What changed in this filing

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Item 9A. Controls and Procedures

2023-03-02 compared with 2022-03-07 · 84 added, 69 removed, 307 unchanged (33% of the section changed)

2 unchanged sentences

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of such duly authorized officers of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e),

as of December 31, 2021.

Based on this evaluation, the duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers concluded that the Trust’s disclosure controls and procedures were effective as of December 31, 2022.

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Management’s Report on Internal Control over Financial Reporting

The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f)

and 15d-15(f).

The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f).

The Trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

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The duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2022.

In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in Internal Control—Integrated Framework (2013).

Their assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.

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The following persons, who are officers of the Sponsor, perform certain functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by them.

Michael Crinieri

, 56, has served as the global head of Exchange Traded Funds within the Sponsor since 2014 and performs the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Executive Officer.

Michael Crinieri , 56, has served as the global head of Exchange Traded Funds within the Sponsor since 2014 and performs the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Executive Officer.

Prior to this role, he headed the global ETF business in the Securities Division of Goldman Sachs & Co.

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Crinieri worked for ten years at Morgan Stanley, where he held various positions across ETF trading, marketing and product development.

Joseph DiMaria

, 53, has served as a Managing Director of the Sponsor and has managed the Goldman Sachs Fund Controllers team since 2015 and performs the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Financial Officer and Principal Accounting Officer.

Joseph DiMaria , 53, has served as a Managing Director of the Sponsor and has managed the Goldman Sachs Fund Controllers team since 2015 and performs the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Financial Officer and Principal Accounting Officer.

He currently serves as the principal financial officer, treasurer and principal accounting officer of the Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs Trust II, Goldman Sachs ETF Trust, Goldman Sachs MLP and Energy Renaissance Fund and Goldman Sachs Real Estate Diversified Income Fund.

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Audit-related fees

The table below summarizes the aggregate fees for services performed by KPMG LLP, as applicable, for the year ended December 31, 2020 was:

Audit-related fees

and review of financial statements included in the Forms 10-Q,

and for services that are normally provided by the accountants in connection with regulatory filings or engagements.

In the table above, in accordance with the SEC’s definitions and rules, Audit fees are fees paid to accountants for professional services for the audit of the Trust’s financial statements included in the Form 10-K and review of financial statements included in the Forms 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements.

Audit-related fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s financial statements.

Policies and Procedures

As referenced in Item 10 above, the Trust has no board of directors, and as a result, has no audit committee or pre-approval

policy with respect to fees paid to its principal accounting firm.

Pre-Approved Policies and Procedures

As referenced in Item 10 above, the Trust has no board of directors, and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm.

Such determinations are made by the Sponsor.

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Financial Statements

See Index to Financial Statements on Page F-1

for a list of the financial statements being filed herein.

See Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein.

Financial Statement Schedules

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Consent of PricewaterhouseCoopers LLP

Exhibit Description

Certifications of the Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022

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Amendment to License Agreement (incorporated by reference from Exhibit 99.4 to the Form 8-K filed on December 14, 2020)

Inline XBRL Instance Document-the

instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit Description

Inline XBRL Taxonomy Extension Definition Linkbase Document

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Filed herewith.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned*, thereunto duly authorized.

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Joseph DiMaria

Managing Director (Principal Financial and Accounting Officer)

Managing Director

(Principal Financial and Accounting Officer)

March 2, 2023

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Statements of Changes in Net Assets for the Year Ended December 31, 2022 and 2021

Statements of Cash Flow for the Year Ended December 31, 2022 and 2021

Financial Highlights for the Year Ended December 31, 2022 and 2021

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Report of Independent Registered Public Accounting Firm

To the Sponsor and Shareholders of Goldman Sachs Physical Gold E

To the Sponsor and Shareholders of Goldman Sachs Physical Gold ETF

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Goldman Sachs Physical Gold ETF (the “Trust”) as of December 31, 2021 and December 31, 2020 and the related statements of operations and changes in net assets for the years then ended, including the related notes, and the financial highlights (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2021 and December 31, 2020 and the results of its operations, changes in its net assets, and the financial highlights for each of the two years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Goldman Sachs Physical Gold ETF (the “Trust”) as of December 31, 2022 and December 31, 2021 and the related statements of operations, changes in net assets and cash flows for the years then ended, including the related notes, and the financial highlights (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2022 and December 31, 2021 and the results of its operations, changes in its net assets, cash flows, and the financial highlights for each of the two years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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Boston, Massachusetts

March 2, 2023

We have served as the Trust’s auditor since 2020.

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December 31, 2021

Investment in gold, at fair value (cost $ 408,696,923 and $ 430,705,448

, respectively)

Investment in gold, at fair value (cost $ 449,702,252 and $ 408,696,923 , respectively)

Sponsor fee payable

Total liabilities

Shares issued and outstanding ( unli mi ted number of shares authorized, no par value)

Shares issued and outstanding ( unli m ited number of shares authorized, no par value)

Net asset value per Share

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Statements of Operations

ended December

Total expenses

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Statements of Changes in Net Assets

Net Assets, beginning of period

ended December

ended December 31,

Net Assets, beginning of year

( 485,943,368

( 146,246,592

Net creations (redemptions)

1 unchanged sentence

Net realized gain

Net change in unrealized appreciation (depreciation) investments in gold

Net Assets, end of period

Net change in unrealized depreciation investments in gold

Net Assets, end of year

See notes to financial statements.

Goldman Sachs Physical Gold ETF

Statements of Cash Flows

ended December

Cash Flows from Operating Activities:

Proceeds from gold bullion sold to pay expenses

Expenses – Sponsor’s fee paid

Net cash provided by operating activities

Increase (decrease) in cash

Cash, beginning of period

Cash, end of period

Reconciliation of Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used in) Operating Activities:

Net decrease in net assets resulting from operations

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:

Proceeds from gold bullion sold to pay expenses

Net realized gain (loss)

Net change in unrealized appreciation (depreciation) on investment in gold

Change in operating assets and liabilities:

Sponsor’s fee payable

Net cash provided by (used in) operating activities

Supplemental disclosure of non-cash

Gold bullion contributed for Shares issued

Gold bullion distributed for Shares redeemed

( 485,943,368

( 146,246,592

See notes to financial statements.

Goldman Sachs Physical Gold ETF

Financial Highlights

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The Trust issues Goldman Sachs Physical Gold ETF Shares (the “Shares”), which represent units of fractional undivided beneficial interest in the Trust.

The Trust commenced operations on July 26, 2018 .

The Sponsor of the Trust is Goldman Sachs Asset Management, L.P., a Delaware limited partnership.

4 unchanged sentences

administration of the Trust, including keeping the Trust’s operational records.

JPMorgan Chase Bank, N.A.

(the “Custodian”) serves as the Custodian for the Trust’s gold bullion.

JPMorgan Chase Bank, N.A., London branch (the “Custodian”) serves as the Custodian for the Trust’s gold bullion.

The Custodian is responsible for holding the Trust’s gold, as well as receiving and converting allocated and unallocated gold on behalf of the Trust.

Physical gold that the Trust holds consists of gold bullion that meets the specifications for “good delivery” gold bars (“London Good Delivery Standards”), including the specifications for weight, dimension, fineness (or purity), identifying marks and appearance of gold bars, set forth in the good delivery rules promulgated by the London Bullion Market Association (“LBMA”).

The Trust issues the Shares in blocks of at least 25,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers or other securities market participants (the “Authorized Participants”), which is then allocated as physical gold and stored by the Custodian.

The Trust issues Shares in blocks of at least 25,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers or other securities market participants (the “Authorized Participants”), which is then allocated as physical gold and stored by the Custodian.

The Trust issues and redeems Baskets on an ongoing basis at net asset value (“NAV” or “Net Asset Value”) to and from Authorized Participants who have entered into a contract with the Sponsor and the Trustee.

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LLC has signed an Authorized Participant Agreement with the Sponsor and the Trustee, and may create and redeem Baskets.

Prior to December 14, 2020, Gold Corporation (the “Prior Custodial Sponsor”) and Exchange Traded Concepts, LLC (the “Prior Administrative Sponsor” and, together with the Prior Custodial Sponsor, the “Prior Sponsors”) were the sponsors of the Trust.

The Prior Custodial Sponsor performed assaying of gold and other services relating to the safe custody of gold held by the Trust.

Apart from its service as Prior Custodial Sponsor, and pursuant to separate custodial agreements with the Trustee (defined below), Gold Corporation was responsible for holding the Trust’s gold as well as receiving and converting allocated and unallocated gold on behalf of the Trust.

The Prior Administrative Sponsor generally oversaw the performance of the Trustee and the Trust’s principal service providers.

Gold Corporation, trading as the Perth Mint, is a Western Australian Government-owned statutory body corporate established under the Gold Corporation Act 1987 (Western Australia) (the “Gold Corporation Act”).

Under section 22 of the Gold Corporation Act, the payment of the cash equivalent of gold due, payable and deliverable by the Prior Custodial Sponsor under the Gold Corporation Act (including gold held by the Prior Custodial Sponsor for the benefit of the Trust) was guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in right of the State of Western Australia (the “Government Guarantee”).

The Government Guarantee was subject to the claims-paying ability of the Government of Western Australia.

Virtu Financial BD LLC was the initial Authorized Participant and contributed 1,000 ounces of gold in exchange for 100,000 shares on July 24, 2018.

At contribution, the value of the gold deposited with the Trust was based on the price of an ounce of gold of $ 1,228.35 .

The Trust commenced operations on July 26, 2018 .

The Trust’s investment objective is for the Shares to reflect the performance of the price of gold less the expenses of the Trust’s operations.

The Trust is not actively-managed.

The Shares trade on the Cboe BZX

Exchange, Inc.

The Shares trade on the Cboe BZX Exchange, Inc.

(“Cboe BZX Exchange”) under the symbol “AAAU.” Effective February 3, 2022, the listing of the Trust was transferred from NYSE Arca to Cboe BZX Exchange.

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Basis of Presentation

The Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services-Investment Companies, and has concluded that solely for reporting purposes (and not for any other purpose), the Trust is classified as an Investment Company (as defined in ASC 946).

concluded that solely for reporting purposes (and not for any other purpose), the Trust is classified as an Investment Company (as defined in ASC 946).

The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act.

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ASC 820 provides guidance for determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction betw een m

arket participants at the measurement date.

On each business day that the Cboe BZX Exchange is open for regular trading, as promptly as practicable after 4:00 p.m.

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The Net Asset Value of the Trust is the aggregate value of gold and other assets, if any, of the Trust (other than any amounts credited to the Trust’s reserve account, if any) including cash, if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities.

All gold is valued based on its fine ounce content, calculated by multiplying the weight of gold by its purity.

The reserve account, if established, will be a separate non-interest

bearing account with the Trustee or such other banking institution specified by the Sponsor, or if the Sponsor fails so to specify, as selected by the Trustee, in the name, and for the benefit, of the Trust, subject only to draft or order by the Trustee acting pursuant to the terms of the Trust Agreement.

All gold is valued based on its fine troy ounce (“Fine Ounce”) content, calculated by multiplying the weight of gold by its purity.

The same methodology is applied independent of the type of gold held by the Trust;

similarly, the value of up to 430 fine ounces of unallocated gold the Trust may hold is calculated by multiplying the number of fine ounces with the price of gold determined by the Trustee.

similarly, the value of up to 430 Fine Ounce of unallocated gold the Trust may hold is calculated by multiplying the number of Fine Ounce with the price of gold determined by the Trustee.

The Trustee values the gold held by the Trust based on the LBMA Gold Price PM.

2 unchanged sentences

The price is set in U.S.

dollars per fine troy ounce (“fine ounce”).

dollars per Fine Ounce.

If no LBMA Gold Price PM is available for the required day, the Trustee uses the LBMA Gold Price AM.

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GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety.

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The Sponsor Fee accrues daily based on the prior business day’s Net Asset Value and is payable in cash from the Trust property or the sale of gold in accordance with the Trust Agreement.

With respect to the fees payable to the Prior Sponsors, which were payable in gold, such fees were subsequently measured at the fair value of gold accrued with any gain or loss recorded in the Statements of Operations.

Realized gains and losses result from the transfer of gold for share redemptions and are recognized on a trade date basis as the difference between the fair value and cost of gold transferred.

Realized gains and losses result from the transfer of gold for share redemptions and payment of Trust expenses and are recognized on a trade date basis as the difference between the fair value and cost of gold transferred.

The cost of gold is determined using the specific identification method.

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Generally, ownership of the gold is transferred within two business days of the trade date.

As of December 31, 2021 and December 31, 2020, the Trust did not have a gold receivable or payable outstanding .

Creations and Redemptions of Shares

2 unchanged sentences

Orders to create or redeem Baskets may be placed only by Authorized Participants.

To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Administrative Sponsor and the Trustee.

To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Sponsor and the Trustee.

The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the gold required for such creations and redemptions.

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A transaction fee of $ 500 will be assessed on all creation and redemption transactions and paid to the Trustee.

Authorized Participants who make deposits with the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation or inducement of any kind from either a Sponsor or the Trust, and no such person has any obligation or responsibility to a Sponsor or the Trust to affect any sale or resale of shares.

Authorized Participants who make deposits with the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation or inducement of any kind from either a Sponsor or the

Trust, and no such person has any obligation or responsibility to a Sponsor or the Trust to affect any sale or resale of shares.

Changes in the shares during the years ended December 31, 2022 and 2021 are:

3 unchanged sentences

Ending Share Balance

Organizational Costs

The costs of the Trust’s organization were borne directly by the Prior Custodial Sponsor.

The Trust is not obligated to reimburse the Prior Custodial Sponsor for these costs.

The Trust is classified as a “grantor trust” for United States federal income tax purposes.

3 unchanged sentences

INVESTMENT IN GOLD

The following represents the changes in ounces of gold and the respective fair value during the years ended December 31, 2021 and 2020:

The following represents the changes in ounces of gold and the respective fair value during the year ended December 31, 2022:

Balance at December 31, 2021

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Balance at December 31, 2022

The following represents the changes in ounces of gold and the respective fair value during the year ended December 31, 2021:

Balance at December 31, 2020

( 146,246,592

Net realized gain (loss) from gold bullion distributed for redemptions

5 unchanged sentences

A fee is paid to the Sponsor as compensation for services performed under the Trust Agreement.

In exchange for the Sponsor Fee, the Sponsor has agreed to assume and be responsible for the payment of the following expenses, up to the Fee Cap:

The Sponsor’s Fee is payable at an annualized rate of 0.18 % of the Trust’s Net Asset Value, accrued on a daily basis computed on the prior business day’s Net Asset Value and paid in cash monthly in arrears.

In exchange for the Sponsor

Fee, the Sponsor has agreed to assume and be responsible for the payment of the following expenses, up to the Fee Cap (as defined below):

fees for the Trustee’s ordinary services and reimbursement of its ordinary out-of-pocket

10 unchanged sentences

Extraordinary expenses shall include any fixing fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust.

The Fee Cap is a maximum amount equal to the greater of $ 500,000 per annum and the amount that is equal to 0.15 % total value of the gold held by the Trust, as determined by the Trustee on each business day, plus the value of all other assets of the Trust (other than any amount credited to the Trust’s reserve account), including cash, if any.

The Fee Cap is a maximum amount equal to the greater of $ 500,000 per annum and the amount that is equal to 0.15 % of the average total value of the gold held by the Trust, as determined by the Trustee on each business day, plus the value of all other assets of the Trust (other than any amount credited to the Trust’s reserve account), including cash, if any.

From time to time, the Sponsor may waive all or a portion of the Sponsor Fee at its discretion.

5 unchanged sentences

Several factors could affect the price of gold:

production and cost levels in major gold-producing countries, and new production projects;

(i) global gold supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries, and new production projects;

(ii) investors’ expectations regarding future inflation rates;

6 unchanged sentences

INDEMNIFICATION

Agreement provides that the Trustee, its directors, officers, employees, shareholders, agents and affiliates (as defined under the Securities Act of 1933, as amended) shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Trustee in furtherance of the administration of the Trust (including the Custody Agreement and any Authorized Participant Agreement, including the Trustee’s indemnification obligations under these agreements), or otherwise by reason of the Trustee’s acceptance or administration of the Trust to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of its obligations under the Trust Agreement or any such other agreement, or any actions taken in accordance with the provisions of this Agreement or any such other agreement, or (ii) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement or any such other agreement.

The Trust Agreement provides that the Trustee, its directors, officers, employees, shareholders, agents and affiliates (as defined under the Securities Act of 1933, as amended) shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Trustee in furtherance of the administration of the Trust (including the Custody Agreement and any Authorized Participant Agreement, including the Trustee’s indemnification obligations under these agreements), or otherwise by reason of the Trustee’s acceptance or administration of the Trust to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of its obligations under the

Trust Agreement or any such other agreement, or any actions taken in accordance with the provisions of this Agreement or any such other agreement, or (ii) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement or any such other agreement.

Each indemnified party shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with any services the Custodian may, directly or indirectly, separately offer or provide to any beneficial owner.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures