Item 9A. Controls and Procedures
Item
9A. Controls and Procedures
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
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 Securities and Exchange Commission’s
rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer
of the Sponsor, and to the audit committee, as appropriate, to allow timely decisions regarding required disclosure.
Under
the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer 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) and 15d-15(e).
Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer of the Sponsor concluded that, as of June 30, 2022,
the Trust’s disclosure controls and procedures were effective.
There
have been no changes in the Trust’s or Sponsor’s internal control over financial reporting that occurred during the Trust’s
recently completed fiscal quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the
Trust’s or Sponsor’s internal control over financial reporting.
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 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. Internal control over financial reporting
includes those policies and procedures that:
(1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the Trust’s assets;
(2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that the Trust’s receipts and expenditures are being made only in accordance
with appropriate authorizations; and
(3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s
assets that could have a material effect on the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The
Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s
internal control over financial reporting as of June 30, 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) . 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. Based on their assessment and those criteria, the Chief Executive Officer and Chief
Financial Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of June 30,
2022.
35
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
Management of the Trust’s Sponsor and Shareholders of
GraniteShares
Gold Trust
Opinion
on Internal Control Over Financial Reporting
We
have audited GraniteShares Gold Trust’s (the Trust) internal control over financial reporting as of June 30, 2022, based on criteria
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting
as of June 30, 2022, based on the criteria established in Internal Control—Integrated Framework (2013) issued by COSO.
We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements
of assets and liabilities, including the schedules of investments, as of June 30, 2022 and 2021, and the related statements of operations,
changes in net assets, and the financial highlights for each of the years in the three-year period ended June 30, 2022, and the related
notes (collectively referred to as the financial statements) of the Trust, and our report dated August 12, 2022 expressed an unqualified
opinion.
Basis
for Opinion
The
Trust’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of
the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
Over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing
the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
Definition
and Limitations of Internal Control Over Financial Reporting
A
company’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 generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because
of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
TAIT,
WELLER & BAKER LLP
Philadelphia,
Pennsylvania
August
12, 2022
36
Item
9B. Other Information
Not
applicable.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
Trust does not have any directors, officers or employees. The creation and operation of the Trust has been arranged by the Sponsor. The
Sponsor is not governed by a board of directors. The principals and executive officers of the Sponsor are as follows:
William
Rhind has been the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the Sponsor
since its inception on January 6, 2017. Prior to forming the Sponsor and becoming its CEO and CFO, Mr. Rhind was the CEO of World Gold
Trust Services, LLC (“WGTS”) from September 2014 to February 2016. WGTS is the sponsor of SPDR® Gold Trust, the largest
gold fund in the world, and is a wholly-owned subsidiary of the World Gold Council, a market development organization for the gold industry.
Mr. Rhind also served as the Managing Director, Institutional Investment, of the World Gold Council from September 2013 to February 2016.
From March 2007 to September 2013, Mr. Rhind was employed by ETF Securities Ltd (“ETF Securities”), an independent exchange-traded
product provider, in a number of leadership roles, including as Managing Director from June 2009 to September 2013. In that role, Mr.
Rhind managed the company’s U.S. exchange traded fund business. Prior to joining ETF Securities, Mr. Rhind was a Principal for
the iShares unit of Barclays Global Investors. He began his career as an investment banking analyst at Nomura International in London.
Mr. Rhind earned a Bachelor of Arts in Modern Languages (French & Russian) and European Studies from the University of Bath in England.
Mr. Rhind is 43 years old.
Benoit
Autier has been the Chief Accounting Officer (“CAO”) and Head of Products of the Sponsor since its inception on January
6, 2017. Mr. Autier was previously the Head of Product Management for the World Gold Council from September 2015 to October 2016. From
January 2015 to September 2015, Mr. Autier was the President of ETF Securities Advisors, LLC, an affiliate of ETF Securities. As President,
Mr. Autier managed all aspects of implementation of ETF Securities’ platform for funds registered under the Investment Company
Act of 1940, as amended. Mr. Autier was also the Head of Product Management of ETF Securities from July 2005 to September 2015. Mr. Autier
designed and implemented operational processes for over 300 European and U.S. financial products in that role. Mr. Autier previously
was employed by Flow Traders, one of the leading market makers in Europe for exchange-traded commodities; by KPMG in Paris as a senior
consultant; and by the Ernst and Young Corporate Finance. Mr. Autier holds a Masters in Finance from London Business School. Mr. Autier
is 47 years old.
Item
11. Executive Compensation
The
Trust has no directors or executive officers. The only ordinary expense paid by the Trust is the Sponsor’s Fee.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial
Owners
The
Sponsor has no knowledge of any person being the direct or indirect beneficial owner of more than 5% of the Shares of the Trust.
Under
the Trust Agreement, Shareholders have no voting rights, except in limited circumstances. The Trustee may terminate the Trust upon the
agreement of Shareholders owning at least 75% of the outstanding Shares.
Security
Ownership of Management
Not
applicable.
Change
In Control
Neither
the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in control of the Trust.
Item
13. Certain Relationships and Related Transactions, and Director Independence
The
Trust has no directors or executive officers.
37
Item
14. Principal Accounting Fees and Services
Fees
for services performed by Tait, Weller & Baker LLP for the fiscal years ended June 30, 2022 and 2021 specifically:
June 30, 2022
June 30, 2021
Audit fees – Tait, Weller & Baker
$ 25,000
$ 25,000
$ 25,000
$ 25,000
Audit
Fees are fees paid by the Sponsor to Tait, Weller & Baker LLP 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 Form 10-Qs, and for services that are normally
provided by the accountants in connection with regulatory filings or engagements.
Pre-Approval
Policies and Procedures
As
referenced in Item 10 above, the Trust has no board of directors, and as a result, has no pre-approval policies or procedures with respect
to fees paid to Tait, Weller & Baker LLP. Such determinations are made by the Sponsor.
PART
IV
Item
15. Exhibits, Financial Statement Schedules
1.
Financial Statements
See
Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein.
2.
Financial Statement Schedules
Schedules
have been omitted since they are either not required, not applicable, or the information has otherwise been included.
3.
Exhibits
Exhibit
No.
Description
4.1
Depositary Trust Agreement between GraniteShares LLC, as sponsor, and The Bank of New York Mellon, as trustee(1)
4.2
Form of Authorized Participant Agreement(2)
4.3
Form of Certificate of Shares of the Trust (included as Exhibit A to the Depositary Trust Agreement)(1)
10.1
Allocated Gold Account Agreement(1)
10.2
Unallocated Gold Account Agreement(1)
10.3
Marketing Agent Services Agreement between GraniteShares LLC and ALPS Distributors, Inc.(3)
10.4
License Agreement between The Bank of New York Mellon and GraniteShares LLC(1)
31.1
Chief Executive Officer and Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
Chief Accounting Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
Chief
Executive Officer and Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*
32.2
Chief Accounting Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS
Inline
XBRL Instance Document
101.SCH
Inline XBRL
Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Extension Calculation Document
101.DEF
Inline
XBRL Taxonomy Extension Definitions Document
101.LAB
InlineXBRL
Taxonomy Extension Labels Document
101.PRE
Inline
XBRL Taxonomy Extension Presentation Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
(1)
Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (333-219319), filed on August 25, 2017 and
incorporated by reference herein.
(2)
Previously filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (333-219319), filed on July 17, 2017 and
incorporated by reference herein.
(3)
Previously filed as an exhibit to the Registrant’s Registration Statement on Form 8-K (333-219319), filed on December 29, 2020
and incorporated by reference herein.
Item
16. Form 10-K Summary
Not
applicable.
38
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned in the capacities thereunto duly authorized.
GraniteShares
LLC
Sponsor
of the GraniteShares Gold Trust
(Registrant)
Date:
August 12, 2022
/s/
William Rhind
William
Rhind*
CEO
and CFO
Date:
August 12, 2022
/s/
Benoit Autier
Benoit
Autier*
Chief
Accounting Officer
*The
Registrant is a trust and the persons are signing in their capacities as officers of GraniteShares LLC, the Sponsor of the Registrant.
39
GRANITESHARES
GOLD TRUST
FINANCIAL
STATEMENTS AS OF JUNE 30, 2022
INDEX
Page
Report of Independent Registered Public Accounting Firms (PCAOB ID: 00 445 )
F-2
Statements of Assets and Liabilities at June 30, 2022 and 2021
F-4
Schedules of Investments at June 30, 2022 and 2021
F-5
Statements of Operations for the fiscal period ended June 30, 2022, 2021 and 2020
F-6
Statements of Changes in Net Assets for the fiscal period ended June 30, 2022, 2021 and 2020
F-7
Financial Highlights for the years ended June 30, 2022, 2021 and 2020
F-8
Notes to the Financial Statements
F-9
F- 1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
Management of the Trust’s Sponsor and Shareholders of
GraniteShares
Gold Trust
Opinion
on the Financial Statements
We
have audited the accompanying statement of assets and liabilities of GraniteShares Gold Trust (the “Trust”), including the
schedules of investments, as of June 30, 2022 and 2021, the related statements of operations, the statements of changes in net assets,
and the financial highlights for each of the years in the three-year period ended June 30, 2022 and the related notes (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 June 30, 2022 and 2021, and the results of its operations, the changes in its net assets, and the
financial highlights for each of the years in the three-year period ended June 30, 2022, in conformity with accounting principles generally
accepted in the United States of America.
We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),
the Trust’s internal control over financial reporting as of June 30, 2022, based on criteria established in Internal Control
– Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our
report dated August 12, 2022, expressed an unqualified opinion.
Basis
for Opinion
These
financial statements are the responsibility of the management of the Trust’s sponsor. Our responsibility is to express an opinion
on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required
to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB. We have served as the auditor of one or more GraniteShares LLC investment companies
since 2019.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,
and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.
Critical
Audit Matter
The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to management of the Trust’s Sponsor and that: (1) relates to accounts or disclosures that are material
to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of a critical
audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the
critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
Evaluation
of the evidence pertaining to the existence of the gold holdings
As
disclosed in the schedule of investments, as of June 30, 2022, the Trust’s market value of gold holdings was $996,270,946 representing
100% of the Trust’s total assets. All of the gold holdings, which were 548,305 ounces of gold as of June 30, 2022, were held by
a third-party custodian (the “Custodian”).
We
identified the evaluation of the evidence pertaining to the existence of the gold holdings as a critical audit matter. Given the nature
and volume of gold holdings, subjective auditor judgement was required to evaluate the extent and nature of evidence obtained to assess
the quantity of gold held by the Custodian as of June 30, 2022.
The
following are the primary procedures we performed to address the critical audit matter. We obtained a schedule directly from the Custodian
of the Trust’s gold holdings held by the Custodian as of June 30, 2022. We compared the total ounces on such schedule to the Trust’s
record of gold holdings. We also obtained the results of the physical count and brand purity of the Trust’s gold holdings performed
at the Custodian’s location by a third party directly from such third party and reconciled the results to the Trust’s and
Custodian’s record of holdings.
TAIT,
WELLER & BAKER LLP
Philadelphia,
Pennsylvania
August
12, 2022
F- 2
GRANITESHARES
GOLD TRUST
Statements
of Assets and Liabilities
At
June 30, 2022 and 2021
Amounts in 000’s of US$, except share and per share data
June 30, 2022
June 30, 2021
Assets
Investment in gold bullion, at fair value (1)
$ 996,271
$ 1,009,604
Total Assets
$ 996,271
$ 1,009,604
Liabilities
Fees payable to Sponsor
$ 144
$ 154
Total Liabilities
144
154
Net Assets
$ 996,127
$ 1,009,450
Shares issued and outstanding, unlimited authorized Shares with par value of $ 0.00 per Share (2)
55,300,000
57,650,000
Net asset value per Share
$ 18.01
$ 17.51
(1)
Cost
of investment in gold bullion: $ 870,362 and $$ 878,799 , respectively.
(2)
No
par value, Unlimited amount authorized.
See
Notes to the Financial Statements
F- 3
GRANITESHARES
GOLD TRUST
Schedules
of Investments
At
June 30, 2022 and 2021
Amounts
in 000’s of US$, except for ounces and percentages
June 30, 2022
Ounces of
gold
Cost
Value
% of Net Assets
Gold bullion
548,305.419
$ 870,362
$ 996,271
100.01 %
Total investment
$ 870,362
$ 996,271
100.01 %
Liabilities in excess of other assets
$ ( 144 )
( 0.01 )%
Net assets
$ 996,127
100.00 %
June 30, 2021
Ounces of
gold
Cost
Value
% of Net Assets
Gold bullion
572,613.665
$ 878,799
$ 1,009,604
100.02 %
Total investment
$ 878,799
$ 1,009,604
100.02 %
Liabilities in excess of other assets
$ ( 154 )
( 0.02 )%
Net assets
$ 1,009,450
100.00 %
See
Notes to the Financial Statements
F- 4
GRANITESHARES
GOLD TRUST
Statements
of Operations
For
the years ended June 30, 2022, 2021 and 2020
Amounts in 000’s of US$, except per share data
Year
Ended
June 30, 2022
Year
Ended
June 30, 2021
Year Ended
June 30, 2020
Expenses
Sponsor fees
$ 1,727
$ 2,012
$ 1,193
Total expenses
1,727
2,012
1,193
Net investment loss
( 1,727 )
( 2,012 )
( 1,193 )
Net realized and unrealized gains (losses)
Net realized gain (loss) from:
Gold bullion sold to pay expenses
255
377
171
Gold bullion distributed for the redemption of Shares
25,988
60,315
6,731
Net realized gain (loss)
26,243
60,692
6,902
Net change in unrealized appreciation (depreciation)
( 4,896 )
( 70,689 )
152,903
Net realized and unrealized gain (loss)
21,347
( 9,997 )
159,805
Net increase (decrease) in net assets resulting from operations
$ 19,620
$ ( 12,009 )
$ 158,612
Net increase (decrease) in net assets per share
$ 0.36
$ ( 0.19 )
$ 3.64
Weighted average number of shares (in 000’s)
54,305
62,495
43,630
See
Notes to the Financial Statements
F- 5
GRANITESHARES
GOLD TRUST
Statements
of Changes in Net Assets
For
the years ended June 30, 2022, 2021 and 2020
Amounts in 000’s of US$
Year Ended
June 30, 2022
Year Ended
June 30, 2021
Year Ended
June 30, 2020
Net Assets – beginning of year
$ 1,009,450
$ 1,041,316
$ 545,511
Creations of 9,150,000 , 16,600,000 and 23,500,000 shares respectively
169,861
314,030
384,945
Redemptions of ( 11,500,000 ), ( 18,150,000 ) and ( 3,150,000 ) respectively
( 202,804 )
( 333,887 )
( 47,752 )
Net investment (loss)
( 1,727 )
( 2,012 )
( 1,193 )
Net realized gain from gold bullion sold to pay expenses
255
377
171
Net realized gain from gold bullion distributed for redemptions
25,988
60,315
6,731
Net change in unrealized gain (loss) on investment in gold bullion
( 4,896 )
( 70,689 )
152,903
Net Assets – end of year
$ 996,127
$ 1,009,450
$ 1,041,316
See
Notes to the Financial Statements
F- 6
GRANITESHARES
GOLD TRUST
Financial
Highlights
For
the years ended June 30, 2022, 2021 and 2020
Per Share Performance
(for a Share outstanding throughout each year)
Year Ended
June 30, 2022
Year Ended June 30, 2021
Year Ended June 30, 2020
Net asset value per Share, beginning of year
$ 17.51
$ 17.59
$ 14.04
Net investment income (loss) (1)
( 0.03 )
( 0.03 )
( 0.03 )
Net realized and unrealized gain (loss) on investment in gold bullion
0.53
( 0.05 )
3.58
Net change in net assets from operations
0.50
( 0.08 )
3.55
Net asset value per Share, end of year
$ 18.01
$ 17.51
$ 17.59
Total return ratio, at net asset value
2.86 %
( 0.45 )%
25.28 %
Net assets ($000’s)
$ 996,127
$ 1,009,450
$ 1,041,316
Ratio to average net assets
Net investment loss
( 0.17 )%
( 0.17 )%
( 0.17 )%
Expenses
0.17 %
0.17 %
0.17 %
(1)
Calculated
using the average shares outstanding method.
See
Notes to the Financial Statements
F- 7
Notes
to the Financial Statements for the year ended June 30, 2022
1.
Organization
GraniteShares
Gold Trust (the “Trust”) is an investment trust formed on August 24, 2017 under New York law pursuant to a trust indenture.
The Sponsor of the Trust, GraniteShares LLC (the “Sponsor”), is responsible for, among other things, overseeing the performance
of The Bank of New York Mellon (the “Trustee”) and the Trust’s principal service providers, including the preparation
of financial statements. The Trustee is responsible for the day-to-day administration of the Trust.
The
objective of the Trust is for the value of the Shares to reflect, at any given time, the value of the assets owned by the Trust at that
time less the Trust’s accrued expenses and liabilities as of that time. The Shares are intended to constitute a simple and cost-effective
means of making an investment similar to an investment in gold.
The
fiscal year end for the Trust is June 30.
Undefined
capitalized terms shall have the meaning as set forth in the Trust’s registration statement.
2.
Significant accounting policies
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 for reporting purposes,
the Trust is classified as an Investment Company. 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.
The
preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires
those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures.
Actual results could differ from those estimates.
The
following is a summary of significant accounting policies followed by the Trust.
2.1
Valuation of Gold
The
Trust follows the provisions of ASC 820, Fair Value Measurements (“ASC 820”). 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.
Gold
is held by ICBC Standard Bank Plc (the “Custodian”), on behalf of the Trust, at the Custodian’s London, United Kingdom
vaulting premises. The cost of gold is determined according to the average cost method and the fair value is based on the London Bullion
Market Association (“LBMA”) PM Gold Price. If there is no LBMA Gold Price PM on any day, the Trustee is authorized to use
the most recently announced LBMA Gold Price AM unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate
as a basis for evaluation.
The
LBMA PM Gold Price is set using the afternoon session of the ICE Benchmark Administration equilibrium auction, an electronic, tradable
and auditable over-the-counter auction market with the ability to participate in US Dollars, Euros or British Pounds for LBMA authorized
participating gold bullion banks or market makers that establishes a reference gold price for that day’s trading.
The
per Share amount of gold exchanged for a purchase or redemption is calculated daily by the Trustee, using the LBMA PM Gold Price to calculate
the gold amount in respect of any liabilities for which covering gold sales have not yet been made, and represents the per Share amount
of gold held by the Trust, after giving effect to its liabilities, to cover expenses and liabilities and any losses that may have occurred.
F- 8
ASC
820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs are
as follows:
Level
1: Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.
Level
2: Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly or indirectly.
These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments and similar
data.
Level
3: Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing the Trust’s
own assumptions about the assumptions that a market participant would use in valuing the asset or liability, and that would be based
on the best information available.
The
Trustee categorizes the Trust’s investment in gold as a level 1 asset within the ASC 820 hierarchy.
2.2
Expenses, realized gains and losses
The
Trust’s only ordinary recurring fee is expected to be the fee paid to the Sponsor, which will accrue daily at an annualized rate
equal to 0.1749 % of the adjusted daily net asset value of the Trust, paid monthly in arrears.
The
Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly fee and
out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing fees, United
States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs, audit fees and certain
legal expenses.
As
of June 30, 2022, the fees payable to the Sponsor were $ 143,857 . As of June 30, 2021, the fees payable to the Sponsor were $ 153,517 .
The Sponsor’s fee, for the year ended June 30, 2022 was $1,726,901 or 0.17% of the Trust’s assets on an annualized basis ,
$2,012,108 for the year ended June 30, 2021, or 0.17% of the Trust’s assets on an annualized basis and $1,193,277 for the year
ended June 30, 2020 or 0.17% of the Trust’s assets on an annualized basis.
With
respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion,
sell the Trust’s gold as necessary to pay these expenses. When selling gold to pay expenses, the Trustee will endeavor to sell
the smallest amounts of gold needed to pay these expenses in order to minimize the Trust’s holdings of assets other than gold.
Other than the Sponsor’s Fee, the Trust had no expenses during the years ended June 30, 2022, 2021 and 2020.
Unless
otherwise directed by the Sponsor, when selling gold the Trustee will endeavor to sell at the price established by the LBMA PM Gold Price.
The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive the most favorable
price and execution of orders. The Custodian may be the purchaser of such gold only if the sale transaction is made at the next LBMA
PM Gold Price or such other publicly available price that the Sponsor deems fair, in each case as set following the sale order. A gain
or loss is recognized based on the difference between the selling price and the cost of the gold sold. Neither the Trustee nor the Sponsor
is liable for depreciation or loss incurred by reason of any sale.
Realized
gains and losses result from the transfer of gold for Share redemptions and / or to pay expenses and are recognized on a trade date basis
as the difference between the fair value and cost of gold transferred. Gain or loss on sales of gold bullion is calculated on a trade
date basis using the average cost method.
F- 9
2.3.
Gold Receivable and Payable
Gold
receivable or payable represents the quantity of gold covered by contractually binding orders for the creation or redemption of Shares
respectively, where the gold has not yet been transferred to or from the Trust’s account. Generally, ownership of the gold is transferred
within two business days of the trade date.
2.4.
Creations and Redemptions of Shares
The
Trust issues and redeems in one or more blocks of 50,000 Shares (a block of 50,000 Shares is called a “Basket”) only to Authorized
Participants. The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution
by the Trust of the amount of gold represented by the Baskets being created or redeemed, the amount of which will be based on the combined
Fine Ounces represented by the number of shares included in the Baskets being created or redeemed determined on the day the order to
create or redeem Baskets is properly received.
Orders
to create and redeem Baskets may be placed only by Authorized Participants. An Authorized Participant must: (1) be a registered broker-dealer
or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration,
would be required to register as a broker-dealer to engage in securities transactions, (2) be a participant in DTC, and (3) must have
an agreement with the Custodian establishing an unallocated account in London or have an existing unallocated account meeting the standards
described herein. 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. The Authorized Participant Agreement and the related procedures attached
thereto may be amended by the Trustee and the Sponsor, without the consent of any investor or Authorized Participant. A transaction fee
of $ 500 will be assessed on all creation and redemption transactions. Multiple Baskets may be created on the same day, provided each
Basket meets the requirements described below and that the Custodian is able to allocate gold to the Trust Allocated Account such that
the Trust Unallocated Account holds no more than 430 Fine Ounces of gold at the close of a business day.
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 the Sponsor or the Trust, and no such person has any obligation or responsibility to the Sponsor
or the Trust to effect any sale or resale of shares.
2.5.
Income Taxes
The
Trust is classified as a “grantor trust” for United States federal income tax purposes. As a result, the Trust itself will
not be subject to United States federal income tax. Instead, the Trust’s income and expenses will “flow through” to
the Shareholders, and the Trustee will report the Trust’s income, gains, losses and deductions to the Internal Revenue Service
on that basis.
The
Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined
that no reserves for uncertain tax positions are required as of June 30, 2022 and June 30, 2021.
The
Sponsor evaluates tax positions taken or expected to be taken in the course of preparing the Trust’s tax returns to determine whether
the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to
meet that threshold would be recorded as an expense in the current year. The Trust is required to analyze all open tax years. Open tax
years are those years that are open for examination by the relevant income taxing authority. As of June 30, 2022, the 2022, 2021, 2020
and 2019 tax years remain open for examination. There were no examinations in progress at year end.
F- 10
3.
Investment in gold
Changes
in ounces of gold and their respective values for the year ended June 30, 2022.
Schedule of Investment in Gold
Amounts in 000’s of US$, except for ounces data
Ounces
Fair Value
Opening balance as of June 30, 2021
572,613.665
$ 1,009,604
Gold bullion contributed
90,785.069
169,861
Gold bullion distributed
( 115,093.315 )
( 178,298 )
Change in unrealized appreciation (depreciation)
-
( 4,896 )
Ending balance as of June 30, 2022
548,305.419
$ 996,271
Changes
in ounces of gold and their respective values for the year ended June 30, 2021.
Amounts in 000’s of US$, except for ounces data
Ounces
Fair Value
Opening balance as of June 30, 2020
589,025.927
$ 1,041,457
Gold bullion contributed
165,070.756
314,030
Gold bullion distributed
( 181,483.018 )
( 275,194 )
Change in unrealized appreciation (depreciation)
-
( 70,689 )
Ending balance as of June 30, 2021
572,613.665
$ 1,009,604
4.
Related parties – Sponsor and Trustee
A
fee is paid to the Sponsor as compensation for services performed under the Trust Agreement. In exchange for the Sponsor’s fee,
the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee’s fee and
out-of-pocket expenses, the custodian’s fee and reimbursement of the custodian expenses, NYSE Arca listing fees, SEC registration
fees, printing and mailing costs, audit fees and expenses, and up to $ 100,000 per annum in legal fees and expenses. The Sponsor’s
fee is payable at an annualized rate of 0.1749 % of the Trust’s Net Asset Value, accrued on a daily basis computed on the prior
Business Day’s Net Asset Value and paid monthly in arrears.
The
Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee at its discretion for a stated period of
time. Presently, the Sponsor does not intend to waive any part of its fee.
Affiliates
of the Trustee may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent
for their customers and for accounts over which they exercise investment discretion.
5.
Concentration of risk
In
accordance with Statement of Position No. 94-6, Disclosure of Certain Significant Risks and Uncertainties, the Trust’s sole business
activity is the investment in gold bullion. Several factors could affect the price of gold: (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; (ii) investors’ expectations
with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest rates; (v) investment and trading activities of hedge
funds and commodity funds; and (vi) global or regional political, economic or financial events and situations. In addition, there is
no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold
declines, the Sponsor expects the value of an investment in the Shares to decline proportionately. Each of these events could have a
material effect on the Trust’s financial position and results of operations.
6.
Indemnification
Under
the Trust’s organizational documents, each of the Trustee (and its directors, officers, employees, shareholders, agents and affiliates)
and the Sponsor (and its members, managers, directors, officers, employees, agents and affiliates) is indemnified against any liability,
loss or expense it incurs without (i) gross negligence, bad faith, willful misconduct or willful misfeasance on its part 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 and (ii) reckless disregard on its part of its obligations and duties
under the Trust Agreement or any such other agreement. Such indemnity shall also include payment from the Trust of the reasonable costs
and expenses incurred by the indemnified party in investigating or defending itself against any such loss, liability or expense or any
claim therefore. In addition, the Sponsor may, in its sole discretion, undertake any action that it may deem necessary or desirable in
respect of the Trust Agreement and in such event, the reasonable legal expenses and costs and other disbursements of any such actions
shall be expenses and costs of the Trust and the Sponsor shall be entitled to reimbursement by the Trust. The Trust’s maximum exposure
under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
7.
Subsequent events
Management
has evaluated the events and transactions that have occurred through the date the financial statements were issued and noted no items
requiring adjustment of the financial statements or additional disclosures.
F- 11
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.