Sunshine Act Meeting, 70554-70555 [2021-26945]
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Federal Register / Vol. 86, No. 235 / Friday, December 10, 2021 / Notices
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furtherance of the purposes of the Act.
As previously discussed, the Exchange
operates in a highly competitive market.
Members have numerous alternative
venues that they may participate on and
direct their order flow, including other
equities exchanges, off-exchange
venues, and alternative trading systems.
Additionally, the Exchange represents a
small percentage of the overall market.
Based on publicly available information,
no single equities exchange has more
than 16% of the market share.21
Therefore, no exchange possesses
significant pricing power in the
execution of order flow. Indeed,
participants can readily choose to send
their orders to other exchange and offexchange venues if they deem fee levels
at those other venues to be more
favorable. Moreover, the Commission
has repeatedly expressed its preference
for competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. Specifically, in Regulation
NMS, the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 22 The
fact that this market is competitive has
also long been recognized by the courts.
In NetCoalition v. Securities and
Exchange Commission, the D.C. Circuit
stated as follows: ‘‘[n]o one disputes
that competition for order flow is
‘fierce.’ . . . As the SEC explained, ‘[i]n
the U.S. national market system, buyers
and sellers of securities, and the brokerdealers that act as their order-routing
agents, have a wide range of choices of
where to route orders for execution’;
[and] ‘no exchange can afford to take its
market share percentages for granted’
because ‘no exchange possesses a
monopoly, regulatory or otherwise, in
the execution of order flow from broker
dealers’. . . .’’.23 Accordingly, the
Exchange does not believe its proposed
fee change imposes any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of the Act.
21 Supra
note 3.
Securities Exchange Act Release No. 51808
(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005).
23 NetCoalition v. SEC, 615 F.3d 525, 539 (D.C.
Cir. 2010) (quoting Securities Exchange Act Release
No. 59039 (December 2, 2008), 73 FR 74770, 74782–
83 (December 9, 2008) (SR–NYSEArca–2006–21)).
22 See
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C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 24 and paragraph (f) of Rule
19b–4 25 thereunder. At any time within
60 days of the filing of the proposed rule
change, the Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission will institute proceedings
to determine whether the proposed rule
change should be approved or
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 (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CboeEDGX–2021–050 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–CboeEDGX–2021–050. 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 (https://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
24 15
25 17
PO 00000
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f).
Frm 00125
Fmt 4703
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–CboeEDGX–2021–050 and
should be submitted on or before
January 3, 2022.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.26
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–26711 Filed 12–9–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting
Notice is hereby given,
pursuant to the provisions of the
Government in the Sunshine Act, Public
Law 94–409, that the Securities and
Exchange Commission will hold an
Open Meeting on Wednesday, December
15, 2021 at 10:00 a.m.
PLACE: The meeting will be webcast on
the Commission’s website at
www.sec.gov.
STATUS: This meeting will begin at 10
a.m. (ET) and will be open to the public
via webcast on the Commission’s
website at www.sec.gov.
MATTERS TO BE CONSIDERED:
1. The Commission will consider
whether to approve the 2022 Final
Budget and Accounting Support Fee for
the Public Company Accounting
Oversight Board.
2. The Commission will consider
whether to re-propose a rule prohibiting
fraud, manipulation, or deception in
connection with security-based swaps,
as well as whether to propose new rules
TIME AND DATE:
26 17
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CFR 200.30–3(a)(12).
10DEN1
Federal Register / Vol. 86, No. 235 / Friday, December 10, 2021 / Notices
prohibiting undue influence over the
Chief Compliance Officers of securitybased swap dealers and major securitybased swap participants and requiring
reporting of large security-based swap
positions.
3. The Commission will consider
whether to propose amendments to
certain rules that govern money market
funds under the Investment Company
Act of 1940.
4. The Commission will consider
whether to propose amendments to
modernize share repurchase disclosure,
including more detailed and more
frequent disclosure about issuer share
repurchases and requiring issuers to
present the disclosure using a structured
data language.
5. The Commission will consider
whether to propose amendments to Rule
10b5–1 and new disclosure regarding
10b5–1 trading arrangements and
insider trading policies and procedures,
as well as amendments regarding the
disclosure of the timing of certain equity
compensation awards and reporting of
gifts on Form 4.
CONTACT PERSON FOR MORE INFORMATION:
For further information and to ascertain
what, if any, matters have been added,
deleted or postponed, please contact
Vanessa A. Countryman from the Office
of the Secretary at (202) 551–5400.
Authority: 5 U.S.C. 552b.
Dated: December 8, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021–26945 Filed 12–9–21; 4:15 pm]
thereunder,2 a proposed rule change to
list and trade shares (‘‘Shares’’) of the
Franklin Responsibly Sourced Gold ETF
(‘‘Fund’’), a series of the Franklin
Templeton Holdings Trust (‘‘Trust’’),
under NYSE Arca Rule 8.201–E. 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 The Commission has
received no comments on the proposed
rule change. The Commission is
publishing this order to institute
proceedings pursuant to Section
19(b)(2)(B) of the Act 6 to determine
whether to approve or disapprove the
proposed rule change.
II. Description of the Proposed Rule
Change 7
The Exchange proposes to list and
trade Shares of the Fund 8 under NYSE
Arca Rule 8.201–E, which governs the
listing and trading of Commodity-Based
Trust Shares 9 on the Exchange. 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
(‘‘Administrator’’) and transfer agent
(the ‘‘Transfer Agent’’). Delaware Trust
BILLING CODE 8011–01–P
2 17
[Release No. 34–93720; File No. SR–
NYSEArca–2021–73]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Order Instituting
Proceedings To Determine Whether To
Approve or Disapprove 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)
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December 6, 2021.
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’’ or
‘‘Exchange Act’’) 1 and Rule 19b–4
U.S.C. 78s(b)(1).
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Company, a subsidiary of the
Corporation Service Company serves as
trustee of the Trust (‘‘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’’).10 BNYM will serve as the
custodian of the Fund’s cash, if any (the
‘‘Cash Custodian’’).
Exchange’s Description of the Operation
of the Trust and Fund
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.
3 See
SECURITIES AND EXCHANGE
COMMISSION
1 15
CFR 240.19b–4.
Securities Exchange Act Release No. 92840
(September 1, 2021), 86 FR 50385 (‘‘Notice’’).
4 15 U.S.C. 78s(b)(2).
5 See Securities Exchange Act Release No. 93179,
86 FR 55033 (October 5, 2021). The Commission
designated December 7, 2021, as the date by which
the Commission shall approve or disapprove, or
institute proceedings to determine whether to
approve or disapprove, the proposed rule change.
6 15 U.S.C. 78s(b)(2)(B).
7 Additional information regarding the Fund, the
Trust and the Shares, including investment
strategies, creation and redemption procedures, and
portfolio holdings can be found in the Notice, supra
note 3.
8 On April 22, 2021, the Trust submitted to the
Commission on a confidential basis its draft
registration statement on Form S–1 under the
Securities Act of 1933 (‘‘Registration Statement’’).
The Registration Statement is not yet effective, and
the Exchange will not commence trading in Shares
until the Registration Statement becomes effective.
9 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. The Exchange represents that the Shares will
satisfy the requirements of NYSE Arca Rule 8.201–
E and thereby qualify for listing on the Exchange
and that the Trust relies on the exemption
contained in Rule 10A–3(c)(7) regarding the
application of Rule 10A–3 (17 CFR 240.10A–3)
under the Act.
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10 The 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.
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]]>Agencies
[Federal Register Volume 86, Number 235 (Friday, December 10, 2021)]
[Notices]
[Pages 70554-70555]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-26945]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Sunshine Act Meeting
TIME AND DATE: Notice is hereby given, pursuant to the provisions of
the Government in the Sunshine Act, Public Law 94-409, that the
Securities and Exchange Commission will hold an Open Meeting on
Wednesday, December 15, 2021 at 10:00 a.m.
PLACE: The meeting will be webcast on the Commission's website at
www.sec.gov.
STATUS: This meeting will begin at 10 a.m. (ET) and will be open to the
public via webcast on the Commission's website at www.sec.gov.
MATTERS TO BE CONSIDERED:
1. The Commission will consider whether to approve the 2022 Final
Budget and Accounting Support Fee for the Public Company Accounting
Oversight Board.
2. The Commission will consider whether to re-propose a rule
prohibiting fraud, manipulation, or deception in connection with
security-based swaps, as well as whether to propose new rules
[[Page 70555]]
prohibiting undue influence over the Chief Compliance Officers of
security-based swap dealers and major security-based swap participants
and requiring reporting of large security-based swap positions.
3. The Commission will consider whether to propose amendments to
certain rules that govern money market funds under the Investment
Company Act of 1940.
4. The Commission will consider whether to propose amendments to
modernize share repurchase disclosure, including more detailed and more
frequent disclosure about issuer share repurchases and requiring
issuers to present the disclosure using a structured data language.
5. The Commission will consider whether to propose amendments to
Rule 10b5-1 and new disclosure regarding 10b5-1 trading arrangements
and insider trading policies and procedures, as well as amendments
regarding the disclosure of the timing of certain equity compensation
awards and reporting of gifts on Form 4.
CONTACT PERSON FOR MORE INFORMATION: For further information and to
ascertain what, if any, matters have been added, deleted or postponed,
please contact Vanessa A. Countryman from the Office of the Secretary
at (202) 551-5400.
Authority: 5 U.S.C. 552b.
Dated: December 8, 2021.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-26945 Filed 12-9-21; 4:15 pm]
BILLING CODE 8011-01-P
