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Federal Register / Vol. 86, No. 171 / Wednesday, September 8, 2021 / Notices
II. Self-Regulatory Organizations 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 Organizations Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change
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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 8.201E, 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 4 On April 22, 2021, the Trust submitted to the Commission its confidential draft registration statement on Form S1 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 6e to the Securities Act.
Section 6e 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 433h4, 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 2a19 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 S1 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.
5 Commodity-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. 80a1.

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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 Funds 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 Funds Gold Bullion as defined in the Registration Statement the Gold Custodian.8 BNYM will serve as the custodian of the Funds cash, if any the Cash Custodian.
The Commission has previously approved listing on the Exchange under NYSE Arca Rules 5.2Ej5 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 7 17

U.S.C. 1.
Gold Custodian is responsible for safekeeping the Funds 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.
9 Securities Exchange Act Release No. 84257
September 21, 2018, 83 FR 48877 September 27, 2018 SRNYSEArca201855.
10 Securities Exchange Act Release No. 81077
July 5, 2017, 82 FR 32024 July 11, 2017 SR
NYSEArca201755.
11 Securities Exchange Act Release No. 71378
January 23, 2014, 79 FR 4786 January 29, 2014
SRNYSEArca2013137.
12 Securities Exchange Act Release No. 59895
May 8, 2009, 74 FR 22993 May 15, 2009 SR
NYSEArca200940.
13 Securities Exchange Act Release No. 61219
December 22, 2009, 74 FR 68886 December 29, 2009 SRNYSEArca200995.
8 The
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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 8.201E and thereby qualify for listing on the Exchange.24
14 Securities Exchange Act Release No. 61220
December 22, 2009, 74 FR 68895 December 29, 2009 SRNYSEArca200994.
15 Securities Exchange Act Release No 66930
May 7, 2012, 77 FR 27817 May 11, 2012 SR
NYSEArca201218.
16 Securities Exchange Act Release No. 61496
February 4, 2010, 75 FR 6758 February 10, 2010
SRNYSEArca2009113.
17 See Securities Exchange Act Release No. 56224
August 8, 2007, 72 FR 45850 August 15, 2007
SRNYSEArca200776.
18 See Securities Exchange Act Release No. 58956
November 14, 2008, 73 FR 71074 November 24, 2008 SRNYSEArca2008124 approving listing on the Exchange of the iShares Silver Trust.
19 See Securities Exchange Act Release No. 56224
August 8, 2007, 72 FR 45850 August 15, 2007
SRNYSEArca200776 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 SRNYSEArca 200743 order approving listing on the Exchange of iShares COMEX Gold Trust.
20 See Securities Exchange Act Release No. 79518
December 9, 2016, 81 FR 90876 December 15, 2016 SRNYSEArca201684 order approving listing and trading of shares of the Long Dollar Gold Trust.
21 See Securities Exchange Act Release No. 50603
October 28, 2004, 69 FR 64614 November 5, 2004
SRNYSE200422 order approving listing of streetTRACKS Gold Trust on the NYSE.
22 See Securities Exchange Act Release Nos.
51058 January 19, 2005, 70 FR 3749 January 26, 2005 SRAmex200438 order approving listing of iShares COMEX Gold Trust on the American Stock Exchange LLC; 53521 March 20, 2006, 71
FR 14967 March 24, 2006 SRAmex200572
approving listing on the American Stock Exchange LLC of the iShares Silver Trust.
23 See Securities Exchange Act Release Nos.
53520 March 20, 2006, 71 FR 14977 March 24, 2006 SRPCX2005117 approving trading on the Exchange pursuant to UTP of the iShares Silver Trust; 51245 February 23, 2005, 70 FR 10731
March 4, 2005 SRPCX2004117 approving trading on the Exchange of the streetTRACKS Gold Trust pursuant to UTP.
24 With respect to the application of Rule 10A
3 17 CFR 240.10A3 under the Act, the Fund relies on the exemption contained in Rule 10A
3c7.

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