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Item 9A. Controls and Procedures

2024-03-07 compared with 2023-03-02 · 53 added, 41 removed, 350 unchanged (21% of the section changed)

20 unchanged sentences

Based on their assessment and those criteria, such 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 maintained effective internal control over financial reporting as of December 31, 2023.

This Annual Report does not include an attestation report of the registrant’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

This Annual Report does not include an attestation report of the registrant’s registered public accounting firm due to a an exemption established by rules of the SEC for a non-accelerated filer.

Other Information.

Not applicable.

(a) Not applicable.

(b) The Trust does not have any directors, officers or employees.

No 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, have adopted, modified or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933) for the fiscal year ended December 31, 2023.

Disclosure Regarding Foreign Jurisdiction that Prevents Inspections.

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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.

On March 1, 2024, Goldman Sachs Asset Management, L.P.

(the “Sponsor”), sponsor of Goldman Sachs Physical Gold ETF (the “Trust”), appointed Alyson Shupe, who is an officer of the Sponsor, to perform certain functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Executive Officer, effective March 1, 2024.

Alyson Shupe , 37, has served as a Managing Director and head of the Global Product Strategy Group for the Sponsor since 2023.

In this role, Ms.

Shupe is responsible for overseeing the development and prioritization of public markets products, including the launch of new products, as well as shaping and positioning the existing platform.

Prior to this role, Ms.

Shupe was head of Product Strategy for JP Morgan Asset Management’s US Advisor and Latin America client businesses, which she had led since 2018.

Before joining the Product Strategy team in 2011, Ms.

Shupe was an analyst in JP Morgan’s Global Private Bank.

Shupe earned a BBA in Finance, a BBA in Business Economics and a BA in Spanish from Ohio University in 2008.

Shupe replaces Michael Crinieri to perform the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Executive Officer, effective March 1, 2024.

Michael Crinieri , 56, served as the global head of Exchange Traded Funds within the Sponsor from 2014 to 2023 and performed 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.

32 unchanged sentences

Form of Certificate of Shares of the Trust (included as Exhibit A to the First Amended and Restated Depository Trust Agreement)

Description of the Shares of Goldman Sachs Physical Gold ETF Shares (incorporated by reference from Exhibit 4.5 to the Form 10-K filed on March 26, 2021)

Exhibit Description

Description of the Shares of Goldman Sachs Physical Gold ETF Shares (incorporated by reference from Exhibit 4.5 on the Form 10-K filed on March 26, 2021)

Allocated Gold Account Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on December 14, 2020)

5 unchanged sentences

Certifications of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023

Policy and Procedures Regarding Clawback Policy

Marketing Agent Services Agreement (incorporated by reference from Exhibit 99.2 to the Form 8-K filed on December 14, 2020)

3 unchanged sentences

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit Description

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

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Sponsor of Goldman Sachs Physical Gold ETF

/s/ Michael Crinieri

Michael Crinieri

Global Head of Exchange Traded Funds

/s/ Alyson Shupe

Head of Global Product Strategy Group

(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities* and on the dates indicated.

/s/ Michael Crinieri

Michael Crinieri

Global Head of Exchange Traded Funds (Principal Executive Officer)

/s/ Alyson Shupe

Head of Global Product Strategy Group

(Principal Executive Officer)

March 7, 2024

18 unchanged sentences

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, 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.

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Goldman Sachs Physical Gold ETF (the “Trust”) as of December 31, 2023 and 2022, 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 for the years then ended (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, 2023 and 2022, and the results of its operations, changes in its net assets, its cash flows, and the financial highlights for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

We determined there are no critical audit matters.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

March 2, 2023

We have served as the Trust’s auditor since 20 2

1 unchanged sentence

Statements of Assets and Liabilities

December 31, 2022

December 31, 2021

Investment in gold, at fair value (cost $ 594,100,397 and $ 449,702,252 , respectively)

Receivable for Trust shares sold

Payable for gold purchased

Sponsor fee payable

Total liabilities

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

Shares issued and outstanding ( unli

number of shares authorized, no par value)

Net asset value per Share

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Net realized and unrealized gain (loss) from operations

Net Income (Loss)

Net income (loss) per share

Net Increase (Decrease) in Net Assets resulting from operations

Net Increase (Decrease) in Net Assets resulting from operations per share

Average number of shares

10 unchanged sentences

Net realized gain

Net change in unrealized depreciation investments in gold

Net change in unrealized appreciation (depreciation) investments in gold

Net Assets, end of year

1 unchanged sentence

Goldman Sachs Physical Gold ETF

Statements of Cash Flows

Statement of Cash Flows

ended December 31,

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Increase (decrease) in cash

Cash, beginning of period

Cash, end of period

Cash, beginning of year

Cash, end of year

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

Net increase (

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:

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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 betw een m

arket 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 between market 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 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.

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.

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

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

10 unchanged sentences

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, 2023 and 2022 are:

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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):

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

7 unchanged sentences

routine legal fees and expenses associated with the ordinary course of the Trust’s operations;

and the expense of the first two examinations of the Custodian’s records relating to the unallocated account and the first two audits of the Physical Gold held in the allocated account during any fiscal year (with the expense of any further examination or audits during such fiscal year to be an expense of the Trust).

and the expense of the first two examinations of the Custodian’s records relating to the unallocated account and the first two audits of the Physical Gold held in the

allocated account during any fiscal year (with the expense of any further examination or audits during such fiscal year to be an expense of the Trust).

The Sponsor shall not be responsible for any other expenses, including litigation expenses associated with the Trust, taxes and other governmental charges (except and solely to the extent as may otherwise be agreed to in writing between the Sponsor and the Custodian), the Trustee’s expenses not reimbursed by the Sponsor pursuant to the Trust Agreement, indemnification of the Trustee or the Sponsor pursuant to the Trust Agreement, any expenses that are in excess of the Fee Cap, extraordinary expenses incurred on behalf of the Trust, and otherwise as set forth in the Trust Agreement.

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 % 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.

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.

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INDEMNIFICATION

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.

Such indemnities shall include payment from the Trust of the reasonable costs and expenses incurred by such indemnified party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent it may be ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because clause (i) or clause (ii) of the sentence preceding the prior sentence applied.

Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien on the Trust.

ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because clause (i) or clause (ii) of the sentence preceding the prior sentence applied.

Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien on

The Sponsor and its members, managers, directors, officers, employees, agents and affiliates 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 Sponsor in furtherance of the administration of the Trust (including Authorized Participant Agreements to which the Sponsor is a party, including the Sponsor’s indemnification obligations thereunder) or any actions taken in accordance with the provisions of the Trust Agreement, 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 the Trust 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.

4 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