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 Trust’s 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 or the Funds’ internal controls over financial reporting that occurred during the year 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 and the Funds’ 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 and the Funds’ 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 and the Funds’ 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 and the Funds’ assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Principal Executive Officer and Principal Financial and Accounting Officer of the Sponsor assessed the effectiveness of the Trust’s and GLDM’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 and GLDM’s internal control over financial reporting and testing of the operational effectiveness of its internal control over
35
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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 and GLDM 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 and GLDM’s internal control over financial reporting as of September 30, 2022.
November 23, 2022
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Trustee of SPDR® Gold MiniShares® Trust, the Trustee of World Gold Trust and the Board of Directors of WGC USA Asset Management Company, LLC:
Opinion on Internal Control Over Financial Reporting
We have audited World Gold Trust’s (the Trust) and its series SPDR® Gold MiniShares® Trust’s (the Fund) 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 and the Fund 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 (1) combined statements of financial condition of the Trust, including the combined schedules of investment, as of September 30, 2022 and 2021, the related combined 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, and (2) the statements of financial condition of the Fund, 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 combined and individual financial statements), and our reports dated November 23, 2022 expressed an unqualified opinion on those combined and individual financial statements.
Basis for Opinion
The management of WGC USA Asset Management Company, LLC (the Trust’s and Fund’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 and Fund’s internal control over financial reporting 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 and Fund 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 audits to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audits 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 audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide 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
37
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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
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Neither GLDM nor the Trust has 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 World Gold Trust Services, LLC, an affiliate of the Sponsor (“WGTS”), 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 WGTS 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 WGTS 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 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
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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 WGTS.
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 WGTS 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 WGTS.
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 WGTS 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.
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 WGTS.
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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 WGTS 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 WGTS.
David Tait
, age 60, has served as a Director on the Board of Directors of the Sponsor and WGTS 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 WGTS.
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 WGTS 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 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 WGTS.
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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 without charge 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
$
70,000
$
77,000
Audit-related fees
$
24,000
$
43,000
Total
$
94,000
$
120,000
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 Form 10-K
and review of financial statements included in the Forms 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.
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.
42
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 Index
Exhibit Number
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date/Period
End Date
3.1
Certificate of Trust
S-1
3.1
8/28/15
3.2
Certificate of Amendment to Certificate of Trust
S-1/A
3.2
8/30/16
3.3
Second Certificate of Amendment to Certificate of Trust
S-1/A
3.3
5/4/18
4.1
Fourth Amended and Restated Agreement and Declaration of Trust, dated April 16, 2018
S-1/A
4.2
5/4/18
4.1.1
Amendment No. 1 to Fourth Amended and Restated Agreement and Declaration of Trust, dated February 6, 2020
10-Q
4.1.1
2/7/20
4.2
Form of Participant Agreement
S-1/A
4.3
5/4/18
4.3*
Description of the Securities Registered under Section 12 of the Securities Exchange Act of 1934
10.1
Custody Agreement — Amended and Restated Allocated Gold Account Agreement, dated November 23, 2020
10-K
10.1
11/23/20
10.2
Custody Agreement — Unallocated Bullion Account Agreement, dated June 14, 2018
10-Q
10.2
8/7/18
10.3
Fund Administration and Accounting Agreement, dated January 5, 2017
S-1/A
10.4
1/9/17
10.3.1
Amendment to Fund Administration and Accounting Agreement, dated June 6, 2018
S-1/A
10.4
6/13/18
10.3.2
Second Amendment to the Fund Administration and Accounting Agreement, dated October 11, 2019
10-K
10.3.2
12/10/19
10.4
Transfer Agency and Service Agreement, dated January 5, 2017
S-1/A
10.5
1/9/17
43
Table of Contents
Exhibit Number
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date/Period
End Date
10.4.1
Amendment to Transfer Agency and Service Agreement, dated June 6, 2018
S-1/A
10.6
6/13/18
10.4.2
Second Amendment to the Transfer Agency and Service Agreement, dated October 11, 2019
10-K
10.4.2
12/10/19
10.5
Amended and Restated Sponsor Agreement, dated October 14, 2016
S-1/A
10.7
1/9/17
10.5.1
Amendment to Amended and Restated Sponsor Agreement, dated November 28, 2017
10-K
10.11
11/29/17
10.5.2
Second Amendment to Amended and Restated Sponsor Agreement, dated June 12, 2018
S-1/A
10.9
6/13/18
10.5.3
Third Amendment to Amended and Restated Sponsor Agreement dated February 4, 2022
8-K
10.5.3
2/4/22
10.6
Custody Agreement (U.S. Dollar Only), dated January 5, 2017
S-1/A
10.8
1/9/17
10.6.1
Amendment to Custody Agreement (U.S. Dollar Only), dated June 6, 2018
S-1/A
10.11
6/13/18
10.6.2
Second Amendment to Custody Agreement (U.S. Dollar Only), dated October 11, 2019
10-K
10.6.2
12/10/19
10.7
Master Marketing Agent Agreement, dated July 17, 2015
S-1/A
10.10
8/30/16
10.7.1
First Amendment to the Marketing Agent Agreement, dated May 4, 2018
S-1/A
10.13
6/13/18
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 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline
XBRL Instance Document
101.SCH*
Inline
XBRL Taxonomy Extension Schema Document
44
Table of Contents
Exhibit Number
Exhibit Description
Incorporated by Reference
Form
Exhibit
Filing Date/Period
End Date
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.
45
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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.
WGC USA Asset Management Company, LLC
Sponsor of the World 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 WGC USA Asset Management Company, LLC, the Sponsor of the Registrant.
Table of Contents
WORLD GOLD TRUST
FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2022
INDEX
Page
Report of Independent Registered Public Accounting Firm for World Gold Trust
F-2
Combined Statements of Financial Condition at September 30, 2022 and 2021 for World Gold Trust
F-4
Combined Schedules of Investment at September 30, 2022 and 2021 for World Gold Trust
F-5
Combined Statements of Operations for the years ended September 30, 2022, 2021 and 2020 for World Gold Trust
F-6
Combined Statements of Cash Flows for the years ended September 30, 2022, 2021 and 2020 for World Gold Trust
F-7
Combined Statements of Changes in Net Assets for the years ended September 30, 2022, 2021 and 2020 for World Gold Trust
F-8
Report of Independent Registered Public Accounting Firm for SPDR® Gold MiniShares® Trust
F-9
Statements of Financial Condition at September 30, 2022 and 2021 for SPDR® Gold MiniShares® Trust
F-11
Schedules of Investment at September 30, 2022 and 2021 for SPDR® Gold MiniShares® Trust
F-12
Statements of Operations for the years ended September 30, 2022, 2021 and 2020 for SPDR® Gold MiniShares® Trust
F-13
Statements of Cash Flows for the years ended September 30, 2022, 2021 and 2020 for SPDR® Gold MiniShares® Trust
F-14
Statements of Changes in Net Assets for the years ended September 30, 2022, 2021 and 2020 for SPDR® Gold MiniShares® Trust
F-15
Notes to the Financial Statements
F-16
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Trustee of World Gold Trust and the Board of Directors of WGC USA Asset Management Company, LLC:
Opinion on the Combined Financial Statements
We have audited the accompanying combined statements of financial condition of World Gold Trust and its series (the Trust), including the combined schedules of investment, as of September 30, 2022 and 2021, the related combined 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 combined financial statements). In our opinion, the combined 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 combined financial statements are the responsibility of WGC USA Asset Management Company, LLC (the Trust’s sponsor). Our responsibility is to express an opinion on these combined 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 combined 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 combined 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 combined 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 combined 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 combined 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 combined 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 combined 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.
F-2
Table of Contents
Evaluation of the evidence pertaining to the existence of the gold holdings
As disclosed in the combined schedule of investment, as of September 30, 2022, the Trust’s market value of gold holdings was $4.7 billion, representing approximately 100% of the Trust’s total assets. All of the gold holdings, which were 2.8 million ounces as of September 30, 2022, were held by a third-party custodian (the custodian).
We identified the evaluation of the evidence pertaining to the existence of the gold holdings as a critical audit matter. Given the nature and volume of the gold holdings, subjective auditor judgment was required to evaluate the extent and nature of evidence obtained to assess the quantity of gold held by the custodian as of September 30, 2022.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Trust’s gold holdings process, including controls over (1) the comparison of the Trust’s records of gold held to the custodian records and (2) the approval of gold deposits and withdrawals by the trustee of the Trust. We obtained a schedule directly from the custodian of the Trust’s gold holdings held by the custodian as of September 30, 2022. We compared the total ounces on such schedule to the Trust’s record of gold holdings. We also attended and observed part of the physical count of the Trust’s gold holdings performed at the custodian’s location by a third party engaged by the Trust’s sponsor. We obtained the physical count result of that third party and reconciled it to both the Trust’s and the custodian’s records.
/s/ KPMG LLP
We have served as the Trust’s auditor since 2016.
New York, New York
November 23, 2022
F-3
Table of Contents
World Gold Trust
Combined Statements of Financial Condition
at September 30, 2022 and 2021
(Amounts in 000’s of US$)
Sep-30,
2022
Sep-30,
2021
ASSETS
Investments in Gold, at fair value (cost $ 4,864,729 and $ 4,237,696 at September 30, 2022 and 2021, respectively)
$
4,692,387
$
4,387,731
Total Assets
$
4,692,387
$
4,387,731
LIABILITIES
Accounts payable to Sponsor
$
397
$
666
Gold payable
52,777
—
Total Liabilities
$
53,174
$
666
Net Assets
$
4,639,213
$
4,387,065
See notes to the combined financial statements.
F-4
Table of Contents
World Gold Trust
Combined 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
2,806.9
$
4,864,729
$
4,692,387
101.15
%
Total Investment
$
4,864,729
$
4,692,387
101.15
%
Liabilities in excess of other assets
( 53,174
)
( 1.15
)%
Net Assets
$
4,639,213
100.00
%
September 30, 2021
Ounces of
gold
Cost
Fair Value
% of
Net Assets
Investment in Gold
2,517.6
$
4,237,696
$
4,387,731
100.02
%
Total Investment
$
4,237,696
$
4,387,731
100.02
%
Liabilities in excess of other assets
( 666
)
( 0.02
)%
Net Assets
$
4,387,065
100.00
%
See notes to the combined financial statements.
F-5
Table of Contents
World Gold Trust
Combined Statements of Operations
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
EXPENSES
Sponsor fees
$
6,156
$
7,462
$
3,495
Total expenses
6,156
7,462
3,495
Net investment loss
( 6,156
)
( 7,462
)
( 3,495
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
394
634
455
Net realized gain/(loss) from gold distributed for the redemption of shares
32,782
39,311
37,008
Net change in unrealized gain/(loss) on investment in gold
( 322,377
)
( 378,400
)
409,193
Net realized and change in unrealized gain/(loss) on investment in gold
( 289,201
)
( 338,455
)
446,656
Net income/(loss)
$
( 295,357
)
$
( 345,917
)
$
443,161
See notes to the combined financial statements.
F-6
Table of Contents
World Gold Trust
Combined 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
$
6,425
$
7,313
$
3,126
Cash expenses paid
( 6,425
)
( 7,313
)
( 3,126
)
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 share-net
of change in gold receivable
$
1,706,522
$
1,602,034
$
2,348,580
Value of gold distributed for redemption of shares-net
of change in gold payable
$
1,106,240
$
449,117
$
285,146
(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)
$
( 295,357
)
$
( 345,917
)
$
443,161
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Proceeds from sales of gold to pay expenses
6,425
7,313
3,126
Net realized (gain)/loss from investment in gold sold to pay Sponsor fees
( 394
)
( 634
)
( 455
)
Net realized (gain)/loss from gold distributed for the redemption of shares
( 32,782
)
( 39,311
)
( 37,008
)
Net change in unrealized gain/(loss) on investment in gold
322,377
378,400
( 409,193
)
Increase/(Decrease) in accounts payable to Sponsor
( 269
)
149
369
Net cash provided by operating activities
$
–
$
–
$
–
See notes to the combined financial statements.
F-7
Table of Contents
World Gold Trust
Combined 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
$
4,387,065
$
3,561,272
$
1,050,703
Creations
1,706,522
1,620,827
2,352,554
Redemptions
( 1,159,017
)
( 449,117
)
( 285,146
)
Net investment loss
( 6,156
)
( 7,462
)
( 3,495
)
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
394
634
455
Net realized gain/(loss) from gold distributed for the redemption of shares
32,782
39,311
37,008
Net change in unrealized gain/(loss) on investment in gold
( 322,377
)
( 378,400
)
409,193
Net Assets – Closing Balance
$
4,639,213
$
4,387,065
$
3,561,272
See notes to the combined financial statements.
F-8
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Trustee of SPDR® Gold MiniShares® Trust and the Board of Directors of WGC USA Asset Management Company, LLC:
Opinion on the Financial Statements
We have audited the accompanying statements of financial condition of SPDR® Gold MiniShares® Trust (GLDM), a series of the World 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 GLDM 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), GLDM 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 GLDM s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of WGC USA Asset Management Company, 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 GLDM 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.
F-9
Table of Contents
Evaluation of the evidence pertaining to the existence of the gold holdings
As disclosed in the schedule of investment, as of September 30, 2022, GLDM s market value of gold holdings was $4.7 billion, representing approximately 100% of GLDM s total assets. All of the gold holdings, which were 2.8 million ounces as of September 30, 2022, were held by a third-party custodian (the custodian).
We identified the evaluation of the evidence pertaining to the existence of the gold holdings as a critical audit matter. Given the nature and volume of the gold holdings, subjective auditor judgment was required to evaluate the extent and nature of evidence obtained to assess the quantity of gold held by the custodian as of September 30, 2022.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over GLDM s gold holdings process, including controls over (1) the comparison of GLDM s records of gold held to the custodian records and (2) the approval of gold deposits and withdrawals by the trustee of GLDM. We obtained a schedule directly from the custodian of GLDM s gold holdings held by the custodian as of September 30, 2022. We compared the total ounces on such schedule to GLDM s record of gold holdings. We also attended and observed part of the physical count of GLDM s gold holdings performed at the custodian s location by a third party engaged by GLDM s sponsor. We obtained the physical count result of that third party and reconciled it to both GLDM s and the custodian s records.
/s/ KPMG LLP
We have served as GLDM’s auditor since 2016.
New York, New York
November 23, 2022
F-10
Table of Contents
SPDR
® Gold MiniShares
® Trust
Statements of Financial Condition
at September 30, 2022 and 2021
(Amounts in 000’s of US$except for share and per share data)
Sep-30,
2022
Sep-30,
2021
ASSETS
Investments in Gold, at fair value (cost $ 4,864,729 and $ 4,237,696 at September 30, 2022 and 2021, respectively)
$
4,692,387
$
4,387,731
Total Assets
$
4,692,387
$
4,387,731
LIABILITIES
Accounts payable to Sponsor
$
397
$
666
Gold payable
52,777
–
Total Liabilities
$
53,174
$
666
Net Assets
$
4,639,213
$
4,387,065
Shares issued and outstanding (1)
139,750,000
126,600,000
Net asset value per Share
$
33.20
$
34.65
(1)
Authorized share capital is unlimited and the par value of the Shares is $ 0.00 .
See notes to the financial statements.
F-11
Table of Contents
SPDR
® Gold MiniShares
® 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
2,806.9
$
4,864,729
$
4,692,387
101.15
%
Total Investment
$
4,864,729
$
4,692,387
101.15
%
Liabilities in excess of other assets
( 53,174
)
( 1.15
)%
Net Assets
$
4,639,213
100.00
%
September 30, 2021
Ounces
of gold
Cost
Fair Value
% of
Net Assets
Investment in Gold
2,517.6
$
4,237,696
$
4,387,731
100.02
%
Total Investment
$
4,237,696
$
4,387,731
100.02
%
Liabilities in excess of other assets
( 666
)
( 0.02
)%
Net Assets
$
4,387,065
100.00
%
See notes to the financial statements.
F-12
Table of Contents
SPDR
® Gold MiniShares
® 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
$
6,156
$
7,462
$
3,495
Total expenses
6,156
7,462
3,495
Net investment loss
( 6,156
)
( 7,462
)
( 3,495
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
394
634
455
Net realized gain/(loss) from gold distributed for the redemption of shares
32,782
39,311
37,008
Net change in unrealized gain/(loss) on investment in gold
( 322,377
)
( 378,400
)
409,193
Net realized and change in unrealized gain/(loss) on investment in gold
( 289,201
)
( 338,455
)
446,656
Net income/(loss)
$
( 295,357
)
$
( 345,917
)
$
443,161
Net income/(loss) per share
$
( 2.23
)
$
( 3.01
)
$
7.83
Weighted average number of shares (in 000’s)
132,493
114,791
56,590
See notes to the financial statements.
F-13
Table of Contents
SPDR
® Gold MiniShares
® 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
$
6,425
$
7,313
$
3,126
Cash expenses paid
( 6,425
)
( 7,313
)
( 3,126
)
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
$
1,706,522
$
1,602,034
$
2,348,580
Value of gold distributed for redemption of shares-net
of change in gold payable
$
1,106,240
$
449,117
$
285,146
(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)
$
( 295,357
)
$
( 345,917
)
$
443,161
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Proceeds from sales of gold to pay expenses
6,425
7,313
3,126
Net realized (gain)/loss from investment in gold sold to pay Sponsor fees
( 394
)
( 634
)
( 455
)
Net realized (gain)/loss from gold distributed for the redemption of shares
( 32,782
)
( 39,311
)
( 37,008
)
Net change in unrealized gain/(loss) on investment in gold
322,377
378,400
( 409,193
)
Increase/(Decrease) in accounts payable to Sponsor
( 269
)
149
369
Net cash provided by operating activities
$
—
$
—
$
—
See notes to the financial statements.
F-14
Table of Contents
SPDR
®
Gold MiniShares
® 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
$
4,387,065
$
3,561,272
$
1,050,703
Creations
1,706,522
1,620,827
2,352,554
Redemptions
( 1,159,017
)
( 449,117
)
( 285,146
)
Net investment loss
( 6,156
)
( 7,462
)
( 3,495
)
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
394
634
455
Net realized gain/(loss) from gold distributed for the redemption of shares
32,782
39,311
37,008
Net change in unrealized gain(loss) on investment in gold
( 322,377
)
( 378,400
)
409,193
Net Assets – Closing Balance
$
4,639,213
$
4,387,065
$
3,561,272
See notes to the financial statements.
F-15
Table of Contents
World Gold Trust
Notes to the Financial Statements
1. Organization
World Gold Trust (the “Trust”), formerly known as “World Currency Gold Trust,” was organized as a Delaware statutory trust on August 27, 2014 and is governed by the Fourth Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”), dated as of April 16, 2018 and amended on February 6, 2020, between WGC USA Asset Management Company, LLC (the “Sponsor”) and the Delaware Trust Company (the “Trustee”). The Trust is authorized to issue an unlimited number of shares of beneficial interest. The beneficial interest in the Trust may be divided into one or more series. The Trust has established six separate series, one of which is operational as of September 30, 2022.
The accompanying financial statements relate to the series SPDR® Gold MiniShares® Trust (“GLDM”). The shares of GLDM (the “Shares”) began publicly trading on June 26, 2018 on the NYSE Arca, Inc. (the “NYSE Arca”). The Shares are also listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores). The fiscal year-end
of GLDM is September 30 th
.
The investment objective of GLDM is for the Shares to reflect the performance of the price of gold bullion, less its expenses. GLDM’s only ordinary recurring expense is the Sponsor’s annual fee of 0.10 % of its net asset value (“NAV”). The Sponsor believes that, for many investors, the Shares represent a cost-effective investment in gold.
BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (“BNYM” or the “Administrator”), is the administrator and transfer agent. BNYM also serves as the custodian of GLDM’s cash, if any. ICBC Standard Bank Plc (the “Custodian”) is responsible for custody of GLDM’s gold bullion. State Street Global Advisors Funds Distributors, LLC (the “Marketing Agent”) is the Marketing Agent.
The Trust had no operations with respect to GLDM’s Shares prior to June 26, 2018 other than matters relating to its organization and the registration of the offer and sale of GLDM’s Shares under the Securities Act of 1933, as amended.
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 GLDM and the Trust.
2.1 Basis of Accounting
For accounting purposes, GLDM is an investment company within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946, Financial Services—Investment Companies, and therefore applies the specialized accounting and reporting guidance therein. It is not registered as an investment company under the Investment Company Act of 1940, as amended.
These financial statements present the financial condition, results of operations and cash flows of the Trust combined with its operating series and GLDM separately. For the periods presented, there were no balances or activity for the Trust and the footnotes accordingly relate to GLDM, unless stated otherwise.
2.2 Basis of Presentation
The financial statements are presented for the Trust, as the SEC registrant, combined with GLDM and for GLDM individually. The debts, liabilities, obligations and expenses incurred, contracted for or
F-16
Table of Contents
World Gold Trust
Notes to the Financial Statements
2.2 Basis of Presentation—(continued)
otherwise existing with respect to GLDM are enforceable only against the assets of GLDM and not against the assets of the Trust generally or any other series that the Trust may establish.
2.3 Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments of sufficient credit quality with original maturity of three months or less.
2.4 Fair Value Measurement
U.S. GAAP defines fair value as the price a fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. GLDM’s policy is to value its investments at fair value.
Various inputs are used in determining the fair value of GLDM’s assets or 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:
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 and liability, including a fund’s assumptions (if any) used in determining the fair value of investments.
The following table summarizes GLDM’s investment at fair value:
(Amounts in 000’s of US$)
September 30, 2022
Level 1
Level 2
Level 3
Investment in Gold
$
4,692,387
$
—
$
—
Total
$
4,692,387
$
—
$
—
(Amounts in 000’s of US$)
September 30, 2021
Level 1
Level 2
Level 3
Investment in Gold
$
4,387,731
$
—
$
—
Total
$
4,387,731
$
—
$
—
There were no transfers between Level 1 and other Levels for the years ended September 30, 2022 and 2021.
The Administrator values the gold held by GLDM on the basis of the price of an ounce of gold as determined by ICE Benchmark Administration Limited (the “IBA”), a benchmark administrator, which provides an independently administered auction process, as well as the overall administration and
F-17
Table of Contents
World Gold Trust
Notes to the Financial Statements
2.4 Fair Value Measurement—(continued)
governance for the London Bullion Market Association (the “LBMA”). In determining the NAV of GLDM, the Administrator values the gold held on the basis of the price of an ounce of gold determined by the IBA 3:00 PM auction process (the “LBMA Gold Price PM”), which is an electronic auction. The auction runs twice daily at 10:30 AM and 3:00 PM London time. The Administrator calculates the NAV of GLDM on each day the NYSE Arca is open for regular trading, generally as of 12:00 PM New York time. If no LBMA Gold Price PM is made on a particular evaluation day or if the LBMA Gold Price PM 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 GLDM, unless the Administrator, in consultation with the Sponsor, determines that such price is inappropriate to use as the basis for such determination.
2.5. Custody of Gold
Gold is held by the Custodian on behalf of GLDM, 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.
2.6. 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 GLDM’s account. Generally, ownership of the gold is transferred within two business day s of the trade date.
(Amounts in 000’s of US$)
Sep-30,
2022
Sep-30,
2021
Gold receivable
$
—
$
—
2.7. 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 GLDM’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
$
52,777
$
—
2.8. Creations and Redemptions of Shares
GLDM creates and redeems Shares from time to time, but only in one or more Creation Units (a Creation Unit equals a block of 100,000 Shares). GLDM issues Shares in Creation Units to certain authorized participants (“Authorized Participants”) on an ongoing basis. The creation and redemption of Creation Units is only made in exchange for the amount of gold and any cash represented by the Creation Units being created or redeemed. This amount will be based on the combined net asset value of the number of Shares included in the Creation Units being created or redeemed determined on the day the order to create or redeem Creation Units is properly received.
F-18
Table of Contents
World Gold Trust
Notes to the Financial Statements
2.8. Creations and Redemptions of Shares—(continued)
As the Shares are redeemable in Creation Units at the option of the Authorized Participants, GLDM has classified the Shares as Net Assets for financial reporting purposes. Changes in the Shares 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
46,200
44,400
68,000
Redemptions
( 33,050
)
( 12,550
)
( 8,700
)
Net Change in Number of Shares Created and Redeemed
13,150
31,850
59,300
(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
$
1,706,522
$
1,620,827
$
2,352,554
Redemptions
( 1,159,017
)
( 449,117
)
( 285,146
)
Net change in Value of Shares Created and Redeemed
$
547,505
$
1,171,710
$
2,067,408
2.9. Income and Expense (Amounts in 000’s of US$)
The Administrator will, at the direction of the Sponsor, sell GLDM’s gold as necessary to pay its expenses. When selling gold to pay expenses, the Administrator will endeavor to sell the smallest amount of gold needed to pay expenses in order to minimize GLDM’s holdings of assets other than gold. Unless otherwise directed by the Sponsor, the Administrator will give a sell order and sell gold to the Custodian at the LBMA Gold Price PM following the sell 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 Sponsor expenses on the Statement of Operations.
GLDM’s net realized and change in unrealized gain/(loss) on investment in gold for the year ended September 30, 2022 of $( 289,201 ) is made up of a realized gain of $ 394 from the sale of gold to pay Sponsor fees, a realized gain of $ 32,782 from gold distributed for the redemption of shares, and a change in unrealized loss of $ 322,377 on investment in gold.
GLDM’s net realized and change in unrealized gain/(loss) on investment in gold for the year ended September 30, 2021 of $( 338,455 ) is made up of a realized gain of $ 634 from the sale of gold to pay Sponsor fees, a realized gain of $ 39,311 from gold distributed for the redemption of shares, and a change in unrealized loss of $ 378,400 on investment in gold.
2.10. Income Taxes
GLDM is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, it is not subject to U.S. federal income tax. Instead, its income and expenses “flow through” to the shareholders, and the Administrator will report GLDM’s proceeds, income, deductions, gains and losses to the Internal Revenue Service on that basis.
The Sponsor has evaluated whether there are uncertain tax positions that require financial statement recognition and has determined that no reserves for uncertain tax positions are required as of
F-19
Table of Contents
World Gold Trust
Notes to the Financial Statements
2.10. Income Taxes—(continued)
September 30, 2022. 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.
3. Quarterly Statements of Operations
Year 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
$
1,957
$
1,635
$
1,309
$
1,255
$
6,156
Total expenses
1,957
1,635
1,309
1,255
6,156
Net investment loss
( 1,957
)
( 1,635
)
( 1,309
)
( 1,255
)
( 6,156
)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
106
164
112
12
394
Net realized gain/(loss) from gold distributed for the redemption of shares
14,355
14,710
10,134
( 6,417
)
32,782
Net change in unrealized gain/(loss) on investment in gold
173,327
275,905
( 363,675
)
( 407,934
)
( 322,377
)
Net realized and change in unrealized gain/(loss) on investment in gold
187,788
290,779
( 353,429
)
( 414,339
)
( 289,201
)
Net income/(loss)
$
185,831
$
289,144
$
( 354,738
)
$
( 415,594
)
$
( 295,357
)
Net income/(loss) per share
$
1.54
$
2.35
$
( 2.52
)
$
( 2.87
)
$
( 2.23
)
Weighted average number of shares (in 000’s)
120,793
123,023
141,035
145,009
132,493
Year 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
$
1,693
$
1,794
$
1,952
$
2,023
$
7,462
Total expenses
1,693
1,794
1,952
2,023
7,462
Net investment loss
( 1,693
)
( 1,794
)
( 1,952
)
( 2,023
)
( 7,462
)
F-20
Table of Contents
World Gold Trust
Notes to the Financial Statements
3. Quarterly Statements of Operations—(continued)
Net realized and change in unrealized gain/(loss) on investment in gold
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
224
122
154
134
634
Net realized gain/(loss) from gold distributed for the redemption of shares
34,670
2,205
19
2,417
39,311
Net change in unrealized gain/(loss) on investment in gold
( 27,914
)
( 453,395
)
160,714
( 57,805
)
( 378,400
)
Net realized and change in unrealized gain/(loss) on investment in gold
6,980
( 451,068
)
160,887
( 55,254
)
( 338,455
)
Net income/(loss)
$
5,287
$
( 452,862
)
$
158,935
$
( 57,277
)
$
( 345,917
)
Net income/(loss) per share
$
0.05
$
( 3.99
)
$
1.32
$
( 0.46
)
$
( 3.01
)
Weighted average number of shares (in 000’s)
99,989
113,360
120,535
125,310
114,791
4. Related Parties – Sponsor
Effective February 23, 2022, the Sponsor reduced its annual fee of 0.18 % of the NAV of GLDM to 0.10 % of the NAV of GLDM and implemented a one-for-two
reverse stock split of the Shares which now represent 1/50th of an ounce of gold . The Sponsor’s annual fee equal to 0.10% of the NAV of GLDM is calculated daily. The Sponsor is responsible for the payment of all GLDM’s ordinary fees and expenses, including but not limited to the following: fees charged by GLDM’s Administrator, Custodian, Marketing Agent and Trustee; exchange listing fees; typical maintenance and transaction fees of The Depository Trust Company; SEC registration fees; printing and mailing costs; audit fees and expenses; and legal fees not in excess of $ 100,000 per annum and expenses and applicable license fees. The Sponsor is not, however, required to pay any extraordinary expenses incurred in the ordinary course of GLDM’s business as outlined in the Sponsor’s agreement with the Trust.
5. GLDM Expenses
GLDM’s only ordinary recurring operating expense is the Sponsor’s annual fee of 0.10 % of the NAV of GLDM. The Sponsor’s fee is payable monthly in arrears.
Expenses payable will reduce the NAV of GLDM.
6. Concentration of Risk
GLDM’s primary business activities are the investment in gold and the issuance and sale of Shares.
Various factors could affect the price of gold including: (i) global gold supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries such as China, Australia, South Africa 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
F-21
Table of Contents
World Gold Trust
Notes to the Financial Statements
6. Concentration of Risk—(continued)
such as income growth, economic output, and monetary policies; and (vii) global or regional political, economic or financial events and situations. In addition, while gold it 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 GLDM’s financial position and results of operations.
7. Indemnification
The Sponsor and each of its shareholders, members, directors, officers, employees, affiliates and subsidiaries will be indemnified by the Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Declaration of Trust without gross negligence, bad faith or willful misconduct. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any shareholder or to the Trustee other than as expressly provided for in the Declaration of Trust.
The Trustee and each of its officers, affiliates, directors, employees, and agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Declaration of Trust or the transactions contemplated thereby; provided that the indemnified party acted without willful misconduct, bad faith or gross negligence. The Sponsor will not be liable to the Trust, the Trustee or any shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any gold or other assets held in trust under Declaration of Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, or willful misconduct.
8. Financial Highlights
The following presentation includes financial highlights related to investment performance and operations of a Share outstanding for the years ended September 30, 2022, 2021 and 2020. 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 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
$
34.65
$
37.59
$
29.64
Net investment income/(loss)
( 0.05
)
( 0.07
)
( 0.06
)
Net Realized and Change in Unrealized Gain/(Loss)
( 1.40
)
( 2.87
)
8.01
Net Income/(Loss)
( 1.45
)
( 2.94
)
7.95
Net asset value per Share, end of period
$
33.20
$
34.65
$
37.59
Market value per Share, beginning of period
$
34.92
$
37.60
$
29.40
Market value per Share, end of period
$
32.98
$
34.92
$
37.60
F-22
Table of Contents
World Gold Trust
Notes to the Financial Statements
8. Financial Highlights—(continued)
Ratio to average net assets
Net investment loss
( 0.13
)%
( 0.18
)%
( 0.18
)%
Gross expenses
0.13
%
0.18
%
0.18
%
Net expenses
0.13
%
0.18
%
0.18
%
Total Return, at net asset value
( 4.18
)%
( 7.82
)%
26.82
%
Total Return, at market value
( 5.56
)%
( 7.13
)%
27.89
%
F-23
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.