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which is part of a deposit for a purchase order or part of a redemption distribution is held for a time in the Trust Unallocated |
Account and, previously or subsequently in, the Authorized Participant Unallocated Account of the purchasing or redeeming Authorized |
Participant. During those times, the Trust and the Authorized Participant, as the case may be, have no proprietary rights to any |
specific bars of gold held by the Custodian and are each an unsecured creditor of the Custodian with respect to the amount of |
gold held in such unallocated accounts. In addition, if the Custodian fails to allocate the Trust’s gold in a timely manner, |
in the proper amounts or otherwise in accordance with the terms of the Unallocated Account Agreement, or if a sub-custodian fails |
to so segregate gold held by it on behalf of the Trust, unallocated gold will not be segregated from the Custodian’s assets, |
and the Trust will be an unsecured creditor of the Custodian with respect to the amount so held in the event of the insolvency |
of the Custodian. In the event the Custodian becomes insolvent, the Custodian’s assets might not be adequate to satisfy |
a claim by the Trust or the Authorized Participant for the amount of gold held in their respective unallocated gold accounts . 32 In |
the case of the insolvency of the Custodian, a liquidator may seek to freeze access to the gold held in all of the accounts |
held by the Custodian, including the Trust Allocated Account. Although the Trust would be able to claim ownership of properly |
allocated gold, the Trust could incur expenses in connection with asserting such claims, and the assertion of such a claim by |
the liquidator could delay creations and redemptions of Baskets. In |
issuing Baskets, the Trustee relies on certain information received from the Custodian which is subject to confirmation after |
the Trustee has relied on the information. If such information turns out to be incorrect, Baskets may be issued in exchange for |
an amount of gold which is more or less than the amount of gold which is required to be deposited with the Trust. The |
Custodian’s definitive records are prepared after the close of its business day. However, when issuing Baskets, the Trustee |
relies on information reporting the amount of gold credited to the Trust’s accounts which it receives from the Custodian |
during the business day and which is subject to correction during the preparation of the Custodian’s definitive records |
after the close of business. If the information relied upon by the Trustee is incorrect, the amount of gold actually received |
by the Trust may be more or less than the amount required to be deposited for the issuance of Baskets. GENERAL |
RISKS The |
Trust relies on the information and technology systems of the Trustee, the Custodian, the Marketing Agent and, to a lesser degree, |
the Sponsor, which could be adversely affected by information systems interruptions, cybersecurity attacks or other disruptions |
which could have a material adverse effect on the Trust’s record keeping and operations. The |
Custodian, the Trustee and the Marketing Agent depend upon information technology infrastructure, including network, hardware |
and software systems to conduct their business as it relates to the Trust. A cybersecurity incident, or a failure to protect their |
computer systems, networks and information against cybersecurity threats, could result in a loss of information and adversely |
impact their ability to conduct their business, including their business on behalf of the Trust. Despite implementation of network |
and other cybersecurity measures, their security measures may not be adequate to protect against all cybersecurity threats. War, |
a major terrorist attack and other geopolitical events, including but not limited to the war between Russia and Ukraine, outbreaks |
or public health emergencies (as declared by the World Health Organization), the continuation or expansion of war or other hostilities, |
or a prolonged government shutdown may cause volatility in the price of Bullion due to the importance of a country or region to |
the Bullion markets, market access restrictions imposed on some local Bullion producers and refiners, potential impacts to global |
transportation and shipping and other supply chain disruptions. These events are unpredictable and may lead to extended periods |
of price volatility. The |
operations of the Trust, the exchanges, brokers and counterparties with which the Trust does business, and the markets in which |
the Trust does business, could be severely disrupted in the event of war, a major terrorist attack and other geopolitical events, |
including but not limited to, the war between Russia and Ukraine, outbreaks or public health emergencies (as declared by the World |
Health Organization), the continuation or expansion of war or other hostilities, or a prolonged government shutdown. Such events |
may cause volatility in the price of Bullion due to the importance of a country or region to the Bullion markets, market access |
restrictions imposed on some local Bullion producers and refiners, or potential impacts to global transportation, shipping, and |
other supply chain disruptions. 33 In |
late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other |
countries in the region and in the West. The responses of countries and political bodies to Russia's actions, the larger overarching |
tensions, and Ukraine's military response and the potential for wider conflict may increase financial market volatility generally, |
have severe adverse effects on regional and global economic markets, and cause volatility in the price of gold and the share price |
of the Trust. The conflict in Ukraine, along with global political fallout and implications including sanctions, shipping disruptions, |
collateral war damage, and a potential expansion of the conflict beyond Ukraine's borders, could disturb the Bullion markets. |
Russia is one of the world's largest producers of gold, palladium, platinum and silver. On March 7, 2022, the LBMA suspended its |
accreditation of six Russian refiners of gold and silver, and, on April 8, 2022, the LPPM suspended its accreditation of two Russian |
refiners of platinum and palladium. The LBMA and LPPM each stated that existing bars produced by the refiners before their suspension |
will still be accepted as good delivery. Following an announcement at the G7 Summit to collectively ban the import of Russian |
gold, the UK passed regulations which prohibit the direct or indirect (i) import of gold that originated in Russia, (ii) acquisition |
of gold that originated in Russia or is located in Russia and (iii) supply or delivery of gold that originated in Russia, all |
after July 21, 2022. Similarly, US regulations prohibit the import of gold of Russian origin into the United States on or after |
June 28, 2022 and EU regulations prohibit the direct or indirect import, purchase or transfer of gold if it originates in Russia |
and has been exported from Russia after July 22, 2022. War and other geopolitical events in eastern Europe, including but not |
limited to Russia and Ukraine, may cause volatility in commodity prices including precious metals prices. These events are unpredictable |
and may lead to extended periods of price volatility. The |
Trust as well as the Sponsor and its service providers are vulnerable to the effects of public health crises, including the ongoing |
novel coronavirus pandemic. The |
COVID-19 pandemic has caused major disruptions to economies and markets around the world, including the markets in which the Trust |
invests, and which has and may continue to negatively impact the value of certain of the Trust’s investments. Although vaccines |
for COVID-19 and variants thereof are becoming more widely available, the COVID-19 pandemic and impacts thereof may continue for |
an extended period of time and may vary from market to market. To the extent the impacts of COVID-19 continue, the Trust may experience |
negative impacts to its business that could exacerbate other risks to which the Trust is subject. Policy and legislative changes |
in countries around the world are affecting many aspects of financial regulation, and governmental and quasi-governmental authorities |
and regulators throughout the world have previously responded to serious economic disruptions with a variety of significant fiscal |
and monetary policy changes. Potential |
conflicts of interest may arise among the Sponsor or its affiliates and the Trust. Conflicts |
of interest may arise among the Sponsor and its affiliates, on the one hand, and the Trust and its Shareholders, on the other |
hand. As a result of these conflicts, the Sponsor may favor its own interests and the interests of its affiliates over the Trust |
and its Shareholders. As an example, the Sponsor, its affiliates and their officers and employees are not prohibited from engaging |
in other businesses or activities, including those that might be in direct competition with the Trust. Item |
1B. Unresolved Staff Comments None. Item |
2. Properties Not |
applicable. 34 Item |
3. Legal Proceedings None Item |
4. Mine Safety Disclosure Not |
applicable. PART |
II Item |
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The |
Trust was formed on September 1, 2009 (the “Date of Inception”) following an initial deposit of gold. The Trust’s |
Shares have been listed on the NYSE Arca under the symbol SGOL since its initial public offering on September 9, 2009. The following |
tables set out the range of high and low closing prices for the Shares as reported for NYSE Arca transactions for each of the |
quarters during the years ended December 31, 2022 and 2021: Fiscal Year Ended December 31, 2022: Quarter Ended High Low March 31, 2022 $ 19.69 $ 17.16 June 30, 2022 $ 18.98 $ 17.33 September 30, 2022 $ 17.30 $ 15.57 December 31, 2022 $ 17.56 $ 15.58 Fiscal Year Ended December 31, 2021: Quarter Ended High Low March 31, 2021 $ 18.73 $ 16.15 June 30, 2021 $ 18.34 $ 16.59 September 30, 2021 $ 17.56 $ 16.56 December 31, 2021 $ 17.91 $ 16.83 The |
number of outstanding Share of the Trust as of February 23, 2023 was 138,100,000. Monthly |
Share Price The |
following table sets forth, for each of the most recent six months, the high and low closing prices of the Shares, as reported |
for NYSE Arca transactions. Month High Low August 2022 $ 17.26 $ 16.38 September 2022 $ 16.52 $ 15.57 October 2022 $ 16.54 $ 15.58 November 2022 $ 17.04 $ 15.62 December 2022 $ 17.56 $ 16.92 January 2023 $ 18.65 $ 17.55 35 Issuer |
Purchase of Equity Securities The |
Trust issues and redeems Shares only with Authorized Participants in exchange for gold, only in aggregations of 100,000 Shares, |
referred to as a Basket. A list of current Authorized Participants is available from the Sponsor or the Trustee and is included |
in Item 7 of this report. Although the Trust does not purchase Shares directly from its Shareholders, in connection with the redemption |
of Baskets, the Trust redeemed as follows during the years ended December 31, 2022 and 2021: Month Total number of Shares redeemed Average ounces of gold per share January 2022 — — February 2022 — — March 2022 1,000,000 0.0096 April 2022 — — May 2022 3,000,000 0.0096 June 2022 1,200,000 0.0096 July 2022 3,600,000 0.0096 August 2022 1,500,000 0.0096 September 2022 3,300,000 0.0096 October 2022 2,400,000 0.0096 November 2022 3,600,000 0.0096 December 2022 — — Total 19,600,000 0.0096 36 Month Total number of Shares redeemed Average ounces of gold per share January 2021 800,000 0.0096 February 2021 1,200,000 0.0096 March 2021 8,200,000 0.0096 April 2021 2,300,000 0.0096 May 2021 — — June 2021 500,000 0.0096 July 2021 — — August 2021 700,000 0.0096 September 2021 900,000 0.0096 October 2021 — — November 2021 800,000 0.0096 December 2021 — — Total 15,400,000 0.0096 Item |
7. 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 to the financial statements included with this |
report. The discussion and analysis that follows may contain statements that relate to future events or future performance. In |
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