund on the 

Exchange. The issuer must notify the 

Exchange of any failure by the Fund to 

comply with the continued listing 

requirements. Pursuant to its obligations 

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

Exchange will monitor 52 for compliance 

with the continued listing requirements. 

If the Trust is not in compliance with 

the applicable listing requirements, the 

Exchange will commence delisting 

procedures under NYSE Arca Rule 5.5– 

E(m). 

Accordingly, for the foregoing 

reasons, the Commission finds that the 

proposed rule change, as modified by 

Amendment No. 1, is consistent with 

Section 6(b)(5) of the Act 53 and the 

rules and regulations thereunder 

applicable to a national securities 

exchange. 

IV. Solicitation of Comments on the 

Proposed Rule Change, as Modified by 

Amendment No. 1 

Interested persons are invited to 

submit written views, data, and 

arguments concerning whether the 

proposed rule change, as modified by 

Amendment No. 1, is consistent with 

the Act. Comments may be submitted by 

any of the following methods: 

Electronic Comments 

• Use the Commission’s internet 

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

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2021–73 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 

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 May 

16, 2022. 

V. Accelerated Approval of the 

Proposed Rule Change, as Modified by 

Amendment No. 1 

The Commission finds good cause to 

approve the proposed rule change, as 

modified by Amendment No. 1, prior to 

the thirtieth day after the date of 

publication of notice of the filing of 

Amendment No. 1 in the Federal 

Register. As stated above, among other 

things, Amendment No. 1 to the 

proposed rule change, among other 

things, went into greater detail with 

respect to the operation of the Trust and 

the Fund, including the assets held by 

the Fund, the LBMA Responsible 

Sourcing Programme, the Responsible 

Gold Guidance, creations and 

redemptions of the Fund’s Shares, 

determination of net asset value of the 

Fund’s Shares, and availability of 

information for the Fund’s Shares. 

Amendment No. 1 also made additional 

and revised representations, including 

that all gold held by the Fund will be 

London Good Delivery bars and the 

information related to the Shares that 

will be provided on the Fund’s website. 

Finally, Amendment No. 1 provided 

clarifications and technical edits to the 

proposed rule change. These changes 

and additional information in 

Amendment No. 1 assist the 

Commission in evaluating the 

Exchange’s proposal and in determining 

that it is consistent with the Act. The 


khammond on DSKJM1Z7X2PROD with NOTICES
24366 Federal Register / Vol. 87, No. 79 / Monday, April 25, 2022 / Notices 

54 15 U.S.C. 78s(b)(2). 

55 Id. 

56 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(6). 

5See Securities Exchange Act Release No. 93343 

(October 15, 2021), 86 FR 58347 (October 21, 2021) 

(SR–CboeBYX–2021–025). 

6See Securities Exchange Act Release No. 63097 

(Oct. 13, 2010), 75 FR 64767 (Oct. 20, 2010) (SR– 

BYX–2010–002). 

7See Securities Exchange Act Release No. 68798 

(Jan. 31, 2013), 78 FR 8628 (Feb. 6, 2013) (SR–BYX– 

2013–005). 

8See Securities Exchange Act Release No. 71796 

(March 25, 2014), 79 FR 18099 (March 31, 2014) 

(SR–BYX–2014–003). 

9See Securities Exchange Act Release No. 84843 

(December 18, 2018), 83 FR 66464 (December 26, 

2018) (File No. 4–631) (‘‘Eighteenth Amendment’’). 

10See Securities Exchange Act Release No. 67091 

(May 31, 2012), 77 FR 33498 (June 6, 2012) (the 

‘‘Limit Up-Limit Down Release’’). 

11See Securities Exchange Act Release No. 85542 

(Apr. 8, 2019), 84 FR 15009 (Apr. 12, 2019) (SR– 

CboeBYX–2019–003). 

Commission believes that such changes 

and additional information do not raise 

unique or novel regulatory issues under 

the Act. Accordingly, the Commission 

finds good cause, pursuant to Section 

19(b)(2) of the Act,54 to approve the 

proposed rule change, as modified by 

Amendment No. 1, on an accelerated 

basis. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,55 that the 

proposed rule change (SR–NYSEArca– 

2021–73), as modified by Amendment 

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

an accelerated basis. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.56

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–08678 Filed 4–22–22; 8:45 am] 

BILLING CODE 8011–01–P≤ 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34 94751; File No. SR– 

CboeBYX–2022–013] 

Self-Regulatory Organizations; Cboe 

BYX Exchange, Inc.; Notice of Filing 

and Immediate Effectiveness of a 

Proposed Rule Change To Extend the 

Current Pilot Program Related to BYX 

Rule 11.17, Clearly Erroneous 

Executions, to the Close of Business 

on July 20, 2022 

April 19, 2022 

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

Securities Exchange Act of 1934 (the 

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

notice is hereby given that on April 18, 

2022, Cboe BYX Exchange, Inc. (the 

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

Securities and Exchange Commission 

(the ‘‘Commission’’) the proposed rule 

change as described in Items I and II 

below, which Items have been prepared 

by the Exchange. The Exchange filed the 

proposal as a ‘‘non-controversial’’ 

proposed rule change pursuant to 

Section 19(b)(3)(A)(iii) of the Act 3 and 

Rule 19b–4(f)(6) thereunder.4 The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Cboe BYX Exchange, Inc. (‘‘BYX’’ or 

the ‘‘Exchange’’) is filing with the 

Securities and Exchange Commission 

(the ‘‘Commission’’) a proposed rule 

change to extend the current pilot 

program related to BYX Rule 11.17, 

Clearly Erroneous Executions, to the 

close of business on July 20, 2022. The 

text of the proposed rule change is 

provided in Exhibit 5. 

The text of the proposed rule change 

is also available on the Exchange’s 

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

equities/regulation/rule_filings/byx/), at 

the Exchange’s Office of the Secretary, 

and at the Commission’s Public 

Reference Room. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

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

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of this filing is to extend 

the effectiveness of the Exchange’s 

current rule applicable to Clearly 

Erroneous Executions to the close of 

business on July 20, 2022. Portions of 

Rule 11.17, explained in further detail 

below, are currently operating as a pilot 

program set to expire on April 20, 

2022.5

On September 10, 2010, the 

Commission approved, on a pilot basis, 

changes to BYX Rule 11.17 that, among 

other things: (i) Provided for uniform 

treatment of clearly erroneous execution 

reviews in multi-stock events involving 

twenty or more securities; and (ii) 

reduced the ability of the Exchange to 

deviate from the objective standards set 

forth in the rule.6 In 2013, the Exchange 

adopted a provision designed to address 

the operation of the Plan.7 Finally, in 

2014, the Exchange adopted two 

additional provisions providing that: (i) 

A series of transactions in a particular 

security on one or more trading days 

may be viewed as one event if all such 

transactions were effected based on the 

same fundamentally incorrect or grossly 

misinterpreted issuance information 

resulting in a severe valuation error for 

all such transactions; and (ii) in the 

event of any disruption or malfunction 

in the operation of the electronic 

communications and trading facilities of 

an Exchange, another SRO, or 

responsible single plan processor in 

connection with the transmittal or 

receipt of a trading halt, an Officer, 

acting on his or her own motion, shall 

nullify any transaction that occurs after 

a trading halt has been declared by the 

primary listing market for a security and 

before such trading halt has officially 

ended according to the primary listing 

market.8

On December 26, 2018, the 

Commission published the proposed 

Eighteenth Amendment 9 to the Plan to 

Address Extraordinary Market Volatility 

Pursuant to Rule 608 of Regulation NMS 

under the Act (the ‘‘Limit Up-Limit 

Down Plan’’ or the ‘‘Plan’’) 10 to allow 

the Plan to operate on a permanent, 

rather than pilot, basis. On April 8, 

2019, the Exchange amended BYX Rule 

11.17 to untie the pilot program’s 

effectiveness from that of the Plan and 

to extend the pilot’s effectiveness to the 

close of business on October 18, 2019 in 

order allow the Exchange and other 

national securities exchanges additional 

time to consider further amendments, if 

any, to the clearly erroneous execution 

rules in light of the proposed Eighteenth 

Amendment to the Plan.11 On April 17, 

2019, the Commission published an 

approval of the Eighteenth Amendment 

to allow the Plan to operate on a 


khammond on DSKJM1Z7X2PROD with NOTICES