[Federal Register Volume 87, Number 62 (Thursday, March 31, 2022)]
[Notices]
[Pages 18837-18848]
[FR Doc No: 2022-06752]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94518; File No. SR-NYSEArca-2021-65]

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 Sprott ESG Gold ETF Under NYSE Arca Rule 8.201-E
(Commodity-Based Trust Shares)

March 25, 2022.

I. Introduction

    On July 19, 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 (``Shares'') of the Sprott ESG Gold ETF
(``Trust'') under NYSE Arca Rule 8.201-E (Commodity-Based Trust
Shares). The proposed rule change was published for comment in the
Federal Register on July 30, 2021.\3\ On September 2, 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 October 27, 2021,
the Commission instituted proceedings under Section 19(b)(2)(B) of the
Act \6\ to determine whether to approve or disapprove the proposed rule
change.\7\ On January 19, 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
February 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-2021-65 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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 92506 (July 26,
2021), 86 FR 41109.
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 92867, 86 FR 50568
(September 9, 2021).
    \6\ 15 U.S.C. 78s(b)(2)(B).
    \7\ See Securities Exchange Act Release No. 93434, 86 FR 60516
(November 2, 2021).
    \8\ 15 U.S.C. 78s(b)(2).
    \9\ See Securities Exchange Act Release No. 94003, 87 FR 3865
(January 25, 2022). The Commission designated March 27, 2022, as the
date by which the Commission shall either approve or disapprove the
proposed rule change.
    \10\ Amendment No. 1 is available on the Commission's website at
https://www.sec.gov/comments/sr-nysearca-2021-65/srnysearca202165-20117903-270825.pdf. Among other things, Amendment No. 1 to the
proposed rule change provided greater detail with respect to
characteristics of unallocated gold, Sprott ESG Approved Gold (as
defined herein), and ESG Criteria (as defined herein), as well as
valuation of the Trust's (as defined herein) gold. Amendment No. 1
explained how Sprott ESG Approved Gold will be created for the
Trust, as well as the process of the exchange or conversion of the
types of gold held by the Trust, and how this occurs during
creations and redemptions. Amendment No. 1 also represented that
there is no separate market for Sprott ESG Approved Gold, there is
no industry standard for ESG factors that apply to gold production,
and the value of the gold held by the Trust, whether allocated
Sprott ESG Approved Gold or unallocated gold, will be determined by
the LBMA Gold Price PM (as defined herein). Amendment No. 1 made
additional representations, including regarding the Information
Bulletin. Finally, Amendment No. 1 provided clarifications and
technical edits to the proposed rule change.
---------------------------------------------------------------------------

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to list and trade shares (``Shares'') of the
Sprott ESG Gold ETF (the ``Trust''), under NYSE Arca Rule 8.201-E.\11\
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\
---------------------------------------------------------------------------

    \11\ On February 11, 2021, the Trust submitted to the Commission
its draft registration statement on Form S-1 under the Securities
Act of 1933 (15 U.S.C. 77a) (``Securities Act'') and on July 1,
2021, the Trust submitted to the Commission the most recent
amendment to its draft registration statement (collectively, the
``Registration Statement''). The Jumpstart Our Business Startups
Act, enacted on April 5, 2012, added Section 6(e) to the Securities
Act. Section 6(e) of the Securities Act provides that an ``emerging
growth company'' may confidentially submit to the Commission a draft
registration statement for confidential, non-public review by the
Commission staff prior to public filing, provided that the initial
confidential submission and all amendments thereto shall be publicly
filed not later than 21 days before the date on which the issuer
conducts a road show, as such term is defined in Securities Act Rule
433(h)(4). An emerging growth company is defined in Section 2(a)(19)
of the Securities Act as an issuer with less than $1,070,000,000
total annual gross revenues during its most recently completed
fiscal year. The Trust meets the definition of an emerging growth
company and consequently has submitted its Form S-1 Registration
Statement on a confidential basis with the Commission. The
Registration Statement is not yet effective and the Shares will not
trade on the Exchange until such time that the Registration
Statement is effective.
    \12\ 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 Trust 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 Trust is not a commodity pool for purposes
of the Commodity Exchange Act, as amended.\14\
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 80a-1.
    \14\ 17 U.S.C. 1.
---------------------------------------------------------------------------

    The Sponsor of the Trust is Sprott Asset Management LP, a Canadian
limited partnership. The Bank of New York Mellon serves as the Trust's
administrator (the ``Administrator'') and

transfer agent (the ``Transfer Agent''). The Delaware Trust Company is
the trustee of the Trust (the ``Trustee'').\15\ The Royal Canadian Mint
is the custodian of the Trust's gold (the ``Gold Custodian'' or
``Mint'') and also produces Sprott ESG Approved Gold (as defined below)
in bar form for the Trust.\16\ The Bank of New York Mellon will also
serve as the Trust's cash custodian (the ``Cash Custodian'') pursuant
to the terms of the agreement between the Trust and the Cash Custodian.
In its capacity as cash custodian, the Cash Custodian will maintain a
custodial account that holds cash for the benefit of the Trust for the
purpose of payment of the Sponsor's fee in cash or the other expenses
of the Trust.
---------------------------------------------------------------------------

    \15\ The Trustee is a fiduciary under the Trust Agreement and
must satisfy the requirements of Section 3807 of the Delaware
Statutory Trust Act. However, the fiduciary duties, responsibilities
and liabilities of the Trustee are limited by, and are only those
specifically set forth in, the Trust Agreement. The Trust does not
have a Board of Directors or persons acting in a similar capacity.
    \16\ The Mint operates pursuant to the Royal Canadian Mint Act
(Canada) and is a Canadian Crown corporation. Crown corporations are
corporations wholly-owned by the Government of Canada. The Mint is,
for all its purposes, an agent of Her Majesty in right of Canada
and, as such, its obligations generally constitute unconditional
obligations of the Government of Canada. The Gold Custodian is
responsible for safekeeping the gold owned by the Trust pursuant to
gold storage and custody agreements. The Gold Custodian will store
gold for the account of the Trust on an allocated basis in the
Trust's allocated account (the ``Trust Allocated Account''), except
where gold is temporarily held in an unallocated account on an
unallocated basis in the Trust's unallocated account (the ``Trust
Unallocated Account''). Unallocated gold is gold stored by or on
behalf of the Mint on behalf of its customers consisting of gold
that is not specifically designated as being held by a particular
customer and will not qualify as Sprott ESG Approved Gold. The Mint
will facilitate the transfer of gold in and out of the Trust through
(i) accounts that Authorized Participants (as defined below) have
established at a London Precious Metals Clearing Limited clearing
bank and (ii) the Trust Unallocated Account and Trust Allocated
Account it will maintain for the Trust. The Gold Custodian is
responsible for allocating specific bars of gold to the Trust
Allocated Account. The Gold Custodian will provide the Trust with
regular reports detailing the gold transfers in and out of the Trust
Unallocated Account with the Gold Custodian and identifying the gold
bars held in the Trust Allocated Account. Unallocated gold held by
the Trust consists of a pool of London Good Delivery gold bars.
---------------------------------------------------------------------------

    The Commission has previously approved listing on the Exchange
under NYSE Arca Rules 5.2-E(j)(5) and 8.201-E of other precious metals
and gold-based commodity trusts, including the GraniteShares Gold
MiniBAR Trust; \17\ the GraniteShares Gold Trust; \18\ the Merk Gold
Trust; \19\ the APMEX Physical-1 oz. Gold Redeemable Trust; \20\ and
the Long Dollar Gold Trust.\21\
---------------------------------------------------------------------------

    \17\ See Securities Exchange Act Release No. 84257 (September
21, 2018), 83 FR 48877 (September 27, 2018) (SR-NYSEArca-2018-55).
    \18\ See Securities Exchange Act Release No. 81077 (July 5,
2017), 82 FR 32024 (July 11, 2017) (SR-NYSEArca-2017-55).
    \19\ See Securities Exchange Act Release No. 71378 (January 23,
2014), 79 FR 4786 (January 29, 2014) (SR-NYSEArca-2013-137).
    \20\ See Securities Exchange Act Release No. 66930 (May 7,
2012), 77 FR 27817 (May 11, 2012) (SR-NYSEArca-2012-18)
    \21\ See 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).
---------------------------------------------------------------------------

    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.\22\
---------------------------------------------------------------------------

    \22\ With respect to the application of Rule 10A-3 (17 CFR
240.10A-3) under the Act, the Trust relies on the exemption
contained in Rule 10A-3(c)(7).
---------------------------------------------------------------------------

Operation of the Trust 23
---------------------------------------------------------------------------

    \23\ The description of the operation of the Trust, the Shares
and the gold market contained herein are based, in part, on the
Registration Statement. See note 11, supra.
---------------------------------------------------------------------------

    The investment objective of the Trust will be for the Shares to
reflect the performance of the price of gold, less the Trust's expenses
and liabilities through an investment in physical gold bullion that
meets certain ESG criteria determined by the Sponsor and on a temporary
basis in unallocated gold. The Trust will issue Shares which represent
units of fractional undivided beneficial interest in and ownership of
the Trust.
    The Trust's assets are expected to consist primarily of fully
allocated unencumbered physical gold bullion held by the Mint on behalf
of the Trust that meets certain environmental, social and governance
(``ESG'') standards and criteria established by the Sponsor (``Sprott
ESG Approved Gold''). As described below, the Trust will also hold
unallocated gold on a temporary basis, particularly in connection with
creations and redemptions. Such unallocated gold will not qualify as
Sprott ESG Approved Gold. The Trust does not have a minimum amount of
Sprott ESG Approved Gold that it is required to hold at any given time.
Sprott ESG Approved Gold and unallocated gold are described in more
detail below.
    The Trust will not trade in gold futures, options or swap contracts
on any futures exchange or over the counter (``OTC''). The Trust will
not hold or trade in commodity futures contracts, ``commodity
interests'', or any other instruments regulated by the Commodity
Exchange Act. The Trust's Cash Custodian may hold cash temporarily
received from the sale of gold. The Trust's assets will only consist of
Sprott ESG Approved Gold, unallocated gold and cash.
    The Shares are intended to constitute a simple and cost-effective
means of making an investment similar to an investment in gold bullion
that meets the ESG Criteria. Although the Shares are not the exact
equivalent of an investment in gold, they provide investors with an
alternative that allows a level of participation in the gold market
through the securities market.
Sprott ESG Approved Gold
    Sprott ESG Approved Gold will be produced by the Mint specifically
for the Trust using raw material that meets the criteria discussed
below. Sprott ESG Approved Gold, as defined for purposes of the Trust,
is not available in the general marketplace, although others, including
other funds, may use the term ``ESG'' for gold used for their purposes.
    The term ``Sprott ESG Approved Gold'' refers to gold that is
physically indistinguishable from other gold but that has been sourced
and produced in a manner consistent with the ESG standards and criteria
used by the Sponsor (the ``ESG Criteria''), which are designed to
provide investors with an enhanced level of ESG scrutiny along with
disclosure of the provenance of the metal sourced, and include an
evaluation of mining companies and mines.\24\ Mining companies and
mines that meet the ESG Criteria (``Sprott ESG Approved Mining
Companies'' and ``Sprott ESG Approved Mines'', respectively) must also
comply with the Mint Responsible Sourcing Requirements (as defined
below). An overview of the Sponsor's application of the ESG Criteria to
mining companies and mines that can provide the material for Sprott ESG
Approved Gold is provided below.
---------------------------------------------------------------------------

    \24\ The ESG Criteria are anticipated to evolve over time at the
discretion of the Sponsor. Also, one or more criterion may not be
relevant with respect to all sources of gold that are eligible for
investment. Factors that could be considered by the Sponsor in
modifying the ESG Criteria include changes to current gold mining
techniques or standards, evolving legal standards, the introduction
of new standards or evaluation frameworks within the mining industry
or the elimination of existing standards or frameworks that in the
view of the Sponsor are relevant to the ESG assessment of a mining
company or mine site.
---------------------------------------------------------------------------

    The application of the ESG Criteria involves multiple levels of
analysis. While the Sponsor's evaluation of mines and mining companies
will include the objective factors discussed below, the Sponsor will
also evaluate company reports and, where possible, interview key
personnel to assess whether such a mining company or mine meets the ESG

Criteria, which will require the subjective judgment of the Sponsor.
The selection of these factors and how they are applied will be based,
at least to some degree, on the judgment of the Sponsor and may or may
not be consistent with current or future standards used by others in
the industry. The ESG Criteria are subject to change by the Sponsor in
its sole discretion. Any such changes will be reflected on the Trust's
website promptly after any change to the ESG Criteria, Sprott ESG
Approved Mines or Sprott ESG Approved Mining Companies has been made.
    The ESG Criteria are in addition to those used in the LBMA
Responsible Sourcing Program, as detailed in the LBMA's Responsible
Gold Guidance, and are designed to provide investors with an enhanced
level of ESG scrutiny along with disclosure of the provenance of the
metal sourced. The Mint currently requires that its refining customers,
including mines, meet the requirements outlined in the OECD Due
Diligence Guidance for Responsible Supply Chains of Minerals from
Conflict-Affected and High-Risk Areas, the LBMA Responsible Gold
Guidance, the Mint's Responsible Metals Program and the Mint's Anti-
Money Laundering and Anti-Terrorist Financing Program in compliance
with the Proceeds of Crime (Money Laundering) and Terrorist Financing
Act (Canada) (collectively, the ``Mint Responsible Sourcing
Requirements''). Only mines which the Mint determines meet and maintain
the Mint Responsible Sourcing Requirements and with whom the Mint has a
contractual refining relationship (each a ``Mint Approved Mine'',
collectively the ``Mint Approved Mines'') will be eligible for
consideration by the Sponsor as a provider of Sprott ESG Approved Gold.
The Mint will cease refining gold from any Mint Approved Mine that no
longer meets the Mint Responsible Sourcing Requirements, as determined
by the Mint from time to time. The Mint Responsible Sourcing
Requirements are subject to change by the Mint in its sole discretion.
    The ESG factors are a component of the ESG Criteria and are used
for the ESG assessment of mines and miners generally, and will
encompass the following factors:

 Environmental Factors
    [cir] Energy use and greenhouse gas emissions
    [cir] Tailings and waste management
    [cir] Conservation and water management
    [cir] Mine site remediation
 Social Factors
    [cir] Worker safety and health
    [cir] Community relations
    [cir] Natural resource benefit to local communities
    [cir] Child and forced labor
 Governance Factors
    [cir] Corporate governance
    [cir] Workplace and gender diversity
    [cir] Fair executive compensation
    [cir] Corporate transparency and disclosures
    Mining companies that qualify for the LBMA's Responsible Sourcing
Program and are Mint Approved Mines will then be subject to two levels
of ESG screening by the Sponsor: At the overall company level and at
the individual mine site level.
    First, the Sponsor will evaluate a mining company that operates a
Mint Approved Mine using ESG factors determined by the Sponsor
(described above). This evaluation will use a number of tools, which
include ratings from third-party research providers, such as
Sustainalytics ESG Risk Ratings, along with sell-side equity research
reports. With respect to corporate governance, the Sponsor will
evaluate recommendations from proxy voting research providers, such as
the Glass Lewis Proxy Review. The Sponsor will also use compliance with
precious metals industry standards as an objective factor in its
evaluation of such mining companies. Each such mining company with high
ESG ratings and favorable recommendations from proxy voting research
providers that complies with precious metals industry standards will be
designated as a Sprott ESG Approved Mining Company. Second, the Sponsor
will evaluate individual mine site locations of each Sprott ESG
Approved Mining Company. Each mine location of a Sprott ESG Approved
Mining Company will then be evaluated by the Sponsor as follows: (1)
The performance of each mine against various indicators in the Mining
Association of Canada's Towards Sustainable Mining standards; (2) using
the ESG factors described above; and (3) whether such mine is in a
heightened risk or conflict area.\25\ Each mining location of that
Sprott ESG Approved Mining Company that (a) the Sponsor determines to
meet the Mining Association of Canada's Towards Sustainable Mining
standards and the ESG factors, and (b) is not in a heightened risk or
conflict area will be designated as a Sprott ESG Approved Mine. Only
Sprott ESG Approved Mines will be permitted to supply the raw material
for Sprott ESG Approved Gold to the Mint, which will then refine the
raw material to create Sprott ESG Approved Gold for the Trust. This
means that the provenance of Sprott ESG Approved Gold will be known to
the Trust. Notwithstanding its special provenance, there is no separate
market for gold from Sprott ESG Approved Mines.
---------------------------------------------------------------------------

    \25\ Heightened risk or conflict areas include areas where:
     human rights abuses, forced or child labor, war crimes
or genocide are prevalent;
     mines are involved in direct or indirect support to
non-state actors that use arms without legal authority;
     mines transport gold or supplies along routes that
involve payment of illegal taxes or extortions; and
     mines are involved in money laundering or terrorism
financing.
---------------------------------------------------------------------------

    Based on its analysis of certain existing mines and taking into
consideration the amount of physical gold bullion held by existing gold
bullion ETFs, the Sponsor believes that a sufficient amount of raw
material to create Sprott ESG Approved Gold for the Trust exists and
will exist in the future.\26\
---------------------------------------------------------------------------

    \26\ Current output from North American mines that the Sponsor
estimates would likely meet the definition of Sprott ESG Approved
Mines (based on currently available public information) is between
$12 and $15 billion per year. If the Sprott ESG Approved Gold held
by the Trust would increase in any given year by approximately 25%
of that estimated output, the Mint has represented that it would
have the operational capacity to refine such amount of Sprott ESG
Approved Gold. If the Trust's increase would exceed that amount, the
Trust would have to locate additional refiners, either in North
America (for dor[eacute] mined in North America) or elsewhere (for
dor[eacute] mined outside of North America); based on its experience
in the gold industry, the Sponsor does not expect any difficulties
with engaging such additional refiners in a timely manner.
---------------------------------------------------------------------------

    The Sponsor's fee, which will be paid for by the Trust, and thus
the shareholders, will include any costs associated with researching,
establishing and maintaining the ESG Criteria, assessing mining
companies and mines against certain of the ESG Criteria and the
diligence of the Trust's Sprott ESG Approved Gold holdings. The Sponsor
will conduct research on each mining company using its in-house
investment professionals and may use the services of outside
consultants.
Unallocated Gold
    The Trust's assets will also include unallocated unencumbered
physical gold bullion stored by the Mint on behalf of the Trust and
cash. Unallocated gold is gold stored by or on behalf of the Mint in a
pool on behalf of its customers; gold in that pool is not specifically
designated as being held by a particular customer and shall mean, for
purposes of this proposal, any gold

that does not qualify as Sprott ESG Approved Gold.
    While there is no minimum amount of Sprott ESG Approved Gold that
the Trust will hold, the Sponsor expects to exchange the Trust's
holdings of unallocated physical gold into Sprott ESG Approved Gold as
soon as reasonably practicable, to the extent that unallocated physical
gold is not needed under the circumstances described below.\27\
---------------------------------------------------------------------------

    \27\ See ``Creation and Redemption of Shares'' below, further
discussing the exchange process from unallocated physical gold to
Sprott ESG Approved Gold.
---------------------------------------------------------------------------

    From time-to-time, on a temporary basis the Trust will hold
unallocated physical gold bullion under the following circumstances:
(1) In connection with transfers of gold to settle creations and
redemptions of Creation Units (as defined below); \28\ (2) until
additional Sprott ESG Approved Gold can be produced by the Mint; (3) to
the extent that the Trust holds gold in an amount less than a whole
bar; and (4) in connection with payment of expenses of the Trust.
Although the Trust intends to instruct the Mint to exchange unallocated
physical gold bullion to Sprott ESG Approved Gold as soon as reasonably
practicable, there is no limit on the amount of unallocated physical
gold bullion that the Trust can hold. The Mint's ability to exchange
unallocated physical gold bullion into Sprott ESG Approved Gold depends
on various factors, including the size of the Trust's unallocated
physical gold bullion holdings, the Trust's need for unallocated
physical gold bullion to meet redemption requests, the availability of
raw material for the Mint to produce additional Sprott ESG Approved
Gold, the Mint's production capacity and certain minimum size
requirements.
---------------------------------------------------------------------------

    \28\ Unallocated gold has been used for creation and redemption
requests by gold ETFs and ETPs for many years and has become the
main form of gold in which creation and redemption requests are
settled.
---------------------------------------------------------------------------

    The Trust does not intend to hold a certain amount and maintains no
minimum amount of gold in unallocated form to satisfy redemption
requests or to pay expenses. Because the Trust has to pay the Sponsor's
fee on a monthly basis and may receive a redemption request on any
given business day (days other than a Saturday, Sunday or holiday)
(``Business Day''), the Trust expects to hold some amount of
unallocated gold at any given point in time. The Trust's holdings of
unallocated gold may be a significant percentage of the Trust's assets
if, for example, the Trust has received more requests for creations
than redemptions or the Trust's unallocated gold holdings are not
sufficient to meet certain minimum size requirements to exchange
unallocated gold to Sprott ESG Approved Gold at the Mint. There may be
other times when the Trust's holdings of unallocated gold are a
significant percentage of the Trust's assets, and there is no maximum
percentage of the Trust's assets that may consist of unallocated gold.
The Trust may need to instruct the Mint to exchange Sprott ESG Approved
Gold into unallocated gold if insufficient unallocated gold is
available to be sold to pay expenses or to meet redemption
requests.\29\
---------------------------------------------------------------------------

    \29\ Because Authorized Participants (as defined below) expect
redemption requests to be settled through the delivery of
unallocated gold (as opposed to allocated gold which is in the form
of physical bars), the Trust may at times need to exchange allocated
for unallocated gold.
---------------------------------------------------------------------------

There Is No Industry Standard for ESG Factors That Apply to Gold
Production
    There is no industry standard for ESG factors that apply to gold
production. The ESG Criteria and the processes and methods for
producing and using Sprott ESG Approved Gold for the Trust's operations
have been developed by the Sponsor specifically for the Trust;
specifically, the Mint will segregate the dor[eacute] \30\ received
from Sprott ESG Approved Mines from dor[eacute] originating from non-
Sprott ESG Approved Mines, and will segregate Sprott ESG Approved Gold
from gold produced from dor[eacute] originating from non-Sprott ESG
Approved Mines. Sprott ESG Approved Gold will be produced by the Mint
in special runs that will ensure that no gold from non-Sprott ESG
Approved Mines will be included in the bars of Sprott ESG Approved
Gold. No such special runs will take place until the launch of the
Trust; therefore, there have been no market transactions in Sprott ESG
Approved Gold. The Trust is not aware of a separate market for Sprott
ESG Approved Gold and does not believe that one will develop. Bars that
consist of Sprott ESG Approved Gold are not marked in any special way,
nor do such bars have any special physical characteristics (aside from
consisting only of Sprott ESG Approved Gold) and they are
indistinguishable from LBMA London Good Delivery. Once Sprott ESG
Approved Gold bars leave the possession of the Trust, they will be
treated as regular LBMA London Good Delivery gold. It is not possible
for a market participant to purchase all the Sprott ESG Approved Gold
bars in order to affect the ability of the Trust to add Sprott ESG
Approved Gold bars to its inventory, as the Trust relies on the Mint to
refine and produce the Sprott ESG Approved Gold bars and does not rely
on any bars that have left the possession of the Trust. Although there
are additional costs associated with sourcing and producing Sprott ESG
Approved Gold that will be included in the Sponsor's fee, the value of
the Sprott ESG Approved Gold held by the Trust will be determined by
utilizing the LBMA Gold Price PM (as defined below), which does not
distinguish between gold that meets ESG Criteria and gold that does
not.\31\ The ESG Criteria used by the Sponsor to screen the sources for
the Trust's Sprott ESG Approved Gold may or may not be consistent with
current or future standards used by others in the industry.
---------------------------------------------------------------------------

    \30\ The raw material created by mines that is used to refine
gold is called ``dor[eacute]''.
    \31\ See ``How Sprott ESG Approved Gold Will be Created for the
Trust'' and ``Valuation of the Trust's Gold'' below.
---------------------------------------------------------------------------

How Sprott ESG Approved Gold Will Be Created for the Trust
    In order to create Sprott ESG Approved Gold, the Mint will, upon
request by the Trust, from time to time refine dor[eacute] from Sprott
ESG Approved Mines to produce bars of Sprott ESG Approved Gold. The
dor[eacute] used to create Sprott ESG Approved Gold is
indistinguishable from dor[eacute] already used by the Mint for gold
production; \32\ no separate market or marketplace exists for gold
produced using such dor[eacute]. Sprott ESG Approved Gold is the
combination of sourcing of the dor[eacute] and production of the gold
by the Mint in special production runs.
---------------------------------------------------------------------------

    \32\ The Mint uses dor[eacute] from these mines to create Post-
2012 LBMA Bars. See footnote 32 [sic], infra.
---------------------------------------------------------------------------

    In order to ensure that the Sprott ESG Approved Gold created by the
Mint uses only dor[eacute] from Sprott ESG Approved Mines, the Mint
will create the Trust's Sprott ESG Approved Gold in special production
runs, and will charge a special processing fee for that. This special
processing fee, along with any additional costs associated with the
enhanced sourcing requirements of Sprott ESG Approved Gold, including
researching, establishing and maintaining the ESG Criteria, assessing
mining companies and mines against certain of the ESG Criteria and the
diligence of the Trust's Sprott ESG Approved Gold Holdings will be
included in the Sponsor's fee.
Valuation of the Trust's Gold
    ``London Good Delivery'' means gold bars that meet the standard
measure of quality in gold bullion as set forth by

the London Bullion Market Association (``LBMA''). All London Good
Delivery gold is priced equally; the only requirement is that it meets
LBMA standards.'' \33\
---------------------------------------------------------------------------

    \33\ For instance, LBMA changed its gold sourcing standards in
2012. Because gold is generally never destroyed once it is minted,
today there are London Good Delivery gold bars available that were
created before 2012 (using pre-2012 LBMA standards) (``Pre-2012 LBMA
Bars'') and London Good Delivery gold bars that were created after
the 2012 standards were implemented by the LBMA (``Post-2012 LBMA
Bars''). When purchasing London Good Delivery gold bars, it is
possible to selectively purchase Post-2012 LBMA Bars.
Notwithstanding the differing sourcing standards, both Pre-2012 LBMA
Bars and Post-2012 LBMA Bars are priced the same.
---------------------------------------------------------------------------

    Sprott ESG Approved Gold meets the standards of London Good
Delivery gold bars and the more stringent ESG Criteria developed by the
Sponsor and shall be from Sprott ESG Approved Mines. As discussed below
under ``No Separate Market for Sprott ESG Approved Gold Exists'', no
separate market for Sprott ESG Approved Gold exists and none is
expected to develop. Because Sprott ESG Approved Gold is London Good
Delivery gold and because no separate market for Sprott ESG Approved
Gold exists, the Sponsor determined that its Sprott ESG Approved Gold
should be valued, for purposes of determining the net asset value
(``NAV'') of the Trust, as London Good Delivery gold.\34\
---------------------------------------------------------------------------

    \34\ The Trust reached that conclusion based on the fact that
Pre-2012 LBMA Bars and Post-2012 LBMA Bars are valued the same. See
footnote 32 [sic], supra.
---------------------------------------------------------------------------

    The value of the gold held by the Trust, whether allocated Sprott
ESG Approved Gold or unallocated gold, will be determined by utilizing
the p.m. price of gold expressed in U.S. dollars, as published by the
LBMA (the ``LBMA Gold Price PM'').\35\ The LBMA Gold Price PM, which is
used to value gold by many stakeholders in the securities industry,\36\
applies to all forms of gold and does not distinguish between Sprott
ESG Approved Gold and other gold.
---------------------------------------------------------------------------

    \35\ All references to LBMA Gold Price PM are used with the
permission of Ice Benchmark Administration Limited and have been
provided for information purposes only. Ice Benchmark Administration
Limited accepts no liability or responsibility for the accuracy of
the prices or the underlying product to which the prices may be
referenced.
    \36\ The SPDR Gold Trust, the iShares Gold Trust, the Aberdeen
Standard Physical Gold Shares ETF, the VanEck Merk Gold Trust and
the GraniteShares Gold Trust, among others, each use the LBMA Gold
Price PM.
---------------------------------------------------------------------------

Operation of the Gold Market
    The global trade in gold consists of OTC transactions in spot,
forwards, and options and other derivatives, together with exchange-
traded futures and options.
    The OTC gold market includes spot, forward, and option and other
derivative transactions conducted on a principal-to-principal basis.
While this is a global, nearly 24-hour per day market, its main centers
are London, New York, and Zurich.
    According to the Registration Statement, most OTC market trades are
cleared through London. The LBMA plays an important role in setting OTC
gold trading industry standards. A London Good Delivery Bar (as
described below), which is acceptable for settlement of any OTC
transaction, will be acceptable for delivery to the Trust in connection
with the issuance of Creation Units (defined below).
    The most significant gold futures exchange in the U.S. is COMEX,
operated by Commodities Exchange, Inc., a subsidiary of New York
Mercantile Exchange, Inc., and a subsidiary of the Chicago Mercantile
Exchange Group (the ``CME Group''). Other commodity exchanges include
the Tokyo Commodity Exchange (``TOCOM''), the Multi Commodity Exchange
Of India (``MCX''), the Shanghai Futures Exchange, ICE Futures US (the
``ICE''), and the Dubai Gold & Commodities Exchange. The CME Group and
ICE are members of the Intermarket Surveillance Group (``ISG'').
No Separate Market for Sprott ESG Approved Gold
    As discussed in ``Valuation of the Trust's Gold'' above, all London
Good Delivery gold is deemed fungible by participants in the gold
market and is valued the same. For example, Pre-2012 LBMA Bars and
Post-2012 LBMA Bars are priced identically, even though the dor[eacute]
to create gold Post-2012 LBMA Bars is subject to different and
generally more rigorous responsible gold sourcing guidelines than gold
used to create Pre-2012 LBMA Bars.
    In addition, there is no industry standard for ESG factors that
apply to gold production and even if an industry standard for ESG
factors that apply to gold production were to develop, it is likely
that such industry standards would be different than the ESG Criteria.
The ESG Criteria and the method for producing and using Sprott ESG
Approved Gold for the Trust's operations have been designed by the
Sponsor specifically for the Trust, and the ESG Criteria are not used
by anyone other than the Trust. The Mint will not conduct any special
runs to produce Sprott ESG Approved Gold until the launch of the Trust;
therefore, there have been no market transactions in Sprott ESG
Approved Gold. The Trust is not aware of a separate market for Sprott
ESG Approved Gold and does not believe that one will develop, both
because the ESG Criteria are unique to the Trust and the uniform
pricing of London Good Delivery gold throughout the gold market, as
shown by the example of Pre-2012 LBMA bars and Post-2012 LBMA bars.\37\
---------------------------------------------------------------------------

    \37\ See also ``There Is No Industry Standard for ESG Factors
That Apply to Gold Production,'' supra, discussing how Sprott ESG
Approved Gold bars and other London Good Delivery Bars will be
indistinguishable from each other once Sprott ESG Approved Gold bars
are no longer in the possession of the Trust.
---------------------------------------------------------------------------

The London Gold Bullion Market
    According to the Registration Statement, most trading in physical
gold is conducted on the OTC market, predominantly in London. LBMA
coordinates various OTC-market activities, including clearing and
vaulting, acts as the principal intermediary between physical gold
market participants and the relevant regulators, promotes good trading
practices and develops standard market documentation. In addition, the
LBMA promotes refining standards for the gold market by maintaining the
``London Good Delivery List,'' which identifies refiners of gold that
have been approved by the LBMA. In the OTC market, gold bars that meet
the specifications for weight, dimensions, fineness (or purity),
identifying marks (including the assay stamp of an LBMA-acceptable
refiner) and appearance described in ``The Good Delivery Rules for Gold
and Silver Bars'' published by the LBMA are referred to as ``London
Good Delivery Bars.'' A London Good Delivery Bar (typically called a
``400 ounce bar'') must contain between 350 and 430 fine troy ounces of
gold (1 troy ounce = 31.1034768 grams), with a minimum fineness (or
purity) of 995 parts per 1000 (99.5%), be of good appearance and be
easy to handle and stack. The fine gold content of a gold bar is
calculated by multiplying the gross weight of the bar (expressed in
units of 0.025 troy ounces) by the fineness of the bar. A London Good
Delivery Bar must also bear the stamp of one of the refiners identified
on the London Good Delivery List.
    Following the enactment of the Financial Markets Act 2012, the
Prudential Regulation Authority of the Bank of England is responsible
for regulating most of the financial firms that are active in the
bullion market, and the Financial Conduct Authority is responsible for
consumer and competition issues. Trading in spot, forwards and
wholesale deposits in the bullion market is subject to the Non-

Investment Products (``NIPS'') Code adopted by market participants.
Creation and Redemption of Shares
    The Trust will create and redeem Shares on a continuous basis in
one or more blocks of 25,000 Shares (a block of 25,000 Shares is called
a ``Creation Unit''). As described below, the Trust will issue Shares
in Creation Units to certain authorized participants (``Authorized
Participants'') on an ongoing basis. Each Authorized Participant must
be a registered broker-dealer 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''), must have
entered into an agreement with the Administrator (the ``Participant
Agreement''), and must maintain an unallocated gold account with a
London Precious Metals Clearing Limited clearing bank (the ``London
Gold Clearing Bank''). The creation or redemption of Creation Units is
only made in exchange for LBMA unallocated gold delivered to the Trust
by an Authorized Participant or from the Trust to an Authorized
Participant. Unallocated gold delivered to the Trust in connection with
the creation of Creation Baskets will be exchanged by the Mint into
Sprott ESG Approved Gold as described in ``Exchange of Unallocated Gold
to Sprott ESG Approved Gold and Sprott ESG Approved Gold to Unallocated
Gold'' below; likewise, whenever there is a redemption of Creation
Units, the Mint will exchange Sprott ESG Approved Gold into unallocated
gold. All such conversions are on a 1:1 basis, that is, each ounce of
unallocated gold upon conversion will result in one ounce of Sprott ESG
Approved Gold, and vice versa. Fees incurred with the exchange will be
borne by the Sponsor, not the Trust.
    Creation Units may be created or redeemed only by Authorized
Participants. Orders must be placed by 3:59 p.m. Eastern Time
(``E.T.''). The day on which a Trust receives a valid purchase or
redemption order is the order date. An Authorized Participant will be
required to enter into a trading agreement with the Mint for purposes
of facilitating transfers of unallocated gold between the Trust and the
Authorized Participant.
    If an Authorized Participant places a creation order for a Creation
Unit, it will deliver unallocated gold to the Trust, and the Mint will
subsequently exchange the unallocated gold into an equal amount of
Sprott ESG Approved Gold. The Mint stores Sprott ESG Approved Gold for
the account of the Trust on an allocated basis (i.e., numbered gold
bars held in the Mint's nominated vaults are identified in the Mint's
records as belonging to the Trust). Generally, the Mint will also, from
time-to-time, on a temporary basis store unallocated physical gold
bullion under the following circumstances: (1) In connection with
transfers of gold to settle creations and redemptions of Creation
Units; (2) until additional Sprott ESG Approved Gold can be produced by
the Mint; (3) to the extent that the Trust holds gold in an amount less
than a whole bar; and (4) in connection with payment of expenses of the
Trust.
    Creation Units are only issued or redeemed on a day that the
Exchange is open for regular trading in an amount of gold determined by
the Administrator. Because Sprott ESG Approved Gold can be sourced by
the Mint only from a limited number of suppliers, from time-to-time, on
a temporary basis until additional Sprott ESG Approved Gold can be
produced by the Mint,\38\ the Trust will hold gold in unallocated form.
No Shares will be issued unless the Mint has received the corresponding
amount of unallocated gold from the Authorized Participant and
allocated it to the Trust's Unallocated Account.
---------------------------------------------------------------------------

    \38\ Currently, the Mint expects that the creation of new Sprott
ESG Approved Gold bars would take about five Business Days. See
footnote 26 and accompanying text, supra, discussing why the Sponsor
believes that a sufficient amount of raw material to create Sprott
ESG Approved Gold for the Trust exists and will exist in the future.
---------------------------------------------------------------------------

    According to the Registration Statement, Authorized Participants
may surrender Creation Units in exchange for the corresponding amount
of gold announced by the Transfer Agent. Generally, all gold delivered
to Authorized Participants in connection with such redemptions will be
in unallocated form. The Sponsor will instruct the Mint to exchange
Sprott ESG Approved Gold into unallocated gold using the procedure
described above if the Trust does not have sufficient unallocated gold
to meet a redemption request. Upon the surrender of such Shares and the
payment of the Transfer Agent's applicable fee and of any expenses,
taxes or charges, the Transfer Agent will deliver to the order of the
redeeming Authorized Participant the amount of unallocated gold
corresponding to the redeemed Creation Units to such Authorized
Participant's account at a London Gold Clearing Bank. Shares can only
be surrendered for redemption in Creation Units of 25,000 Shares each.
    Before surrendering Creation Units for redemption, an Authorized
Participant must deliver to the Trustee a written request indicating
the number of Creation Units it intends to redeem. The date the Trustee
receives that order determines the amount of unallocated gold to be
received in exchange. However, orders received by the Trustee after
3:59 p.m. E.T. will be rejected.
    The redemption distribution from the Trust will consist of a
delivery of unallocated gold to the redeeming Authorized Participant's
account at a London Gold Clearing Bank representing the amount of the
unallocated gold held by the Trust evidenced by the Shares being
redeemed as of the date of the redemption order.
Exchange of Unallocated Gold to Sprott ESG Approved Gold and Sprott ESG
Approved Gold to Unallocated Gold
    Creations and redemptions of Creation Units will be settled in
unallocated gold, meaning that if an Authorized Participant places a
creation order for a Creation Unit, it will deliver unallocated gold to
the Trust, which will be held in the Trust's Unallocated Gold Account.
The Mint will subsequently exchange the unallocated gold into an equal
amount of Sprott ESG Approved Gold as described in ``How Sprott ESG
Approved Gold Will be Created for the Trust'' above upon receipt of
instructions from the Sponsor on behalf of the Trust to do so. Once
exchanged into bars of Sprott ESG Approved Gold, the Mint stores such
gold for account of the Trust on an allocated basis (i.e., numbered
gold bars held in the Mint's nominated vaults are identified in the
Mint's records as belonging to the Trust).
    The Mint expects that it will be able to produce Sprott ESG
Approved Gold within approximately five Business Days following the
receipt of completed conversion request by the Sponsor on behalf of the
Trust to exchange unallocated gold into Sprott ESG Approved Gold,
subject to production capacity, availability and size requirements. The
Business Day on which the conversion is to occur will be confirmed to
the Sponsor in writing by the Mint. The Mint will issue a receipt of
deposit of the bars of Sprott ESG Approved Gold to the Trust's
Allocated Gold Account on the Business Day the production of all Sprott
ESG Approved Gold underlying a conversion request form is completed and
the Sprott ESG Approved Gold has been delivered to the Trust's
Allocated Gold Account.

    Like creations, redemptions of Creation Units will be settled in
unallocated gold. If there is not sufficient unallocated gold in the
Trust's Unallocated Gold Account, the Mint will exchange Sprott ESG
Approved Gold for an equal amount of unallocated gold upon the receipt
of proper instructions from the Sponsor to exchange an amount of Sprott
ESG Approved Gold from the Trust's Allocated Account and deposit an
equal amount of unallocated gold into the Trust's Unallocated Account.
The Sponsor will make such exchange requests based on its determination
of the Trust's needs for unallocated gold to meet redemption requests
and to pay expenses. The written exchange request must specify the
Sprott ESG Approved Gold to be exchanged, including, for each bar to be
exchanged, the bar number, the weight in fine and gross troy ounces and
the assay characteristics. Exchanges of Sprott ESG Approved Gold into
unallocated gold will be processed within one (1) Business Day from
reception of proper and complete instructions in writing and will be
confirmed by the Mint by facsimile or email on the day the exchange is
completed. The Mint will issue a confirmation of a completed exchange
by facsimile or by email on the Business Day that the exchange is
completed.
    All exchanges of unallocated gold to Sprott ESG Approved Gold and
from Sprott ESG Approved Gold to unallocated gold are on a 1:1 basis,
that is, each ounce of unallocated gold upon conversion will result in
one ounce of Sprott ESG Approved Gold, and vice versa. Fees incurred
with the exchange will included in the Sponsor's fee.
Net Asset Value
    The NAV of the Trust will be calculated by subtracting the Trust's
expenses and liabilities on any day from the value of the gold (in
whatever form) and cash (if any) owned by the Trust on that day; the
NAV per Share will be obtained by dividing the NAV of the Trust on a
given day by the number of Shares outstanding on that day.\39\
---------------------------------------------------------------------------

    \39\ The Trust will be responsible for the Sponsor's fee and the
fees and expenses that are not contractually assumed by the Sponsor,
including but not limited to taxes and governmental charges,
expenses related to extraordinary services performed by the Sponsor
or other service provider of the Trust, and litigation and
indemnification obligations of the Trust. The Trust only invests in
gold, but may have other assets on its balance sheet from time to
time such as cash on a temporary basis or a receivable that is
incidental to the operations of the Trust (for example, a receivable
created as a result of a fee waiver from the Sponsor).
---------------------------------------------------------------------------

    On each day on which the Exchange is open for regular trading, the
Administrator will determine the NAV as promptly as practicable after
4:00 p.m. E.T. The Administrator will value the Trust's gold,
regardless of whether it is in the form of allocated Sprott ESG
Approved Gold or unallocated gold, on the basis of LBMA Gold Price PM.
If the Sponsor deems it necessary, the Sponsor and the Administrator
may agree to use a widely recognized pricing service for purposes of
ascertaining the price of gold to use when calculating the NAV. The NAV
per Share will be calculated by taking the current price of the Trust's
total assets, subtracting any liabilities, and dividing by the total
number of Shares outstanding.
    Authorized Participants will not receive from the Sponsor, the
Trust or any affiliates any fee or other compensation in connection
with the offering of the Shares.
Availability of Information Regarding Gold
    Currently, the Consolidated Tape Plan does not provide for
dissemination of the spot price of a commodity such as gold over the
Consolidated Tape. However, there will be disseminated over the
Consolidated Tape the last sale price for the Shares, as is the case
for all equity securities traded on the Exchange (including exchange-
traded funds). In addition, there is a considerable amount of
information about gold and gold markets available on public websites
and through professional and subscription services.
    Investors may obtain gold pricing information on a 24-hour basis
based on the spot price for an ounce of gold from various financial
information service providers, such as Reuters and Bloomberg.
    Reuters and Bloomberg, for example, provide at no charge on their
websites delayed information regarding the spot price of gold and last
sale prices of gold futures, as well as information about news and
developments in the gold market. Reuters and Bloomberg also offer a
professional service to subscribers for a fee that provides information
on gold prices directly from market participants. Complete 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 held
by the Trust (regardless of whether it is in the form of allocated
Sprott ESG Approved Gold or unallocated gold) and a price of gold
derived from updated bids and offers indicative of the spot price of
gold.\40\ The NAV of the Trust will be published on each Business Day
and will be posted on the Trust's website.
---------------------------------------------------------------------------

    \40\ The IIV on a per Share basis disseminated during the Core
Trading Session should not be viewed as a real-time update of the
NAV, which is calculated once a day.
---------------------------------------------------------------------------

    The website for the Trust (https://sprott.com/investment-strategies/physical-bullion-trusts) will contain the following
information, on a per Share basis, for the Trust: (a) The mid-point of
the bid-ask price \41\ at the close of trading (``Bid/Ask Price''), and
a calculation of the premium or discount of such price against such
NAV; and (b) data in chart format displaying the frequency distribution
of discounts and premiums of the Bid/Ask Price against the NAV, within
appropriate ranges, for each of the four previous calendar quarters.
The website for the Trust will also provide the Trust's prospectus as
well as the two most recent reports to shareholders. The daily holdings
of the Trust's unallocated gold and Sprott ESG Approved Gold will be
available on the Trust's website before 9:30 a.m. E.T. each Business
Day. Finally, the Trust's website will be updated once daily to provide
the last sale price of the Shares as traded in the U.S. market at the
end of regular trading. In addition, information regarding market price
and trading volume of the Shares will be continually available on a
real-time basis throughout the day on brokers' computer screens and
other electronic services. Information regarding the previous day's
closing price and trading volume information for the Shares will be
published daily in the financial section of newspapers.
---------------------------------------------------------------------------

    \41\ The bid-ask price of the Shares will be determined using
the highest bid and lowest offer on the Consolidated Tape as of the
time of calculation of the closing day NAV.
---------------------------------------------------------------------------

    The Trust will maintain, on its website, current lists of the ESG
Criteria, and Sprott ESG Approved Mines and Sprott ESG Approved Mining
Companies from which the Trust sources its Sprott ESG Approved Gold.
The Trust anticipates that Sprott ESG Approved Mines and Sprott ESG

Approved Mining Companies may be added or removed from such lists over
time based on, among other things, whether such Sprott ESG Approved
Mines and Sprott ESG Approved Mining Companies meet the evolving ESG
Criteria and whether they are Mint Approved Mines. The Trust will
update the information on its website promptly after any change to the
ESG Criteria, Sprott ESG Approved Mines or Sprott ESG Approved Mining
Companies.
Criteria for Initial and Continued Listing
    The Trust will be subject to the criteria in NYSE Arca Rule 8.201-
E(e) for initial and continued listing of the Shares.
    A minimum of two Creation Units or 100,000 Shares will be required
to be outstanding at the start of trading, which is equivalent to
20,000 fine ounces of gold or about $36,527,000 as of February 9, 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 Trust subject to the Exchange's existing rules
governing the trading of equity securities. Trading in the Shares on
the Exchange will occur in accordance with NYSE Arca Rule 7.34-E(a).
The Exchange has appropriate rules to facilitate transactions in the
Shares during all trading sessions. As provided in NYSE Arca Rule 7.6-
E, Commentary .03, the minimum price variation (``MPV'') for quoting
and entry of orders in equity securities traded on the NYSE Arca
Marketplace is $0.01, with the exception of securities that are priced
less than $1.00 for which the MPV for order entry is $0.0001.
    Further, NYSE Arca Rule 8.201-E sets forth certain restrictions on
ETP Holders acting as registered Market Makers in the Shares to
facilitate surveillance. Under NYSE Arca Rule 8.201-E(g), an ETP Holder
acting as a registered Market Maker in the Shares is required to
provide the Exchange with information relating to its trading in the
underlying gold, any related futures or options on futures, or any
other related derivatives. Commentary .04 of NYSE Arca Rule 11.3-E
requires an ETP Holder acting as a registered Market Maker, and its
affiliates, in the Shares to establish, maintain and enforce written
policies and procedures reasonably designed to prevent the misuse of
any material nonpublic information with respect to such products, any
components of the related products, any physical asset or commodity
underlying the product, applicable currencies, underlying indexes,
related futures or options on futures, and any related derivative
instruments (including the Shares).
    As a general matter, the Exchange has regulatory jurisdiction over
its ETP Holders and their associated persons, which include any person
or entity controlling an ETP Holder. To the extent the Exchange may be
found to lack jurisdiction over a subsidiary or affiliate of an ETP
Holder that does business only in commodities or futures contracts, the
Exchange could obtain information regarding the activities of such
subsidiary or affiliate through surveillance sharing agreements with
regulatory organizations of which such subsidiary or affiliate is a
member.
    With respect to trading halts, the Exchange may consider all
relevant factors in exercising its discretion to halt or suspend
trading in the Shares. Trading on the Exchange in the Shares may be
halted because of market conditions or for reasons that, in the view of
the Exchange, make trading in the Shares inadvisable. These may
include: (1) The extent to which conditions in the underlying gold
market have caused disruptions and/or lack of trading, or (2) whether
other unusual conditions or circumstances detrimental to the
maintenance of a fair and orderly market are present. In addition,
trading in Shares will be subject to trading halts caused by
extraordinary market volatility pursuant to the Exchange's ``circuit
breaker'' rule.\42\ The Exchange will halt trading in the Shares if the
NAV of the Trust is not calculated or disseminated daily. The Exchange
may halt trading during the day in which an interruption occurs to the
dissemination of the IIV, as described above. If the interruption to
the dissemination of the IIV persists past the trading day in which it
occurs, the Exchange will halt trading no later than the beginning of
the trading day following the interruption.
---------------------------------------------------------------------------

    \42\ See NYSE Arca Rule 7.12-E.
---------------------------------------------------------------------------

Surveillance
    The Exchange represents that trading in the Shares will be subject
to the existing trading surveillances administered by the Exchange, as
well as cross-market surveillances administered by the Financial
Industry Regulatory Authority (``FINRA'') on behalf of the Exchange,
which are designed to detect violations of Exchange rules and
applicable federal securities laws.\43\ 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.
---------------------------------------------------------------------------

    \43\ FINRA 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.
---------------------------------------------------------------------------

    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.\44\
---------------------------------------------------------------------------

    \44\ For a list of the current members of ISG, see
www.isgportal.org.
---------------------------------------------------------------------------

    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 Trust on the Exchange.
    The issuer has represented to the Exchange that it will advise the
Exchange of any failure by the Trust to

comply with the continued listing requirements, and, pursuant to its
obligations under Section 19(g)(1) of the Act, the Exchange will
monitor for compliance with the continued listing requirements. If the
Trust is not in compliance with the applicable listing requirements,
the Exchange will commence delisting procedures under NYSE Arca Rule
5.5-E(m).
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 Trust. The Exchange notes that
investors purchasing Shares directly from the Trust will receive a
prospectus. ETP Holders purchasing Shares from the Trust for resale to
investors will deliver a prospectus to such investors. In addition, the
Information Bulletin will reference that the Trust is subject to
various fees and expenses as will be described in the Registration
Statement. The Information Bulletin will also reference the fact that
there is no regulated source of last sale information regarding
physical gold, that the Commission has no jurisdiction over the trading
of gold as a physical commodity, and that the CFTC has regulatory
jurisdiction over the trading of gold futures contracts and options on
gold futures contracts. The Information Bulletin will also discuss any
relief, if granted, by the Commission or the staff from any rules under
the Act.
2. Statutory Basis
    The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(5) \45\ 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.
---------------------------------------------------------------------------

    \45\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Exchange believes that the proposed rule change is designed to
prevent fraudulent and manipulative acts and practices in that the
Shares will be listed and traded on the Exchange pursuant to the
initial and continued listing criteria in NYSE Arca Rule 8.201-E. The
Exchange has in place surveillance procedures that are adequate to
properly monitor trading in the Shares in all trading sessions and to
deter and detect violations of Exchange rules and applicable federal
securities laws. The Exchange may obtain information via ISG from other
exchanges that are members of ISG or with which the Exchange has
entered into a comprehensive surveillance sharing agreement.
    The proposed rule change is designed to promote just and equitable
principles of trade and to protect investors and the public interest in
that there is a considerable amount of gold price and gold market
information available on public websites and through professional and
subscription services. Investors may obtain on a 24-hour basis gold
pricing information based on the spot price for an ounce of gold from
various financial information service providers. Investors may obtain
gold pricing information based on the spot price for an ounce of gold
from various financial information service providers. Current spot
prices also are generally available with bid/ask spreads from gold
bullion dealers. In addition, the Trust's website will provide pricing
information for gold spot prices and the Shares. Market prices for the
Shares will be available from a variety of sources including brokerage
firms, information websites and other information service providers.
The NAV of the Trust will be published by the Sponsor on each day that
the NYSE Arca is open for regular trading and will be posted on the
Trust's website. The IIV relating to the Shares will be widely
disseminated by one or more major market data vendors at least every 15
seconds during the Core Trading Session. In addition, the LBMA Gold
Price is publicly available at no charge at www.lbma.org.uk. The
Trust's website will also provide the Trust's prospectus, as well as
the two most recent reports to shareholders, and lists of the Trust's
ESG Criteria, Sprott ESG Approved Mines and Sprott ESG Approved Mining
Companies from which the Trust will source its Sprott ESG Approved
Gold. In addition, information regarding market price and trading
volume of the Shares will be continually available on a real-time basis
throughout the day on brokers' computer screens and other electronic
services. Information regarding the previous day's closing price and
trading volume information for the Shares will be published daily in
the financial section of newspapers.
    The proposed rule change is designed to perfect the mechanism of a
free and open market and, in general, to protect investors and the
public interest in that it will facilitate the listing and trading of
an additional type of exchange-traded product that will enhance
competition among market participants, to the benefit of investors and
the marketplace. As noted above, the Exchange has in place surveillance
procedures relating to trading in the Shares and may obtain information
via ISG from other exchanges that are members of ISG or with which the
Exchange has entered into a comprehensive surveillance sharing
agreement. In addition, as noted above, investors will have ready
access to information regarding gold pricing.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange believes the
proposed rule change will enhance competition by accommodating Exchange
trading of an additional exchange-traded product relating to physical
gold.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

III. 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.\46\ 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,\47\ 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.
---------------------------------------------------------------------------

    \46\ 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).
    \47\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    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 Trust will
be published by the Sponsor on each day that the NYSE Arca is open for
regular trading and will be posted on the Trust's website. The IIV
relating to the Shares will be widely disseminated by one or more major
market data vendors at least every 15 seconds during the Core Trading
Session. The IIV will be calculated based on the amount of gold held by
the Trust (regardless of whether it is in the form of allocated Sprott
ESG Approved Gold or unallocated gold) and a price of gold derived from
updated bids and offers indicative of the spot price of gold. Based on
the information provided by the Exchange, the Commission believes that
there is no separate market for Sprott ESG Approved Gold. Sprott ESG
Approved Gold will be physically indistinguishable from LBMA London
Good Delivery gold. All gold held by the Trust, whether Sprott ESG
Approved Gold or unallocated gold, will be valued the same and will be
determined by the p.m. price of gold expressed in U.S. dollars, as
published by the LBMA. Sprott ESG Approved Gold will meet the London
Good Delivery standards, and unallocated gold held by the Trust
consists of a pool of London Good Delivery gold bars. The LBMA Gold
Price is publicly available at no charge at www.lbma.org.uk.
    Additionally, the website for the Trust (https://sprott.com/investment-strategies/physical-bullion-trusts) will contain the
following information, on a per Share basis, for the Trust: (a) The
mid-point of the bid-ask price \48\ at the close of trading (``Bid/Ask
Price''), and a calculation of the premium or discount of such price
against such NAV; and (b) data in chart format displaying the frequency
distribution of discounts and premiums of the Bid/Ask Price against the
NAV, within appropriate ranges, for each of the four previous calendar
quarters. The website for the Trust will also provide the Trust's
prospectus as well as the two most recent reports to shareholders.
---------------------------------------------------------------------------

    \48\ The bid-ask price of the Shares will be determined using
the highest bid and lowest offer on the Consolidated Tape as of the
time of calculation of the closing day NAV.
---------------------------------------------------------------------------

    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 Trust's
website will be updated once daily to provide the last sale price of
the Shares as traded in the U.S. market at the end of regular trading.
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.\49\
---------------------------------------------------------------------------

    \49\ As 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.
---------------------------------------------------------------------------

    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 Trust 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).\50\
---------------------------------------------------------------------------

    \50\ The 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.
---------------------------------------------------------------------------

    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,\51\ because the Shares will be subject

to the Exchange's and other rules below. Specifically:
---------------------------------------------------------------------------

    \51\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    (1) The Trust 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.\52\ 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.
---------------------------------------------------------------------------

    \52\ FINRA 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.
---------------------------------------------------------------------------

    (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 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 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 Trust will receive a prospectus. ETP Holders
purchasing Shares from the Trust for resale to investors will deliver a
prospectus to such investors. In addition, the Information Bulletin
will reference that the Trust is subject to various fees and expenses
as will be described in the Registration Statement. The Information
Bulletin will also reference the fact that there is no regulated source
of last sale information regarding physical gold, that the Commission
has no jurisdiction over the trading of gold as a physical commodity,
and that the CFTC has regulatory jurisdiction over the trading of gold
futures contracts and options on gold futures contracts. The
Information Bulletin will also discuss any relief, if granted, by the
Commission or the staff from any rules under the Act.
    (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 Trust on
the Exchange.
    The issuer must notify the Exchange of any failure by the Trust to
comply with the continued listing requirements. Pursuant to its
obligations under Section 19(g)(1) of the Act, the Exchange will
monitor \53\ 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).
---------------------------------------------------------------------------

    \53\ The 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.
---------------------------------------------------------------------------

    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 \54\ and the rules and regulations
thereunder applicable to a national securities exchange.
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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 [email protected]. Please include
File Number SR-NYSEArca-2021-65 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSEArca-2021-65. This
file number should be included on the

subject line if email is used. To help the Commission process and
review your comments more efficiently, please use only one method. The
Commission will post all comments on the Commission's internet website
(http://www.sec.gov/rules/sro.shtml). Copies of the submission, all
subsequent amendments, all written statements with respect to the
proposed rule change that are filed with the Commission, and all
written communications relating to the proposed rule change between the
Commission and any person, other than those that may be withheld from
the public in accordance with the provisions of 5 U.S.C. 552, will be
available for website viewing and printing in the Commission's Public
Reference Room, 100 F Street NE, Washington, DC 20549 on official
business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of
the filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change. Persons submitting comments are cautioned that we do
not redact or edit personal identifying information from comment
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
NYSEArca-2021-65 and should be submitted on or before April 21, 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 went into greater detail
with respect to characteristics of unallocated gold, Sprott ESG
Approved Gold, and ESG Criteria, as well as valuation of the Trust's
gold. Amendment No. 1 explained how Sprott ESG Approved Gold will be
created for the Trust, as well as the process of the exchange or
conversion of the types of gold held by the Trust, and how this occurs
during creations and redemptions. Further, Amendment No. 1 represented
that there is no separate market for Sprott ESG Approved Gold, there is
no industry standard for ESG factors that apply to gold production and
the value of the gold held by the Trust, whether allocated Sprott ESG
Approved Gold or unallocated gold, will be determined by the LBMA Gold
Price PM. Amendment No. 1 made additional representations, including
regarding the Information Bulletin. 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 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,\55\ to approve the
proposed rule change, as modified by Amendment No. 1, on an accelerated
basis.
---------------------------------------------------------------------------

    \55\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\56\ that the proposed rule change (SR-NYSEArca-2021-65), as
modified by Amendment No. 1, be, and it hereby is, approved on an
accelerated basis.
---------------------------------------------------------------------------

    \56\ Id.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\57\
---------------------------------------------------------------------------

    \57\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-06752 Filed 3-30-22; 8:45 am]
BILLING CODE 8011-01-P