What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-11-23 compared with 2021-11-24 · 39 added, 42 removed, 512 unchanged (14% of the section changed)

6 unchanged sentences

The Trust has established six separate Funds of which one is operational at September 30, 2022.

The accompanying financial statements relate to the Trust and SPDR® Gold MiniShares

Trust (“GLDM”).

The financial statements for the Trust include the operations of SPDR® Long Dollar Gold Trust (“GLDW”) until it was voluntarily liquidated on September 16, 2019.

The accompanying financial statements relate to the Trust and SPDR® Gold MiniShares® Trust (“GLDM”).

GLDM commenced operations on June 26, 2018.

1 unchanged sentence

GLDM issues and redeems Shares from time to time in Creation Units to institutional investors referred to as “Authorized Participants.” Creation Units are offered continuously at the net asset value (the “NAV”) for 100,000 Shares on the day that an order to create a Creation Unit is accepted by GLDM.

Shares trade under the ticker symbol GLDM on the NYSE Arca.

Shares trade under the ticker symbol GLDM on the NYSE Arca, Inc.

(the “NYSE Arca”).

Authorized Participants and other investors may buy and sell Shares in the secondary market.

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

GLDW commenced operations on January 27, 2017.

On July 15, 2019, the Sponsor notified the NYSE Arca, Inc.

(the “NYSE Arca”) that it had determined to voluntarily close GLDW, delist GLDW, liquidate GLDW’s shares and withdraw GLDW’s shares from registration under the Exchange Act.

GLDW ceased accepting creation and redemption orders after September 6, 2019 and trading of GLDW’s shares on the NYSE Arca ceased at the open of market on September 10, 2019.

The NYSE Arca filed a Form 25 with the Commission on September 11, 2019 and on September 16, 2019, a Post-Effective Amendment deregistering GLDW’s unsold shares was declared effective and the final liquidation payments were made.

The principal offices of the Trust and the Funds are at c/o WGC USA Asset Management Company, LLC, 685 Third Avenue, 27th Floor, New York, New York 10017.

15 unchanged sentences

Delaware Trust Company, a Delaware trust company with trust powers, serves as the sole trustee of the Trust (the “Trustee”).

The Trustee’s duties and liabilities with respect to the offering of shares and the management of the Trust and GLDM are limited to its express obligations under the Fourth Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”), dated as of April 16, 2018, between the Sponsor and the Trustee.

The Administrator

24 unchanged sentences

The NAV is calculated based on the price of gold per ounce times the number of ounces of gold owned by GLDM.

For purposes of calculating NAV, the number of ounces of gold owned by GLDM reflects the amount of gold delivered into (or out of) GLDM on a daily basis by Authorized Participants creating and redeeming Shares.

For purposes of calculating NAV, the number of

ounces of gold owned by GLDM reflects the amount of gold delivered into (or out of) GLDM on a daily basis by Authorized Participants creating and redeeming Shares.

Except as otherwise described herein, in determining the NAV, the Administrator will value the gold bullion held by GLDM on the basis of the price of an ounce of gold determined by the IBA 3:00 PM auction process (“LBMA Gold Price PM”).

4 unchanged sentences

GLDM’s gold bullion holdings are not managed and GLDM does not have any investment discretion.

GLDM is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act.

GLDM will not hold or trade in commodity futures contracts regulated by the Commodity Exchange Act of 1936 (the “CEA”) as administered by the Commodity Futures Trading Commission (the “CFTC”).

GLDM is not a commodity pool for purposes of the CEA, and none of the Sponsor, the Trustee or the Marketing Agent is subject to regulation as a commodity pool operator or a commodity trading advisor in connection with the Shares.

GLDM holds only gold bullion.

23 unchanged sentences

The following table is a summary of the world gold supply and demand for the past 5 years.

It is based on information reported in the Gold Focus 2021

World Gold Supply and Demand (2016—2020)

It is based on information reported in Gold Focus 2022

World Gold Supply and Demand (2017-2021)

10 unchanged sentences

Gold Price (US$/oz, London)

Metals Focus Gold Focus 2021

Gold Focus 2022

Sources of Gold Supply

33 unchanged sentences

Full Market Makers

Credit Suisse AG Zurich

Full Market Makers

Goldman Sachs International

6 unchanged sentences

Full Market Makers

BNP Paribas SA

Market Makers

5 unchanged sentences

Market Makers

The Bank of Nova Scotia

Market Makers

Toronto-Dominion Bank

11 unchanged sentences

Cost indicators can be obtained from various information service providers as well as dealers.

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

Liquidity in the OTC market can vary from time to time during the course of the 24-hour

31 unchanged sentences

The most significant gold futures exchange is the COMEX, part of the CME Group.

It began to offer trading in gold futures contracts in 1974, and for most of the period since that date, it has been the largest

exchange in the world for trading precious metals futures and options.

It began to offer trading in gold futures contracts in 1974, and for most of the period since that date, it has been the largest exchange in the world for trading precious metals futures and options.

The Tokyo Commodity Exchange (the “TOCOM”) is another significant futures exchange and has been trading gold since 1982.

19 unchanged sentences

The creation and redemption of Creation Units is only made in exchange for the delivery to GLDM or the distribution by GLDM of the amount of gold bullion represented by the Creation Units being created or redeemed.

The amount of gold bullion required to be delivered to GLDM in connection with any creation, or paid out upon redemption, is based on the combined NAV of the number of Shares included in the Creation Units being created or redeemed as determined on the day the order to create or redeem Creation Units is properly received and accepted.

determined on the day the order to create or redeem Creation Units is properly received and accepted.

The standard settlement cycle for most broker-dealer securities transactions is two business days, T+2 (the trade date plus two business days).

21 unchanged sentences

Gold bullion held in GLDM’s allocated account is the property of GLDM and is not traded, leased or loaned under any circumstances.

The Custodian will use commercially reasonable efforts to complete the transfer of gold bullion to the GLDM Allocated Account prior to the time by which the Administrator is to credit the Creation Unit to the Authorized Participant’s DTC account;

if, however, such transfers have not been completed by such time, the number of Creation Units ordered will be delivered against receipt of the gold bullion deposit amount in the GLDM Unallocated Account, and all shareholders will be exposed to the risks of unallocated gold bullion to the extent of that gold bullion deposit amount until the Custodian completes

the allocation process.

the Authorized Participant’s DTC account;

See “Risk Factors—Risks Related to the Custody of Gold—Gold bullion held in GLDM’s unallocated gold bullion account and any Authorized Participant’s unallocated gold bullion account is not segregated from the Custodian’s assets.”

27 unchanged sentences

The redemption distribution due from GLDM is delivered to the Authorized Participant on the second business day following the redemption order date if, by 10:00 a.m.

New York time on such second business day, the Administrator’s DTC account has been credited with the Creation Units to be redeemed.

New York time on such second business day, the Administrator’s DTC account has been credited with the Creation Units to be

The Custodian transfers the redemption gold bullion amount from the GLDM Allocated Account to the GLDM Unallocated Account and, thereafter, to the redeeming Authorized Participant’s unallocated account.

The Authorized Participant and GLDM are each at risk in respect of gold bullion credited to their respective unallocated accounts in the event of the Custodian’s insolvency.

See “Risk Factors—Risks

Related to the Custody of Gold—Gold bullion held in GLDM’s unallocated gold bullion account and any Authorized Participant’s unallocated gold bullion account is not segregated from the Custodian’s assets.”

Suspension or Rejection of Redemption Orders

36 unchanged sentences

(1) to request from the entity’s custodian (and a custodian or subcustodian to request from its subcustodian) a list identifying each gold bullion bar being held and the identity of the particular custodian or subcustodian holding the gold bullion bar and (2) to request the entity’s custodian to release the entity’s gold within two business days following demand for release.

Each custodian or subcustodian is obligated under the customs and practices of the London bullion market to provide the bar list and the identification of custodians and subcustodians referred to in (1) above, and each custodian is obligated to release gold as requested.

Each custodian or subcustodian is obligated under the customs and practices of the London bullion market to provide the bar list and the identification of custodians and subcustodians referred to in

(1) above, and each custodian is obligated to release gold as requested.

Under English law, unless otherwise provided in any applicable custody agreement, a custodian generally is liable to its customer for failing to take reasonable care of the customer’s gold and for failing to release the customer’s gold upon demand.

2 unchanged sentences

The Sponsor (so long as the Sponsor is WGC AM) and GLDM may, subject to confidentiality restrictions, review this insurance coverage, and the Custodian will provide the Trust with evidence of the Custodian’s insurance at GLDM’s request within 10 business days following the end of the calendar year.

GLDM will not be a beneficiary of

any such insurance and does not have the ability to dictate the nature or amount of the coverage.

GLDM will not be a beneficiary of any such insurance and does not have the ability to dictate the nature or amount of the coverage.

Therefore, shareholders cannot be assured that the Custodian maintains adequate insurance or any insurance with respect to the gold bullion held by the Custodian on behalf of GLDM.

12 unchanged sentences

The Custody Agreements provide for the full allocation of all gold bullion received from the Authorized Participants or other third parties and credited to the GLDM Unallocated Account at the end of each business day.

The Sponsor established an overdraft facility with the Custodian under which the Custodian makes available to the GLDM Unallocated Account up to 430 fine ounces of gold bullion in order to allow the Custodian to fully allocate all gold bullion credited to the GLDM Unallocated Account to the GLDM Allocated Account at the end of each business day.

The Sponsor established an overdraft facility with the Custodian under which the Custodian makes available to the GLDM Unallocated Account up to 430 fine ounces of gold bullion in

order to allow the Custodian to fully allocate all gold bullion credited to the GLDM Unallocated Account to the GLDM Allocated Account at the end of each business day.

Transfers into the GLDM Allocated Account

19 unchanged sentences

GLDM and the Custodian each may terminate any Custody Agreement immediately by written notice in the event it becomes unlawful for the Custodian or the Trust to be a party to the Agreement or for the Custodian to offer its services to the Trust or for the Trust to receive such services.

GLDM and the Custodian each may terminate any Custody Agreement immediately by written notice in

the event either party determines in its commercially reasonable opinion the existence of the presentation of a winding-up

GLDM and the Custodian each may terminate any Custody Agreement immediately by written notice in the event either party determines in its commercially reasonable opinion the existence of the presentation of a winding-up

order, bankruptcy or analogous event in relation to the other party.

44 unchanged sentences

federal income tax purposes.

There can be no assurance that the Internal Revenue Service (“IRS”) will agree with that treatment, and it is possible that the IRS

or another tax authority could assert a position contrary thereto and that a court could sustain that contrary position.

There can be no assurance that the Internal Revenue Service (“IRS”) will agree with that treatment, and it is possible that the IRS or another tax authority could assert a position contrary thereto and that a court could sustain that contrary position.

If GLDM were found not to be taxable as a “grantor trust,” the Sponsor would likely terminate and liquidate GLDM.

15 unchanged sentences

and (2) the Shareholder’s tax basis for his, her or its pro rata share of the gold bullion that was sold, which gain or loss will generally be long-term or short-term capital gain or loss, depending upon whether the Shareholder is treated as having held his, her or its share of the gold bullion that was sold for more than one year.

A Shareholder’s tax basis for his, her or its share of any gold bullion sold by GLDM generally will be determined by multiplying the Shareholder’s total tax basis for his, her or its share of all of the gold bullion held in GLDM immediately prior to the sale by a fraction, the numerator of which is the amount of gold bullion sold and the denominator of which is the total amount of the gold bullion held in GLDM immediately prior to the sale.

After any such sale, a Shareholder’s tax basis for his, her or its pro rata share of the gold bullion remaining in GLDM will be equal to the Shareholder’s tax basis for his, her or its share of the total amount of the gold bullion held in GLDM immediately prior to the sale, less the portion of such tax basis allocable to the Shareholder’s share of the gold bullion that was sold.

3 unchanged sentences

The Shareholder’s tax basis for the gold bullion received in the redemption generally will be the same as the Shareholder’s tax basis for the portion of his, her or its pro rata share of the gold bullion held in GLDM immediately prior to the redemption that is attributable to the Shares redeemed.

The Shareholder’s

holding period with respect to the gold bullion received should include the period during which the Shareholder held the Shares redeemed.

The Shareholder’s holding period with respect to the gold bullion received should include the period during which the Shareholder held the Shares redeemed.

A subsequent sale of the gold bullion received by the Shareholder will be a taxable event for U.S.

12 unchanged sentences

Shareholders from the sale of “collectibles,” including gold bullion, held for more than one year are taxed at a maximum rate of 28%, rather than the 20% rate applicable to most other long-term capital gains.

However, if an individual U.S.

Shareholder is otherwise subject to a rate lower than 28% if the gain was ordinary income due to being in a lower tax bracket, the 28% rate does not apply and the lower rate applies.

For these purposes, gain recognized by a non-corporate

Shareholder upon the sale of an interest in a trust that holds collectibles is treated as gain recognized on the sale of collectibles, to the extent that the gain is attributable to unrealized appreciation in value of the collectibles held by the trust.

Therefore, any gain recognized by a non-corporate

any gain recognized by a non-corporate

Shareholder attributable to a sale of Shares held for more than one year, or attributable to GLDM’s sale of any gold bullion which the Shareholder is treated (through his, her or its ownership of Shares) as having held for more than one year, generally will be taxed at a maximum U.S.

26 unchanged sentences

Code Section 408(m) provides that the acquisition of a “collectible by an 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.

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 IRS has issued private letter rulings to taxpayers, including an affiliate of the Sponsor, concluding that the purchase of shares in trusts similar to GLDM by an IRA owner or plan participant will not constitute the acquisition of a collectible or be treated as resulting in a taxable distribution to the IRA owner or plan participant under Code section 408(m).

38 unchanged sentences

Although the matter is not settled, it appears that ownership of Shares should not be considered ownership of the underlying gold for this purpose, even to the extent that gold was held in custody in the United States.

Instead, Shares should be considered intangible property, and therefore they should not be subject to U.S.

Instead, Shares should be considered

intangible property, and therefore they should not be subject to U.S.

federal gift tax if transferred during the holder’s lifetime.

8 unchanged sentences

plans, government plans and some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions of Code section 4975, but may be subject to substantially similar rules under state, federal or other law (“Similar 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 (1) whether the fiduciary has the authority to make the

investment under the appropriate governing plan instrument;

(2) whether the investment would constitute a direct or indirect non-exempt

3 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 1. Business