What changed in this filing

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Item 9A. Controls and Procedures

2022-11-23 compared with 2021-11-24 · 92 added, 64 removed, 477 unchanged (25% of the section changed)

16 unchanged sentences

The Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s internal control over financial reporting as of September 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).

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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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Trustee of SPDR® Gold Trust and the Board of Directors of World Gold Trust Services, LLC:

To the Shareholders and the Trustee of SPDR ®

Gold Trust and the Board of Directors of World Gold Trust Services, LLC:

Opinion on Internal Control Over Financial Reporting

We have audited SPDR® Gold Trust’s (the Trust) internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013)

We have audited SPDR ®

Gold Trust’s (the Trust) internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control – Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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The following persons, in their respective capacities as directors or executive officers of the Sponsor, a Delaware limited liability company, perform certain functions with respect to the Trust that, if the Trust had directors or executive officers, would typically be performed by them.

Cavatoni is the Principal Executive Officer and Brandon Woods is the Principal Financial and Accounting Officer of the Sponsor.

The Board of Directors of the Sponsor consists of four individuals, of whom three serve on its Audit Committee.

Cavatoni is the Principal Executive Officer and Amanda Krichman is the Principal Financial and Accounting Officer of the Sponsor.

The Board of Directors of the Sponsor consists of six individuals, of whom five serve on its Audit Committee.

The Audit Committee has the responsibility for overseeing the financial reporting process of the Trust, including the risks and controls of that process and such other oversight functions as are typically performed by an audit committee of a public company.

is the Principal Executive Officer of the Sponsor.

He is also the Principal Executive Officer of WGC USA Asset Management Company, LLC (“WGCAM”) and President of WGC USA, Inc.

(“WGC USA”), both affiliates of the Sponsor.

He joined the World Gold Council as Managing Director USA and ETFs in September 2016.

Prior to that, from April 2009 to December 2015 he served with BlackRock Investments, LLC, as part of BlackRock, Inc., a publicly traded investment management firm, first as the head of iShares Capital Markets in Asia Pacific (2009) and as Head of iShares Capital Markets and Product Development in the same region (2009-2011).

Cavatoni is also the Principal Executive Officer of WGC USA Asset Management Company, LLC, an affiliate of the Sponsor (“WGCAM”), and the Chief Market Strategist (North America) at World Gold Council, the parent company of the Sponsor (“WGC”).

Prior to joining WGC as Managing Director USA and ETFs in September 2016, from April 2009 to December 2015, Mr.

Cavatoni served with BlackRock Investments, LLC, as part of BlackRock, Inc., a publicly traded investment management firm, first as the head of iShares Capital Markets in Asia Pacific (2009) and as Head of iShares Capital Markets and Product Development in the same region (2009-2011).

From November 2011 to December 2015, Mr.

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Cavatoni received his Bachelor of Business Administration degree from The George Washington University and his Master of Business Administration degree from Northwestern University and the Hong Kong University of Science and Technology.

Brandon Woods

age 40, is the Funds Chief Operating Officer.

He is also the Principal Financial and Accounting Officer of the Sponsor.

He joined World Gold Council as Head of Compliance and Regulatory Reporting in May 2017.

From September 2015 to April 2017, he was Vice President and Head of Hedge Fund Operations at iCapital Network, Inc.

Prior thereto, he was Senior Vice President of Fund Services from March 2013 to February 2015, and Vice President of Fund Services from October 2011 to March 2013 at Meridian Fund Services, LLC.

Woods holds a Bachelor of Business Administration.

Amanda Krichman

age 31, is the is the Principal Financial and Accounting Officer of the Sponsor.

Krichman is also the Principal Financial and Accounting Officer of WGCAM and the Funds Chief Operating Officer of WGC.

Prior to joining WGC on October 13, 2022, Ms.

Krichman was Vice President and Head of US Registered Funds Services at Goldman Sachs Asset Management from December 2021 to October 2022.

Krichman was Director of ETF Product Development from September 2021 to December 2021, and Senior Associate of ETF Product Development from December 2018 to September 2021 at New York Life Investments.

Prior to that she held various roles at Goldman Sachs Asset Management from July 2013 to November 2018.

Krichman received her Bachelor degree from Syracuse University and her Master of Business Administration degree from New York University.

, age 74, has served as Chairman of the Board of Directors of the Sponsor since January 2013 and is a member of the Board’s Audit Committee.

Shea has served as a Director on the Board of Directors of WGCAM since January 2017 and is a member of that board’s Audit Committee.

Shea has also served as a Director on the Board of Directors of WGCAM since January 2017 and is a member of that board’s Audit Committee.

He has more than 35 years of experience in the financial services industry and in business restructurings.

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From 2001 to 2004, he was Chief Executive Officer of Conseco, Inc., a publicly held diversified insurance and financial services firm that he guided through the federal bankruptcy and restructuring process.

From January 1997 to February 2001, he oversaw the turnaround of Centennial Technologies, Inc., a high technology manufacturing company in the flash memory business.

From January 1997 to February 2001, he oversaw the turnaround of Centennial Technologies, Inc., a

high technology manufacturing company in the flash memory business.

Shea served as Vice Chairman of BankBoston Corporation from January 1993 to August 1998.

He was the Vice Chairman and a Senior Partner of Coopers & Lybrand (now PricewaterhouseCoopers), an international public accounting firm, for whom he

worked from June 1974 to December 1992.

He was the Vice Chairman and a Senior Partner of Coopers & Lybrand (now PricewaterhouseCoopers), an international public accounting firm, for whom he worked from June 1974 to December 1992.

Shea sits on the boards of AIG SunAmerica, a mutual funds company, and is Chairman of the Board of Demoulas Supermarkets, Inc., a privately held retail grocery store chain in New England.

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Shea should serve as Director because of the knowledge and extensive experience he gained in a variety of leadership roles with different financial institutions and an international public accounting firm, his extensive experience in business restructurings, and the experience he has gained serving as a director of WGCAM.

, age 53, has served as a Director on the Board of Directors of the Sponsor since April 2022, and is a member of the Board’s Audit Committee.

Duffy has also served as a Director on the Board of Directors of WGCAM since April 2022 and is a member of that board’s Audit Committee.

Duffy is the Head of Financial Markets, Europe and Americas at Standard Chartered Bank.

Based in New York, Ms.

Duffy leads the strategy and governance of the Europe and Americas regions across Foreign Exchange, Rates, Credit, Commodities, Debt Capital Markets, Loan Syndication, Leveraged & Acquisition Finance, Project & Export Finance, Aviation Finance, and Securities Services businesses.

In addition, Ms.

Duffy is responsible for delivering coordinated solutions and senior relationship management to the Bank’s most complex and significant financial institutions and corporate clients across Europe and Americas.

Duffy is a member of the Global Financial Markets Management Team, UK/Europe Regional Management Team, and US Management Team.

Duffy is also CEO of the US Broker Dealer, Standard Chartered Securities North America LLC.

Prior to joining Standard Chartered in 2017, Ms.

Duffy was a Managing Director in the Global Markets Key Account Management Group at Credit Suisse.

During her career at Credit Suisse, Ms.

Duffy also held several senior production and management roles, including Head of Macro Sales Americas and Head of Global Currencies & Emerging Markets Sales Americas.

Duffy holds a bachelor’s degree in Political Science from Boston College.

The Sponsor has concluded that Ms.

Duffy should serve as Director because of her knowledge and extensive experience in leadership roles at Standard Chartered Bank and the experience she has gained serving as a director of WGCAM.

Carlos Rodriguez

, age 50, has served as a Director on the Board of Directors of the Sponsor since February 2019 and is Chairman of the Board’s Audit Committee.

Rodriguez has served as a Director on the Board of Directors of WGCAM since February 25, 2019 and is a member of that board’s Audit Committee.

Rodriguez has also served as a Director on the Board of Directors of WGCAM since February 2019 and is a member of that board’s Audit Committee.

Rodriguez began his career on Wall Street in the Public Finance Department of Merrill Lynch in 1996, where he focused on interest rate hedging strategies for municipal clients and non-for-profit

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Rodriguez should serve as Director because of the knowledge and extensive experience he gained in a variety of leadership roles different financial institutions and the experience he has gained serving as a director of WGCAM.

, age 59, has served as a Director on the Board of Directors of the Sponsor since February 25, 2019.

Tait has also served as the Chief Executive Officer of World Gold Council, the parent company of the Sponsor since January 2019, and as a Director on the Board of Directors of WGCAM since February 25, 2019.

Prior to joining World Gold Council, Mr.

, age 60, has served as a Director on the Board of Directors of the Sponsor since April 2022, and is a member of the Board’s Audit Committee.

Sprung has also served as a Director on the Board of Directors of WGCAM since April 2022 and is a member of that board’s Audit Committee.

Sprung has served as member of the board of directors of DWS Ag, USA since 2018 and is chair of the risk committee and a member of the audit committee.

Sprung has over 30 years’ experience in financial services, including as a global macro portfolio manager at Moore Capital, Fortress Investment Group and JP Morgan.

Sprung acted as Chief Risk Officer of the Fortress Global Macro Fund for two years from 2006 to 2008 and Head of Risk and Strategy for the hedge fund business at Neuberger Berman from 2012 to 2016.

Sprung’s product expertise includes fixed income, mortgage and asset backed securities, equities, currencies, derivatives, structured derivatives, quantitative investing, real estate and commodities.

Sprung holds a Bachelor of Science from the Massachusetts Institute of Technology in Management Science.

The Sponsor has concluded that Ms.

Sprung should serve as Director because of her extensive experience in financial services at various financial institutions and the experience she has gained serving as a director of DWS Ag, USA and WGCAM.

, age 60, has served as a Director on the Board of Directors of the Sponsor and WGCAM since February 25, 2019.

Tait has also served as the Chief Executive Officer of WGC since January 2019.

Prior to joining WGC, Mr.

Tait served as Executive Producer with EMU Films from April 2016 to January 2019.

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, age 67, has served as a Director on the Board of Directors of the Sponsor since January 2013, and is a member of the Board’s Audit Committee.

Wolkoff has served as a Director on the Board of Directors of WGCAM since January 2017 and is a member of that board’s Audit Committee.

Wolkoff has also served as a Director on the Board of Directors of WGCAM since January 2017 and is a member of that board’s Audit Committee.

Wolkoff is the founder and CEO of Wolkoff Consulting Services, LLC.

Previously, from October 2008 to February 2012 he served as the Chief Executive Officer of ELX Futures, L.P., founded by major dealer banks and trading firms to compete in the

area of interest rate futures.

Previously, from October 2008 to February 2012 he served as the Chief Executive Officer of ELX Futures, L.P., founded by major dealer banks and trading firms to compete in the area of interest rate futures.

From April 2005 to October 2008 Mr.

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The Sponsor has concluded that Mr.

Wolkoff should serve as Director because of the knowledge and extensive experience he gained in a variety of leadership roles at a major stock exchange and futures exchange, the experience he gained as a trial attorney, his extensive experience as a director on other boards, and the experience he has gained serving as a director of WGCAM.

The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents, including its Principal Executive Officer and Principal Financial and Accounting Officer, who perform certain functions with respect to the Trust that, if the Trust had executive officers would typically be performed by them.

Wolkoff should serve as Director because of the knowledge and extensive experience he gained in a variety of leadership roles at a major stock exchange and futures exchange, the

experience he gained as a trial attorney, his extensive experience as a director on other boards, and the experience he has gained serving as a director of WGCAM.

The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers and agents, including its Principal Executive Officer and

Principal Financial and Accounting Officer, who perform certain functions with respect to the Trust that, if the Trust had executive officers would typically be performed by them.

The Code of Ethics is available by writing the Sponsor at 685 Third Avenue, 27th Floor, New York, NY 10017 or calling the Sponsor at (212) 317-3800.

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Principal Accounting Fees and Services

Our independent registered public accounting firm is KPMG, LLP , New York , NY, Auditor Firm ID:

Fees for services performed by KPMG LLP for the years ended September 30, 2022 and 2021 were:

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4 to Participant Agreements dated September 5, 2017.

Amendment No.

5 to Participant Agreements dated May 10, 2022.

Sponsor Payment and Reimbursement Agreement dated November 12, 2004.

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Third Amended and Restated Allocated Bullion Account Agreement dated August 18, 2020.

Deed of Amendment to the Third Amended and Restated Allocated Bullion Account Agreement dated April 29, 2022.

Second Amended and Restated Unallocated Bullion Account Agreement dated July 17, 2015.

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Certification of Principal Financial and Accounting Officer Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document

Exhibit Description

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Filing Date/Period

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

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 – The cover page interactive data file does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

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Principal Executive Officer*

/s/ Brandon Woods

Brandon Woods

/s/ Amanda Krichman

Amanda Krichman

Principal Financial and Accounting Officer*

/s/ David Tait

/s/ William J.

/s/ Neal Wolkoff

/s/ Molly Duffy

/s/ Carlos Rodriguez

Carlos Rodriguez

November 24, 2021

/s/ David Tait

/s/ Neal Wolkoff

The registrant is a trust and the persons are signing in their capacities as officers or directors of World Gold Trust Services, LLC, the Sponsor of the registrant.

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generally accepted accounting principles.

issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated November 24, 2021 expressed an unqualified opinion on the effectiveness of the Trust’s internal control over financial reporting.

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 September 30, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated November 23, 2022 expressed an unqualified opinion on the effectiveness of the Trust’s internal control over financial reporting.

Basis for Opinion

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Net asset value per Share

See notes to the financial statements.

Authorized share capital is unlimited and the par value of the Shares is $ 0.00 .

See notes to the financial statements.

Schedules of Investment

1 unchanged sentence

September 30, 2022

Ounces of gold

% of Net Assets

Investment in Gold

2 unchanged sentences

September 30, 2021

Ounces of gold

% of Net Assets

Investment in Gold

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Net realized gain/(loss) from gold distributed for the redemption of shares

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

Net change in unrealized gain/(loss) on investment in gold

Net realized and change in unrealized gain/(loss) on investment in gold

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Cash and cash equivalents at end of period

SUPPLEMENTAL DISCLOSURE OF NON-CASH

FINANCING ACTIVITIES:

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING

Value of gold received for creation of shares-net

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Net realized (gain)/loss from gold distributed for the redemption of shares

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

Net change in unrealized (gain)/loss on investment in gold

Increase/(Decrease) in accounts payable to Sponsor

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Net realized gain/(loss) from gold distributed for the redemption of shares

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

Net change in unrealized gain/(loss) on investment in gold

Net Assets - Closing Balance

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Custody of Gold

Gold is held by the Custodian on behalf of the Trust, 100 % of which is allocated gold in the form of good delivery gold bars which includes gold held with a subcustodian.

During the year ended September 30, 2021, no gold was held by a subcustodian.

Gold is held by the Custodian on behalf of the Trust, 100 % of which is allocated gold in the form of good delivery gold bars.

A current list of all gold held by the Custodian, including any held with a subcustodian is available on the sponsor’s website at www.spdrgoldshares.com.

Gold Receivable

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When selling gold to pay expenses, the Trustee will endeavor to sell the smallest amount of gold needed to pay expenses in order to minimize the Trust’s holdings of assets other than gold.

Unless otherwise directed by the Sponsor, the Trustee will sell gold to the Custodian at the next LBMA Gold Price PM following

the sale order.

Unless otherwise

directed by the Sponsor, the Trustee will sell gold to the Custodian at the next LBMA Gold Price PM following the sale order.

A gain or loss is recognized based on the difference between the selling price and the average cost of the gold sold, and such amounts are reported as net realized gain/(loss) from investment in gold sold to pay expenses on the Statements of Operations.

The Trust’s net realized and change in unrealized gain/(loss) on investment in gold for the year ended September 30, 2021 of $( 5,488,874 ) is made up of a net

realized gain of $ 43,413 from the sale of gold to pay expenses, a net

realized gain of $ 4,455,284 from gold distributed for the redemption of Shares, and a change in unrealized depreciation of $ 9,987,571 on investment in gold.

The Trust’s net realized and change in unrealized gain/(loss) on investment in gold for the year ended September 30, 2020 of $ 13,309,558 is made up of a net

realized gain of $ 37,273 from the sale of gold to pay expenses, a net

realized gain of $ 2,138,221 from gold distributed for the redemption of Shares, and a change in unrealized appreciation of $ 11,134,064 on investment in gold.

The Trust’s net realized and change in unrealized gain/(loss) on investment in gold for the year ended September 30, 2022 of $( 2,706,033 ) is made up of a realized gain of $ 30,323 from the sale of gold to pay expenses, a realized gain of $ 2,091,493 from gold distributed for the redemption of Shares, and a change in unrealized loss of $ 4,827,849 on investment in gold.

The Trust’s net realized and change in unrealized gain/(loss) on investment in gold for the year ended September 30, 2021 of $( 5,488,874 ) is made up of a net realized gain of $ 43,413 from the sale of gold to pay expenses, a net realized gain of $ 4,455,284 from gold distributed for the redemption of Shares, and a change in unrealized depreciation of $ 9,987,571 on investment in gold.

The Trust is classified as a “grantor trust” for U.S.

20 unchanged sentences

Net realized gain/(loss) from gold distributed for the redemption of shares

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

Net change in unrealized gain/(loss) on investment in gold

Net realized and change in unrealized gain/(loss) on investment in gold

10 unchanged sentences

Net realized gain/(loss) from gold distributed for the redemption of shares

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

Net change in unrealized gain/(loss) on investment in gold

Net realized and change in unrealized gain/(loss) on investment in gold

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Indemnification

performance of their duties under the Trust Indenture without gross negligence, bad faith, willful misconduct, willful malfeasance or reckless disregard of the indemnified party’s obligations and duties under the Trust Indenture.

The Sponsor, and its shareholders, members, directors, officers, employees, affiliates and subsidiaries, are indemnified by the Trust and held harmless against certain losses, liabilities or expenses incurred in the performance of their duties under the Trust Indenture without gross negligence, bad faith, willful misconduct, willful malfeasance or reckless disregard of the indemnified party’s obligations and duties under the Trust Indenture.

Such indemnity includes payment by the Trust of the costs and expenses incurred in defending against any claim or liability under the Trust Indenture.

12 unchanged sentences

Net investment income/(loss)

Net Realized and Change in Unrealized Gain/(Loss)

Net Realized and Change

Net Income/(Loss)

8 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