Mar. 09, 2022
RE: NYSE Arca Inc.’s Application to Convert Grayscale BTC Trust to ETF Dear SEC, I am writing to express my support of Grayscale's efforts to convert their Grayscale Bitcoin Trust (OTCQX: GBTC) to a Spot Bitcoin ETF. As an individual investor with access to global information via the internet, I am more than capable of performing my own due diligence. The outdated regulations that are meant to protect us "average" investors are now hindering our access to the investment opportunities that are only available to the already wealthy accredited investors. The average US citizen can "invest" in lotteries but is prevented from making their own decisions in regards to high-risk, high reward investments. Requiring Tokens to be registered as securities is the modern equivalent to the red flag traffic laws of the late 19th century. It slows down the automobile with little protection for the pedestrians. I wholeheartedly agree with the comments provided by the Blockchain Association on November 29, 2021 First, the 1940 Act was “intended to deter mismanagement of investment companies for the protection of investment company security holders.” The added investor protections for 1940 Act funds are designed and intended to protect investors against self-interested managers. This protection does not relate to the risk of fraud and manipulation in ETPs’ underlying spot markets. Funds registered under the Securities Act of 1933 and those registered under the 1940 Act provide the same protections for investors regarding fraud and manipulation in the ETPs’ underlying markets. Therefore, the Commission’s belief that the 1940 Act confers additional investor protections relevant to the requirements of Section 6(b)(5) has no basis in law. Second, both bitcoin’s futures markets and spot markets are well-established and well-regulated. The Commodity Futures Trading Commission (“CFTC”) has exercised its anti-manipulation and anti-fraud enforcement authority over bitcoin spot markets since 2014, three years longer than the CFTC has overseen bitcoin futures markets. Moreover, the CFTC’s regulation of designated contract markets and other venues where bitcoin futures contracts are traded does not address the prospect of fraud and manipulation in bitcoin spot markets, the very markets that determine the pricing of those futures contracts. Therefore, the Commission’s belief that futures ETPs and spot ETPs pose different levels of fraud and manipulation risk to investors is unfounded. Thank you for the opportunity to provide comments on this important matter. Sincerely, Khai Pham Individual Investor