Franklin Templeton Holdings Trust

Franklin Responsibly Sourced Gold ETF (FGDL)

What the Fund is

• A Delaware statutory trust that issues Shares representing ownership in a single series: the Franklin Responsibly Sourced Gold ETF (the Fund).
• Objective: provide Shares that reflect the price of gold bullion minus the Fund’s expenses.
• Asset base: gold bullion and cash; the Fund aims to hold only post-2012 LBMA London Good Delivery gold in its allocated account, with temporary deviations in unusual market conditions.
• Trading: Shares are listed on NYSE Arca under the symbol FGDL.
• Regulation: Not registered under the Investment Company Act of 1940; not a commodity pool under the CEA; not actively managed.

Fund structure and governance

• Sponsor: Franklin Holdings, LLC (Delaware LLC). Franklin Resources, Inc. is the ultimate parent of the Sponsor.
• Trustee: CSC Delaware Trust Company (a subsidiary of Corporation Service Company).
• Administrator and Transfer Agent: BNY Mellon Asset Servicing (a division of The Bank of New York Mellon).
• Gold Custodian: JPMorgan Chase Bank, N.A., London Branch.
• Marketing Agent: Franklin Distributors, LLC (affiliate of the Sponsor).
• Book-entry: DTC (The Depository Trust Company) serves as the depository; shares are issued in global certificates in custody via DTC.

Key operating features

• Creation and redemption occur only in Creation Units (50,000 Shares per Creation Unit).
• Only Authorized Participants may create or redeem Creation Units.
• Initial gold deposit for a Creation Unit: 669.488 ounces of gold, which declines over time as the Fund pays expenses.
• Creation/Redemption fee: $500 per Creation Unit order (fee applies per order and may be waived at the Sponsor’s discretion).
• Allocation versus custody:
  • Fund Unallocated Account: holds gold that is not segregated from the Custodian’s assets; unallocated deposits and transfers are used to facilitate creations, redemptions, and paying expenses.
  • Fund Allocated Account: specific bars allocated to the Fund; allocated gold is the Fund’s property and is segregated in the allocated account.
• Gold sourcing and compliance: the Fund intends to hold post-2012 LBMA-compliant gold; the Custodian must replace non-conforming gold and seek to replace pre-2012 gold with post-2012 gold when feasible.

Custodians and service providers

• Gold Custodian: JPMorgan is responsible for safekeeping and allocating specific bars to the Fund Allocated Account and may use sub-custodians.
• Cash Custodian and Administrator: BNY Mellon administers cash custody (if any), maintains records separating Fund assets, and acts as Transfer Agent.
• Trustee: CSC Delaware Trust Company performs trustee duties as defined in the governing documents.
• Marketing Agent: Franklin Distributors, LLC handles distribution activities as an affiliate of the Sponsor.

Valuation and pricing

• Net Asset Value (NAV) is calculated on days NYSE Arca is open by valuing gold bullion at the LBMA Gold Price PM (as published by IBA) and subtracting the Fund’s liabilities and expenses.
• LBMA Gold Price PM is determined by an electronic auction process at 3:00 p.m. London time; LBMA Gold Price AM/PM are published and used for NAV when applicable.
• NAV calculation: NAV = (Value of gold bullion + cash) – accrued expenses and liabilities; NAV per Share = NAV ÷ number of Shares outstanding.
• If the LBMA Gold Price PM is unavailable or deemed inappropriate, the Sponsor may determine an alternate basis for valuation.

Fees and expenses

• Sponsor fee: 0.15% of the Fund’s daily NAV (0.15% total annual expense ratio).
• The Sponsor agrees to bear ordinary expenses (Administrator, Custodian, Trustee, listing fees, SEC fees, etc.) and up to $500,000 per year in legal fees and certain other costs; extraordinary expenses remain the Fund’s responsibility.
• Routine operating expenses are paid by the Sponsor; the Fund generally sells gold to pay ongoing expenses.
• Organizational and offering costs are borne by the Sponsor.
• Creation Unit transactions incur a $500 fee per order; the Sponsor may change or waive such fees.

Business model and operations

• The Fund is passive and holds gold bullion and cash rather than income-producing securities.
• The Sponsor may sell gold to cover fees and expenses, which causes the amount of gold represented by each Share to decline over time.
• Ordinary operation depends on timely transfer of gold bullion to/from the Custodian and on the ability to create and redeem Creation Units via Authorized Participants.
• The Fund may suspend redemptions or creations in certain events (market closures, emergencies, or Sponsor-directed suspensions).

Shareholder rights and limitations

• Limited voting rights: Shareholders have no voting rights except as the Sponsor may authorize.
• Limited liability: An Inter-Series Limitation on Liability provides that debts of a particular series are enforceable only against that series’ assets.
• Redemption: Shares are redeemable only through Authorized Participants in Creation Units; individual shareholders generally redeem via their DTC broker/dealer channels.

Regulatory and risk disclosures

• The Fund is not a regulated commodity pool and is not under CFTC regulation as a commodity pool operator or adviser.
• The Fund is not a registered investment company under the 1940 Act; investors do not receive the protections afforded to registered investment companies.
• Key risks include market risk for gold, liquidity and tracking risk, operational and cybersecurity risks, custody risk (including potential loss or misdelivery of gold), pricing and valuation risk (reliance on the LBMA price), potential for creation/redemption disruptions, geopolitical and macroeconomic risks affecting gold prices, and potential conflicts of interest with the Sponsor.
• The Fund is not currently affected by material legal proceedings as of the latest filing.

Operational and product details (selected numbers)

• Creation Unit size: 50,000 Shares.
• Initial gold deposit per Creation Unit: 669.488 ounces.
• Creation/Redemption transaction fee: $500 per Creation Unit order.
• Annual Sponsor fee (expense ratio): 0.15%.
• Fund objective: reflect the price of gold bullion less expenses; assets are gold bullion and cash; the Fund aims to hold post-2012 LBMA gold where possible.
• Allocation policy: best efforts to allocate post-2012 gold; may temporarily hold pre-2012 gold in unusual market conditions.
• The Fund has no officers, directors, or employees; the Sponsor handles governance and management functions with assistance from the Administrator.