What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2020-11-24 compared with 2019-11-25 · 53 added, 49 removed, 737 unchanged (12% of the section changed)

41 unchanged sentences

basis to pay Trust expenses, (2) in the event the Trust terminates and liquidates its assets, or (3) as otherwise required by law or regulation.

The sale of gold by the Trust is a taxable event to shareholders of the Trust, or Shareholders.

The sale of gold by the Trust is a taxable event to shareholders of the Trust (“Shareholders”).

See “United States Federal Tax Consequences—Taxation of U.S.

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The creation and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of gold and any cash represented by the Baskets being created or redeemed.

The total amount of gold and any cash required for the creation of Baskets is based on the combined net asset value, or NAV, of the number of Baskets being created or redeemed.

The total amount of gold and any cash required for the creation of Baskets is based on the combined net asset value (the “NAV”) of the number of Baskets being created or redeemed.

The number of ounces of gold required to create a Basket or to be delivered upon the redemption of a Basket will continue to gradually decrease over time.

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(1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions;

(2) is a participant in the Depository Trust Company system, or DTC;

(2) is a participant in the Depository Trust Company system (“DTC”);

(3) has entered into an agreement with the Sponsor and the Trustee which provides the procedures for the creation and redemption of Baskets and for the delivery of the gold and any cash required for such creations and redemptions, or a Participant Agreement;

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Gold Focus 2020

estimates that existing above-ground stocks of gold totaled approximately 191,000 tonnes (approximately 6 billion ounces) at the end of 2018.

estimates that in 2019, 2,368 tonnes were added to existing above-ground stocks of gold.

World Gold Supply and Demand (2015—2019)

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Net Hedging Demand

Net Central Bank Buying

Net Official Sector Buying

Market Balance

Net Investment in ETFs

Market Balance less ETFs

Nominal Gold Price (US $/oz, PM Fix/LBMA Gold Price PM)

Net Investment in ETPs

Market Balance less ETPs

Gold Price (US$/oz, London)

Metals Focus Gold Focus 2020

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Based on data from Gold Focus 2020

, gold supply averaged 4,580 tonnes (“t”) per year between 2014 and 2018.

, gold supply averaged 4,679 tonnes per year between 2015 and 2019.

Sources of gold supply include both mine production and recycled above-ground stocks and, to a lesser extent, producer net hedging.

The largest portion of gold supplied to the market is from mine production, which averaged approximately 3,367t per year from 2014 through 2018.

The largest portion of gold supplied to the market is from mine production, which averaged approximately 3,477 tonnes per year from 2015 through 2019.

The second largest source of annual gold supply is recycling gold, which is gold that has been recovered from jewelry and other fabricated products and converted back into marketable gold.

Recycled gold averaged approximately 1,183t annually between 2014 through 2018.

Recycled gold averaged approximately 1,192 tonnes annually between 2015 through 2019.

Sources of Gold Demand

Based on data from Gold Focus 2020

, gold demand averaged 4,235t per year between 2014 and 2018.

, gold demand averaged 4,120 tonnes per year between 2015 and 2019.

Gold demand generally comes from four sources:

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Between 2015 and 2019, according to Gold Focus 2020

, central bank purchases averaged 517t.

, central bank purchases averaged 531 tonnes each year.

The prominence given by market commentators to this activity coupled with the total amount of gold held by the official sector has resulted in this area being one of the more visible shifts in the gold market.

Totals may vary due to rounding.

Operation of the Gold Bullion Market

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Full Market Makers

Morgan Stanley & Co International Plc

Morgan Stanley & Co International Ltd

Full Market Makers

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Market Makers

ICBC Standard Bank

ICBC Standard Bank Plc

Market Makers

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In addition to coordinating market activities, the LBMA acts as the principal point of contact between the market and its

http://www.lbma.org.uk/about-membership

http://www.lbma.org.uk/aboutmembership

A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the “London Good Delivery Lists,” which are the lists of LBMA accredited melters and assayers of gold.

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In addition, certain trade associations have established rules and protocols for market practices and participants.

Movements in the Price of Gold Since the Inception of the Trust

Movements in the Price of Gold

The following chart provides historical background on the price of gold.

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Some of the activities of Authorized Participants will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act of 1933, as amended (the “Securities Act”).

As of the date of this annual report, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Goldman Sachs Execution & Clearing, L.P., HSBC Securities (USA) Inc., J.P.

As of the date of this annual report, the Authorized Participants are Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Goldman Sachs Execution & Clearing, L.P., HSBC Securities (USA) Inc., J.P.

Morgan Securities LLC, Merrill Lynch Professional Clearing Corp., Morgan Stanley & Co.

LLC, RBC Capital Markets LLC, UBS Securities LLC and Virtu Americas LLC are our Authorized Participants.

LLC, RBC Capital Markets LLC, UBS Securities LLC and Virtu Americas LLC.

An updated list of Authorized Participants can be obtained from the Trustee or the Sponsor.

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Transfers to or from an unallocated account are made by crediting or debiting the number of ounces of gold being deposited or withdrawn.

The account holder is entitled to direct the bullion dealer to deliver an amount of physical gold equal to the amount of gold standing to the credit of the account

The account holder is entitled to direct the

bullion dealer to deliver an amount of physical gold equal to the amount of gold standing to the credit of the account holder.

Gold held in an unallocated account is not segregated from the Custodian’s assets.

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Determination of Required Deposits

The total deposit required to create each Basket, or a Creation Basket Deposit, is an amount of gold and cash, if any, that is in the same proportion to the total assets of the Trust (net of estimated accrued expenses and other liabilities) on the date the order to purchase is properly received as the number of Shares to be created under the purchase order is in proportion to the total number of Shares outstanding on the date the order is received.

The total deposit required to create each Basket is an amount of gold and cash, if any, that is in the same proportion to the total assets of the Trust (net of estimated accrued expenses and other liabilities) on the date the order to purchase is properly received as the number of Shares to be created under the purchase order is in proportion to the total number of Shares outstanding on the date the order is received.

Delivery of Required Deposits

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purpose of examining the Trust’s gold and certain related records maintained by the Custodian.

Inspectorate International Limited conducts two counts each year of the gold bullion stock held on behalf of the Trust at the vaults of the Custodian.

Inspectorate International Limited (“Inspectorate”) conducts two counts each year of the gold bullion stock held on behalf of the Trust at the vaults of the Custodian.

A complete bar count is conducted once per year and coincides with the Trust’s financial year end at September 30 th

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Custody of the gold bullion deposited with and held by the Trust is provided by the Custodian at its London, England vaults.

The Custodian will hold all of the Trust’s gold in its own vault premises except when the gold has been allocated in the vault of a subcustodian, and in such cases the Custodian has agreed that it will use commercially reasonable efforts promptly to transport the gold from the subcustodian’s vault to the Custodian’s vault, at the Custodian’s cost and risk.

The Custodian holds all of the Trust’s gold in its own vault premises except when the gold has been allocated in the vault of a subcustodian, and in such cases the Custodian has agreed that it will use commercially reasonable efforts to promptly transport the gold from the subcustodian’s vault to the Custodian’s vault, at the Custodian’s cost and risk.

The Custodian is a market maker, clearer and approved weigher under the rules of the LBMA.

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The Custodian is authorized to appoint from time to time one or more subcustodians to hold the Trust’s gold until it can be transported to the Custodian’s vault.

The subcustodians that the Custodian currently uses are the Bank of England, The Bank of Nova Scotia-ScotiaMocatta, ICBC Standard Bank London, JPMorgan Chase Bank and UBS AG.

The subcustodians that the Custodian may utilize are the Bank of England, The Bank of Nova Scotia-ScotiaMocatta, ICBC Standard Bank Plc, JPMorgan Chase Bank and UBS AG.

During the year ended September 30, 2020, some the Trust’s gold was held with the Bank of England from April 15, 2020 to August 13, 2020.

Since August 13, 2020, subcustodians have not held any gold on behalf of the Trust.

During the year ended September 30, 2019, no gold was held by a subcustodian.

In accordance with LBMA practices and customs, the Custodian does not have written custody agreements with the subcustodians it selects.

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Otherwise, the Custodian does not undertake to monitor the performance by subcustodians of their custody functions or their selection of additional subcustodians and is not responsible for the actions or inactions of subcustodians.

Since March 2016, the Custodian has not utilized any subcustodians on behalf of the Trust.

Since August 13, 2020, the Custodian has not utilized any subcustodians on behalf of the Trust.

Under the customs and practices of the London bullion market, allocated gold is held by custodians and, on their behalf, by subcustodians under arrangements that permit each entity for which gold is being held:

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% of the Shares outstanding may vote to remove the Trustee.

The Trustee may terminate the

Trust upon the agreement of Shareholders owning at least 66 2

The Trustee may terminate the Trust upon the agreement of Shareholders owning at least 66 2

% of the outstanding Shares.

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Shareholder (as defined below), and certain U.S.

federal income, gift and estate tax consequences that may apply to an investment in Shares by a Non-U.S.

federal gift and estate tax consequences that generally apply to an investment in Shares by a Non-U.S.

Shareholder (as defined below), represents, insofar as it describes conclusions as to U.S.

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federal income tax purposes, the treatment of any beneficial owner of an interest in a partnership, including any entity treated as a partnership for U.S.

federal income tax purposes, will generally depend upon the

status of the partner and upon the activities of the partnership.

federal income tax purposes, will generally depend upon the status of the partner and upon the activities of the partnership.

Partnerships and partners in partnerships should consult their tax advisors about the U.S.

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federal income tax.

Instead, the Trust’s income and expenses “flow through” to the Shareholders, and the Trustee will report the Trust’s income, gains, losses and deductions to the Internal Revenue Service (the “IRS”) on that basis.

Instead, the Trust’s income and expenses “flow through” to the Shareholders,

and the Trustee will report the Trust’s income, gains, losses and deductions to the Internal Revenue Service (the “IRS”) on that basis.

Taxation of U.S.

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Shareholder’s tax basis for the gold received in the redemption generally will be the same as the U.S.

Shareholder’s tax basis for the portion of its pro rata share of the gold held in the Trust immediately prior to the redemption that is

attributable to the Shares redeemed.

Shareholder’s tax basis for the portion of its pro rata share of the gold held in the Trust immediately prior to the redemption that is attributable to the Shares redeemed.

This is determined by multiplying the U.S.

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Shareholder’s Shares, the U.S.

Shareholder’s tax basis for its pro rata share of the gold held in the Trust immediately after such sale or redemption generally will equal its tax basis for its share of the total amount of the gold held in the Trust immediately prior to the sale or redemption, reduced by the portion of such basis that is attributable to the Shares sold or redeemed, as addressed above.

Shareholder’s tax basis for its pro rata share of the gold held in the Trust immediately after such sale or redemption generally

will equal its tax basis for its share of the total amount of the gold held in the Trust immediately prior to the sale or redemption, reduced by the portion of such basis that is attributable to the Shares sold or redeemed, as addressed above.

As noted above, the foregoing discussion assumes that all of a U.S.

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However, if an individual U.S.

Shareholder is otherwise subject to a rate lower than 28%, then the 28% rate does not apply and such lower rate will apply.

Shareholder is otherwise subject to a rate lower than 28%, the 28% rate does not apply and such lower rate will apply.

For these purposes, a gain recognized by an individual upon the sale of an interest (such as the Shares) in a trust that holds collectibles is treated as gain recognized on the sale of collectibles, to the extent that such gain is attributable to unrealized appreciation in the value of the collectibles held by the trust.

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Shareholder may not deduct miscellaneous itemized deductions for tax years beginning after December 31, 2017 and before January 1, 2026.

For tax years beginning after December 31, 2025, an individual U.S.

For tax years beginning after December 31, 2025, an individual

Shareholder may deduct certain miscellaneous itemized deductions only to the extent they exceed 2% of adjusted gross income.

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Investment by Certain Retirement Plans

Code Section 408(m) provides that the acquisition of a “collectible”—which is defined to include “any metal or gem” and “any stamp or coin”, although not gold coin described in paragraph (7), (8), (9) , or (10) of section 5112(a) of title 31, United States Code (such gold coin, a “Non-Collectible Gold Coin”) nor gold bullion of a fineness equal to or exceeding the minimum fineness that a contract market (as described in section 5 of the Commodity Exchange Act, 7 U.S.C.

7) requires for metals which may be delivered in satisfaction of a regulated futures contract if such bullion is in the physical possession of a trustee under Code Section 408(a) (such gold bullion, “Non-Collectible Gold Bullion”)—by an individual retirement account, or IRA, or a participant-directed account maintained under any plan that is tax-qualified

Code Section 408(m) provides that the acquisition of a “collectible”—which is defined to include “any metal or gem” and “any stamp or coin” that is not a gold coin described in paragraph (7), (8), (9) , or (10) of section 5112(a) of title 31, United States Code (such gold coin, a “Non-Collectible

Gold Coin”), nor gold bullion of a fineness equal to or exceeding the minimum fineness that a contract market (as described in section 5 of the Commodity Exchange Act, 7 U.S.C.

7) requires for metals that may be delivered in satisfaction of a regulated futures contract if such bullion is in the physical possession of a trustee under Code Section 408(a) (such gold bullion, “Non-Collectible

Gold Bullion”)—by an individual retirement account, or IRA, or a participant-directed account maintained under any plan that is tax-qualified

under Code Section 401(a), is treated as a taxable distribution from the account to the owner of the IRA, or to the participant for whom the plan account is maintained, of an amount equal to the cost to the account of acquiring the collectible.

The Sponsor has received a private letter ruling from the IRS concluding that a purchase of Shares by an IRA, or by a participant-directed account under a Code Section 401(a) plan (a “plan account”), will not be treated as resulting in a taxable distribution to the IRA owner or plan participant under Code Section 408(m).

However, if any of the Shares so purchased are distributed by the IRA or plan account to the IRA owner or plan participant, or in the event of any redemption of any Shares held by the IRA or plan account that results in the distribution to such IRA or plan account of gold that is neither Non-Collectible Gold Coin(s) nor Non-Collectible Gold Bullion, the Shares or gold so distributed will be subject to U.S.

federal income tax in the year of distribution, to the

extent provided under the applicable provisions of Code Sections 408(d), 408(m) or 402.

The Sponsor has received a private letter ruling from the IRS concluding that a purchase of Shares by an IRA, or by a participant-directed account under a Code Section 401(a) plan (a “plan account”), will not be treated as the acquisition of a collectible by the IRA or plan, and will not result in a taxable distribution to the IRA owner or plan participant under Code Section 408(m).

However, if Shares are distributed by the trustee or custodian of an IRA or plan account to the IRA owner or participant, or if a redemption of any Shares held by an IRA or plan account results in the distribution of gold to the IRA or account (or such redemption is treated as distributed under Section 408), other than Non-Collectible

Gold Coins or Non-Collectible

Gold Bullion, such distribution would be taxable to the distributee in the year of distribution to the extent provided under the applicable provisions of Code Sections 408(d), 408(m) or 402.

See also “ERISA and Related Considerations.”

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information to Shareholders, in connection with the Trust.

Each Shareholder will be provided with information regarding its allocable portion of the Trust’s annual income/gains (if any) and expenses.

Each Shareholder will be provided with information regarding its allocable portion of the Trust’s annual income and gains (if any) and expenses.

Shareholder may be subject to U.S.

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The estate of a non-resident

alien Shareholder who was resident in a country which has an estate tax treaty with the United States may be entitled to benefit from such treaty.

alien Shareholder who was resident in a country that has an estate tax treaty with the United States may be entitled to benefit from such treaty.

For non-citizens

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Taxation in Jurisdictions Other than the United States

Prospective purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their own tax advisors as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United States to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, as to whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing in Shares.

Prospective purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their own tax advisors as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United States to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing in Shares.

ERISA and Related Considerations

The Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and/or Code section 4975 impose certain requirements on employee benefit plans and certain other plans and arrangements that are subject to ERISA or the Code, including individual retirement accounts and annuities, retirement plans for self-employed individuals, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, collectively the Plans, and on persons who are fiduciaries with respect to the investment of assets treated as “plan assets” of a Plan.

The Employee Retirement Income Security Act of 1974, as amended, or (“ERISA”), and/or Code section 4975 impose certain requirements on employee benefit plans and certain other plans and arrangements that are subject to ERISA or the Code, including individual retirement accounts and annuities, retirement plans for self-employed individuals, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, collectively the Plans, and on persons who are fiduciaries with respect to the investment of assets treated as “plan assets” of a Plan.

Government plans and some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions of section 4975 of the Code but may be subject to substantially similar rules under state or other federal law.

In contemplating an investment of a portion of Plan assets in Shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and circumstances of the Plan, the “Risk Factors” discussed below and whether such investment is consistent with its fiduciary responsibilities, including, but not limited to:

In contemplating an investment of a portion of Plan assets in Shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and circumstances of the Plan, the “Risk Factors” discussed above and whether such investment is consistent with its fiduciary responsibilities, including, but not limited to:

(1) whether the fiduciary has the authority to make the investment under the appropriate governing plan instrument;

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and (4) whether under the general fiduciary standards of investment prudence and diversification such investment is appropriate for the Plan, taking into account the overall investment policy of the Plan, the composition of the Plan’s investment portfolio and the Plan’s need for sufficient liquidity to pay benefits when due.

The Shares constitute “publicly-offered securities” as defined in Department of Labor Regulations § 2510.3-101(b)(2).

The Shares constitute “publicly-offered securities” as defined in Department of Labor Regulations § 2510.3-

Accordingly, Shares purchased by a Plan, and not an interest in the underlying gold bullion held in the Trust represented by the Shares, should be treated as assets of the Plan, for purposes of applying the “fiduciary responsibility” and “prohibited transaction” rules of ERISA and the Code.

1 unchanged sentence

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 1. Business