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Table of Contents
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM
 
10-Q
 
☒
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended
December 31, 2019
☐
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from
                
to
                
Commission file number:
001-37996
 
WORLD GOLD TRUST
(SPONSORED BY WGC USA ASSET MANAGEMENT COMPANY, LLC)
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
36-7650517
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
c/o 
WGC USA Asset Management Company, LLC
685 Third Avenue 27
th
Floor
New York
,
New York
10017
(Address of Principal Executive Offices)
(
212
)
317-3800
(Registrant’s Telephone Number, Including Area Code)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading 
Symbol(s)
 
Name of each exchange 
on which registered
SPDR
®
 Gold MiniShares
SM
 Trust
 
GLDM
 
NYSE Arca
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    
Yes
  
☒
    No  
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
 S-T
during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    
Yes
  
☒
    No  
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
Large accelerated filer
 
☐
 
Accelerated filer
 
☒
             
Non-accelerated
 filer
 
☐
 
Smaller reporting company
 
☐
Emerging growth company    
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    
☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule
 12b-2
of the Exchange Act).    Yes  
☐
    No  
☒
As of February
5
, 2020 SPDR
®
Gold MiniShares
SM
Trust had
81,600,000
 shares outstanding.
 
 
 
Table of Contents
WORLD GOLD TRUST
INDEX
PART I - FINANCIAL INFORMATION
   
  
 
Item 1.
 
Financial Statements (unaudited)
   
  
 
     
1
 
     
2
 
     
3
 
     
4
 
     
5
 
     
6
 
     
7
 
     
8
 
     
9
 
     
10
 
     
11
 
Item 2.
     
17
 
Item 3.
     
20
 
Item 4.
     
20
 
   
20
 
Item 1.
     
20
 
Item 1A.
     
2
1
 
Item 2.
     
2
1
 
Item 3.
     
21
 
Item 4.
     
21
 
Item 5.
     
21
 
Item 6.
     
21
 
   
23
 
 
Table of Contents
World Gold Trust
PART I—FINANCIAL INFORMATION:
Item 1.
Financial Statements (Unaudited)
Combined Statements of Financial Condition
at December 31, 2019 (unaudited) and September 30, 2019
(Amounts in 000’s of US$)
 
Dec-31,
2019
 
 
Sep-30,
 2019
 
 
(unaudited)
 
 
 
ASSETS
 
 
 
 
 
 
Investment in Gold, at fair value (cost $
984,046
and $
916,790
at December 31, 2019 and September 30, 2019, respectively)
  $
1,125,660
    $
1,036,032
 
Gold receivable
   
7,594
     
14,819
 
                 
Total Assets
  $
1,133,254
    $
1,050,851
 
                 
   
LIABILITIES
 
Accounts payable to Sponsor
  $
168
    $
148
 
                 
Total Liabilities
  $
168
    $
148
 
                 
Net Assets
  $
1,133,086
    $
1,050,703
 
                 
See notes to the unaudited financial statements.
 
1
 
Table of Contents
World Gold Trust
Combined Schedules of Investment
(All balances in 000’s except percentages)
December 31, 2019
 
Ounces of
gold
 
 
Cost
 
 
Fair
Value
 
 
% of
Net Assets
 
(unaudited)
 
 
 
 
 
 
 
 
Investment in Gold
   
739.1
    $
984,046
    $
1,125,660
     
99.34
%
                                 
Total Investments
   
    $
984,046
    $
1,125,660
     
99.34
%
Assets in excess of liabilities
   
     
     
7,426
     
0.66
%
                                 
Net Assets
   
     
    $
1,133,086
     
100.00
%
                                 
(All balances in 000’s except percentages)
September 30, 2019
 
Ounces of
gold
 
 
Cost
 
 
Fair
Value
 
 
% of
Net Assets
 
Investment in Gold
   
697.5
    $
916,790
    $
1,036,032
     
98.60
%
                                 
Total Investments
   
    $
916,790
    $
1,036,032
     
98.60
%
Assets in excess of liabilities
   
     
     
14,671
     
1.40
%
                                 
Net Assets
   
     
    $
1,050,703
     
100.00
%
                                 
See notes to the
unaudited financial statements.
 
2
 
Table of Contents
World Gold Trust
Unaudited Combined Statements of Operations
For the three months ended December 31, 2019 and 2018
                 
(Amounts in 000’s of US$)
 
Three
Months
Ended
Dec-31,

2019
 
 
Three
Months
Ended
Dec-31,

2018
(1)
 
 
(unaudited)
 
 
(unaudited)
 
EXPENSES
 
 
 
 
 
 
Sponsor fees
  $
497
    $
157
 
Gold Delivery Provider fees
   
—  
     
12
 
                 
Total expenses
   
497
     
169
 
                 
Net investment loss
   
(497
)    
(169
)
                 
Net realized and change in unrealized gain/(loss) on investment in gold and Gold Delivery Agreement
 
 
 
 
 
 
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
   
48
     
(1
)
Net realized gain/(loss) on Gold Delivery Agreement
   
—  
     
523
 
Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees
   
—  
     
(21
)
Net realized gain/(loss) from gold distributed for the redemption of shares
   
4,685
     
—  
 
Net change in unrealized appreciation/(depreciation) on investment in gold
   
22,372
     
24,740
 
                 
Net realized and change in unrealized gain/(loss) on investment in gold and Gold Delivery Agreement
   
27,105
     
25,241
 
                 
Net Income/(Loss)
  $
26,608
    $
25,072
 
                 
 
 
(1)
Amounts include
 SPDR
®
Long Dollar Gold Trust which liquidated on September 16, 2019.
 
 
See notes to the unaudited financial statements.
 
3
 
Table of Contents
World Gold Trust
Unaudited Combined Statements of Cash Flows
For the three months ended December 31, 2019 and 2018
(Amounts in 000’s of US$)
 
Three Months
Ended
Dec-31,
2019
 
 
Three Months
Ended
Dec-31,
2018
(1)
 
 
(unaudited)
 
 
(unaudited)
 
INCREASE/DECREASE IN CASH FROM OPERATIONS:
 
 
 
 
 
 
Cash proceeds received from sales of gold
  $
477
    $
127
 
Cash expenses paid
   
(477
)    
(127
)
                 
Increase/(Decrease) in cash resulting from operations
   
—  
     
—  
 
INCREASE/DECREASE IN CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
Cash proceeds from issuance of shares
   
—  
     
—  
 
Cash paid for repurchase of shares
   
—  
     
—  
 
                 
Increase/(Decrease) in cash resulting from financing activities
   
—  
     
—  
 
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 gold receivable
 
$
112,796
 
 
$
121,215
 
                 
Value of gold distributed for redemption of shares - net of gold payable
 
$
(49,796
)
 
$
—  
 
                 
SUPPLEMENTAL DISCLOSURE OF
NON-CASH
OPERATING ACTIVITIES:
 
 
 
 
 
 
Value of Gold Delivery Agreement inflows - net of Gold Delivery Agreement receivable
 
$
—  
 
 
$
2,631
 
                 
Value of Gold Delivery Agreement outflows - net of Gold Delivery Agreement payable
 
$
—  
 
 
$
(1,997
)
                 
             
(Amounts in 000’s of US$)
 
Three Months
Ended
Dec-31,
2019
 
 
Three Months
Ended
Dec-31,
 2018
(1)
 
 
(unaudited)
 
 
(unaudited)
 
RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES
 
 
 
 
 
 
Net Income/(Loss)
  $
26,608
    $
25,072
 
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
   
     
 
Gold paid for Gold Delivery Provider fees
   
—  
     
12
 
Proceeds from sales of gold to pay expenses
   
477
     
127
 
Net realized (gain)/loss
on
investment in gold sold to pay Sponsor fees
   
(48
)    
1
 
Net realized (gain)/loss from Gold Delivery Agreement
   
—  
     
(523
)
Net realized (gain)/loss on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees
   
—  
     
21
 
Net realized (gain)/loss from gold distributed for the redemption of shares
   
(4,685
)    
—  
 
Net change in unrealized (appreciation)/depreciation on investment in gold
   
(22,372
)    
(24,740
)
Increase/(Decrease) in accounts payable to Sponsor
   
20
     
30
 
                 
Net cash provided by operating activities
  $
 —  
    $
—  
 
                 
(1)
Amounts include
 SPDR
®
Long Dollar Gold Trust which liquidated on September 16, 2019.
See notes to the unaudited financial statements.
 
4
 
Table of Contents
World Gold Trust
Unaudited Combined Statements of Changes in Net Assets
For the three months ended December 31, 2019 and 2018
                 
(Amounts in 000’s of US$)
 
Three Months
Ended
Dec-31,
2019
 
 
Three Months
Ended
Dec-31,
 2018
(1)
 
 
(unaudited)
 
 
(unaudited)
 
Net Assets - Opening Balance
  $
1,050,703
    $
255,337
 
Creations
   
105,571
     
145,544
 
Redemptions
   
(49,796
)    
—  
 
Net investment loss
   
(497
)    
(169
)
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
   
48
     
(1
)
Net realized gain/(loss) on Gold Delivery Agreement
   
—  
     
523
 
Net realized gain/(loss) on gold transferred to cover Gold Delivery Agreement and Gold Delivery Provider fees
   
—  
     
(21
)
Net realized gain/(loss) from gold distributed for the redemption of shares
   
4,685
     
—  
 
Net change in unrealized appreciation/(depreciation) on investment in gold
   
22,372
     
24,740
 
                 
Net Assets - Closing Balance
  $
1,133,086
    $
425,953
 
                 
 
 
(1)
Amounts include
 SPDR
®
Long Dollar Gold Trust which liquidated on September 16, 2019.
 
 
See notes to the unaudited financial statements.
 
5
 
Table of Contents
SPDR
®
Gold MiniShares
SM
Trust
Statements of Financial Condition
at December 31, 2019 (unaudited) and September 30, 2019
(Amounts in 000’s of US$ except for share and per share data)
 
Dec-31,
2019
 
 
Sep-30,
 2019
 
 
(unaudited)
 
 
 
ASSETS
 
Investment in Gold, at fair value (cost $
984,046
and $
916,790
at December 31, 2019 and September 30, 2019, respectively)
  $
1,125,660
    $
1,036,032
 
Gold receivable
   
7,594
     
14,819
 
                 
Total Assets
  $
1,133,254
    $
1,050,851
 
                 
   
LIABILITIES
 
Accounts payable to Sponsor
  $
168
    $
148
 
                 
Total Liabilities
  $
168
    $
148
 
                 
Net Assets
  $
1,133,086
    $
1,050,703
 
                 
Shares issued and outstanding
(1)
   
74,600,000
     
70,900,000
 
Net asset value per Share
  $
15.19
    $
14.82
 
(1)
Authorized share capital is unlimited and the par value of the Shares is $
0.00
.
See notes to the unaudited financial statements.
 
6
 
Table of Contents
SPDR
®
Gold MiniShares
SM
Trust
Schedules of Investment
(All balances in 000’s except percentages)
December 31, 2019
 
Ounces of
gold
 
 
Cost
 
 
Fair
Value
 
 
% of
Net Assets
 
(unaudited)
 
 
 
 
 
 
 
 
Investment in Gold
   
739.1
    $
984,046
    $
1,125,660
     
99.34
%
                                 
Total Investment
   
    $
984,046
    $
1,125,660
     
99.34
%
Assets in excess of liabilities
   
     
     
7,426
     
0.66
%
                                 
Net Assets
   
     
    $
1,133,086
     
100.00
%
                                 
(All balances in 000’s except percentages)
September 30, 2019
 
Ounces of
gold
 
 
Cost
 
 
Fair
Value
 
 
% of
Net Assets
 
Investment in Gold
   
697.5
    $
916,790
    $
1,036,032
     
98.60
%
                                 
Total Investment
   
    $
916,790
    $
1,036,032
     
98.60
%
Assets in excess of liabilities
   
     
     
14,671
     
1.40
%
                                 
Net Assets
   
     
    $
1,050,703
     
100.00
%
                                 
See notes to the unaudited financial statements.
 
7
 
Table of Contents
SPDR
®
Gold MiniShares
SM
Trust
Unaudited Statements of Operations
For the three months ended December 31, 2019 and 2018
(Amounts in 000’s of US$, except per share data)
 
Three Months
Ended
Dec-31,
2019
 
 
Three Months
Ended
Dec-31,
2018
 
 
(unaudited)
 
 
(unaudited)
 
EXPENSES
 
 
 
 
 
 
Sponsor fees
  $
497
    $
134
 
                 
Total expenses
   
497
     
134
 
                 
Net investment loss
   
(497
)    
(134
)
                 
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
   
48
     
—  
 
Net realized gain/(loss) from gold distributed for the redemption of shares
   
4,685
     
—  
 
Net change in unrealized appreciation/(depreciation) on investment in gold
   
22,372
     
22,504
 
                 
Net realized and change in unrealized gain/(loss) on investment in gold
   
27,105
     
22,504
 
                 
Net Income/(Loss)
  $
26,608
    $
22,370
 
                 
Net income/(loss) per share
  $
0.36
    $
0.92
 
                 
Weighted average number of shares (in 000’s)
   
74,360
     
24,209
 
                 
See notes to the unaudited financial statements.
 
8
 
Table of Contents
SPDR
®
Gold MiniShares
SM
Trust
Unaudited Statements of Cash Flows
For the three months ended December 31, 2019 and 2018
(Amounts in 000’s of US$)
 
Three Months
Ended
Dec-31,
2019
 
 
Three Months
Ended
Dec-31,
2018
 
 
(unaudited)
 
 
(unaudited)
 
INCREASE/DECREASE IN CASH FROM OPERATIONS:
 
 
 
 
 
 
Cash proceeds received from sales of gold
  $
477
    $
104
 
Cash expenses paid
   
(477
)    
(104
)
                 
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 gold receivable
  $
 112,796
    $
 
121,215
 
                 
Value of gold distributed for redemption of shares
  $
 
(49,796
)
  		  $
 
—  
 
                 
(Amounts in 000’s of US$)
 
Three Months
Ended
Dec-31,
 2019
 
 
Three Months
Ended
Dec-31,
 2018
 
 
(unaudited)
 
 
(unaudited)
 
RECONCILIATION OF NET INCOME/(LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES
 
 
 
 
 
 
Net income/(loss)
  $
26,608
    $
22,370
 
Adjustments to reconcile net income/(loss) to net cash provided by operating activities
   
     
 
Proceeds from sales of gold to pay expenses
   
477
     
104
 
Net realized (gain)/loss from investment in gold sold to pay Sponsor fees
   
(48
)    
—  
 
Net realized (gain)/loss from gold distributed for the redemption of shares
   
(4,685
)    
—  
 
Net change in unrealized (appreciation)/depreciation on investment in gold
   
(22,372
)    
(22,504
)
Increase/(Decrease) in accounts payable to Sponsor
   
20
     
30
 
                 
Net cash provided by operating activities
  $
 —  
    $
—  
 
                 
See notes to the
unaudited
financial statements.
 
9
 
Table of Contents
SPDR
®
Gold MiniShares
SM
Trust
Unaudited Statements of Changes in Net Assets
For the three months ended December 31, 2019 and 2018
(Amounts in 000’s of US$)
 
Three Months
Ended
Dec-31,
2019
 
 
Three Months
Ended
Dec-31,
2018
 
 
(unaudited)
 
 
(unaudited)
 
Net Assets - Opening Balance
  $
1,050,703
    $
229,028
 
Creations
   
105,571
     
145,544
 
Redemptions
   
(49,796
)    
—  
 
Net investment loss
   
(497
)    
(134
)
Net realized gain/(loss) from investment in gold sold to pay Sponsor fees
   
48
     
—  
 
Net realized gain/(loss) from gold distributed for the redemption of shares
   
4,685
     
—
  
 
Net change in unrealized appreciation/(depreciation) on investment in gold
   
22,372
     
22,504
 
                 
Net Assets - Closing Balance
  $
1,133,086
    $
396,942
 
                 
See notes to the
unaudited
financial statements.
 
10
 
Table of Contents
WORLD GOLD TRUST
Notes to the Unaudited 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, 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 December 31, 2019. The accompanying financial statements relate to the one operational series, SPDR
®
Gold MiniShares
SM
Trust (“GLDM”), which began publicly trading on June 26, 2018. The fiscal
year-end
of
both the Trust and
 
GLDM is September 30
th
.
The investment objective of GLDM is for its shares (the “Shares”) to reflect the performance of the price of gold, less its expenses. GLDM’s only ordinary recurring expense is the Sponsor’s annual fee of
0.18
% 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”) is the administrator (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. State Street Global Advisors Funds Distributors, LLC is the marketing agent (the “Marketing Agent”).
The Statement of Financial Condition and Schedule of Investment at December 31, 2019, and the Statements of Operations, Changes in Net Assets and Cash Flows for the three months ended December 31, 2019 and 2018 have been prepared on behalf of GLDM without audit. In the opinion of management of the Sponsor, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the three months ended December 31, 2019 and for all periods presented have been made.
These financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form
10-K
for the fiscal year ended September 30, 2019. The results of operations for the three months ended December 31, 2019 are not necessarily indicative of the operating results for the full fiscal year.
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.
SPDR
®
Long Dollar Gold Trust (“GLDW”) commenced operations on January 27, 2017 and 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 financial statements of the Trust for the year ended September 30, 2019 include GLDW for the period up to its liquidation.
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
11
 
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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
GLDM is an investment company within the scope of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 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.
 
2.2
Basis of Presentation
The financial statements are presented for the Trust, as the SEC registrant, combined with GLDM and GLDW, until its liquidation, and for GLDM individually. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to GLDM shall be 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$)
December 31, 2019
 
Level 1
 
 
Level 2
 
 
Level 3
 
Investment in Gold
  $
1,125,660
    $
 —  
    $
 —  
 
                         
Total
  $
1,125,660
    $
—  
    $
—  
 
                         
 
12
 
Table of Contents
(Amounts in 000’s of US$)
September 30, 2019
 
Level 1
 
 
Level 2
 
 
Level 3
 
Investment in Gold
 
$
1,036,032
 
 
$
 —  
 
 
$
 —  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
1,036,032
 
 
$
 —  
 
 
$
 —  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
There were
no
transfers between Level 1 and other Levels for the period ended December 31, 2019 or for the year ended September 30, 2019.
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 (“IBA”), a benchmark administrator, which provides an independently administered auction process, as well as the overall administration and governance for the London Bullion Market Association (“LBMA”). In determining the 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 (“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. During the three months ended December 31, 2019 and the year ended September 30, 2019,
no
gold was held by a subcustodian.
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 days of the trade date.
 
Dec-31,
 
 
Sep-30,
 
(Amounts in 000’s of US$)
 
2019
 
 
2019
 
Gold receivable
  $
7,594
    $
14,819
 
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.
 
Dec-31,
 
 
Sep-30,
 
(Amounts in 000’s of US$)
 
2019
 
 
2019
 
Gold payable
  $
 
—
  
    $
 
—
  
 
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 
 
13
 
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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.
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. Activity in the number of Shares created and redeemed for the three months ended December 31, 2019 and 2018 are as follows:
                 
(Amounts are in 000’s)
 
Three Months Ended
Dec-31,
2019
 
 
Three Months Ended
Dec-31,
2018
 
Activity in Number of Shares Created and Redeemed:
 
 
 
 
 
 
 
 
Creations
   
7,100
     
11,700
 
Redemptions
   
(3,400
)    
(—  
)
                 
Net change in Number of Shares Created and Redeemed
   
3,700
     
11,700
 
                 
                 
(Amounts in 000’s of US$
)
 
Three Months Ended
Dec-31,
2019
 
 
Three Months Ended
Dec-31,
2018
 
Activity in Value of Shares Created and Redeemed:
 
 
 
 
 
 
 
 
Creations
  $
105,571
    $
145,544
 
Redemptions
   
(49,796
)    
(—  
)
                 
Net change in Value of Shares Created and Redeemed
  $
55,775
    $
145,544
 
                 
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 on investment in gold for the three months ended December 31, 2019 of $27,105 is made up of a realized gain of $48 from the sale of gold to pay Sponsor fees, a realized gain of $4,685 from gold distributed for the redemption of shares, and a change in unrealized appreciation of $22,372 on investment in gold.
GLDM’s net realized and change in unrealized gain on investment in gold for the three months ended December 31, 2018 of $22,504 is made up of a change in unrealized appreciation of $22,504 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.
 
14
 
Table of Contents
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 December 31, 2019. As of December 31, 2019, the 2018 tax year remains open for examination. There were
no
​​​​​​​ examinations in progress at period end.
 
2.11
New Accounting Pronouncements
In August 2018, the FASB issued Accounting Standards Update
2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU
2018-13”).
The update provides guidance that eliminates, adds and modifies certain disclosure requirements for fair value measurements. ASU
2018-13
will be effective for annual periods beginning after December 15, 2019. Early adoption is permitted. Management of the Sponsor does not currently expect these changes to have a material impact to future financial statements.
3.
Related Parties—Sponsor
The Sponsor receives an annual fee equal to 0.18% of the NAV of GLDM, calculated on a daily basis. The Sponsor is responsible for the payment of all of 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.
4.
GLDM Expenses
GLDM’s only ordinary recurring operating expenses are the Sponsor’s annual fee of 0.18% of the NAV of GLDM. The Sponsor’s fee is payable monthly in arrears.
Expenses payable will reduce the NAV of GLDM.
5.
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 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 is used to preserve wealth by investors around the world, there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold declines, the Sponsor expects the value of an investment in the Shares to decline proportionately. Each of these events could have a material effect on GLDM’s financial position and results of operations.
6.
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 
 
15
 
Table of Contents
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. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any indemnified claim or liability under 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.
7.
Financial Highlights
The following presentation includes financial highlights related to investment performance and operations of a Share outstanding for the three months ended December 31, 2019 and 2018, respectively. The total return at net asset value is based on the change in net asset value of a Share during the period and the total return at market value is based on the change in market value of a Share on NYSE Arca during the period. An individual investor’s return and ratios may vary based on the timing of capital transactions.
 
Three Months
Ended
Dec-31,

2019
 
 
Three Months
Ended
Dec-31,

2018
 
Net Asset Value
 
Net asset value per Share, beginning of period
  $
14.82
    $
11.87
 
                 
Net investment income/(loss)
   
(0.01
)    
(0.01
)
Net Realized and Change in Unrealized Gain / (Loss)
   
0.38
     
0.94
 
                 
Net Income/(Loss)
   
0.37
     
0.93
 
                 
Net asset value per Share, end of period
  $
15.19
    $
12.80
 
                 
Market value per Share, beginning of period
  $
14.70
    $
11.91
 
                 
Market value per Share, end of period
  $
15.14
    $
12.82
 
                 
Ratio to average net assets
 
Net Investment loss
(1)
   
(0.18
)%    
(0.18
)%
                 
Gross expenses
(1)
   
0.18
%    
0.18
%
                 
Net expenses
(1)
   
0.18
%    
0.18
%
                 
Total Return, at net asset value
(2)
   
2.50
%    
7.83
%
                 
Total Return, at market value
(2)
   
2.99
%    
7.64
%
                 
(1) Percentages are annualized.
(2) Percentages are not annualized
 
16
 
Table of Contents
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
 
This information should be read in conjunction with the financial statements and notes included in Item 1 of Part I of this Quarterly Report. This Quarterly Report, including the exhibits hereto and the information incorporated by reference herein, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements involve risks and uncertainties. Except for historical information, statements about future gold prices, gold bullion sales, foreign currencies (including the Reference Currencies), foreign currency exchange rates, costs, plans, or objectives are forward-looking statements based on our estimates, beliefs, assumptions and projections. Words such as “could,” “would,” “may,” “expect,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” and “predict,” and variations on such words, and similar expressions that reflect our current views with respect to future events and fund performance, are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties that are difficult to predict and many of which are outside of our control, and actual results could differ materially from those discussed. Important factors that we believe could affect performance and cause results to differ materially from our expectations are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form
10-K
for the fiscal year ended September 30, 2019, as updated from time to time in the Trust’s Securities and Exchange Commission filings.
Trust Overview
The World Gold Trust (the “Trust”) was formed as a Delaware statutory trust on August 27, 2014. The Trust consists of multiple series (each, a “Fund” and collectively, the “Funds”). Each Fund issues common units of beneficial interest that represent units of fractional undivided beneficial interest in and ownership of such Fund. The term of the Trust and each Fund is perpetual (unless terminated earlier in certain circumstances). The Trust was organized in separate series as a Delaware statutory trust rather than as separate statutory trusts to achieve certain administrative and other efficiencies. The Trust is sponsored by WGC USA Asset Management Company, LLC (the “Sponsor”).
The Trust established six separate series, of which only SPDR
®
Gold MiniShares
SM
Trust (“GLDM”) is operational as of December 31, 2019. GLDM commenced operations on June 26, 2018. GLDM’s investment objective is for its shares (the “Shares”) to reflect the performance of the price of gold, less its expenses.
Gold is held by ICBC Standard Bank Plc (the “Custodian”) on behalf of GLDM.
Investing in the Shares does not insulate the investor from risks, including price volatility. The following chart illustrates the movement in the market price of the Shares and NAV of the Shares against the corresponding gold price (per 1/100 of an oz. of gold) since the day the Shares first began trading on the NYSE Arca:
Share price & NAV v. gold price – June 26, 2018 to December 31, 2019
 
 
17
 
Table of Contents
Critical Accounting Policy
Valuation of Gold, Definition of NAV
GLDM values the investment in gold bullion at fair value. BNY Mellon Asset Servicing, a division of The Bank of New York Mellon (the “Administrator”), will value any gold bullion held by GLDM on the basis of the price of an ounce of gold as determined by ICE Benchmark Administration Limited. In determining the NAV, the Administrator will value the gold bullion held by GLDM on the basis of the LBMA Gold Price PM. The Administrator will calculate the NAV on each day the NYSE Arca is open for regular trading, at the earlier LBMA Gold Price PM for the day or 12:00 PM New York time. If no LBMA Gold Price (AM or 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 will be used in the determination of the NAV, unless the Sponsor determines that such price is inappropriate to use as the basis for such determination. Gold held by GLDM is reported at fair value on the Statement of Financial Condition.
Once the value of the gold has been determined, the Administrator subtracts all estimated accrued expenses and other liabilities of GLDM from the total value of the gold and all other assets of GLDM. The resulting figure is the NAV. The NAV is used to compute the Sponsor’s fee. The Administrator determines the NAV per Share by dividing the NAV of GLDM by the number of Shares outstanding as of the close of trading on NYSE Arca.
Results of Operations
In the three months ended December 31, 2019, 7,100,000 Shares (71 Creation Units) were created in exchange for 70,827.1 ounces of gold, 3,400,000 Shares (34 Creation Units) were redeemed in exchange for 33,911.7 ounces of gold and 323.9 ounces of gold were sold to pay Sponsor fees. For accounting purposes, GLDM reflects creations and redemptions on the date of receipt of a notification of a creation but does not issue Shares until the requisite amount of gold is received. Upon a redemption, GLDM delivers gold upon receipt of Shares. These creations were completed in the normal course of business.
At December 31, 2019, the Custodian held 739,106.2 ounces of gold in its vault, 100% of which is allocated gold in the form of good delivery gold bars with a market value of $1,125,659,336 (cost — $984,046,112). Subcustodians did not hold any gold in their vaults on behalf of GLDM.
At September 30, 2019, the Custodian held 697,523.6 ounces of gold in its vault, 100% of which is allocated gold in the form of good delivery gold bars with a market value of $1,036,031,998 (cost — $916,789,900). Subcustodians did not hold any gold in their vaults on behalf of GLDM.
 
On September 19, 2019, Inspectorate International Limited concluded the annual full count of GLDM’s gold bullion held by the Custodian. On October 2, 2019, Inspectorate International Limited concluded reconciliation procedures from September 19, 2019 through September 30, 2019. The results can be found on www.spdrgoldshares.com.
Cash Resources and Liquidity
At December 31, 2019, GLDM did not have any cash balances. When selling gold to pay expenses, GLDM endeavors to sell the exact amount of gold needed to pay expenses in order to minimize GLDM’s holdings of assets other than gold or any gold receivable. As a consequence, we expect that GLDM will not record any net cash flow from its operations and that its cash balance will be zero at the end of each reporting period.
Analysis of Movements in the Price of Gold
As movements in the price of gold are expected to directly affect the price of the Shares, it is important to understand the recent movements in the price of gold. However, past movements in the price of gold are not indicators of future movements.
 
18
 
Table of Contents
The following chart shows movements in the price of gold based on the LBMA Gold Price PM in U.S. dollars per ounce over the period from June 26, 2018 (the first date the Shares began trading on the NYSE Arca) to December 31, 2019.
Daily Gold Price – June 26, 2018 – December 31, 2019
LBMA Gold Price PM USD
 
The average, high, low and
end-of-period
gold prices for the three- and twelve-month periods from June 30, 2018 through December 31, 2019, based on the LBMA Gold Price PM were:
                                                         
Period
 
Average
 
 
High
 
 
Date
 
 
Low
 
 
Date
 
 
End of
Period
 
 
Last
Day of
 Period
 
                                                         
Three months to June 30, 2018
  $
1,305.99
    $
1,351.45
     
Apr 18, 2018
    $
1,250.45
     
Jun 29, 2018
    $
1,250.45
     
Jun 29, 2018
 
                                                         
Three months to September 30, 2018
  $
1,213.19
    $
1,262.05
     
Jul 9, 2018
    $
1,178.40
     
Aug 17, 2018
    $
1,187.25
     
Sep 28, 2018
 
                                                         
Three months to December 31, 2018
  $
1,226.28
    $
1,279.00
     
Dec 28, 2018
    $
1,185.55
     
Oct 9, 2018
    $
1,281.65
     
Dec 31, 2018
(1)
 
                                                         
Three months to March 31, 2019
  $
1,303.79
    $
1,343.75
     
Feb 20, 2019
    $
1,279.55
     
Jan 21, 2019
    $
1,295.40
     
Mar 29, 2019
 
                                                         
Three months to June 30, 2019
  $
1,309.39
    $
1,431.40
     
Jun 25, 2019
    $
1,269.50
     
Apr 23, 2019
    $
1,409.00
     
Jun 28, 2019
 
                                                         
Three months to September 30, 2019
  $
1,472.47
    $
1,546.10
     
Sep 4, 2019
    $
1,388.65
     
Jul 5, 2019
    $
1,485.30
     
Sep 30, 2019
 
                                                         
Three months to December 31, 2019
  $
 1,480.96
    $
 1,517.10
     
Oct 3, 2019
    $
 1,452.05
     
Nov 12, 2019
    $
1,523.00
     
Dec 31, 2019
(1)
 
                                                         
                                                         
Twelve months ended December 31, 2019
  $
 1,392.60
    $
1,546.10
     
Sep 4, 2019
    $
1,269.50
     
Apr 23, 2019
    $
1,523.00
     
Dec 31, 2019
(1)
 
                                                         
 
 
 
 
 
19
 
Table of Contents
 
(1) There was no LBMA Gold Price PM on the last business day of December 2019 or 2018. The LBMA Gold Price AM on the last business day of December 2019 and 2018 was $1,523.00 and $1,281.65, respectively. The Net Asset Value of GLDM on December 31, 2019 and 2018 was calculated using the LBMA Gold Price AM.
 
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
 
GLDM is a passive investment vehicle. Fluctuations in the value of gold bullion will affect the value of Shares which are designed to reflect the performance of the price of gold bullion, less GLDM’s expenses.
Item 4.
Controls and Procedures
 
 
 
 
Disclosure Controls and Procedures
The duly authorized officers of the Sponsor, performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this report. Such disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are recorded, processed, summarized and reported, within the time period specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, and to the Audit Committee of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure.
The duly authorized officers of the Sponsor, performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, have evaluated the effectiveness of GLDM’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of GLDM were effective as of the end of the period covered by this report. Such disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Exchange Act on behalf of GLDM are recorded, processed, summarized and reported, within the time period specified in the applicable rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, and to the Audit Committee of the Sponsor, as appropriate, to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
There has been no change in the internal control over financial reporting of the Trust that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
There has been no change in the internal control over financial reporting of GLDM that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, GLDM’s internal control over financial reporting.
PART II - OTHER INFORMATION:
Item 1.
Legal Proceedings
 
 
 
 
None.
 
20
 
Table of Contents
Item 1A.
Risk Factors
 
 
 
 
 
 
 
 
You should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form
10-K
for the year ended September 30, 2019, which could materially affect our business, financial condition or future results. There have been no material changes in our risk factors from those disclosed in our 2019 Annual Report on Form
10-K.
The risks described in our Annual Report on Form
10-K
are not the only risks facing the Trust. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
 
 
 
 
 
a) None.
 
 
 
 
 
 
 
 
b) Not applicable.
 
 
 
 
 
 
 
 
c) Not applicable.
 
 
 
 
 
 
 
 
Since GLDM commenced operations on June 26, 2018, and in the period from then to December 31, 2019, 81,900,000 Shares (819 Creation Units) were created in exchange for 818,002.2 ounces of gold and 7,300,000 Shares (73 Creation Units) were redeemed in exchange for 72,842.2 ounces of gold.
                 
Period
 
Total Number of 
Shares
 Redeemed
 
 
Average Ounces of
Gold
Per Share
 
10/01/19 to 10/31/19
   
—  
     
—  
 
11/01/19 to 11/30/19
   
—  
     
—  
 
12/01/19 to 12/31/19
   
3,400,000
     
.00997
 
                 
Total
   
3,400,000
     
.00997
 
                 
 
 
 
 
 
 
 
 
Item 3.
Defaults Upon Senior Securities
 
 
 
 
 
 
 
 
None.
Item 4.
Mine Safety Disclosures
 
 
 
 
 
 
 
 
Not applicable.
Item 5.
Other Information
 
 
 
 
 
 
 
 
None.
Item 6.
Exhibits
 
 
 
 
 
 
 
 
The exhibits listed on the accompanying Exhibit Index, and such Exhibit Index, are filed or incorporated by reference as a part of this report.
 
21
 
Table of Contents
EXHIBIT INDEX
         
Exhibit
No.
 
 
Description of Exhibit
         
 
  4.1.1
   
         
 
  31.1
   
         
 
  31.2
   
         
 
  32.1
   
         
 
  32.2
   
         
 
101.INS*
   
XBRL Instance Document
         
 
101.SCH*
   
XBRL Taxonomy Extension Schema Document
         
 
101.CAL*
   
XBRL Taxonomy Extension Calculation Linkbase Document
         
 
101.LAB*
   
XBRL Taxonomy Extension Label Linkbase Document
         
 
101.PRE*
   
XBRL Taxonomy Extension Presentation Linkbase Document
         
 
101.DEF*
   
XBRL Taxonomy Extension Definition 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.
 
 
* Pursuant to Rule 406T of Regulation
S-T,
these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
 
 
 
 
 
 
 
22
 
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated thereunto duly authorized.
         
 
WGC USA Asset Management Company, LLC
Sponsor of the World Gold Trust
(Registrant)
         
 
By:
 
/s/ Joseph R. Cavatoni
 
 
Joseph R. Cavatoni
 
 
Principal Executive Officer
         
 
By:
 
/s/ Laura S. Melman
 
 
Laura S. Melman
 
 
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
 
 
 
 
 
 
 
 
Date: February 7, 2020
* The registrant is a trust and the persons are signing in their capacities as officers of WGC USA Asset Management Company, LLC, the Sponsor of the registrant.
 
 
 
 
 
 
 
 
 
23

Exhibit 4.1.1

AMENDMENT NO. 1

TO

FOURTH AMENDED AND RESTATED AGREEMENT

AND DECLARATION OF TRUST

OF

WORLD GOLD TRUST

This Amendment (this “Amendment”), dated as of February 6, 2020, is to the Fourth Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) of World Gold Trust (the “Trust”), dated as of April 16, 2018 between WGC USA Asset Management Company, LLC, as the sponsor of the Trust (the “Sponsor”), and Delaware Trust Company, as the trustee of the Trust (the “Trustee”).

WHEREAS, the London Bullion Market Association (the “LBMA”) published updated good delivery rules in December 2019 entitled “Good Delivery List Rules”;

WHEREAS, the Sponsor and the Trustee propose to amend the Declaration of Trust to update the definitions to reflect the most recent good delivery rules published by the LBMA and provide flexibility for any future changes to such rules;

WHEREAS, Article VI of the Declaration of Trust provides, in pertinent part, that the Sponsor, in its sole discretion and without Shareholder consent, may amend or otherwise supplement the Declaration of Trust by making an amendment; and

WHEREAS, all conditions and requirements necessary to make this Amendment a valid instrument that is legally binding on the parties hereto and on the Shareholders have been satisfied.

NOW, THEREFORE, the Sponsor and the Trustee agree as follows:

1.    Section 1.03(w) of the Declaration of Trust is amended in its entirety to read as follows:

 

  (w)    

Reserved.

2.    Section 1.03(t) of the Declaration of Trust is amended in its entirety to read as follows:

(t)    “Gold” means gold bullion meeting the standards and specifications set forth in the good delivery rules promulgated by the LBMA from time to time.

2.    Except as modified by this Amendment, the Declaration of Trust shall remain unmodified and in full force and effect.

3.    Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Declaration of Trust.

4.    This Amendment may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but together shall constitute one and the same amendment.

5.    The Sponsor hereby authorizes and directs the Trustee to execute this Amendment.

[Signatures appear on the following page.]

 

-2-

IN WITNESS WHEREOF, the Sponsor and the Trustee have duly executed and delivered this Amendment as of the date first above written.

 

WGC USA ASSET MANAGEMENT

COMPANY, LLC,

as Sponsor

By:  

/s/ Laura S. Melman

Name:   Laura S. Melman
Title:   Chief Financial Officer and Treasurer

DELAWARE TRUST COMPANY,

as Trustee

By:  

/s/ Alan R. Halpern

Name:   Alan R. Halpern
Title:   Vice President

 

[Signature Page to Amendment No. 1 to Declaration of Trust of World Gold Trust]

 

-3-

Exhibit 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

I, Joseph R. Cavatoni, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of World Gold Trust and SPDR® Gold MiniSharesSM Trust (together, the “registrant”);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the auditors of the registrant’s and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves persons who have a significant role in the registrant’s internal control over financial reporting.

Date: February 7, 2020

 

/s/ Joseph R. Cavatoni

Joseph R. Cavatoni**
Principal Executive Officer

 

*

The originally executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available for inspection upon request.

**

The registrant is a trust and Mr. Cavatoni is signing in his capacity as Principal Executive Officer of WGC USA Asset Management Company, LLC, the Sponsor of the registrant.

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) AND 15d-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Laura S. Melman, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of the World Gold Trust and SPDR® Gold MiniSharesSM Trust (together, the “registrant”).

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the auditors of the registrant’s and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves persons who have a significant role in the registrant’s internal control over financial reporting.

Date: February 7, 2020

 

/s/ Laura S. Melman

Laura S. Melman**

Chief Financial Officer and Treasurer

(Principal Financial Officer)

 

*

The originally executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available for inspection upon request.

**

The registrant is a trust and Ms. Melman is signing in her capacity as Chief Financial Officer and Treasurer of WGC USA Asset Management Company, LLC, the Sponsor of the registrant.

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of World Gold Trust (the “Trust” or “registrant”) on Form 10-Q for the quarter ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joseph R. Cavatoni, principal executive officer of WGC USA Asset Management Company, LLC, the Sponsor of the Trust, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

 

/s/ Joseph R. Cavatoni

Joseph R. Cavatoni**
Principal Executive Officer
February 7, 2020

 

*

The originally executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available for inspection upon request.

**

The registrant is a trust and Mr. Cavatoni is signing in his capacity as Principal Executive Officer of WGC USA Asset Management Company, LLC, the Sponsor of the Trust.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of World Gold Trust (the “Trust” or “registrant”) on Form 10-Q for the quarter ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Laura S. Melman, chief financial officer and treasurer of WGC USA Asset Management Company, LLC, the sponsor of the Trust, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

 

/s/ Laura S. Melman

Laura S. Melman**

Chief Financial Officer and Treasurer

(Principal Financial Officer)

February 7, 2020

 

*

The originally executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available for inspection upon request.

**

The registrant is a trust and Ms. Melman is signing in her capacity as Chief Financial Officer and Treasurer of WGC USA Asset Management Company, LLC, the Sponsor of the Trust.