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 SEC’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor, and to the audit committee of the Board of Directors of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor, the Sponsor conducted an evaluation of the Trusts disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).
Based on this evaluation, the Principal Executive Officer and the Principal Financial and Accounting Officer of the Sponsor concluded that, as of September 30, 2022, the Trust’s disclosure controls and procedures were effective.
Change in Internal Control Over Financial Reporting
There was no change in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, these internal controls.
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.
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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). 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 Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of September 30, 2022.
KPMG LLP, the independent registered public accounting firm that audited and reported on the financial statements as of and for the year ended September 30, 2022 included in this Form 10-K,
as stated in their report which is included herein, issued an attestation report on the effectiveness of the Trust’s internal control over financial reporting as of September 30, 2022.
November 23, 2022
40
Table of Contents
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:
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, 2022, based on criteria established in Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Trust maintained, in all material respects, effective 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.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements of financial condition of the Trust, including the schedules of investment, as of September 30, 2022 and 2021, the related statements of operations, cash flows, and changes in net assets for each of the years in the three-year period ended September 30, 2022, and the related notes (collectively, the financial statements), and our report dated November 23, 2022 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The management of World Gold Trust Services, LLC (the Trust’s sponsor) 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
An entity’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. An entity’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 entity; (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 entity are being made only in accordance with authorizations of management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’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 inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
New York, New York
November 23, 2022
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Table of Contents
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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Table of Contents
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The Trust does not have any directors, officers or employees. 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.
Joseph R. 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.
Joseph R. Cavatoni
,
age 54,
is the Principal Executive Officer of the Sponsor. Mr. 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. Cavatoni served as a BlackRock Managing Director and Head of iShares Capital Markets, Americas. From August 2003 to April 2009, Mr. Cavatoni served with UBS Securities Asia Limited, first as Executive Director, Head of Swaps, Asia (2003-2006) and then as Managing Director, Head of Equity Finance APAC (2006-2009). Prior to that, he served with Merrill Lynch & Company, Inc. from June 1994 to May 2003 as Senior Credit Analyst, Credit and Risk Management Team in New York (1994-1995), Vice President, Credit and Risk Management Team, Hong Kong (1995-2000) and Director, Head of Prime Brokerage Asia, Japan and Australia (2000-2003). Mr. 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.
Amanda Krichman
,
age 31, is the is the Principal Financial and Accounting Officer of the Sponsor. Ms. 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. Ms. 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. Ms. Krichman received her Bachelor degree from Syracuse University and her Master of Business Administration degree from New York University.
William J. Shea
, 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. Mr. 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. He was elected to the Board of Directors of Caliber ID, Inc. in 2001 and was appointed Chairman in December 2010. Prior to his appointment to the Board of Caliber ID, he served as Executive Chairman of Royal & Sun Alliance (RSA), USA from January 2005 to December 2006, and oversaw its divestiture from RSA, a large public insurance company headquartered in the United Kingdom. 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
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high technology manufacturing company in the flash memory business. Mr. 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. Mr. 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. He was a board member of Boston Private Financial Holdings, a public bank holding company, and its related bank from June 2004 to May 2014. Mr. Shea has served on the boards of the Boston Children’s Hospital, Northeastern University, NASDAQ OMXBX, and the Boston Stock Exchange. Mr. Shea holds both a Bachelor of Arts degree and a Master of Arts degree in Economics.
The Sponsor has concluded that Mr. 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.
Molly Duffy
, 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. Ms. 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. Ms. 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. Ms. Duffy is a member of the Global Financial Markets Management Team, UK/Europe Regional Management Team, and US Management Team. Ms. 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. Ms. 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. Mr. 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. Mr. 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
institutions. After working several years covering banking clients, he shifted his focus to trading, where he rose to manage Merrill Lynch’s proprietary municipal investments portfolio until December 2000. Mr. Rodriguez has since worked at WestLB, from December 2000 to May 2003, where he managed the bank’s complex guaranteed reinvestment contract business, and BNP Paribas, from May 2003 to May 2004, where he served as Director and Head of Municipals. From May 2004 to August 2010, Mr. Rodriguez served as Director and Managing Director of Deutsche Bank and worked to establish the bank’s public finance efforts. As Managing Director, Mr. Rodriguez subsequently led Credit Suisse’s global rates structuring effort in London from August 2010 until June 2016. Mr. Rodriguez retired from banking in June 2016, and remained retired until March 2017, when he launched a private equity fund that focuses on lower middle market companies. He also devotes his time to personal investing as well as volunteering for local causes and mentoring local entrepreneurs.
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The Sponsor has concluded that Mr. 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.
Sara J. Sprung
, 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. Ms. 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. Ms. 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. Ms. 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. Ms. 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. Ms. Sprung’s product expertise includes fixed income, mortgage and asset backed securities, equities, currencies, derivatives, structured derivatives, quantitative investing, real estate and commodities. Ms. 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.
David Tait
, age 60, has served as a Director on the Board of Directors of the Sponsor and WGCAM since February 25, 2019. Mr. 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. Mr. Tait served as the Global Head of Fixed Income Macro Products at Credit Suisse from January 2012 until April 2016. Mr. Tait also served as a Managing Director of Union Bank of Switzerland from October 2009 until December 2011. He is currently an Independent Member of the Bank of England’s FICC Market Standards Board, which he joined in July 2017. Mr. Tait is also a major supporter of the National Society for the Prevention of Cruelty to Children and has raised over £1 million by climbing Mount Everest on five occasions. He was awarded an MBE by the Queen for his services to the charity.
The Sponsor has concluded that Mr. Tait 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 the Chief Executive Officer of World Gold Council and director of WGCAM.
Neal Wolkoff
, 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. Mr. 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. Mr. 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. From April 2005 to October 2008 Mr. Wolkoff served as Chairman and Chief Executive Officer of the American Stock Exchange (AMEX). Prior to the AMEX, for over 20 years, Mr. Wolkoff held several senior level officer positions at the New York Mercantile Exchange (NYMEX) including Acting President, Executive Vice President and Chief Operating Officer, and Senior Vice President for Regulation and Clearing, in which position Mr. Wolkoff was the exchange’s chief regulatory officer. Mr. Wolkoff started his career as an Honors Program Trial Attorney in the Division of Enforcement of the Commodity Futures Trading Commission. He was appointed to the Board of OTC Markets Group in September 2012 and in November 2013 became the non-executive
Chairman of that board. Mr. Wolkoff has also served on the Board of Directors and Executive Committee of the National Futures Association. Mr. Wolkoff received a Bachelor of Arts degree and a Juris Doctor degree and is a member of the Bar of the State of New York.
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
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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.
The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations and accountability for adherence to this code.
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Securities Authorized for Issuance under Equity Compensation Plans and Related Stockholder Matters
Not applicable.
Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Item 13. Certain Relationships and Related Transactions and Director Independence
Not applicable.
Item 14. Principal Accounting Fees and Services
Our independent registered public accounting firm is KPMG, LLP , New York , NY, Auditor Firm ID: 185
Fees for services performed by KPMG LLP for the years ended September 30, 2022 and 2021 were:
Years Ended September 30,
2022
2021
Audit fees
$
352,000
$
330,000
Audit-related fees
117,000
98,000
Total
$
469,000
$
428,000
In the table above, in accordance with the SEC’s definitions and rules, Audit Fees are fees paid to KPMG LLP for professional services for the audit of the Trust’s financial statements included in the annual report on Form 10-K
and review of financial statements included in the quarterly reports on Form 10-Q,
and for services that are normally provided by the accountants in connection with regulatory filings or engagements. Audit Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s financial statements. As our Shares are also listed on the Hong Kong Exchanges and Clearing Limited, KPMG LLP is a Public Interest Entity Auditor recognized in accordance with the Financial Reporting Council Ordinance.
Pre-Approved
Policies and Procedures
The Trust has no board of directors, and as a result, has no audit committee or pre-approval
policy with respect to fees paid to its principal accounting firm. Such determinations, including for the fiscal year ended September 30, 2022, are made by the Sponsor’s Board of Directors and Audit Committee.
46
Table of Contents
PART IV
Item 15. Exhibits and Financial Statements 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
Number
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date/Period
End Date
4.1
Trust Indenture dated November 12, 2004.
10-K
4.1
9/30/07
4.1.1
Amendment No. 1 to Trust Indenture dated November 26, 2007.
8-K
4.1
12/13/07
4.1.2
Amendment No. 2 to Trust Indenture dated May 20, 2008.
10-K
4.1.2
9/30/08
4.1.3
Amendment No. 3 to Trust Indenture dated June 1, 2011.
8-K
4.1
6/1/11
4.1.4
Amendment No. 4 to Trust Indenture dated June 18, 2014.
8-K
4.1
6/19/14
4.1.5
Amendment No. 5 to Trust Indenture dated March 20, 2015.
8-K
4.1.5
3/20/15
4.1.6
Amendment No. 6 to Trust Indenture dated April 14, 2015.
8-K
4.1.6
7/14/15
4.1.7
Amendment No. 7 to Trust Indenture dated September 5, 2017.
8-K
4.1.7
9/11/17
4.1.8
Amendment No. 8 to Trust Indenture dated February 6, 2020.
10-Q
4.1.8
2/7/20
4.2
Form of Participant Agreement.
S-1
4.2
11/8/04
4.2.1
Amendment No. 1 to Participant Agreements.
8-K
4.2
12/13/07
4.2.2
Amendment No. 2 to Participant Agreements dated May 20, 2008.
10-K
4.2.2
9/30/08
4.2.3
Amendment No. 3 to Participant Agreements dated July 18, 2014.
8-K
4.2.3
7/22/14
4.2.4
Amendment No. 4 to Participant Agreements dated September 5, 2017.
10-K
4.2.4
9/30/17
4.2.5
Amendment No. 5 to Participant Agreements dated May 10, 2022.
S-3
4.2.5
9/20/22
4.3
Sponsor Payment and Reimbursement Agreement dated November 12, 2004.
10-K
4.3
9/30/07
4.4*
Description of the Securities Registered under Section 12 of the Securities Exchange Act of 1934
47
Table of Contents
Exhibit
Number
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date/Period
End Date
10.1
Third Amended and Restated Allocated Bullion Account Agreement dated August 18, 2020.
S-3
10.1
8/18/20
10.1.1
Deed of Amendment to the Third Amended and Restated Allocated Bullion Account Agreement dated April 29, 2022.
8-K
10.1.1
5/16/22
10.2
Second Amended and Restated Unallocated Bullion Account Agreement dated July 17, 2015.
8-K
10.2
7/17/15
10.3
Form of Participant Unallocated Bullion Account Agreement.
S-1
4.2 (Attachment B)
11/8/04
10.3.1
Form of Amendment to Participant Unallocated Bullion Account Agreement dated November 26, 2007.
10-K
10.3.1
9/30/08
10.3.2
Form of Amendment No. 2 to Participant Unallocated Bullion Account Agreement effective May 20, 2008.
S-3
10.3.1
5/20/08
10.4
Depository Agreement dated November 11, 2004.
10-K
10.4
9/30/07
10.5
License Agreement
S-1
10.5
9/26/03
10.6
Amended and Restated Marketing Agent Agreement dated July 17, 2015.
8-K
10.6
7/17/15
10.6.1
First Amendment to the Amended and Restated Marketing Agent Agreement dated May 4, 2018.
10-Q
10.6.1
8/7/18
10.8
WGC/WGTS License Agreement dated November 16, 2004.
10-K
10.8
9/30/07
10.8.1
Amendment No. 1 to WGC/WGTS License Agreement dated May 20, 2008.
10-K
10.8.1
9/30/08
10.10
Marketing Agent Reimbursement Agreement dated November 16, 2004.
10-K
10.10
9/30/07
10.12
SPDR Sublicense Agreement dated May 20, 2008.
10-K
10.12
9/30/08
10.13
Novation Agreement dated June 4, 2014.
8-K
10.13
11/21/14
23.1*
Consent of KPMG LLP.
23.2*
Consent of Carter Ledyard & Milburn LLP.
31.1*
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*
Certification of Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1*
Certification of Principal Executive Officer Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.
32.2*
Certification of Principal Financial and Accounting Officer Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.
48
Table of Contents
Exhibit
Number
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date/Period
End Date
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104.1
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.
*
Filed herewith.
Item 16. Form 10-K
Summary
.
Not applicable.
49
Table of Contents
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* indicated thereunto duly authorized.
WORLD GOLD TRUST SERVICES, LLC
Sponsor of the SPDR ®
Gold Trust
(Registrant)
/s/ Joseph R. Cavatoni
Joseph R. Cavatoni
Principal Executive Officer*
/s/ Amanda Krichman
Amanda Krichman
Principal Financial and Accounting Officer*
/s/ William J. Shea
William J. Shea
Director*
/s/ Molly Duffy
Molly Duffy
Director*
/s/ Carlos Rodriguez
Carlos Rodriguez
Director*
/s/ Sara J. Sprung
Sara J. Sprung
Director*
/s/ David Tait
David Tait
Director*
/s/ Neal Wolkoff
Neal Wolkoff
Director*
Date: November 2 3
, 2022
*
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.
Table of Contents
SPDR ®
GOLD TRUST
FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2021
INDEX
Page
Report of Independent Registered Public Accounting Firm
F-2
Statements of Financial Condition at September 30, 2022 and 2021
F-4
Schedules of Investment at September 30, 2022 and 2021
F-5
Statements of Operations for the years ended September 30, 2022, 2021 and 2020
F-6
Statements of Cash Flows for the years ended September 30, 2022, 2021 and 2020
F-7
Statements of Changes in Net Assets for the years ended September 30, 2022, 2021 and 2020
F-8
Notes to the Financial Statements
F-9
F-1
Table of Contents
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:
Opinion on the Financial Statements
We have audited the accompanying statements of financial condition of SPDR ®
Gold Trust (the Trust), including the schedules of investment, as of September 30, 2022 and 2021, the related statements of operations, cash flows, and changes in net assets for each of the years in the three-year period ended September 30, 2022 and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of September 30, 2022 and 2021, and the results of its operations, its cash flows, and changes in its net assets for each of the years in the three-year period ended September 30, 2022, in conformity with U.S. generally accepted accounting principles.
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
These financial statements are the responsibility of World Gold Trust Services, LLC (the Trust’s sponsor). Our responsibility is to express an opinion on these 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 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 the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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 investment, as of September 30, 2022, the Trust’s market value of gold holdings was $50.7 billion, representing 100% of the Trust’s total assets. All of the gold holdings, which were 30.3 million ounces as of September 30, 2022, were held by a third-party custodian (the custodian).
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We identified the evaluation of the evidence pertaining to the existence of the gold holdings as a critical audit matter. Given the nature and volume of the gold holdings, subjective auditor judgment was required to evaluate the extent and nature of evidence obtained to assess the quantity of gold held by the custodian as of September 30, 2022.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Trust’s gold holdings process, including controls over (1) the comparison of the Trust’s records of gold held to the custodian’s records and (2) the approval of gold deposits and withdrawals by the trustee of the Trust. We obtained a schedule directly from the custodian of the Trust’s gold holdings held by the custodian as of September 30, 2022. We compared the total ounces on such schedule to the Trust’s record of gold holdings. We also attended and observed part of the physical count of the Trust’s gold holdings performed at the custodian’s location by a third party engaged by the Trust’s sponsor. We obtained the physical count result of that third party and reconciled it to both the Trust’s and the custodian’s records.
/s/ KPMG LLP
We have served as the Trust’s auditor since 2010.
New York, New York
November 23, 2022
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SPDR ®
GOLD TRUST
Statements of Financial Condition
at September 30, 2022 and 2021
(Amounts in 000’s of US$ except for share and per share data)
Sep-30,
2022
Sep-30,
2021
ASSETS
Investments in Gold, at fair value (cost $ 49,274,427 and $ 49,227,344 at September 30, 2022 and 2021, respectively)
$
50,693,257
$
55,474,023
Total Assets
$
50,693,257
$
55,474,023
LIABILITIES
Accounts payable to Sponsor
$
17,074
$
18,749
Gold payable
185,723
—
Total Liabilities
$
202,797
$
18,749
Net Assets
$
50,490,460
$
55,455,274
Shares issued and outstanding (1)
324,300,000
340,300,000
Net asset value per Share
$
155.69
$
162.96
(1)
Authorized share capital is unlimited and the par value of the Shares is $ 0.00 .
See notes to the financial statements.
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SPDR ®
GOLD TRUST
Schedules of Investment
(Amounts in 000’s except for percentages)
September 30, 2022
Ounces of gold
Cost
Fair Value
% of Net Assets
Investment in Gold
30,323.5
$
49,274,427
$
50,693,257
100.40
%
Total Investment
$
49,274,427
$
50,693,257
100.40
%
Liabilities in excess of other assets
( 202,797
)
( 0.40
)%
Net Assets
$
50,490,460
100.00
%
September 30, 2021
Ounces of gold
Cost
Fair Value
% of Net Assets
Investment in Gold
31,830.4
$
49,227,344
$
55,474,023
100.03
%
Total Investment
$
49,227,344
$
55,474,023
100.03
%
Liabilities in excess of other assets
( 18,749
)
( 0.03
)%
Net Assets
$
55,455,274
100.00
%
See notes to the financial statements.
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SPDR ®
GOLD TRUST
Statements of Operations
For the years ended September 30, 2022, 2021, and 2020
(Amounts in 000’s of US$, except per share data)
Year Ended
Sep-30,
2022
Year Ended
Sep-30,
2021
Year Ended
Sep-30,
2020
EXPENSES
Sponsor fees
$
238,497
$
257,595
$
225,630
Total expenses
238,497
257,595
225,630
Net investment loss
( 238,497
)
( 257,595
)
( 225,630
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay expenses
30,323
43,413
37,273
Net realized gain/(loss) from gold distributed for the redemption of shares
2,091,493
4,455,284
2,138,221
Net change in unrealized gain/(loss) on investment in gold
( 4,827,849
)
( 9,987,571
)
11,134,064
Net realized and change in unrealized gain/(loss) on investment in gold
( 2,706,033
)
( 5,488,874
)
13,309,558
Net income/(loss)
$
( 2,944,530
)
$
( 5,746,469
)
$
13,083,928
Net income/(loss) per share
$
( 8.39
)
$
( 15.25
)
$
36.89
Weighted average number of shares (in 000’s)
350,920
376,931
354,701
See notes to the financial statements.
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SPDR ®
GOLD TRUST
Statements of Cash Flows
For the years ended September 30, 2022, 2021, and 2020
(Amounts in 000’s of US$)
Year Ended
Sep-30,
2022
Year Ended
Sep-30,
2021
Year Ended
Sep-30,
2020
INCREASE/DECREASE IN CASH FROM OPERATIONS:
Cash proceeds received from sales of gold
$
240,172
$
264,295
$
214,422
Cash expenses paid
( 240,172
)
( 264,295
)
( 214,422
)
Increase/(Decrease) in cash resulting from operations
—
—
—
Cash and cash equivalents at beginning of period
—
—
—
Cash and cash equivalents at end of period
$
—
$
—
$
—
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
ACTIVITIES:
Value of gold received for creation of shares-net
of change in gold receivable
$
17,115,534
$
11,694,069
$
32,600,221
Value of gold distributed for redemption of shares-net
of change in gold payable
$
18,950,095
$
27,444,877
$
12,886,597
(Amounts in 000’s of US$)
Year Ended
Sep-30,
2022
Year Ended
Sep-30,
2021
Year Ended
Sep-30,
2020
RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Net income/(loss)
$
( 2,944,530
)
$
( 5,746,469
)
$
13,083,928
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Proceeds from sales of gold to pay expenses
240,172
264,295
214,422
Net realized (gain)/loss from investment in gold sold to pay expenses
( 30,323
)
( 43,413
)
( 37,273
)
Net realized (gain)/loss from gold distributed for the redemption of shares
( 2,091,493
)
( 4,455,284
)
( 2,138,221
)
Net change in unrealized (gain)/loss on investment in gold
4,827,849
9,987,571
( 11,134,064
)
Increase/(Decrease) in accounts payable to Sponsor
( 1,675
)
( 6,700
)
11,208
Net cash provided by operating activities
$
—
$
—
$
—
See notes to the financial statements.
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SPDR ®
GOLD TRUST
Statements of Changes in Net Assets
For the years ended September 30, 2022, 2021, and 2020
(Amounts in 000’s of US$)
Year Ended
Sep-30,
2022
Year Ended
Sep-30,
2021
Year Ended
Sep-30,
2020
Net Assets - Opening Balance
$
55,455,274
$
76,952,551
$
43,959,000
Creations
17,115,534
11,694,069
32,600,221
Redemptions
( 19,135,818
)
( 27,444,877
)
( 12,690,598
)
Net investment loss
( 238,497
)
( 257,595
)
( 225,630
)
Net realized gain/(loss) from investment in gold sold to pay expenses
30,323
43,413
37,273
Net realized gain/(loss) from gold distributed for the redemption of shares
2,091,493
4,455,284
2,138,221
Net change in unrealized gain/(loss) on investment in gold
( 4,827,849
)
( 9,987,571
)
11,134,064
Net Assets - Closing Balance
$
50,490,460
$
55,455,274
$
76,952,551
See notes to the financial statements.
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Notes to the Financial Statements
1.
Organization
The SPDR ®
Gold Trust (the “Trust”) is an investment trust formed on November 12, 2004 under New York law pursuant to a trust indenture (the “Trust Indenture”). The fiscal year end for the Trust is September 30 th
. The Trust holds gold and is expected from time to time to issue shares (“Shares”) (in minimum denominations of 100,000 Shares, also referred to as “Baskets”) in exchange for deposits of gold and to distribute gold in connection with redemption of Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trust’s expenses. World Gold Trust Services, LLC is the sponsor of the Trust (the “Sponsor”). BNY Mellon Asset Servicing, a division of The Bank of New York Mellon, is the trustee of the Trust (the “Trustee”). State Street Global Advisors Funds Distributors, LLC is the marketing agent of the Trust (the “Marketing Agent”). HSBC Bank plc is the custodian of the Trust (the “Custodian”).
The Shares trade on the NYSE Arca, Inc. (the “NYSE Arca”) under the symbol “GLD”, providing investors with an efficient means to obtain market exposure to the price of gold bullion. The Shares are also listed on the Hong Kong Exchanges and Clearing Limited, the Mexican Stock Exchange (Bolsa Mexicana de Valores), the Singapore Exchange Limited and the Tokyo Stock Exchange.
The Trustee does not actively manage the gold held by the Trust. This means that the Trustee does not sell gold at times when its price is high or acquire gold at low prices in the expectation of future price increases. It also means that the Trustee does not make use of any of the hedging techniques available to professional gold investors to attempt to reduce the risk of losses resulting from price decreases. Any losses sustained by the Trust will adversely affect the value of the Shares.
2.
Significant Accounting Policies
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) 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.
Basis of Accounting
For accounting purposes only, the Trust is an investment company and, therefore, applies the specialized accounting and reporting guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies. The Trust is not registered as an investment company under the Investment Company Act of 1940, as amended.
2.2.
Fair Value Measurement
FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, provides a single definition of fair value, a hierarchy for measuring fair value and expanded disclosures about fair value adjustments.
The Trust does not hold any derivative instruments, and its assets only consist of allocated gold bullion and, from time to time, (i) gold receivable, representing gold covered by contractually binding orders for the creation of Shares where the gold has not yet been transferred to the Trust’s account and (ii) cash, which is used to pay expenses.
U.S. GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust’s policy is to value its investments at fair value.
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Various inputs are used in determining the fair value of assets and liabilities. Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”). These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes. The level of a value determined for an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are as follows:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and
Level 3 – Inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.
The following table summarizes the Trust’s investments at fair value:
(Amounts in 000’s of US$)
September 30, 2022
Level 1
Level 2
Level 3
Investment in Gold
$
50,693,257
$
—
$
—
Total
$
50,693,257
$
—
$
—
(Amounts in 000’s of US$)
September 30, 2021
Level 1
Level 2
Level 3
Investment in Gold
$
55,474,023
$
—
$
—
Total
$
55,474,023
$
—
$
—
There were no transfers between Level 1 and other Levels for the years ended September 30, 2022 and 2021.
The Trustee values the gold held by the Trust on the basis of the price of an ounce of gold as determined by the ICE Benchmark Administration Limited (“IBA”), a benchmark administrator, which provides an independently administered auction process as well as the overall administration and governance for the London Bullion Market Association (“LBMA”). In determining the net asset value (“NAV”) of the Trust, the Trustee values the gold held by the Trust on the basis of the price of an ounce of gold determined by the IBA 3:00 PM auction process (“LBMA Gold Price PM”), which is an electronic auction, with the imbalance calculated, and the price adjusted in rounds (30 seconds in duration). The auction runs twice daily at 10:30 AM and 3:00 PM London time. The Trustee determines the NAV of the Trust on each day the NYSE Arca is open for regular trading, at the earlier of the LBMA Gold Price PM for the day or 12:00 PM New York time. If no LBMA Gold Price is made on a particular evaluation day or if the LBMA Gold Price has not been announced by 12:00 PM New York time on a particular evaluation day, the next most recent LBMA Gold Price (AM or PM) is used in the determination of the NAV of the Trust, unless the Trustee, in consultation with the Sponsor, determines that such a price is inappropriate to use as the basis for such determination.
2.3.
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. 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.
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2.4.
Gold Receivable
Gold receivable represents the quantity of gold covered by contractually binding orders for the creation of Shares where the gold has not yet been transferred to the Trust’s account. Generally, ownership of the gold is transferred within two business days of the trade date.
(Amounts in 000’s of US$)
Sep-30, 2022
Sep-30, 2021
Gold receivable
$
—
$
—
2.5.
Gold Payable
Gold payable represents the quantity of gold covered by contractually binding orders for the redemption of Shares where the gold has not yet been transferred out of the Trust’s account. Generally, ownership of the gold is transferred within two business days of the trade date.
(Amounts in 000’s of US$)
Sep-30, 2022
Sep-30, 2021
Gold payable
$
185,723
$
—
2.6.
Creations and Redemptions of Shares
The Trust creates and redeems Shares from time to time, but only in one or more Baskets (a Basket equals a block of 100,000 Shares). The Trust issues Shares in Baskets to certain authorized participants (“Authorized Participants”) on an ongoing basis. The creation and redemption of Baskets is only made in exchange for 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 amount of which will be based on the combined net asset value of 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.
As the Shares of the Trust are redeemable in Baskets at the option of the Authorized Participants, the Trust has classified the Shares as Net Assets for financial reporting purposes. Activity in the number and value of Shares created and redeemed for the years ended September 30, 2022, 2021 and 2020 are as follows:
(Amounts are in 000’s)
Year Ended
Sep-30,
2022
Year Ended
Sep-30,
2021
Year Ended
Sep-30,
2020
Activity in Number of Shares Created and Redeemed:
Creations
97,800
67,500
201,800
Redemptions
( 113,800
)
( 161,600
)
( 81,400
)
Net Change in Number of Shares Created and Redeemed
( 16,000
)
( 94,100
)
120,400
(Amounts in 000’s of US$)
Year Ended
Sep-30,
2022
Year Ended
Sep-30,
2021
Year Ended
Sep-30,
2020
Activity in Value of Shares Created and Redeemed:
Creations
$
17,115,534
$
11,694,069
$
32,600,221
Redemptions
( 19,135,818
)
( 27,444,877
)
( 12,690,598
)
Net change in Value of Shares Created and Redeemed
$
( 2,020,284
)
$
( 15,750,808
)
$
19,909,623
2.7.
Income and Expense (Amounts in 000’s of US$)
The Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s gold as necessary to pay the Trust’s expenses. 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
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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, 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.
2.8.
Income Taxes
The Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself will not be subject to U.S. federal income tax. Instead, the Trust’s income and expenses will “flow through” to the Shareholders, and the Trustee will report the Trust’s proceeds, income, deductions, gains, and losses to the Internal Revenue Service on that basis. The Sponsor of the Trust 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 September 30, 2022 or 2021.
The Sponsor evaluates tax positions taken or expected to be taken in the course of its tax treatment, and its tax reporting to its shareholders, of these positions 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 September 30, 2022, the 2021, 2020, and 2019 tax years remain open for examination. There were no examinations in progress at period end.
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3.
Quarterly Statements of Operations
Fiscal Period Ended September 30, 2022
Three Months Ended (unaudited)
(Amounts in 000’s of US$, except per share data)
Dec 31, 2021
Mar 31, 2022
Jun 30, 2022
Sep 30, 2022
Year Ended
Sep 30, 2022
EXPENSES
Sponsor fees
$
57,105
$
61,058
$
64,772
$
55,562
$
238,497
Total expenses
57,105
61,058
64,772
55,562
238,497
Net investment loss
( 57,105
)
( 61,058
)
( 64,772
)
( 55,562
)
( 238,497
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay expenses
7,317
8,878
9,851
4,277
30,323
Net realized gain/(loss) from gold distributed for the redemption of shares
302,742
440,331
924,875
423,545
2,091,493
Net change in unrealized gain/(loss) on investment in gold
2,093,694
3,535,070
( 5,329,581
)
( 5,127,032
)
( 4,827,849
)
Net realized and change in unrealized gain/(loss) on investment in gold
2,403,753
3,984,279
( 4,394,855
)
( 4,699,210
)
( 2,706,033
)
Net income/(loss)
$
2,346,648
$
3,923,221
$
( 4,459,627
)
$
( 4,754,772
)
$
( 2,944,530
)
Net income/(loss) per share
$
6.95
$
11.09
$
( 12.01
)
$
( 13.93
)
$
( 8.39
)
Weighted average number of shares (in 000’s)
337,516
353,898
371,198
341,353
350,920
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Fiscal Period Ended September 30, 2021
Three Months Ended (unaudited)
(Amounts in 000’s of US$, except per share data)
Dec 31, 2020
Mar 31, 2021
Jun 30, 2021
Sep 30, 2021
Year Ended
Sep 30, 2021
EXPENSES
Sponsor fees
$
74,531
$
63,969
$
60,114
$
58,981
$
257,595
Total expenses
74,531
63,969
60,114
58,981
257,595
Net investment loss
( 74,531
)
( 63,969
)
( 60,114
)
( 58,981
)
( 257,595
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay expenses
15,299
10,367
9,137
8,610
43,413
Net realized gain/(loss) from gold distributed for the redemption of shares
1,667,498
1,713,199
495,949
578,638
4,455,284
Net change in unrealized gain/(loss) on investment in gold
( 1,659,393
)
( 8,950,053
)
1,814,442
( 1,192,567
)
( 9,987,571
)
Net realized and change in unrealized gain/(loss) on investment in gold
23,404
( 7,226,487
)
2,319,528
( 605,319
)
( 5,488,874
)
Net income/(loss)
$
( 51,127
)
$
( 7,290,456
)
$
2,259,414
$
( 664,300
)
$
( 5,746,469
)
Net income/(loss) per share
$
( 0.12
)
$
( 18.97
)
$
6.37
$
( 1.90
)
$
( 15.25
)
Weighted average number of shares (in 000’s)
419,398
384,292
354,837
349,115
376,931
4.
Related Parties – Sponsor and Trustee
The Trust’s only recurring fixed expense is the Sponsor’s fee which accrues daily at an annual rate equal to 0.40 % of the daily NAV, in exchange for the Sponsor assuming the responsibility to pay all ordinary fees and expenses of the Trust which include fees and expenses of the Trustee, the fees and expenses of the Custodian for the custody of the Trust’s gold bars, the fees and expenses of the Sponsor, certain taxes, the fees of the Marketing Agent, printing and mailing costs, legal and audit fees, registration fees, NYSE Arca listing fees and other marketing costs and expenses.
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
The Trust’s sole business activity is the investment of gold. Various factors could affect the price of gold including: (i) global supply and demand, which is influenced by such factors as gold’s uses in jewelry, technology and industrial applications, purchases made by investors in the form of bars, coins and other gold products, 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 such as China, Australia, and the United States; (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; (vi) other economic variables such as income growth, economic output, and monetary policies; and (vii) global or regional political, economic or financial events and situations, especially those that are unexpected in nature. In addition, while gold is used to preserve wealth by investors around the world, 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.
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6.
Indemnification
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. Under the Trust Indenture, the Sponsor may be able to seek indemnification by the Trust for payments it makes in connection with the Sponsor’s activities under the Trust Indenture to the extent its conduct does not disqualify it from receiving such indemnification under the terms of the Trust Indenture. The Sponsor is also indemnified by the Trust and held harmless against any loss, liability or expense arising under the Amended and Restated Marketing Agent Agreement between the Sponsor and the Marketing Agent effective July 17, 2015, as amended, or any agreement entered into with an Authorized Participant which provides the procedures for the creation and redemption of Baskets and for the delivery of gold and any cash required for creations and redemptions insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Sponsor by the Trustee. Any amounts payable to the Sponsor are secured by a lien on the Trust’s assets.
The Sponsor has agreed to indemnify certain parties against certain liabilities and to contribute to payments that such parties may be required to make in respect of those liabilities. The Trustee has agreed to reimburse such parties, solely from and to the extent of the Trust’s assets, for indemnification and contribution amounts due from the Sponsor in respect of such liabilities to the extent the Sponsor has not paid such amounts when due. The Sponsor has agreed that, to the extent the Trustee pays any amount in respect of the reimbursement obligations described in the preceding sentence, the Trustee, for the benefit of the Trust, will be subrogated to and will succeed to the rights of the party so reimbursed against the Sponsor.
F-1 5
Table of Contents
7.
Financial Highlights
The Trust is presenting the following financial highlights related to investment performance and operations of a Share outstanding for the years ended September 30, 2022, 2021 and 2020, respectively. The total return at net asset value is based on the change in net asset value of a Share during the period and the total return at market value is based on the change in market value of a Share on the NYSE Arca during the period. An individual investor’s return and ratios may vary based on the timing of capital transactions.
Year Ended
Sep-30, 2022
Year Ended
Sep-30, 2021
Year Ended
Sep-30, 2020
Net Asset Value
Net asset value per Share, beginning of period
$
162.96
$
177.15
$
140.00
Net investment income/(loss)
( 0.68
)
( 0.68
)
( 0.64
)
Net Realized and Change
in
Unrealized
Gain/(Loss)
( 6.59
)
( 13.51
)
37.79
Net Income/(Loss)
( 7.27
)
( 14.19
)
37.15
Net asset value per Share, end of period
$
155.69
$
162.96
$
177.15
Market value per Share, beginning of period
$
164.22
$
177.12
$
138.87
Market value per Share, end of period
$
154.67
$
164.22
$
177.12
Ratio to average net assets
Net investment loss
( 0.40 )%
( 0.40 )%
( 0.40 )%
Gross expenses
0 .40 %
0 .40 %
0 .40 %
Net expenses
0 .40 %
0 .40 %
0 .40 %
Total Return, at net asset value
( 4.46 )%
( 8.01 )%
26.54 %
Total Return, at market value
( 5.82 )%
( 7.28 )%
27.54 %
F-1 6
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.