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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
     
x
  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended September 30, 2011
or
o
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-32356
 
SPDR® GOLD TRUST
SPONSORED BY WORLD GOLD TRUST SERVICES, LLC
(Exact name of registrant as specified in its charter)
 
     
New York
  81-6124035
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
 
c/o World Gold Trust Services, LLC
510 Madison Avenue, 9th Floor
New York, New York 10022
(212) 317-3800
(Address of principal executive offices, telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
     
    Name of each exchange
(Title of each class)   on which registered
 
SPDR® GOLD Shares
  NYSE Arca, Inc.
 
Securities registered pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes x  No o
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o  No x
 
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 x  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes x  No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
     Large accelerated filer  x Accelerated filer  o Non-Accelerated filer  o Smaller reporting company  o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x
 
Aggregate market value of registrant’s common stock held by non-affiliates of the registrant, based upon the closing price of a share of the registrant’s common stock on March 31, 2011 as reported by the NYSE Arca, Inc. on that date: $139.86
 
Number of shares of the registrant’s common stock outstanding as of November 18, 2011: 427,300,000
 
 
 
 
DOCUMENTS INCORPORATED BY REFERENCE: None


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FORWARD LOOKING STATEMENTS
 
This Annual Report on Form 10-K contains various “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 within the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements usually include the verbs, “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “understands” and other verbs suggesting uncertainty. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Trust undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
 
Additional significant uncertainties and other factors affecting forward-looking statements are presented in the Risk Factors section which appears in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
 
 
“SPDR” is a trademark of Standard & Poor’s Financial Services, LLC (“S&P”) and has been licensed for use by the Sponsor. The “SPDR” trademark is used under license from S&P and the SPDR® Gold Trust is permitted to use the “SPDR” trademark pursuant to a sublicense from the Marketing Agent. No financial product offered by SPDR® Gold Trust, or its affiliates, is sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the owners of any financial product or any member of the public regarding the advisability of investing in securities generally or in financial products particularly or the ability of the index on which financial products are based to track general stock market performance. S&P is not responsible for and has not participated in any determination or calculation made with respect to issuance or redemption of financial products. S&P has no obligation or liability in connection with the administration, marketing or trading of financial products.
 
WITHOUT LIMITING ANY OF THE FOREGOING IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.


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TABLE OF CONTENTS
 
             
        Page
    1  
  Business     1  
      Investment Objective     1  
      Overview     2  
      The Gold Industry     3  
      Business of the Trust     8  
      Creation and Redemption of Shares     8  
      Trust Expenses     12  
      The Sponsor     14  
      The Trustee     15  
      The Custodian     15  
      The Marketing Agent     16  
      Custody of the Trust’s Gold     17  
      Description of the Custody Agreements     18  
      Description of the Shares     20  
      United States Federal Tax Consequences     21  
  Risk Factors     26  
  Unresolved Staff Comments     34  
  Properties     34  
  Legal Proceedings     34  
  (Removed and Reserved)     34  
    35  
  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     35  
  Selected Financial Data     36  
  Management’s Discussion and Analysis of Financial Condition and Results of Operations     38  
  Quantitative and Qualitative Disclosures about Market Risk     44  
  Financial Statement and Supplementary Data     44  
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     45  
  Controls and Procedures     45  
  Other Information     47  


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        Page
    48  
  Directors, Executive Officers and Corporate Governance     48  
  Executive Compensation     48  
  Security Ownership of Certain Beneficial Owners and Management     48  
  Certain Relationships and Related Transactions and Director Independence     48  
  Principal Accountant Fees and Services     48  
    49  
  Exhibits and Financial Statement Schedules     49  
 EX-23.1
 EX-23.2
 EX-23.3
 EX-31.1
 EX-31.2
 EX-32.1
 EX-32.2
 EX-101 INSTANCE DOCUMENT
 EX-101 SCHEMA DOCUMENT
 EX-101 CALCULATION LINKBASE DOCUMENT
 EX-101 LABELS LINKBASE DOCUMENT
 EX-101 PRESENTATION LINKBASE DOCUMENT
 EX-101 DEFINITION LINKBASE DOCUMENT


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PART I
 
Item 1.   Business
 
SPDR® Gold Trust, or the Trust, is an investment trust, formed on November 12, 2004 under New York law pursuant to a trust indenture, or the Trust Indenture. The Trust holds gold and from time to time issues SPDR® Gold Shares, or Shares, in Baskets in exchange for deposits of gold and distributes gold in connection with redemptions of Baskets. A Basket equals a block of 100,000 Shares. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trust’s expenses. World Gold Trust Services, LLC, or WGTS, is the sponsor of the Trust, or the Sponsor. BNY Mellon Asset Servicing, a division of The Bank of New York Mellon, or BNYM, is the trustee of the Trust, or the Trustee. State Street Global Markets, LLC, or SSGM, is the marketing agent of the Trust, or the Marketing Agent.
 
The Sponsor of the registrant maintains an Internet website at www.spdrgoldshares.com, through which the registrant’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are made available free of charge after they have been filed or furnished to the Securities and Exchange Commission (the “SEC”). Additional information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.
 
Investment Objective
 
The Shares are intended to offer investors an opportunity to participate in the gold market through an investment in securities. Historically, the logistics of buying, storing and insuring gold have constituted a barrier to entry for some institutional and retail investors. The ownership of the Shares is intended to overcome these barriers to entry. The logistics of storing and insuring gold are dealt with by HSBC Bank USA, N.A., or HSBC, as custodian of the Trust, or the Custodian, and the related expenses are built into the price of the Shares. Therefore, the investor does not have any additional tasks or costs over and above those associated with investing in any other publicly traded security.
 
The Shares are intended to provide institutional and retail investors with a simple and cost-efficient means of gaining investment benefits similar to those of holding allocated gold bullion. The Shares offer an investment that is:
 
  •  Easily Accessible.  Investors can access the gold market through a traditional brokerage account. The Sponsor believes that investors will be able to more effectively implement strategic and tactical asset allocation strategies that use gold by using the Shares instead of using the traditional means of purchasing, trading and holding gold.
 
  •  Relatively Cost Efficient.  The Sponsor believes that, for many investors, transaction costs related to the Shares will be lower than those associated with the purchase, storage and insurance of allocated gold.
 
  •  Exchange Traded.  The Shares trade on NYSE Arca, Inc., or NYSE Arca, providing investors with an efficient means to buy, sell, or sell short in order to implement a variety of investment strategies. The Shares are eligible for margin accounts. The Shares are also listed on the Mexican Stock Exchange (Bolsa Mexicana de Valores), the Singapore Exchange Securities Trading Limited, the Stock Exchange of Hong Kong Limited and the Tokyo Stock Exchange.
 
  •  Backed by Gold Held by the Custodian on Behalf of the Trust.  The Shares are backed by the assets of the Trust and the Trust does not hold or employ any derivative securities. Further, the Trust’s holdings and their value based on current market prices are reported on the Trust’s website each business day.


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Overview
 
The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust. The Trust is not managed like a corporation or an active investment vehicle. The gold held by the Trust will only be sold: (1) on an as-needed basis to pay Trust expenses, (2) in the event the Trust terminates and liquidates its assets, or (3) as otherwise required by law or regulation. The sale of gold by the Trust is a taxable event to shareholders of the Trust, or Shareholders. See “United States Federal Tax Consequences—Taxation of U.S. Shareholders.”
 
The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. The Trust will not hold or trade in commodity futures contracts regulated by the Commodity Exchange Act of 1936, or the CEA, as administered by the Commodity Futures Trading Commission, or the CFTC. The Trust is not a commodity pool for purposes of the CEA, and none of the Sponsor, the Trustee or the Marketing Agent is subject to regulation as a commodity pool operator or a commodity trading advisor in connection with the Shares.
 
The Trust creates and redeems Shares from time to time, but only in Baskets. The number of outstanding Shares changes from time to time as a result of the creation and redemption of Baskets. The creation and redemption of Baskets requires the delivery to the Trust or the distribution by the Trust of the amount of gold and any cash represented by the Baskets being created or redeemed. The total amount of gold and any cash required for the creation of Baskets is based on the combined net asset value, or NAV, of the number of Baskets being created or redeemed. The number of ounces of gold required to create a Basket or to be delivered upon the redemption of a Basket will continue to gradually decrease over time. This is because the Shares comprising a Basket will represent a decreasing amount of gold due to the sale of the Trust’s gold to pay the Trust’s expenses.
 
Baskets may be created or redeemed only by Authorized Participants. An Authorized Participant is a person who (1) is a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions, (2) is a participant in the Depository Trust Company system, or DTC, (3) has entered into an agreement with the Sponsor and the Trustee which provides the procedures for the creation and redemption of Baskets and for the delivery of the gold and any cash required for such creations and redemptions, or a Participant Agreement, and (4) has established an unallocated gold account with the Custodian, or an Authorized Participant Unallocated Account. Authorized Participants pay a transaction fee of $2,000 for each order to create or redeem Baskets. Authorized Participants may sell to other investors all or part of the Shares included in the Baskets they purchase from the Trust.
 
As of the London PM fix on each day that NYSE Arca is open for regular trading or, if there is no London PM fix on such day or the London PM fix has not been announced by 12:00 PM New York time on such day, as of 12:00 PM New York time on such day, or Valuation Time, the Trustee values the gold held by the Trust and determines both the Adjusted Net Asset Value, or ANAV, and the NAV of the Trust. Once the value of the gold has been determined, the Trustee subtracts all estimated accrued fees (other than the fees accruing for the evaluation day which are computed by reference to the ANAV of the Trust or the custody fees accruing for the evaluation day which are based on the value of the gold held by the Trust), expenses and other liabilities of the Trust from the total value of the gold and all other assets of the Trust (other than any amounts credited to the Trust’s reserve account, if established). The resulting figure is the ANAV of the Trust, which is used to compute the fees of the Sponsor, the Trustee and the Marketing Agent.
 
To determine the Trust’s NAV, the Trustee subtracts the amount of estimated accrued fees accruing for the evaluation day which are computed by reference to the ANAV of the Trust and to the value of the gold held by the Trust from the ANAV of the Trust. The resulting figure is the NAV of the Trust. The Trustee also determines the NAV per Share by dividing the NAV of the Trust by the number of the Shares outstanding as of the close of trading on NYSE Arca (which includes the net number of any Shares created or redeemed on such evaluation day).


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The Trust’s assets only consist of allocated gold bullion and gold receivable when recorded; representing gold covered by contractually binding orders for the creation of Shares where the gold has not yet been transferred to the Trust’s account and, from time to time, cash, which will be used to pay expenses. Cash held by the Trust will not generate any income. The Trust does not hold any derivative instruments. Each Share represents a proportional interest, based on the total number of Shares outstanding, in the gold and any cash held by the Trust, less the Trust’s liabilities (which include accrued expenses). The secondary market trading price of the Shares has fluctuated in response to the price of gold and the Sponsor believes that the trading price of the Shares reflects the estimated accrued expenses of the Trust.
 
Sales of Gold
 
The Trustee, at the direction of the Sponsor or in its own discretion, sells the Trust’s gold as necessary to pay the Trust’s expenses. As a result, the amount of gold sold will vary from time to time depending on the level of the Trust’s expenses and the market price of gold. Unless otherwise directed by the Sponsor, when selling gold, the Trustee endeavors to sell at the price established by the London PM fix. The Trustee places orders with dealers (which may be the Custodian) through which the Trustee expects to receive the most favorable price and execution of orders. The Custodian may be the purchaser of such gold only if the sale transaction is made at the next London gold price fix (either AM or PM) following the sale order. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any sale. See “United States Federal Tax Consequences—Taxation of U.S. Shareholders” for information on the tax treatment of gold sales.
 
The Trustee may also sell the Trust’s gold if the Sponsor notifies the Trustee that the sale of gold is required by applicable law or regulation or in connection with the termination and liquidation of the Trust. The Trustee will not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of gold directed by the Sponsor. Any property received by the Trust other than gold, cash or an amount receivable in cash (such as, for example, an insurance claim) will be promptly sold or otherwise disposed of by the Trustee.
 
Gold Price Information
 
Investors may obtain on a 24-hour basis gold pricing information based on the spot price for an ounce of gold from various financial information service providers. Current spot prices are also generally available with bid/ask spreads from gold bullion dealers. In addition, the Trust’s website provides ongoing pricing information for gold spot prices and the Shares. Market prices for the Shares are available from a variety of sources including brokerage firms, information websites and other information service providers. The NAV of the Trust is published by the Sponsor on each day that NYSE Arca is open for regular trading and is posted on the Trust’s website at www.spdrgoldshares.com.
 
The Gold Industry
 
Gold Supply and Demand
 
Gold is a physical asset that is accumulated, rather than consumed. As a result, virtually all the gold that has ever been mined still exists today in one form or another. Gold Survey 2011, a publication of Thompson Reuters GFMS Limited, or GFMS, an independent precious metals research organization based in London, estimates that existing above-ground stocks of gold amounted to 166,600 tonnes (approximately 5.4 billion ounces) at the end of 2010. These stocks have increased by approximately 2.0% per year on average for the 10 years ended December 2010. When used in this annual report “tonne” refers to one metric tonne, which is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.


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World Gold Supply and Demand (2001 – 2010)
 
The following table sets forth a summary of the world gold supply and demand for the last 10 years. It is based on information reported in the GFMS Gold Survey 2011.
 
World Gold Supply and Demand, 2001-2010
 
                                                                                 
    2001     2002     2003     2004     2005     2006     2007     2008     2009     2010  
 
Mine production
    2,646       2,619       2,624       2,496       2,550       2,482       2,476       2,408       2,589       2,689  
Official sector sales
    520       547       620       479       663       365       484       235       34        
Recycled gold
    749       874       991       881       902       1,133       982       1,316       1,695       1,645  
Net producer hedging
    (151 )     (379 )     (289 )     (438 )     (92 )     (434 )     (440 )     (350 )     (236 )     (103 )
Total reported supply 1
    3,764       3,661       3,946       3,418       4,023       3,546       3,502       3,609       4,082       4,231  
Gold fabrication in carat jewelry
    3,009       2,662       2,484       2,616       2,719       2,300       2,423       2,304       1,814       2,017  
Gold fabrication in electronics
    197       206       237       266       286       316       322       311       275       327  
Gold fabrication in other industrial & decorative applications
    97       83       82       85       90       92       96       95       82       91  
Gold fabrication in dentistry
    69       69       67       68       62       61       58       56       53       49  
Official sector purchases
    0       0       0       0       0       0       0       0       0       73  
Bar and coin retail investment 2
    371       363       316       366       406       425       447       902       819       1,175  
Investment in Exchange Traded Funds and related products 3
    0       3       39       133       208       260       253       321       617       338  
Total identifiable demand 1
    3,743       3,386       3,225       3,533       3,771       3,454       3,599       3,989       3,660       4,070  
Supply less demand 4
    21       275       721       (115 )     252       92       (97 )     (380 )     422       161  
 
 
(1) Figures may not add due to independent rounding.
 
(2) Bar and coin retail investment include physical bars, official coins, imitation coins and medals.
 
(3) Including Gold Bullion Securities (LSE and ASX), SPDR Gold Shares, NewGold Gold Debentures, Central Fund of Canada and Central Gold Trust, iShares Comex Gold Trust, ZKB Gold, Golddist, ETFS Physical Gold, Xetra-Gold, Julius Baer Physical Gold Fund, Claymore Gold Bullion ETF, Swiss Gold, ETFS (Tokyo and New York), Sprott Physical Gold Trust, Dubai Gold Securities, ETFS Physical Precious Metals Basket Shares (GLTR) and Mistubishi Physical Gold ETF.
 
(4) This is the residual from combining all the other data in the table. The residual results from the fact that there is no reliable methodology for measuring all elements of gold supply and demand. It includes net institutional investment other than that in Exchange Traded Funds and similar products, movements in stocks and other elements together with any residual error.
 
Source: Thompson Reuters GFMS Gold Survey 2011
 
Sources of Gold Supply
 
Sources of gold supply include both mine production and the recycling or mobilizing of existing above-ground stocks. The largest portion of gold supplied into the market annually is from gold mine production. The second largest source of annual gold supply is from recycled gold, which is gold that has been recovered from jewelry and other fabricated products and converted back into marketable gold.
 
Official sector sales outstripped purchases in the period from 1989 to 2009, creating additional net supply of gold into the marketplace, with annual net sales between 2001 and 2010 averaging 387 tonnes. In recent years, however, the pace of net sales has slowed sharply and since the second quarter of 2009, the official sector has been a small net buyer of gold on a quarterly basis. The year 2010 marked the first year in more than two decades that the official sector has become a net buyer, where purchases totaled 73 tonnes. The prominence given by market commentators to this activity and the size of official sector gold holdings, has resulted in this area being one of the more visible sectors of the gold market.
 
Sources of Gold Demand
 
Based on the GFMS Gold Survey 2011 published statistics, the demand for gold amounted to 2.4% of total above ground stocks in 2010. Gold demand has traditionally come from three sources: jewelry, industry (including medical applications), and investment. The primary source of demand comes from jewelry, which accounts for 58% of the identifiable demand over the past five years, followed by investment demand which accounts for a further 30% and industry which accounts for the remaining


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12%. While jewelry remains by far the largest component of demand, its share has decreased over the past two years in favor of investment demand, as a by-product of the financial crisis. Additionally, in 2010, the official sector became a net purchaser of gold for the first time in over two decades.
 
Gold demand is widely dispersed throughout the world. While there are seasonal fluctuations in the levels of demand for gold (especially jewelry) in many countries, variations in the timing of such fluctuations in different countries mean that seasonal changes in demand do not have a significant impact on the global gold price.
 
Operation of the Gold Bullion Market
 
The global trade in gold consists of over-the-counter, or OTC, transactions in spot, forwards, and options and other derivatives, together with exchange-traded futures and options.
 
Global Over-The-Counter Market
 
The OTC market trades on a 24-hour per day continuous basis and accounts for most global gold trading. Market makers, as well as others in the OTC market, trade with each other and with their clients on a principal-to-principal basis. All risks and issues of credit are between the parties directly involved in the transaction. Market makers include the eleven market-making members of the London Bullion Market Association, or LBMA, a trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market. The eleven market-making members of the LBMA are: the Bank of Nova Scotia—ScotiaMocatta, Barclays Bank PLC, Credit Suisse, Deutsche Bank AG, Goldman Sachs International, HSBC Bank USA, N.A. JPMorgan Chase Bank, Mitsui & Co Precious Metals Inc., Merrill Lynch International Bank Limited, Société Générale and UBS AG. The OTC market provides a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors. Bullion dealers customize transactions to meet clients’ requirements. The OTC market has no formal structure and no open-outcry meeting place.
 
The main centers of the OTC market are London, New York and Zurich. Mining companies, central banks, manufacturers of jewelry and industrial products, together with investors and speculators, tend to transact their business through one of these market centers. Centers such as Dubai and several cities in the Far East also transact substantial OTC market business, typically involving jewelry and small bars of 1 kilogram or less. Bullion dealers have offices around the world and most of the world’s major bullion dealers are either members or associate members of the LBMA. Of the eleven market-making members of the LBMA, six offer clearing services. There are 60 full members, including the market-making members, plus a number of associate members around the world. The information about LBMA members in this report is as of October 27, 2011. These numbers may change from time to time as new members are added and existing members drop out.
 
In the OTC market, the standard size of gold trades between market makers ranges between 5,000 and 10,000 ounces. Bid-offer spreads are typically $0.50 per ounce. Certain dealers are willing to offer clients competitive prices for much larger volumes, including trades over 100,000 ounces, although this will vary according to the dealer, the client and market conditions, as transaction costs in the OTC market are negotiable between the parties and therefore vary widely. Cost indicators can be obtained from various information service providers as well as dealers.
 
Liquidity in the OTC market can vary from time to time during the course of the 24-hour trading day. Fluctuations in liquidity are reflected in adjustments to dealing spreads—the differential between a dealer’s “buy” and “sell” prices. The period of greatest liquidity in the gold market generally occurs at the time of day when trading in the European time zones overlaps with trading in the United States, which is when OTC market trading in London, New York and other centers coincides with futures and options trading on the COMEX division of the New York Mercantile Exchange, or the COMEX. This period lasts for approximately four hours each New York business day morning.


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The London Bullion Market
 
Although the market for physical gold is global, most OTC market trades are cleared through London. In addition to coordinating market activities, the LBMA acts as the principal point of contact between the market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the “London Good Delivery Lists,” which are the lists of LBMA accredited melters and assayers of gold. The LBMA also coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation.
 
The term “loco London” gold refers to gold physically held in London that meets the specifications for weight, dimensions, fineness (or purity), identifying marks (including the assay stamp of a LBMA acceptable refiner) and appearance set forth in “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA. Gold bars meeting these requirements are described in this report from time to time as “London Good Delivery Bars.” The unit of trade in London is the troy ounce, whose conversion between grams is: 1,000 grams = 32.1507465 troy ounces and 1 troy ounce = 31.1034768 grams. A London Good Delivery Bar is acceptable for delivery in settlement of a transaction on the OTC market. Typically referred to as 400-ounce bars, a London Good Delivery Bar must contain between 350 and 430 fine troy ounces of gold, with a minimum fineness (or purity) of 995 parts per 1,000 (99.5%), be of good appearance and be easy to handle and stack. The fine gold content of a gold bar is calculated by multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar. A London Good Delivery Bar must also bear the stamp of one of the melters and assayers who are on the LBMA approved list. Unless otherwise specified, the gold spot price always refers to that of a London Good Delivery Bar. Business is generally conducted over the phone and through electronic dealing systems.
 
Twice daily during London trading hours there is a fix which provides reference gold prices for that day’s trading. Many long-term contracts will be priced on the basis of either the morning (AM) or afternoon (PM) London fix, and market participants will usually refer to one or the other of these prices when looking for a basis for valuations. The London fix is the most widely used benchmark for daily gold prices and is quoted by various financial information sources.
 
Formal participation in the London fix is traditionally limited to five members, each of which is a bullion dealer and a member of the LBMA. The chairmanship rotates annually among the five member firms. The fix takes place by telephone and the five member firms no longer meet face-to-face as was previously the case. The morning session of the fix starts at 10:30 AM London time and the afternoon session starts at 3:00 PM London time. The current members of the gold fixing are Bank of Nova Scotia – ScotiaMocatta, Barclays Bank plc, Deutsche Bank AG, HSBC Bank USA, N.A., and Société Générale. Any other market participant wishing to participate in the trading on the fix is required to do so through one of the five gold fixing members.
 
Orders are placed either with one of the five fixing members or with another bullion dealer who will then be in contact with a fixing member during the fixing. The fixing members net-off all orders when communicating their net interest at the fixing. The fix begins with the fixing chairman suggesting a “trying price,” reflecting the market price prevailing at the opening of the fix. This is relayed by the fixing members to their dealing rooms which have direct communication with all interested parties. Any market participant may enter the fixing process at any time, or adjust or withdraw his order. The gold price is adjusted up or down until all the buy and sell orders are matched, at which time the price is declared fixed. All fixing orders are transacted on the basis of this fixed price, which is instantly relayed to the market through various media. The London fix is widely viewed as a full and fair representation of all market interest at the time of the fix.
 
Futures Exchanges
 
The most significant gold futures exchanges are the COMEX, the Chicago Board of Trade, or CBOT, and the Tokyo Commodity Exchange, or TOCOM. The COMEX and the CBOT both began to offer trading in gold futures contracts in 1974. For most of the period since that date, the COMEX has been the largest


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exchange in the world for trading precious metals futures and options. Trading volumes in gold futures on the CBOT have, however, sometimes exceeded those on the COMEX. In July 2007, the Chicago Mercantile Exchange, or CME, merged with the CBOT to form the CME Group. On August 22, 2008, the CME Group acquired NYMEX Holdings, Inc., including the COMEX. The TOCOM has been trading gold since 1982. Trading on these exchanges is based on fixed delivery dates and transaction sizes for the futures and options contracts traded. Trading costs are negotiable. As a matter of practice, only a small percentage of the futures market turnover ever comes to physical delivery of the gold represented by the contracts traded. Both exchanges permit trading on margin. Margin trading can add to the speculative risk involved given the potential for margin calls if the price moves against the contract holder. The COMEX operates through a central clearance system. On June 6, 2003, TOCOM adopted a similar clearance system. In each case, the exchange acts as a counterparty for each member for clearing purposes.
 
Other Exchanges
 
There are other gold exchange markets, such as the Istanbul Gold Exchange (trading gold since 1995), the Shanghai Gold Exchange (trading gold since October 2002) and the Hong Kong Chinese Gold & Silver Exchange Society (trading gold since 1918).
 
Market Regulation
 
The global gold markets are overseen and regulated by both governmental and self-regulatory organizations. In addition, certain trade associations have established rules and protocols for market practices and participants.
 
Movements in the Price of Gold Since the Inception of the Trust
 
As movements in the price of gold are expected to directly affect the price of the Shares, investors should understand what the recent movements in the price of gold have been. Investors, however, should also be aware that past movements in the gold price are not indicators of future movements.


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The following chart provides historical background on the price of gold. The chart illustrates movements in the price of gold in U.S. dollars per ounce over the period from the day the Shares began trading on the NYSE on November 18, 2004 to September 30, 2011, and is based on the London PM fix.
 
Daily gold price - November 18, 2004 to September 30, 2011
 
Chart
 
Business of the Trust
 
The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trust’s expenses. The Sponsor believes that, for many investors, the Shares represent a cost-effective investment relative to traditional means of investing in gold. The Trust has no fixed termination date and will terminate upon the occurence of a termination event listed in the Trust Indenture.
 
Creation and Redemption of Shares
 
The Trust creates and redeems Shares from time to time, but only in one or more Baskets (a Basket equals a block of 100,000 Shares). The creation and redemption of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of gold and any cash represented by the Baskets being created or redeemed, the amount of which is based on the combined NAV of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.
 
Authorized Participants are the only persons that may place orders to create and redeem Baskets. To become an Authorized Participant, a person must enter into a Participant Agreement with the Sponsor and the Trustee. The Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor without the consent of any Shareholder or Authorized Participant. Authorized Participants who make deposits with the Trust in exchange for Baskets receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares.


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Some of the activities of Authorized Participants will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act. A current list of the Authorized Participants is available from the Trustee and the Sponsor.
 
Prior to initiating any creation or redemption order, an Authorized Participant must have entered into an agreement with the Custodian to establish an Authorized Participant Unallocated Account in London, or a Participant Unallocated Bullion Account Agreement. Authorized Participant Unallocated Accounts may only be used for transactions with the Trust. An unallocated account is an account with a bullion dealer, which may also be a bank, to which a fine weight amount of gold is credited. Transfers to or from an unallocated account are made by crediting or debiting the number of ounces of gold being deposited or withdrawn. The account holder is entitled to direct the bullion dealer to deliver an amount of physical gold equal to the amount of gold standing to the credit of the account holder. Gold held in an unallocated account is not segregated from the Custodian’s assets. The account holder therefore has no ownership interest in any specific bars of gold that the bullion dealer holds or owns. The account holder is an unsecured creditor of the bullion dealer, and credits to an unallocated account are at risk of the bullion dealer’s insolvency, in which event it may not be possible for a liquidator to identify any gold held in an unallocated account as belonging to the account holder rather than to the bullion dealer.
 
Certain Authorized Participants are able to participate directly in the gold bullion market and the gold futures market. In some cases, an Authorized Participant may from time to time acquire gold from or sell gold to its affiliated gold trading desk, which may profit in these instances. The Sponsor believes that the size and operation of the gold bullion market make it unlikely that an Authorized Participant’s direct activities in the gold or securities markets will impact the price of gold or the price of the Shares. Authorized Participants must be a DTC Participant and must be registered as a broker-dealer under the Exchange Act, and regulated by FINRA, or will be exempt from being or otherwise will not be required to be so regulated or registered, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Each Authorized Participant will have its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.
 
Authorized Participants may act for their own accounts or as agents for broker-dealers, custodians and other securities market participants that wish to create or redeem Baskets. An order for one or more Baskets may be placed by an Authorized Participant on behalf of multiple clients. Persons interested in purchasing Baskets should contact the Sponsor or the Trustee to obtain the contact information for the Authorized Participants. Shareholders who are not Authorized Participants will only be able to redeem their Shares through an Authorized Participant.
 
All gold bullion must be delivered to the Trust and distributed by the Trust in unallocated form through credits and debits between Authorized Participant Unallocated Accounts and the Trust Unallocated Account.
 
All gold bullion must be of at least a minimum fineness (or purity) of 995 parts per 1,000 (99.5%) and otherwise conform to the rules, regulations practices and customs of the LBMA, including the specifications for a London Good Delivery Bar.
 
Under the Participant Agreement, the Sponsor has agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the Securities Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those liabilities. The Trustee has agreed to reimburse the Authorized Participants, solely from and to the extent of the Trust’s assets, for indemnification and contribution amounts due from the Sponsor to the extent the Sponsor has not paid such amounts when due.
 
The following description of the procedures for the creation and redemption of Baskets is only a summary and investors should review the description of the procedures for the creation and


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redemption of Baskets set forth in the Trust Indenture, the form of Participant Agreement and the form of Participant Unallocated Bullion Account Agreement, each of which have been filed as exhibits.
 
Creation Procedures
 
On any business day, an Authorized Participant may place an order with the Trustee to create one or more Baskets. Purchase orders must be placed by 4:00 PM or the close of regular trading on NYSE Arca, whichever is earlier. The day on which the Trustee receives a valid purchase order is the purchase order date.
 
By placing a purchase order, an Authorized Participant agrees to deposit gold with the Trust, or a combination of gold and cash, as described below. Prior to the delivery of Baskets for a purchase order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the purchase order.
 
Determination of Required Deposits
 
The total deposit required to create each Basket, or a Creation Basket Deposit, is an amount of gold and cash, if any, that is in the same proportion to the total assets of the Trust (net of estimated accrued expenses and other liabilities) on the date the order to purchase is properly received as the number of Shares to be created under the purchase order is in proportion to the total number of Shares outstanding on the date the order is received.
 
Delivery of Required Deposits
 
An Authorized Participant who places a purchase order is responsible for crediting its Authorized Participant Unallocated Account with the required gold deposit amount by the end of the second business day in London following the purchase order date. Upon receipt of the gold deposit amount, the Custodian, after receiving appropriate instructions from the Authorized Participant and the Trustee, will transfer on the third business day following the purchase order date the gold deposit amount from the Authorized Participant Unallocated Account to the Trust Unallocated Account and the Trustee will direct DTC to credit the number of Baskets ordered to the Authorized Participant’s DTC account. The expense and risk of delivery, ownership and safekeeping of gold until such gold has been received by the Trust shall be borne solely by the Authorized Participant. If gold is to be delivered other than as described above, the Sponsor is authorized to establish such procedures and to appoint such custodians and establish such custody accounts as the Sponsor determines to be desirable.
 
Acting on standing instructions given by the Trustee, the Custodian will transfer the gold deposit amount from the Trust Unallocated Account to the Trust Allocated Account by allocating to the Trust Allocated Account specific bars of gold from unallocated bars which the Custodian holds or instructing a subcustodian to allocate specific bars of gold from unallocated bars held by or for the subcustodian. The gold bars in an allocated gold account are specific to that account and are identified by a list which shows, for each gold bar, the refiner, assay or fineness, serial number and gross and fine weight. Gold held in the Trust’s allocated account is the property of the Trust and is not traded, leased or loaned under any circumstances.
 
The Custodian will use commercially reasonable efforts to complete the transfer of gold to the Trust Allocated Account prior to the time by which the Trustee is to credit the Basket to the Authorized Participant’s DTC account; if, however, such transfers have not been completed by such time, the number of Baskets ordered will be delivered against receipt of the gold deposit amount in the Trust Unallocated Account, and all Shareholders will be exposed to the risks of unallocated gold to the extent of that gold deposit amount until the Custodian completes the allocation process. See “Risk Factors—Gold held in the Trust’s unallocated gold account and any Authorized Participant’s unallocated gold account will not be segregated from the Custodian’s assets...”


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Redemption Procedures
 
The procedures by which an Authorized Participant can redeem one or more Baskets mirror the procedures for the creation of Baskets. On any business day, an Authorized Participant may place an order with the Trustee to redeem one or more Baskets. Redemption orders must be placed by 4:00 PM or the close of regular trading on NYSE Arca, whichever is earlier. A redemption order so received is effective on the date it is received in satisfactory form by the Trustee.
 
Determination of Redemption Distribution
 
The redemption distribution from the Trust consists of a credit to the redeeming Authorized Participant’s Authorized Participant Unallocated Account representing the amount of the gold held by the Trust evidenced by the Shares being redeemed plus, or minus, the cash redemption amount. The cash redemption amount is equal to the value of all assets of the Trust other than gold less all estimated accrued expenses and other liabilities, divided by the number of Baskets outstanding and multiplied by the number of Baskets included in the Authorized Participant’s redemption order. The Sponsor anticipates that in the ordinary course of the Trust’s operations there will be no cash distributions made to Authorized Participants upon redemptions. Fractions of a fine ounce of gold included in the redemption distribution smaller than 0.001 of a fine ounce are disregarded. Redemption distributions are subject to the deduction of any applicable tax or other governmental charges which may be due.
 
Delivery of Redemption Distribution
 
The redemption distribution due from the Trust is delivered to the Authorized Participant on the third business day following the redemption order date if, by 9:00 AM New York time on such third business day, the Trustee’s DTC account has been credited with the Baskets to be redeemed. If the Trustee’s DTC account has not been credited with all of the Baskets to be redeemed by such time, the redemption distribution is delivered to the extent of whole Baskets received. Any remainder of the redemption distribution is delivered on the next business day to the extent of remaining whole Baskets received if the Trustee receives the fee applicable to the extension of the redemption distribution date which the Trustee may, from time to time, determine and the remaining Baskets to be redeemed are credited to the Trustee’s DTC account by 9:00 AM New York time on such next business day. Any further outstanding amount of the redemption order shall be cancelled. The Trustee is also authorized to deliver the redemption distribution notwithstanding that the Baskets to be redeemed are not credited to the Trustee’s DTC account by 9:00 AM New York time on the third business day following the redemption order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTC’s book entry system on such terms as the Sponsor and the Trustee may from time to time agree upon.
 
The Custodian transfers the redemption gold amount from the Trust Allocated Account to the Trust Unallocated Account and, thereafter, to the redeeming Authorized Participant’s Authorized Participant Unallocated Account. The Authorized Participant and the Trust are each at risk in respect of gold credited to their respective unallocated accounts in the event of the Custodian’s insolvency. See “Risk Factors—Gold held in the Trust’s unallocated gold account and any Authorized Participant’s unallocated gold account will not be segregated from the Custodian’s assets...”
 
Suspension or Rejection of Redemption Orders
 
The Trustee may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date for: (1) any period during which NYSE Arca is closed other than customary weekend or holiday closings, or trading on NYSE Arca is suspended or restricted; (2) any period during which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable; or (3) such other period as the Sponsor determines to be necessary for the protection of the Shareholders.


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The Trustee will reject a redemption order if (i) the order is not in proper form as described in the Participant Agreement, (ii) the fulfillment of the order, in the opinion of its counsel, might be unlawful, (iii) the order would have adverse tax consequences to the Trust or its Shareholders or (iv) circumstances outside the control of the Trustee, the Sponsor or the Custodian make the redemption, for all practical purposes, not feasible to process.
 
None of the Sponsor, the Trustee or the Custodian will be liable to any person or in any way for any loss or damages that may result from any such suspension, postponement or rejection.
 
Creation and Redemption Transaction Fee
 
An Authorized Participant is required to pay a transaction fee to the Trustee of $2,000 per order to create or redeem Baskets. An order may include multiple Baskets. The transaction fee may be changed by the Trustee with the consent of the Sponsor. The Trustee shall notify DTC of any agreement to change the transaction fee and will not implement any increase in the fee for the redemption of Baskets until 30 days after the date of the notice. A transaction fee may not exceed 0.10% of the value of a Basket at the time the creation and redemption order is accepted.
 
Tax Responsibility
 
Authorized Participants are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of Baskets, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant, and agree to indemnify the Sponsor, the Trustee and the Trust if they are required by law to pay any such tax, together with any applicable penalties, additions to tax or interest thereon.
 
Trust Expenses
 
The Trustee sells gold as needed to pay the expenses of the Trust. As a result, the amount of gold sold will vary from time to time depending on the level of the Trust’s expenses and the market price of gold. Cash held by the Trustee does not bear any interest.
 
The Trust’s estimated ordinary operating expenses are accrued daily and reflected in the NAV of the Trust. The ordinary operating expenses of the Trust include: (1) fees paid to the Sponsor, (2) fees paid to the Trustee, (3) fees paid to the Custodian, (4) fees paid to the Marketing Agent and other marketing costs and (5) various Trust administration fees, including printing and mailing costs, legal and audit fees, registration fees and listing fees.
 
Fees are paid to the Sponsor as compensation for services performed under the Trust Indenture and for services performed in connection with maintaining the Trust’s website and marketing the Shares. The Sponsor’s fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.15% of the ANAV, subject to reduction as described below. The Sponsor will receive reimbursement from the Trust for all of its disbursements and expenses incurred in connection with the Trust. The Sponsor was paid $89,517,491 for its services during the year ended September 30, 2011.
 
Fees are paid to the Trustee as compensation for services performed under the Trust Indenture. The Trustee’s fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.02% of the ANAV of the Trust, subject to a minimum fee of $500,000 and a maximum fee of $2,000,000 per year. The Trustee’s fee is subject to modification as determined by the Trustee and the Sponsor in good faith to account for significant changes in the Trust’s administration or the Trustee’s duties. The Trustee charges the Trust for its expenses and disbursements incurred in connection with the Trust (including the expenses of the Custodian paid by the Trustee), exclusive of fees of agents for services to be performed by the Trustee, and for any extraordinary services performed by the Trustee for the Trust. The Trustee was paid $2,000,000 for its services during the year ended September 30, 2011.
 
Fees are paid to the Custodian as compensation for its custody services in connection with the Trust Allocated Account and the Trust Unallocated Account. Under the Allocated Bullion Account


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Agreement, as amended, or the Allocated Bullion Account Agreement, the Custodian’s fee is computed at an annual rate equal to 0.10% of the average daily aggregate value of the first 4.5 million ounces of gold held in the Trust Allocated Account and the Trust Unallocated Account and 0.06% of the average daily aggregate value of all gold held in the Trust Allocated Account and the Trust Unallocated Account in excess of 4.5 million ounces. The Custodian does not receive a fee under the Unallocated Bullion Account Agreement. The Custodian was paid $39,053,700 for its services during the year ended September 30, 2011.
 
Fees are paid to the Marketing Agent by the Trustee from the assets of the Trust as compensation for services performed pursuant to the Marketing Agent Agreement. The Marketing Agent’s fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.15% of the ANAV of the Trust, subject to reduction as described below. The Marketing Agent was paid $89,517,491 for its services during the year ended September 30, 2011. Other marketing costs in the year ended September 30, 2011 were $16,027,664.
 
Under the Marketing Agent Agreement, as amended, if at the end of any month, the estimated ordinary expenses of the Trust exceed for such month an amount equal to 0.40% per year of the daily ANAV of the Trust for such month, the Sponsor and the Marketing Agent will waive the amount of such excess from the fees payable to them from the assets of the Trust for such month in equal shares up to the amount of their fees. Investors should be aware that, based on current expenses, if the gross value of the Trust assets is less than approximately $1.2 billion, the ordinary expenses of the Trust will be accrued at a rate greater than 0.40% per year of the daily ANAV of the Trust, even after the Sponsor and the Marketing Agent have completely waived their combined fees of 0.30% per year of the daily ANAV of the Trust. This amount is based on the estimated ordinary expenses of the Trust and may be higher if the Trust’s actual ordinary expenses exceed those estimates. Additionally, if the Trust incurs unforeseen expenses that cause the total ordinary expenses of the Trust to exceed 0.70% per year of the daily ANAV of the Trust, the ordinary expenses will accrue at a rate greater than 0.40% per year of the daily ANAV of the Trust, even after the Sponsor and the Marketing Agent have completely waived their combined fees of 0.30% per year of the daily ANAV of the Trust.
 
For the years ended September 30, 2011, 2010 and 2009 the fees payable to the Sponsor and the Marketing Agent from the assets of the Trust were each reduced by $6,865, $175,823 and $657,248 respectively.
 
In addition, the following expenses are or may be charged to the Trust:
 
  •  Expenses of custody, deposit or delivery of gold (other than expenses borne by Authorized Participants) and disbursements charged by and indemnification due to any Custodian;
 
  •  Fees of the Trustee for extraordinary services;
 
  •  Various taxes and governmental charges and any taxes, fees and charges payable by the Trustee with respect to the creation or redemption of Baskets;
 
  •  Expenses and costs of any action taken by the Trustee or the Sponsor to protect the Trust and the rights and interests of Shareholders;
 
  •  Amounts for indemnification of the Trustee or the Sponsor as permitted under the Trust Indenture;
 
  •  Amounts for reimbursement in respect of certain claims described under “Risk Factors — The Trust’s obligation to reimburse the Marketing Agent, the Authorized Participants and certain parties...”
 
  •  Expenses incurred in contacting Shareholders;
 
  •  Legal and auditing expenses, and the compensation paid to agents properly employed by or on behalf of the Trustee;
 
  •  Fees paid to DTC for custody of the Shares;
 
  •  Federal and state annual fees in keeping the registration of the Shares on a current basis for the issuance of Baskets;


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  •  Expenses of the Sponsor relating to the printing and distribution of marketing materials describing the Trust and the Shares;
 
  •  Fees and expenses of the Marketing Agent; and
 
  •  Stationery, postage and all other out-of-pocket expenses of the Trust not otherwise stated above incurred by the Trustee, the Sponsor or the Custodian or any additional or successor custodian pursuant to actions permitted or required under the Trust Indenture.
 
The administration fees of the Trust were $2,615,081 in the year ended September 30, 2011. These fees include the following: (1) SEC registration fees and other regulatory fees of $648,062; (2) legal fees of $493,051; (3) audit and quarterly review fees of $450,952; (4) internal and external auditor fees in respect of Sarbanes Oxley compliance of $218,821; (5) printing fees of $359,446; and (6) other costs of $444,749. Investors should be aware that administration fees are likely to increase over time due to increases in the fees of service providers to the Trust.
 
The Sponsor
 
The Sponsor is a Delaware limited liability company formed on July 17, 2002. The Sponsor was responsible for establishing the Trust and for the registration of the Shares. The Sponsor generally oversees the performance of the Trustee and the Trust’s principal service providers, but does not exercise day-to-day oversight over the Trustee or such service providers. The Sponsor regularly communicates with the Trustee to monitor the overall performance of the Trust. The Sponsor may direct the Trustee, but only as provided in the Trust Indenture. The Sponsor, with assistance and support from the Trustee, is responsible for preparing and filing periodic reports on behalf of the Trust with the SEC and will provide any required certification for such reports. The Sponsor will designate the independent registered public accounting firm of the Trust and may from time to time employ legal counsel for the Trust. To assist the Sponsor in marketing the Shares, the Sponsor has entered into the Marketing Agent Agreement with the Marketing Agent and the Trust. See “The Marketing Agent” for more information about the Marketing Agent. The Sponsor maintains a public website on behalf of the Trust (www.spdrgoldshares.com), which contains information about the Trust and the Shares.
 
The Sponsor will not be liable to 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 of the Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, willful misconduct or willful malfeasance in the performance of its duties or the reckless disregard of its obligations and duties to the Trust.
 
The Sponsor and its shareholders, members, directors, officers, employees, affiliates and subsidiaries are indemnified from the Trust and held harmless against certain losses, liabilities or expenses incurred in the performance of its duties under the Trust Indenture without gross negligence, bad faith, willful misconduct, willful malfeasance or reckless disregard of the indemnified party’s obligations and duties under the Trust Indenture. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any claim or liability under the Trust Indenture. Under the Trust Indenture, the Sponsor may be able to seek indemnification from the Trust for payments it makes in connection with the Sponsor’s activities under the Trust Indenture to the extent its conduct does not disqualify it from receiving such indemnification under the terms of the Trust Indenture. The Sponsor shall also be indemnified from the Trust and held harmless against any loss, liability or expense arising under the Marketing Agent Agreement or any Participant Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Sponsor by the Trustee. Any amounts payable to the Sponsor are secured by a lien on the Trust.


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The Trustee
 
BNYM, a banking corporation organized under the laws of the State of New York with trust powers, serves as the Trustee. BNYM has a trust office at 2 Hanson Place, Brooklyn, New York 11217. BNYM is subject to supervision by the New York State Banking Department and the Board of Governors of the Federal Reserve System. Information regarding creation and redemption Basket composition, NAV of the Trust, transaction fees and the names of the parties that have each executed a Participant Agreement may be obtained from BNYM. A copy of the Trust Indenture is filed as an exhibit and is available at BNYM’s trust office identified above. Under the Trust Indenture, the Trustee is required to maintain capital, surplus and undivided profits of $500 million.
 
The Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust’s operational records. The Trustee’s principal responsibilities include: (1) selling the Trust’s gold as needed to pay the Trust’s expenses (gold sales occur monthly in the ordinary course), (2) calculating the NAV of the Trust and the NAV per Share, (3) receiving and processing orders from Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Custodian and DTC, and (4) monitoring the Custodian. If the Trustee determines that maintaining gold with the Custodian is not in the best interest of the Trust, the Trustee must so advise the Sponsor, who may direct the Trustee to take certain actions in respect of the Custodian. In the absence of such instructions, the Trustee may initiate action to remove the gold from the Custodian. The ability of the Trustee to monitor the performance of the Custodian may be limited because under the Custody Agreements the Trustee may, only up to twice a year, visit the premises of the Custodian for the purpose of examining the Trust’s gold and certain related records maintained by the Custodian. In addition, the Trustee has no right to visit the premises of any subcustodian for the purposes of examining the Trust’s gold or any records maintained by the subcustodian, and no subcustodian is obligated to cooperate in any review the Trustee may wish to conduct of the facilities, procedures, records or creditworthiness of such subcustodian.
 
The Trustee regularly communicates with the Sponsor to monitor the overall performance of the Trust. The Trustee, along with the Sponsor, liaise with the Trust’s legal, accounting and other professional service providers as needed. The Trustee assists and supports the Sponsor with the preparation of all periodic reports required to be filed with the SEC on behalf of the Trust.
 
Affiliates of the Trustee may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
 
The Custodian
 
HSBC serves as the Custodian of the Trust’s gold. HSBC is a national banking association organized under the laws of the United States of America. HSBC is subject to supervision by the Federal Reserve Bank of New York and the Federal Deposit Insurance Corporation. HSBC’s London custodian office is located at 8 Canada Square, London, E14 5HQ, United Kingdom. In addition to supervision and examination by the U.S. federal banking authorities, HSBC’s London custodian operations are subject to supervision by the Financial Services Authority, or the FSA.
 
The global parent company of HSBC is HSBC Holdings plc (HSBC Group), a public limited company incorporated in England. HSBC Group had $174 billion in regulatory capital resources as of June 30, 2011.
 
The Custodian is responsible for safekeeping for the Trust gold deposited with it by Authorized Participants in connection with the creation of Baskets. The Custodian facilitates the transfer of gold in and out of the Trust through the unallocated gold accounts it maintains for each Authorized Participant and the unallocated and allocated gold accounts it maintains for the Trust. The Custodian is responsible for allocating specific bars of gold bullion to the Trust Allocated Account. The Custodian provides the Trustee with regular reports detailing the gold transfers in and out of the Trust Unallocated Account and the Trust Allocated Account and identifying the gold bars held in the Trust Allocated Account.


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The Custodian and its affiliates may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
 
The Marketing Agent
 
SSGM, a wholly-owned subsidiary of State Street Corporation, acts as the Marketing Agent. The Marketing Agent is a registered broker-dealer with the SEC, and is a member of FINRA, the Municipal Securities Rulemaking Board, the National Futures Association and the Boston Stock Exchange. The Marketing Agent’s office is located at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111.
 
The Marketing Agent’s Role and the Marketing Agent Agreement
 
The Marketing Agent assists the Sponsor in: (1) developing a marketing plan for the Trust on an ongoing basis, (2) preparing marketing materials regarding the Shares, including the content of the Trust’s website, (3) executing the marketing plan for the Trust, (4) incorporating gold into its strategic and tactical exchange-traded fund research, (5) sublicensing the “SPDR®” trademark, and (6) assisting with certain shareholder services, such as a call center and prospectus fulfillment.
 
The Marketing Agent and its affiliates may from time to time become Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
 
The Marketing Agent Agreement contains customary representations, warranties and covenants. In addition, the Sponsor has agreed to indemnify the Marketing Agent from and against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or the Securities Act, and to contribute to payments that the Marketing Agent may be required to make in respect thereof. The Trustee has agreed to reimburse the Marketing Agent, solely from and to the extent of the Trust’s assets, for indemnification and contribution amounts due from the Sponsor in respect of such liabilities to the extent the Sponsor has not paid such amounts when due.
 
The initial term of the Marketing Agent Agreement expired in November 2011 and automatically renewed for three years. The agreement provides for successive three year terms unless terminated in accordance with the Marketing Agent Agreement by either party prior to any such successive term. If the Sponsor terminates the Marketing Agent Agreement, the Sponsor is required to pay the Marketing Agent an amount equal to the present market value of the future payments the Marketing Agent would otherwise receive under the Marketing Agent Agreement over the subsequent 10 year period.
 
License Agreement with the Marketing Agent
 
In connection with the Marketing Agent Agreement, the Sponsor and the World Gold Council, or the WGC, entered into a license agreement, dated as of November 16, 2004, with the Marketing Agent. Under the license agreement, the Sponsor and the WGC granted the Marketing Agent, a royalty-free, worldwide, non-exclusive, non-transferable: (i) sublicense under the license agreement among the Sponsor, the WGC and BNYM, to BNYM’s patents and patent applications that cover securitized gold products in connection with the Marketing Agent’s performance of its services under the Marketing Agent Agreement; and (ii) a license to the Sponsor’s and the WGC’s patents, patent applications and intellectual property and trade name and trademark rights in connection with the Marketing Agent’s performance of its services under the Marketing Agent Agreement and for the purpose of establishing, operating and marketing financial products involving the securitization of gold.
 
The license agreement will expire upon the expiration or termination of the Marketing Agent Agreement. Either party may terminate the license agreement prior to such term if the other party materially breaches the license agreement and fails to cure such breach within 30 days following written notice of such breach from the non-breaching party. The license agreement contains customary representations, warranties and covenants. In addition, the Sponsor, the WGC and the Marketing


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Agent have agreed to indemnify each other for breaches of their respective representations and warranties and the Sponsor and the WGC have agreed to indemnify the Marketing Agent for violations of the intellectual property rights of others as a result of the Marketing Agent’s use of the licensed intellectual property.
 
SPDR Sublicense Agreement
 
“SPDR” is a trademark of S&P and has been licensed for use by the SPDR® Gold Trust pursuant to a SPDR Sublicense Agreement, dated May 20, 2008, between the Sponsor, the WGC, the Marketing Agent and State Street Corporation, pursuant to which the Marketing Agent and State Street Corporation granted the Sponsor and the WGC a royalty-free, worldwide, non-exclusive, non-transferable sublicense to use the “SPDR®” trademark (in accordance with the SPDR Trademark License Agreement dated as of November 29, 2006, as amended, between State Street Global Advisors, a division of State Street Bank and Trust Company, and S&P), for the purpose of establishing and operating the Trust, issuing and distributing the Shares, as part of the name of the Shares, and listing the Shares on exchanges.
 
The sublicense agreement will expire upon the expiration or termination of the earlier of (i) the Marketing Agent Agreement or (ii) the SDPR Trademark License Agreement. Either party may terminate the sublicense agreement prior to such term if the other party materially breaches the license agreement and fails to cure such breach within 30 days following written notice of such breach from the non-breaching party. The sublicense agreement contains customary representations, warranties and covenants. In addition, the Sponsor, the WGC, the Marketing Agent and State Street Corporation have agreed to indemnify each other for breaches of their respective representations, warranties and covenants.
 
Custody of the Trust’s Gold
 
Custody of the gold bullion deposited with and held by the Trust is provided by the Custodian at its London, England vaults. The Custodian will hold all of the Trust’s gold in its own vault premises except when the gold has been allocated in the vault of a subcustodian, and in such cases the Custodian has agreed that it will use commercially reasonable efforts promptly to transport the gold from the subcustodian’s vault to the Custodian’s vault, at the Custodian’s cost and risk. The Custodian is a market maker, clearer and approved weigher under the rules of the LBMA.
 
The Custodian, as instructed by the Trustee, is authorized to accept, on behalf of the Trust, deposits of gold in unallocated form. Acting on standing instructions given by the Trustee, the Custodian allocates gold deposited in unallocated form with the Trust by selecting bars of gold bullion for deposit to the Trust Allocated Account from unallocated bars which the Custodian holds or by instructing a subcustodian to allocate bars from unallocated bars held by the subcustodian. All gold bullion allocated to the Trust must conform to the rules, regulations, practices and customs of the LBMA and the Custodian must replace any non-conforming gold bullion with conforming bullion as soon as practical.
 
The Trustee and the Custodian have entered into the Custody Agreements which establish the Trust Unallocated Account and the Trust Allocated Account. The Trust Unallocated Account is used to facilitate the transfer of gold deposits and gold redemption distributions between Authorized Participants and the Trust in connection with the creation and redemption of Baskets and the sales of gold made by the Trustee for the Trust. Except when gold is transferred in and out of the Trust, all gold deposited with the Trust is held in the Trust Allocated Account.
 
The Custodian is authorized to appoint from time to time one or more subcustodians to hold the Trust’s gold until it can be transported to the Custodian’s vault. The subcustodians that the Custodian currently uses are the Bank of England, The Bank of Nova Scotia-ScotiaMocatta, Barclays Bank PLC, Deutsche Bank AG, JPMorgan Chase Bank and UBS AG. In accordance with LBMA practices and customs, the Custodian does not have written custody agreements with the subcustodians it selects. The Custodian’s selected subcustodians may appoint further subcustodians. These further subcustodians are not expected to


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have written custody agreements with the Custodian’s subcustodians that selected them. The lack of such written contracts could affect the recourse of the Trust and the Custodian against any subcustodian in the event a subcustodian does not use due care in the safekeeping of the Trust’s gold. See “Risk Factors—The ability of the Trustee or the Custodian to take legal action against subcustodians may be limited...”
 
The Custodian is required to use reasonable care in selecting subcustodians, but otherwise has limited responsibility in relation to the subcustodians appointed by it. The Custodian is obliged under the Allocated Bullion Account Agreement to use commercially reasonable efforts to obtain delivery of gold from those subcustodians appointed by it. However, the Custodian may not have the right to, and does not have the obligation to, seek recovery of the gold from any subcustodian appointed by a subcustodian. Otherwise, the Custodian does not undertake to monitor the performance by subcustodians of their custody functions or their selection of additional subcustodians and is not responsible for the actions or inactions of subcustodians. During the three years ended September 30, 2011, the Custodian did not utilize any subcustodians on behalf of the Trust.
 
Under the customs and practices of the London bullion market, allocated gold is held by custodians and, on their behalf, by subcustodians under arrangements that permit each entity for which gold is being held: (1) to request from the entity’s custodian (and a custodian or subcustodian to request from its subcustodian) a list identifying each gold bar being held and the identity of the particular custodian or subcustodian holding the gold bar and (2) to request the entity’s custodian to release the entity’s gold within two business days following demand for release. Each custodian or subcustodian is obligated under the customs and practices of the London bullion market to provide the bar list and the identification of custodians and subcustodians referred to in (1) above, and each custodian is obligated to release gold as requested. Under English law, unless otherwise provided in any applicable custody agreement, a custodian generally is liable to its customer for failing to take reasonable care of the customer’s gold and for failing to release the customer’s gold upon demand. The Custodian will not be liable for the acts or omissions, or for the solvency, of any subcustodian that it selects unless the selection of that subcustodian was made negligently or in bad faith.
 
The Custodian and the Trustee do not require any direct or indirect subcustodians to be insured or bonded with respect to their custodial activities. The Custodian maintains insurance with regard to its business on such terms and conditions as it considers appropriate. The Trustee and the Sponsor (so long as the Sponsor is WGTS) may, subject to confidentiality restrictions, review this insurance coverage. The Trust will not be a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of the coverage. Therefore, Shareholders cannot be assured that the Custodian maintains adequate insurance or any insurance with respect to the gold held by the Custodian on behalf of the Trust.
 
Description of the Custody Agreements
 
The Allocated Bullion Account Agreement and the Unallocated Bullion Account Agreement between the Trustee and the Custodian establish the Trust Allocated Account and the Trust Unallocated Account, respectively. These agreements are sometimes referred to together as the “Custody Agreements” in this report. The following is a description of the material terms of the Custody Agreements. As the Custody Agreements are similar in form, they are discussed together, with material distinctions between the agreements noted.
 
Reports
 
The Custodian provides the Trustee with reports for each business day, identifying the movements of gold in and out of the Trust Allocated Account and the credits and debits of gold to the Trust Unallocated Account. The Custodian also provides the Trustee with monthly statements of account for the Trust Allocated Account and the Trust Unallocated Account as of the last business day of each month. The monthly statements contain sufficient information to identify each bar of gold held


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in the Trust Allocated Account and, if the bar is being held temporarily by a subcustodian, the identity of the subcustodian having custody.
 
Transfers into the Trust Unallocated Account
 
The Custodian credits to the Trust Unallocated Account the amount of gold it receives from the Trust Allocated Account, an Authorized Participant Unallocated Account or from other third party unallocated accounts for credit to the Trust Unallocated Account. Unless otherwise agreed by the Custodian in writing, the only gold the Custodian will accept in physical form for credit to the Trust Unallocated Account is gold the Trustee has transferred from the Trust Allocated Account. No interest will be paid by the Custodian on any credit balance to the Trust Unallocated Account.
 
Transfers from the Trust Unallocated Account
 
The Custodian transfers gold from the Trust Unallocated Account only in accordance with the Trustee’s instructions to the Custodian. A transfer of gold from the Trust Unallocated Account may only be made, (1) by transferring gold to a third party unallocated account, (2) by transferring gold to the Trust Allocated Account, or (3) by either (A) making gold available for collection at the Custodian’s vault premises or at such other location as the Custodian may specify or (B), if separately agreed, delivering the gold to such location as the Custodian and the Trustee agree at the Trust’s expense and risk. Any gold made available in physical form will be in a form which complies with the rules, regulations, practices and customs of the LBMA, the Bank of England or any applicable regulatory body, or Custody Rules, or in such other form as may be agreed between the Trustee and the Custodian, and in all cases will comprise one or more whole gold bars selected by the Custodian.
 
The Custody Agreements were amended and restated on June 1, 2011 in order to provide, among other things, for the full allocation of all gold credited to the Trust Unallocated Account at the end of each business day. The Sponsor established an overdraft facility with the Custodian under which the Custodian will make available to the Trust Unallocated Account up to 430 fine ounces of gold in order to allow the Custodian to fully allocate all gold credited to the Trust Unallocated Account to the Trust Allocated Account at the end of each business day.
 
Transfers into the Trust Allocated Account
 
The Custodian receives transfers of gold into the Trust Allocated Account only at the Trustee’s instructions by debiting gold from the Trust Unallocated Account and crediting such gold to the Trust Allocated Account.
 
Transfers from the Trust Allocated Account
 
The Custodian transfers gold from the Trust Allocated Account only in accordance with the Trustee’s instructions. Generally, the Custodian transfers gold from the Trust Allocated Account only by debiting gold from the Trust Allocated Account and crediting the gold to the Trust Unallocated Account.
 
Withdrawals of Gold Directly from the Trust Allocated Account
 
Upon the Trustee’s instruction, the Custodian debits gold from the Trust Allocated Account and makes the gold available for collection by the Trustee or, if separately agreed, for delivery by the Custodian in accordance with its usual practices at the Trust’s expense and risk. The Trustee and the Custodian expect that the Trustee will withdraw gold physically from the Trust Allocated Account (rather than by crediting it to the Trust Unallocated Account and instructing a further transfer from that account) only in exceptional circumstances, such as if, for some unforeseen reason, it was not possible to transfer gold in unallocated form. The Custodian is not obliged to effect any requested delivery if, in its reasonable opinion, (1) this would cause the Custodian or its agents to be in breach of the Custody Rules or other applicable law, court order or regulation, (2) the costs incurred would be excessive or (3) delivery is impracticable for any reason. When gold is physically withdrawn from the Trust Allocated Account pursuant to the Trustee’s


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instruction, all right, title, risk and interest in and to the gold withdrawn shall pass to the person to whom or to or for whose account such gold is transferred, delivered or collected at the time the recipient or its agent acknowledges in writing its receipt of gold. Unless the Trustee specifies the bars of gold to be debited from the Trust Allocated Account, the Custodian is entitled to select the gold bars.
 
Exclusion of Liability
 
The Custodian will use reasonable care in the performance of its duties under the Custody Agreements and is only responsible for any loss or damage suffered by the Trust as a direct result of any negligence, fraud or willful default in the performance of its duties. The Custodian’s liability under the Allocated Bullion Account Agreement is further limited to the market value of the gold held in the Trust Allocated Account at the time such negligence, fraud or willful default is discovered by the Custodian, provided that the Custodian promptly notifies the Trustee of its discovery. The Custodian’s liability under the Unallocated Bullion Account Agreement is further limited to the amount of the gold credited to the Trust Unallocated Account at the time such negligence, fraud or willful default is discovered by the Custodian, provided that the Custodian promptly notifies the Trustee of its discovery.
 
Furthermore, the Custodian has no duty to make or take or to require any subcustodian selected by it to make or take any special arrangements or precautions beyond those required by the Custody Rules or as specifically set forth in the Custody Agreements.
 
In the event of a loss caused by the failure of the Custodian or a subcustodian to exercise reasonable care, the Trustee, on behalf of the Trust, has the right to seek recovery from the Custodian or subcustodian in breach. The Custodian is not liable for any delay in performance or any non-performance of any of its obligations under the Custody Agreements by reason of any cause beyond its reasonable control, including, acts of God, war or terrorism.
 
Indemnity
 
Solely out of the Trust’s assets, the Trust will indemnify the Custodian and each of its officers, directors, employees and affiliates on demand against all costs and expenses, damages, liabilities and losses which the Custodian or any such officer, director, employee or affiliate may suffer or incur in connection with the Custody Agreements, except to the extent that such sums are due directly to the Custodian’s negligence, willful default or fraud.
 
Termination
 
The Trustee and the Custodian may each terminate any Custody Agreement upon 90 business days’ prior notice. The Custody Agreements will also terminate 90 business days after the resignation or removal of the Trustee except as otherwise provided in the Custody Agreements. If either the Allocated Bullion Account Agreement or the Unallocated Bullion Account Agreement is terminated, the other agreement automatically terminates.
 
Governing Law
 
The Custody Agreements are governed by English law. The Trustee and the Custodian both consent to the non-exclusive jurisdiction of the courts of the State of New York and the federal courts located in the borough of Manhattan in New York City. Such consent is not required for any person to assert a claim of New York jurisdiction over the Trustee or the Custodian.
 
Description of the Shares
 
General
 
The Trustee is authorized under the Trust Indenture to create and issue an unlimited number of Shares. The Shares represent units of fractional undivided beneficial interest in and ownership of the Trust and


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have no par value. Any creation and issuance of Shares above the amount registered on the registration statement of which this report is a part will require the registration of such additional Shares.
 
Description of Limited Rights
 
The Shares do not represent a traditional investment and Shareholders should not view them as similar to “shares” of a corporation operating a business enterprise with management and a board of directors. As a Shareholder, you do not have the statutory rights normally associated with the ownership of shares of a corporation, including, for example, the right to bring “oppression” or “derivative” actions. All Shares are of the same class with equal rights and privileges. Each Share is transferable, is fully paid and non-assessable and entitles the holder to vote on the limited matters upon which Shareholders may vote under the Trust Indenture. The Shares do not entitle their holders to any conversion or pre-emptive rights, or, except as provided below, any redemption rights or rights to distributions.
 
Distributions
 
The Trust Indenture provides for distributions to Shareholders in only two circumstances. First, if the Trustee and the Sponsor determine that the Trust’s cash account balance exceeds the anticipated expenses of the Trust for the next 12 months and the excess amount is more than $0.01 per Share outstanding, they shall direct the excess amount to be distributed to the Shareholders. Second, if the Trust is terminated and liquidated, the Trustee will distribute to the Shareholders any amounts remaining after the satisfaction of all outstanding liabilities of the Trust and the establishment of such reserves for applicable taxes, other governmental charges and contingent or future liabilities as the Trustee shall determine. Shareholders of record on the record date fixed by the Trustee for a distribution will be entitled to receive their pro rata portion of any distribution.
 
Voting and Approvals
 
Under the Trust Indenture, Shareholders have no voting rights, except in limited circumstances. Shareholders holding at least 662/3% of the Shares outstanding may vote to remove the Trustee. The Trustee may terminate the Trust upon the agreement of Shareholders owning at least 662/3% of the outstanding Shares. In addition, certain amendments to the Trust Indenture require 51% or unanimous consent of the Shareholders.
 
Book-Entry Form
 
Individual certificates will not be issued for the Shares. Instead, global certificates are deposited by the Trustee with DTC and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding at any time. Under the Trust Indenture, Shareholders are limited to: (1) DTC Participants; (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant, or Indirect Participants; and (3) those banks, brokers, dealers, trust companies and others who hold interests in the Shares through DTC Participants or Indirect Participants. The Shares are only transferable through the book-entry system of DTC. Shareholders who are not DTC Participants may transfer their Shares through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity through which their Shares are held) to transfer the Shares. Transfers are made in accordance with standard securities industry practice.
 
United States Federal Tax Consequences
 
The following discussion of the material United States federal income tax consequences that generally apply to the purchase, ownership and disposition of Shares by a U.S. Shareholder (as defined below), and certain United States federal income, gift and estate tax consequences that may apply to an investment in Shares by a Non-U.S. Shareholder (as defined below), represents, insofar as it describes conclusions as to U.S. federal tax law and subject to the limitations and qualifications described therein, the opinion of Carter Ledyard & Milburn LLP, special United States federal tax counsel to the


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Sponsor. The discussion below is based on the United States Internal Revenue Code of 1986, as amended, or Code, Treasury Regulations promulgated under the Code and judicial and administrative interpretations of the Code, all as in effect on the date of this annual report and all of which are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including broker-dealers, traders or other investors with special circumstances) may be subject to special rules not discussed below. In addition, the following discussion applies only to investors who hold Shares as “capital assets” within the meaning of Code section 1221. Moreover, the discussion below does not address the effect of any state, local or foreign tax law on an owner of Shares. Purchasers of Shares are urged to consult their own tax advisors with respect to all federal, state, local and foreign tax law considerations potentially applicable to their investment in Shares.
 
For purposes of this discussion, a “U.S. Shareholder” is a Shareholder that is:
 
  •   An individual who is treated as a citizen or resident of the United States for U.S. federal income tax purposes;
 
  •   A corporation created or organized in or under the laws of the United States or any political subdivision thereof;
 
  •   An estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
 
  •   A trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.
 
A Shareholder that is not a U.S. Shareholder as defined above is generally considered a “Non-U.S. Shareholder” for purposes of this discussion. For United States federal income tax purposes, the treatment of any beneficial owner of an interest in a partnership, including any entity treated as a partnership for United States federal income tax purposes, will generally depend upon the status of the partner and upon the activities of the partnership. Partnerships and partners in partnerships should consult their tax advisors about the United States federal income tax consequences of purchasing, owning and disposing of Shares.
 
Taxation of The Trust
 
The Trust is treated as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself will not pay to U.S. federal income tax. Instead, the Trust’s income and expenses “flow through” to the Shareholders, and the Trustee will report the Trust’s income, gains, losses and deductions to the Internal Revenue Service, or IRS, on that basis.
 
Taxation of U.S. Shareholders
 
Shareholders generally will be treated, for U.S. federal income tax purposes, as if they directly owned a pro rata share of the underlying assets held in the Trust. Shareholders also will be treated as if they directly received their respective pro rata shares of the Trust’s income, if any, and as if they directly incurred their respective pro rata shares of the Trust’s expenses. In the case of a Shareholder that purchases Shares for cash, its initial tax basis in its pro rata share of the assets held in the Trust at the time it acquires its Shares will be equal to its cost of acquiring the Shares. In the case of a Shareholder that acquires its Shares by delivering gold to the Trust, the delivery of gold to the Trust in exchange for the underlying gold represented by the Shares will not be a taxable event to the Shareholder, and the Shareholder’s tax basis and holding period for the Shareholder’s pro rata share of the gold held in the Trust will be the same as its tax basis and holding period for the gold delivered in exchange therefor. For purposes of this discussion, it is assumed that all of a Shareholder’s Shares are acquired on the same date, at the same price per Share and, except where otherwise noted, that the sole asset of the Trust is gold.


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When the Trust sells gold, for example to pay expenses, a Shareholder generally will recognize gain or loss in an amount equal to the difference between (1) the Shareholder’s pro rata share of the amount realized by the Trust upon the sale and (2) the Shareholder’s tax basis for its pro rata share of the gold that was sold, which gain or loss will generally be long-term or short-term capital gain or loss, depending upon whether the Shareholder has held its Shares for more than one year. A Shareholder’s tax basis for its share of any gold sold by the Trust generally will be determined by multiplying the Shareholder’s total basis for its share of all of the gold held in the Trust immediately prior to the sale, by a fraction the numerator of which is the amount of gold sold and the denominator of which is the total amount of the gold held in the Trust immediately prior to the sale. After any such sale, a Shareholder’s tax basis for its pro rata share of the gold remaining in the Trust will be equal to its tax basis for its share of the total amount of the gold held in the Trust immediately prior to the sale, less the portion of such basis allocable to its share of the gold that was sold.
 
Upon a Shareholder’s sale of some or all of its Shares, the Shareholder will be treated as having sold the portion of its pro rata share of the gold held in the Trust at the time of the sale that is attributable to the Shares sold. Accordingly, the Shareholder generally will recognize gain or loss on the sale in an amount equal to the difference between (1) the amount realized pursuant to the sale of the Shares, and (2) the Shareholder’s tax basis for the portion of its pro rata share of the gold held in the Trust at the time of sale that is attributable to the Shares sold, as determined in the manner described in the preceding paragraph.
 
A redemption of some or all of a Shareholder’s Shares in exchange for the underlying gold represented by the Shares redeemed generally will not be a taxable event to the Shareholder. The Shareholder’s tax basis for the gold received in the redemption generally will be the same as the Shareholder’s tax basis for the portion of its pro rata share of the gold held in the Trust immediately prior to the redemption that is attributable to the Shares redeemed. The Shareholder’s holding period with respect to the gold received should include the period during which the Shareholder held the Shares redeemed. A subsequent sale of the gold received by the Shareholder will be a taxable event.
 
After any sale or redemption of less than all of a Shareholder’s Shares, the Shareholder’s tax basis for its pro rata share of the gold held in the Trust immediately after such sale or redemption generally will be equal to its tax basis for its share of the total amount of the gold held in the Trust immediately prior to the sale or redemption, less the portion of such basis which is taken into account in determining the amount of gain or loss recognized by the Shareholder upon such sale or, in the case of a redemption, which is treated as the basis of the gold received by the Shareholder in the redemption.
 
As noted above, the foregoing discussion assumes that all of a Shareholder’s Shares were acquired on the same date and at the same price per Share. If a Shareholder owns multiple lots of Shares (i.e., Shares acquired on different dates and/or at different prices), it is uncertain whether the Shareholder may use the “specific identification” rules that apply under Treas. Reg. § 1.1012-1(c) in the case of sales of shares of stock, in determining the amount, and the long-term or short-term character, of any gain or loss recognized by the Shareholder upon the sale of gold by the Trust, upon the sale of any Shares by the Shareholder, or upon the sale by the Shareholder of any gold received by it upon the redemption of any of its Shares. The IRS could take the position that a Shareholder has a blended tax basis and holding period for its pro rata share of the underlying gold in the Trust. Shareholders that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares, should consult their own tax advisors as to the determination of the tax basis and holding period for the underlying gold related to such Shares.
 
Maximum 28% Long-Term Capital Gains Tax Rate for U.S. Shareholders Who are Individuals
 
Under current law, gains recognized by individuals from the sale of “collectibles,” including gold bullion, held for more than one year are taxed at a maximum rate of 28%, rather than the 15% rate applicable to most other long-term capital gains. For these purposes, gain recognized by an individual upon the sale of an interest in a trust that holds collectibles is treated as gain recognized on the sale of


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collectibles, to the extent that the gain is attributable to unrealized appreciation in value of the collectibles held by the trust. Therefore, any gain recognized by an individual U.S. Shareholder attributable to a sale of Shares held for more than one year, or attributable to the Trust’s sale of any gold bullion which the Shareholder is treated (through its ownership of Shares) as having held for more than one year, generally will be taxed at a maximum rate of 28%. The tax rates for capital gains recognized upon the sale of assets held by an individual U.S. Shareholder for one year or less or by a taxpayer other than an individual U.S. taxpayer are generally the same as those at which ordinary income is taxed.
 
3.8% Tax On Net Investment Income For Taxable Years Beginning After December 31, 2012
 
The Health Care Reform and Education Reconciliation Act of 2010 (Pub. Law 111-152) requires certain U.S. Shareholders who are individuals to pay a 3.8% tax on the lesser of the excess of their modified adjusted gross income over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers) or their “net investment income,” which generally includes capital gains from the disposition of property, for taxable years beginning after December 31, 2012. This tax is in addition to any capital gains taxes due on such investment income. A similar tax will apply to estates and trusts. U.S. Shareholders should consult their tax advisors regarding the effect, if any, this law may have on an investment in the Shares.
 
Brokerage Fees and Trust Expenses
 
Any brokerage or other transaction fee incurred by a Shareholder in purchasing Shares will be treated as part of the Shareholder’s tax basis in the underlying assets of the Trust. Similarly, any brokerage fee incurred by a Shareholder in selling Shares will reduce the amount realized by the Shareholder with respect to the sale.
 
Shareholders will be required to recognize gain or loss upon a sale of gold by the Trust (as discussed above), even though some or all of the proceeds of such sale are used by the Trustee to pay Trust expenses. Shareholders may deduct their respective pro rata shares of each expense incurred by the Trust to the same extent as if they directly incurred the expense. Shareholders who are individuals, estates or trusts, however, may be required to treat some or all of the expenses of the Trust as miscellaneous itemized deductions. Individuals may deduct certain miscellaneous itemized deductions only to the extent they exceed 2% of adjusted gross income. In addition, such deductions may be subject to phase-outs and other limitations under applicable provisions of the Code.
 
Investment by U.S. Tax-Exempt Shareholders
 
U.S. Tax-Exempt Shareholders are subject to United States federal income tax only on their unrelated business taxable income, or UBTI. Unless they incur debt in order to purchase Shares, it is expected that U.S. Tax-Exempt Shareholders should not realize UBTI in respect of income or gains from the Shares. U.S. Tax-Exempt Shareholders should consult their own independent tax advisors regarding the United States federal income tax consequences of holding Shares in light of their particular circumstances.
 
Investment by Regulated Investment Companies
 
Mutual funds and other investment vehicles which are “regulated investment companies” within the meaning of Code section 851 should consult with their tax advisors concerning (1) the likelihood that an investment in Shares, although they are a “security” within the meaning of the Investment Company Act of 1940, may be considered an investment in the underlying gold for purposes of Code section 851(b), and (2) the extent to which an investment in Shares might nevertheless be consistent with preservation of their qualification under Code section 851.


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Investment by Certain Retirement Plans
 
Code section 408(m) provides that the acquisition of a “collectible” by an individual retirement account, or IRA, or a participant-directed account maintained under any plan that is tax-qualified under Code section 401(a) is treated as a taxable distribution from the account to the owner of the IRA, or to the participant for whom the plan account is maintained, of an amount equal to the cost to the account of acquiring the collectible. The Sponsor has received a private letter ruling from the IRS to the effect that a purchase of Shares by an IRA, or by a participant-directed account under a Code section 401(a) plan, will not be treated as resulting in a taxable distribution to the IRA owner or plan participant under Code section 408(m). However, if any of the Shares so purchased are distributed from the IRA or plan account to the IRA owner or plan participant, or if any gold received by such IRA or plan account upon the redemption of any of the Shares purchased by it is distributed to the IRA owner or plan participant, the Shares or gold so distributed will be subject to federal income tax in the year of distribution, to the extent provided under the applicable provisions of Code section 408(d) or Code section 402. See also “ERISA and Related Considerations.”
 
U.S. Information Reporting and Backup Withholding for U.S. and Non-U.S. Shareholders
 
The Trustee will file certain information returns with the IRS, and provide certain tax-related information to Shareholders, in connection with the Trust. Each Shareholder will be provided with information regarding its allocable portion of the Trust’s annual income (if any) and expenses.
 
A U.S. Shareholder may be subject to U.S. backup withholding tax in certain circumstances unless it provides its taxpayer identification number and complies with certain certification procedures. Non-U.S. Shareholders may have to comply with certification procedures to establish that they are not a U.S. person in order to avoid the information reporting and backup withholding tax requirements.
 
The amount of any backup withholding will be allowed as a credit against a Shareholder’s U.S. federal income tax liability and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS.
 
Income Taxation of Non-U.S. Shareholders
 
The Trust does not expect to generate taxable income except for gain (if any) upon the sale of gold. A Non-U.S. Shareholder generally will not be subject to U.S. federal income tax with respect to gain recognized upon the sale or other disposition of Shares, or upon the sale of gold by the Trust, unless (1) the Non-U.S. Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected with the conduct by the Non-U.S. Shareholder of a trade or business in the United States and certain other conditions are met.
 
Estate and Gift Tax Considerations for Non-U.S. Shareholders
 
Under the U.S. federal tax law, individuals who are neither citizens nor residents (as determined for estate and gift tax purposes) of the United States are subject to estate tax on all property that has a U.S. “situs.” Shares may well be considered to have a U.S. situs for these purposes. If they are, then Shares would be includible in the U.S. gross estate of a non-resident alien Shareholder. Currently, U.S. estate tax is imposed at rates of up to 35% of the fair market value of the taxable estate. The U.S. estate tax rate is subject to change in future years. In addition, the U.S. federal “generation-skipping transfer tax” may apply in certain circumstances. The estate of a non-resident alien Shareholder who was resident in a country which has an estate tax treaty with the United States may be entitled to benefit from such treaty.
 
For non-citizens and non-residents of the United States, the U.S. federal gift tax generally applies only to gifts of tangible personal property or real property having a U.S. situs. Tangible personal property (including gold) has a U.S. situs if it is physically located in the United States. Although the matter is


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not settled, it appears that ownership of Shares should not be considered ownership of the underlying gold for this purpose, even to the extent that gold were held in custody in the United States. Instead, Shares should be considered intangible property, and therefore they should not be subject to U.S. gift tax if transferred during the holder’s lifetime.
 
Such Shareholders are urged to consult their tax advisors regarding the possible application of U.S. estate, gift and generation-skipping transfer taxes in their particular circumstances.
 
Taxation in Jurisdictions Other than the United States
 
Prospective purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their own tax advisors as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United States to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, as to whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing.
 
ERISA and Related Considerations
 
The Employee Retirement Income Security Act of 1974, as amended, or ERISA, and/or Code section 4975 impose certain requirements on employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities, Keogh plans, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements are invested, that are subject to ERISA and/or the Code, collectively the Plans, and on persons who are fiduciaries with respect to the investment of assets treated as “plan assets” of a Plan. Government plans and some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions of section 4975 of the Code, but may be subject to substantially similar rules under state or other federal law.
 
In contemplating an investment of a portion of Plan assets in Shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and circumstances of the Plan, the “Risk Factors” discussed below and whether such investment is consistent with its fiduciary responsibilities, including, but not limited to (1) whether the fiduciary has the authority to make the investment under the appropriate governing plan instrument, (2) whether the investment would constitute a direct or indirect non-exempt prohibited transaction with a party in interest, (3) the Plan’s funding objectives, and (4) whether under the general fiduciary standards of investment prudence and diversification such investment is appropriate for the Plan, taking into account the overall investment policy of the Plan, the composition of the Plan’s investment portfolio and the Plan’s need for sufficient liquidity to pay benefits when due.
 
The Shares constitute “publicly-offered securities” as defined in Department of Labor Regulations § 2510.3-101(b)(2). Accordingly, Shares purchased by a Plan, and not the Plan’s interest in the underlying gold bullion held in the Trust represented by the Shares, should be treated as assets of the Plan, for purposes of applying the “fiduciary responsibility” and “prohibited transaction” rules of ERISA and the Code. See also “United States Federal Tax Consequences—Investment by Certain Retirement Plans.”
 
Item 1A.   Risk Factors
 
You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this report, including the Trust’s financial statements and the related notes.


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The value of the Shares relates directly to the value of the gold held by the Trust and fluctuations in the price of gold could materially adversely affect an investment in the Shares.
 
The Shares are designed to mirror as closely as possible the performance of the price of gold, and the value of the Shares relates directly to the value of the gold held by the Trust, less the Trust’s liabilities (including estimated accrued expenses). The price of gold has fluctuated widely over the past several years. Several factors may affect the price of gold, including:
 
  •   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 South Africa, the United States and Australia;
 
  •   Global or regional political, economic or financial events and situations;
 
  •   Investors’ expectations with respect to the rate of inflation;
 
  •   Currency exchange rates;
 
  •   Interest rates; and
 
  •   Investment and trading activities of hedge funds and commodity funds.
 
The Shares have experienced significant price fluctuations. If gold markets continue to be subject to sharp fluctuations, this may result in potential losses if you need to sell your Shares at a time when the price of gold is lower than it was when you made your investment. Even if you are able to hold Shares for the long-term, you may never experience a profit, since gold markets have historically experienced extended periods of flat or declining prices, in addition to sharp fluctuations.
 
In addition, investors should be aware that 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.
 
The amount of gold represented by the Shares will continue to be reduced during the life of the Trust due to the sales of gold necessary to pay the Trust’s expenses irrespective of whether the trading price of the Shares rises or falls in response to changes in the price of gold.
 
Each outstanding Share represents a fractional, undivided interest in the gold held by the Trust. The Trust does not generate any income and regularly sells gold to pay for its ongoing expenses. Therefore, the amount of gold represented by each Share has gradually declined over time. This is also true with respect to Shares that are issued in exchange for additional deposits of gold into the Trust, as the amount of gold required to create Shares proportionately reflects the amount of gold represented by the Shares outstanding at the time of creation. Assuming a constant gold price, the trading price of the Shares is expected to gradually decline relative to the price of gold as the amount of gold represented by the Shares gradually declines.
 
Investors should be aware that the gradual decline in the amount of gold represented by the Shares will occur regardless of whether the trading price of the Shares rises or falls in response to changes in the price of gold. The estimated ordinary operating expenses of the Trust, which accrue daily commencing after the first day of trading of the Shares, are described in “Business of the Trust—Trust Expenses”.
 
The Trust is a passive investment vehicle. This means that the value of the Shares may be adversely affected by Trust losses that, if the Trust had been actively managed, it might have been possible to avoid.
 
The Trustee does not actively manage the gold held by the Trust. This means that the Trustee does not sell gold at times when its price is high, or acquire gold at low prices in the expectation of future price increases. It also means that the Trustee does not make use of any of the hedging techniques available to professional gold investors to attempt to reduce the risks of losses resulting from price decreases. Any losses sustained by the Trust will adversely affect the value of the Shares.


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The Shares may trade at a price which is at, above or below the NAV per Share and any discount or premium in the trading price relative to the NAV per Share may widen as a result of non-concurrent trading hours between the COMEX and NYSE Arca.
 
The Shares may trade at, above or below the NAV per Share. The NAV per Share fluctuates with changes in the market value of the Trust’s assets. The trading price of the Shares fluctuates in accordance with changes in the NAV per Share as well as market supply and demand. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between the COMEX and NYSE Arca. While the Shares trade on NYSE Arca until 8:00 PM New York time, liquidity in the global gold market may be reduced after the close of the COMEX at 1:30 PM New York time. As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen.
 
The sale of the Trust’s gold to pay expenses at a time of low gold prices could adversely affect the value of the Shares.
 
The Trustee sells gold held by the Trust to pay Trust expenses on an as-needed basis irrespective of then-current gold prices. The Trust is not actively managed and no attempt will be made to buy or sell gold to protect against or to take advantage of fluctuations in the price of gold. Consequently, the Trust’s gold may be sold at a time when the gold price is low, resulting in a negative effect on the value of the Shares.
 
Crises may motivate large-scale sales of gold which could decrease the price of gold and adversely affect an investment in the Shares.
 
The possibility of large-scale distress sales of gold in times of crisis may have a negative impact on the price of gold and adversely affect an investment in the Shares. For example, the 1998 Asian financial crisis resulted in significant sales of gold by individuals which depressed the price of gold. Crises in the future may impair gold’s price performance which would, in turn, adversely affect an investment in the Shares.
 
Purchasing activity in the gold market associated with the delivery of gold bullion to the Trust in exchange for Baskets may cause a temporary increase in the price of gold. This increase may adversely affect an investment in the Shares.
 
Purchasing activity associated with acquiring the gold bullion required for deposit into the Trust in connection with the creation of Baskets may temporarily increase the market price of gold, which will result in higher prices for the Shares. Temporary increases in the market price of gold may also occur as a result of the purchasing activity of other market participants. Other market participants may attempt to benefit from an increase in the market price of gold that may result from increased purchasing activity of gold connected with the issuance of Baskets. Consequently, the market price of gold may decline immediately after Baskets are created. If the price of gold declines, the trading price of the Shares will also decline.
 
Shareholders do not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act of 1940 or the protections afforded by the CEA.
 
The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. Consequently, Shareholders do not have the regulatory protections provided to investors in investment companies. The Trust will not hold or trade in commodity futures contracts regulated by the CEA, as administered by the CFTC. Furthermore, the Trust is not a commodity pool for purposes of the CEA, and none of the Sponsor, the Trustee or the Marketing Agent is subject to regulation by the CFTC as a commodity pool operator or a commodity trading advisor in connection with the Shares. Consequently, Shareholders do not have the regulatory protections provided to investors in CEA-regulated instruments or commodity pools.


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The Trust may be required to terminate and liquidate at a time that is disadvantageous to Shareholders.
 
If the Trust is required to terminate and liquidate, such termination and liquidation could occur at a time which is disadvantageous to Shareholders, such as when gold prices are lower than the gold prices at the time when Shareholders purchased their Shares. In such a case, when the Trust’s gold is sold as part of the Trust’s liquidation, the resulting proceeds distributed to Shareholders will be less than if gold prices were higher at the time of sale.
 
The liquidity of the Shares may also be affected by the withdrawal of Authorized Participants.
 
In the event that one of more Authorized Participants which has substantial interests in the Shares withdraws from participation, the liquidity of the Shares will likely decrease, which could adversely affect the market price of the Shares.
 
The lack of an active trading market or a halt in trading of the Shares may result in losses on investment at the time of disposition of the Shares.
 
Although Shares are listed for trading on NYSE Arca, it cannot be assumed that an active trading market for the Shares will be maintained. If an investor needs to sell Shares at a time when no active market for Shares exists, or there is a halt in trading of securities generally or of the Shares, this will most likely adversely affect the price the investor receives for the Shares (assuming the investor is able to sell them).
 
The price of gold may be affected by the sale of gold by ETFs or other exchange traded vehicles tracking gold markets.
 
To the extent existing exchange traded funds, or ETFs, or other exchange traded vehicles tracking gold markets represent a significant proportion of demand for physical gold bullion, large redemptions of the securities of these ETFs or other exchange traded vehicles could negatively affect physical gold bullion prices and the price and NAV of the Shares.
 
Redemption orders are subject to postponement, suspension or rejection by the Trustee under certain circumstances.
 
The Trustee may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption or postpone the redemption settlement date, (1) for any period during which NYSE Arca is closed other than customary weekend or holiday closings, or trading on NYSE Arca is suspended or restricted, (2) for any period during which an emergency exists as a result of which the delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for the protection of Shareholders. In addition, the Trustee will reject a redemption order if the order is not in proper form as described in the Participant Agreement or if the fulfillment of the order, in the opinion of its counsel, might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Shareholder. For example, the resulting delay may adversely affect the value of the Shareholder’s redemption distribution if the price of the Shares declines during the period of the delay. See “Creation and Redemption of Shares—Redemption Procedures—Suspension or rejection of redemption orders.” Under the Trust Indenture, the Sponsor and the Trustee disclaim any liability for any loss or damage that may result from any such suspension or postponement.
 
Shareholders do not have the rights enjoyed by investors in certain other vehicles.
 
As interests in an investment trust, the Shares have none of the statutory rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring “oppression” or “derivative” actions). In addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors and will not receive dividends). See “Description of the Shares” for a description of the limited rights of holders of Shares.


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An investment in the Shares may be adversely affected by competition from other methods of investing in gold.
 
The Trust competes with other financial vehicles, including traditional debt and equity securities issued by companies in the gold industry and other securities backed by or linked to gold, direct investments in gold and investment vehicles similar to the Trust. Market and financial conditions, and other conditions beyond the Sponsor’s control, may make it more attractive to invest in other financial vehicles or to invest in gold directly, which could limit the market for the Shares and reduce the liquidity of the Shares.
 
Substantial sales of gold by the official sector could adversely affect an investment in the Shares.
 
The official sector consists of central banks, other governmental agencies and multi-lateral institutions that buy, sell and hold gold as part of their reserve assets. The official sector holds a significant amount of gold, most of which is static, meaning that it is held in vaults and is not bought, sold, leased or swapped or otherwise mobilized in the open market. A number of central banks have sold portions of their gold over the past 10 years, with the result that the official sector, taken as a whole, has been a net supplier to the open market. Since 1999, most sales have been made in a coordinated manner under the terms of the Central Bank Gold Agreement, as amended, under which 18 of the world’s major central banks (including the European Central Bank) agree to limit the level of their gold sales and lending to the market. See “The Gold Industry—Sources of Gold Supply” and “Movements in the Price of Gold Since the Inception of the Trust” for more details. In the event that future economic, political or social conditions or pressures require members of the official sector to liquidate their gold assets all at once or in an uncoordinated manner, the demand for gold might not be sufficient to accommodate the sudden increase in the supply of gold to the market. Consequently, the price of gold could decline significantly, which would adversely affect an investment in the Shares.
 
The estimated ordinary operating expenses of the Trust, which accrue daily, are described in “Business of the Trust—Trust Expenses.”
 
The Trust’s gold may be subject to loss, damage, theft or restriction on access.
 
There is a risk that some or all of the Trust’s gold bars held by the Custodian or any subcustodian on behalf of the Trust could be lost, damaged or stolen. Access to the Trust’s gold bars could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations of the Trust and, consequently, an investment in the Shares.
 
The Trust may not have adequate sources of recovery if its gold is lost, damaged, stolen or destroyed and recovery may be limited, even in the event of fraud, to the market value of the gold at the time the fraud is discovered.
 
Shareholders’ recourse against the Trust, the Trustee and the Sponsor, under New York law, the Custodian, under English law, and any subcustodians under the law governing their custody operations is limited. The Trust does not insure its gold. The Custodian maintains insurance with regard to its business on such terms and conditions as it considers appropriate which does not cover the full amount of gold. The Trust is not a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of coverage. Therefore, Shareholders cannot be assured that the Custodian will maintain adequate insurance or any insurance with respect to the gold held by the Custodian on behalf of the Trust. In addition, the Custodian and the Trustee do not require any direct or indirect subcustodians to be insured or bonded with respect to their custodial activities or in respect of the gold held by them on behalf of the Trust. Consequently, a loss may be suffered with respect to the Trust’s gold which is not covered by insurance and for which no person is liable in damages.
 
The liability of the Custodian is limited under the Custody Agreements. Under the Custody Agreements, the Custodian is only liable for losses that are the direct result of its own negligence, fraud or willful default in the performance of its duties. Any such liability is further limited, in the case


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of the Allocated Bullion Account Agreement, to the market value of the gold bars held in the Trust’s allocated gold account (Trust Allocated Account) at the time such negligence, fraud or willful default is discovered by the Custodian and, in the case of the Unallocated Bullion Account Agreement, to the amount of gold credited to the Trust’s unallocated gold account (Trust Unallocated Account) at the time such negligence, fraud or willful default is discovered by the Custodian. The Custodian is not contractually or otherwise liable for any losses suffered by any Authorized Participant or Shareholder that are not the direct result of its own gross negligence, fraud or willful default in the performance of its duties under such agreement, and in no event will its liability exceed the market value of the balance in the Authorized Participant Unallocated Account at the time such gross negligence, fraud or willful default is discovered by the Custodian.
 
In addition, the Custodian will not be liable for any delay in performance or any non-performance of any of its obligations under the Custody Agreements by reason of any cause beyond its reasonable control, including acts of God, war or terrorism. As a result, the recourse of the Trustee or the investor, under English law, is limited. Furthermore, under English common law, the Custodian or any subcustodian will not be liable for any delay in the performance or any non-performance of its custodial obligations by reason of any cause beyond its reasonable control.
 
Gold bars may be held by one or more subcustodians appointed by the Custodian, or employed by the subcustodians appointed by the Custodian, until it is transported to the Custodian’s London vault premises. Under the Allocated Bullion Account Agreement, except for an obligation on the part of the Custodian to use commercially reasonable efforts to obtain delivery of the Trust’s gold bars from any subcustodians appointed by the Custodian, the Custodian is not liable for the acts or omissions of its subcustodians unless the selection of such subcustodians was made negligently or in bad faith. There are expected to be no written contractual arrangements between subcustodians that hold the Trust’s gold bars and the Trustee or the Custodian, because traditionally such arrangements are based on the LBMA’s rules and on the customs and practices of the London bullion market. In the event of a legal dispute with respect to or arising from such arrangements, it may be difficult to define such customs and practices. The LBMA’s rules may be subject to change outside the control of the Trust. Under English law, neither the Trustee, nor the Custodian would have a supportable breach of contract claim against a subcustodian for losses relating to the safekeeping of gold. If the Trust’s gold bars are lost or damaged while in the custody of a subcustodian, the Trust may not be able to recover damages from the Custodian or the subcustodian.
 
The obligations of the Custodian under the Allocated Bullion Account Agreement, the Unallocated Bullion Account Agreement and the Participant Unallocated Bullion Account Agreement are governed by English law. The Custodian may enter into arrangements with English subcustodians, which arrangements may also be governed by English law. The Trust is a New York investment trust. Any United States, New York or other court situated in the United States may have difficulty interpreting English law (which, insofar as it relates to custody arrangements, is largely derived from court rulings rather than statute), LBMA rules or the customs and practices in the London custody market. It may be difficult or impossible for the Trust to sue a subcustodian in a United States, New York or other court situated in the United States. In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce in a foreign court a judgment rendered by a United States, New York or other court situated in the United States.
 
If the Trust’s gold bars are lost, damaged, stolen or destroyed under circumstances rendering a party liable to the Trust, the responsible party may not have the financial resources sufficient to satisfy the Trust’s claim. For example, as to a particular event of loss, the only source of recovery for the Trust might be limited to the Custodian, as currently it is the sole custodian holding all of the Trust’s gold; or one or more subcustodians, if appointed; or, to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of the Trust.


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Neither the Shareholders nor any Authorized Participant has a right under the Custody Agreements to assert a claim of the Trustee against the Custodian or any subcustodian; claims under the Custody Agreements may only be asserted by the Trustee on behalf of the Trust.
 
Because neither the Trustee nor the Custodian oversees or monitors the activities of subcustodians who may temporarily hold the Trust’s gold bars until transported to the Custodian’s London vault, failure by the subcustodians to exercise due care in the safekeeping of the Trust’s gold bars could result in a loss to the Trust.
 
Under the Allocated Bullion Account Agreement, the Custodian agreed that it will hold all of the Trust’s gold bars in its own vault premises except when the gold bars have been allocated in a vault other than the Custodian’s vault premises, and in such cases the Custodian agreed that it will use commercially reasonable efforts promptly to transport the gold bars to the Custodian’s vault, at the Custodian’s cost and risk. Nevertheless, there will be periods of time when some portion of the Trust’s gold bars will be held by one or more subcustodians appointed by the Custodian or by a subcustodian of such subcustodian. The Allocated Bullion Account Agreement is described in “Description of the Custody Agreements.”
 
The Custodian is required under the Allocated Bullion Account Agreement to use reasonable care in appointing its subcustodians but otherwise has no other responsibility in relation to the subcustodians appointed by it. These subcustodians may in turn appoint further subcustodians, but the Custodian is not responsible for the appointment of these further subcustodians. The Custodian does not undertake to monitor the performance by subcustodians of their custody functions or their selection of further subcustodians. The Trustee does not undertake to monitor the performance of any subcustodian. Furthermore, the Trustee may have no right to visit the premises of any subcustodian for the purposes of examining the Trust’s gold bars or any records maintained by the subcustodian, and no subcustodian will be obligated to cooperate in any review the Trustee may wish to conduct of the facilities, procedures, records or creditworthiness of such subcustodian. See “Custody of the Trust’s Gold” for more information about subcustodians that may hold the Trust’s gold.
 
In addition, the ability of the Trustee to monitor the performance of the Custodian may be limited because under the Custody Agreements the Trustee has only limited rights to visit the premises of the Custodian for the purpose of examining the Trust’s gold bars and certain related records maintained by the Custodian.
 
The ability of the Trustee and the Custodian to take legal action against subcustodians may be limited, which increases the possibility that the Trust may suffer a loss if a subcustodian does not use due care in the safekeeping of the Trust’s gold bars.
 
If any subcustodian which holds gold on a temporary basis does not exercise due care in the safekeeping of the Trust’s gold bars, the ability of the Trustee or the Custodian to recover damages against such subcustodian may be limited to only such recourse, if any, as may be available under applicable English law or, if the subcustodian is not located in England, under other applicable law. This is because there are expected to be no written contractual arrangements between subcustodians who may hold the Trust’s gold bars and the Trustee or the Custodian, as the case may be. If the Trustee’s or the Custodian’s recourse against the subcustodian is so limited, the Trust may not be adequately compensated for the loss. For more information on the Trustee’s and the Custodian’s ability to seek recovery against subcustodians and the subcustodian’s duty to safekeep the Trust’s gold bars, see “Custody of the Trust’s Gold.”
 
Gold held in the Trust’s unallocated gold account and any Authorized Participant’s unallocated gold account will not be segregated from the Custodian’s assets. If the Custodian becomes insolvent, its assets may not be adequate to satisfy a claim by the Trust or any Authorized Participant. In addition,


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in the event of the Custodian’s insolvency, there may be a delay and costs incurred in identifying the gold bars held in the Trust’s allocated gold account.
 
Gold which is part of a deposit for a purchase order or part of a redemption distribution will be 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, will have no proprietary rights to any specific bars of gold held by the Custodian and will each be 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 Bullion Account Agreement, or if a subcustodian 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.
 
In the event 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 retain legal title to the allocated gold bars, the Trust could incur expenses in connection with obtaining control of the allocated gold bars, and the assertion of a claim by such liquidator for unpaid fees due to the Custodian 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.
 
The Trust’s obligation to reimburse the Marketing Agent and the Authorized Participants for certain liabilities in the event the Sponsor fails to indemnify such parties could adversely affect an investment in the Shares.
 
The Sponsor has agreed to indemnify the Marketing Agent, its partners, directors and officers, and any person who controls the Marketing Agent, and its respective successors and assigns, against any loss, damage, expense, liability or claim that may be incurred by the Marketing Agent in connection with (1) any untrue statement or alleged untrue statement of a material fact contained in the registration statement of which this report forms a part (including this report, any preliminary prospectus, any prospectus supplement and any exhibits thereto) or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact made by the Sponsor with respect to any representations and warranties or any covenants under the Marketing Agent Agreement, or failure of the Sponsor to perform any agreement or covenant therein, (3) any untrue statement or alleged untrue statement of a material fact contained in any materials used in connection with the marketing of the Shares, (4) circumstances surrounding the third party allegations relating to patent and contract disputes, or (5) the Marketing Agent’s performance of its duties under the Marketing Agent Agreement, and to contribute to payments that the Marketing Agent may be required to make in respect thereof. The Trustee has agreed to reimburse the Marketing Agent, solely from and to the extent of the Trust’s assets, for indemnification and contribution due under the preceding sentence to the extent the Sponsor has not paid such amounts directly when due. Under the


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Participant Agreement, the Sponsor also has agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the Securities Act and to contribute to payments that the Authorized Participants may be required to make in respect of such liabilities. The Trustee has agreed to reimburse the Authorized Participants, solely from and to the extent of the Trust’s assets, for indemnification and contribution amounts due from the Sponsor in respect of such liabilities to the extent the Sponsor has not paid such amounts when due. In the event the Trust is required to pay any such amounts, the Trustee would be required to sell assets of the Trust to cover the amount of any such payment and the NAV of the Trust would be reduced accordingly, thus adversely affecting an investment in the Shares.
 
Under the Trust Indenture, the Sponsor may be able to seek indemnification from the Trust for payments it makes in connection with the Sponsor’s activities under the Trust Indenture to the extent its conduct does not disqualify it from receiving such indemnification under the terms of the Trust Indenture. The Sponsor shall also be indemnified from the Trust and held harmless against any loss, liability or expense arising under the Marketing Agent Agreement or any Participant Agreement insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Sponsor by the Trustee.
 
Item 1B.   Unresolved Staff Comments
 
Not applicable.
 
Item 2.   Properties
 
Not applicable.
 
Item 3.   Legal Proceedings
 
Not applicable.
 
Item 4.   (Removed and Reserved)


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PART II
 
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 
The Trust’s Shares are listed on NYSE Arca under the symbol “GLD” since December 13, 2007, after a transfer from the New York Stock Exchange, or NYSE, where the Shares were listed since its initial public offering on November 18, 2004. The Shares have traded on the Mexican Stock Exchange (Bolsa Mexicana de Valores) since August 10, 2006, on the Singapore Exchange Securities Trading Limited since October 11, 2006, on the Tokyo Stock Exchange since June 30, 2008 and the Stock Exchange of Hong Kong since July 31, 2008.
 
The following table sets forth the range of reported high and low closing prices of the Shares as reported on NYSE Arca for the fiscal years ended September 30, 2011 and 2010.
 
                 
    High     Low  
 
Fiscal Year Ended September 30, 2011:
               
Quarter Ended
               
December 31, 2010
  $ 139.17     $ 128.46  
March 31, 2011
  $ 140.34     $ 127.94  
June 30, 2011
  $ 152.36     $ 139.20  
September 30, 2011
  $ 184.59     $ 144.90  
 
                 
    High     Low  
 
Fiscal Year Ended September 30, 2010:
               
Quarter Ended
               
December 31, 2009
  $ 119.18     $ 97.92  
March 31, 2010
  $ 112.85     $ 104.05  
June 30, 2010
  $ 122.83     $ 110.26  
September 30, 2010
  $ 127.95     $ 113.51  
 
The number of shareholders of record of the Trust as of October 31, 2011 was approximately 239.
 
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  
 
May 2011
    150.43       143.47  
June 2011
    150.99       145.73  
July 2011
    158.41       144.94  
August 2011
    184.59       157.70  
September 2011
    183.23       156.20  
October 2011
    169.94       157.63  
November 2011 (through November 18, 2011)
    174.98       167.07  
 
Issuer Purchase of Equity Securities
 
Although the Trust does not purchase shares directly from its shareholders, in connection with its redemption of Baskets, the Trust redeemed 1,380 Baskets (138,000,000 Shares) during the year ended September 30, 2011 and 437 Baskets (43,700,000 Shares) during the year ended September 30, 2010.


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From the inception of the Trust through September 30, 2011, the Trust redeemed 3,644 Baskets (364,400,000 Shares).
 
Item 6.   Selected Financial Data
 
The following selected financial data should be read in conjunction with the Trust’s financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
Financial Highlights
 
                                         
    Year ended
  Year ended
  Year ended
  Year ended
  Year ended
(Amounts in 000’s of US$)   Sept 30, 2011   Sept 30, 2010   Sept 30, 2009   Sept 30, 2008   Sept 30, 2007
 
Total gain/(loss) on gold
  $ 7,579,013     $ 1,385,254     $ 508,473     $ 2,036,135     $ 353,110  
Net gain/(loss) from operations
  $ 7,340,281     $ 1,208,132     $ 394,863     $ 1,965,562     $ 313,442  
Net cash flows from operating activities
  $     $     $     $     $  
 
Statements of Operation Data:
 
                                         
    Year ended
    Year ended
    Year ended
    Year ended
    Year ended
 
(Amounts, except per share, are in 000’s of US$)   Sept 30, 2011     Sept 30, 2010     Sept 30, 2009     Sept 30, 2008     Sept 30, 2007  
 
REVENUES
                                       
Proceeds from sales of gold
  $ 230,696     $ 170,598     $ 108,235     $ 68,188     $ 37,965  
Cost of gold sold to pay expenses
    (147,576 )     (124,764 )     (93,494 )     (50,202 )     (31,057 )
                                         
Gain on gold sold to pay expenses
    83,120       45,834       14,741       17,986       6,908  
Gain on gold distributed for the redemption of shares
    7,495,893       1,339,420       493,732       2,018,149       346,202  
                                         
Total gain/(loss) on gold
    7,579,013       1,385,254       508,473       2,036,135       353,110  
                                         
                                         
EXPENSES
                                       
Custody fees
    39,054       29,030       18,863       12,307       7,202  
Trustee fees
    2,000       2,000       2,000       2,000       1,891  
Sponsor fees
    89,517       66,249       41,946       25,472       14,476  
Marketing agent fees
    89,517       66,249       41,946       25,472       14,476  
Other expenses
    18,644       13,594       8,855       5,322       1,623  
                                         
Total expenses
    238,732       177,122       113,610       70,573       39,668  
                                         
                                         
Net gain/(loss) from operations
  $ 7,340,281     $ 1,208,132     $ 394,863     $ 1,965,562     $ 313,442  
                                         
                                         
Net gain/(loss) per share
  $ 17.87     $ 3.10     $ 1.24     $ 9.60     $ 2.05  
                                         
                                         
Weighted average number of shares
    410,730       389,968       319,348       204,762       152,872  
                                         


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Statements of Condition Data:
 
                                         
    Sept 30,
    Sept 30,
    Sept 30,
    Sept 30,
    Sept 30,
 
(Amounts in 000’s of US$, except for share data)   2011     2010     2009     2008     2007  
 
ASSETS
                                       
Investment in gold, at cost(1)
  $ 42,736,696     $ 37,736,064     $ 28,463,669     $ 16,878,554     $ 10,644,489  
Gold receivable
          255,409       39,068       897,184        
                                         
Total Assets
  $ 42,736,696     $ 37,991,473     $ 28,502,737     $ 17,775,738     $ 10,644,489  
                                         
                                         
LIABILITIES                                        
Gold payable
  $ 520,297     $ 76,622     $     $     $  
Other liabilities
    26,718       18,682       12,157       6,782       4,396  
                                         
Total Liabilities
    547,015       95,304       12,157       6,782       4,396  
                                         
Redeemable Shares:
                                       
Shares at redemption value to investors(2)
    64,137,833       54,809,779       35,054,043       21,471,084       13,803,588  
                                         
Shareholders’ Deficit
    (21,948,152 )     (16,913,610 )     (6,563,463 )     (3,702,128 )     (3,163,495 )
                                         
                                         
                                         
Total Liabilities, Redeemable Shares & Shareholders’ Deficit
  $ 42,736,696     $ 37,991,473     $ 28,502,737     $ 17,775,738     $ 10,644,489  
                                         
 
 
(1) The market value of Investment in Gold was $64,684,848 at September 30, 2011, $54,649,674 at September 30, 2010, $35,027,132 at September 30, 2009, $20,580,682 at September 30, 2008, and $13,807,984 at September 30, 2007.
 
(2) Authorized share capital is unlimited and share par value is $0.00. Shares issued and outstanding: 406,800,000 at September 30, 2011; 429,200,000 at September 30, 2010; 358,900,000 at September 30, 2009; 246,500,000 at September 30, 2008; and 187,900,000 at September 30, 2007.


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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Trust Overview
 
The Trust is an investment trust that was formed on November 12, 2004 (Date of Inception). The Trust issues baskets of shares, or Baskets, in exchange for deposits of gold and distributes gold in connection with the redemption of Baskets. The investment objective of the Trust is for the shares to reflect the performance of the price of gold bullion, less the expenses of the Trust’s operations. The shares are designed to provide investors with a cost effective and convenient way to invest in gold.
 
Investing in the Shares does not insulate the investor from certain risks, including price volatility. The following table illustrates the movement in the price of the Shares and Net Asset Value of the Shares against the corresponding gold price (per 1/10 of an oz. of gold) since the day the Shares first began trading on the NYSE:
 
Share price & NAV v. gold price — November 18, 2004 to September 30, 2011
 
Chart
 
The divergence of the price of the Shares and Net Asset Value of the Shares from the gold price over time reflects the cumulative effect of the Trust expenses that arise if an investment had been held since inception.
 
Valuation of Gold, Definition of Net Asset Value and Adjusted Net Asset Value
 
At the Valuation Time, the Trustee values the Trust’s gold on the basis of that day’s London PM fix or, if no London PM fix is made on such day or has not been announced by the Valuation Time, the next most recent London gold price fix (AM or PM) determined prior to the Valuation Time will be used, unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for valuation. In the event the Trustee and the Sponsor determine that the London PM fix or last prior London “fix” is not an appropriate basis for valuation of the Trust’s gold, they will identify an alternative basis for such valuation to be employed by the Trustee.
 
Once the value of the gold has been determined, the Trustee subtracts all estimated accrued fees (other than the fees to be computed by reference to the value of the ANAV of the Trust or custody fees computed by reference to the value of gold held in the Trust), expenses and other liabilities of the Trust from the total value of the gold and all other assets of the Trust (other than any amounts credited to the


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Trust’s reserve account, if established). The resulting figure is the ANAV of the Trust. The ANAV of the Trust is used to compute the fees of the Trustee, the Sponsor and the Marketing Agent.
 
To determine the Trust’s NAV, the Trustee subtracts from the ANAV of the Trust the amount of estimated accrued fees computed by reference to the value of the ANAV of the Trust and computed by reference to the value of the gold held in the Trust (i.e. the fees of the Trustee, the Sponsor, the Marketing Agent and the Custodian). The Trustee determines the NAV per Share by dividing the NAV of the Trust by the number of shares outstanding as of the close of trading on NYSE Arca.
 
Gold acquired, or disposed of, by the Trust is recorded at average cost. The table below summarizes the impact of unrealized gains on the Trust’s gold holdings at September 30, 2011 and 2010:
 
                 
    Sept 30,
    Sept 30,
 
(Amount in 000’s of US$)   2011     2010  
 
Investment in gold – average cost
  $ 42,736,696     $ 37,736,064  
Unrealized gain on investment in gold
    21,948,152       16,913,610  
                 
Investment in gold – market value
  $ 64,684,848     $ 54,649,674  
                 
 
Critical Accounting Policy
 
Valuation of Gold
 
Gold is held by the Custodian on behalf of the Trust and is valued, for financial statement purposes, at the lower of cost or market. The cost of gold is determined according to the average cost method and the market value is based on the London fix used to determine the Net Asset Value of the Trust. Realized gains and losses on sales of gold, or gold distributed for the redemption of shares, are calculated on a trade date basis using average cost.
 
Review of Financial Results
 
                         
Financial Highlights
  For the
  For the
  For the
(All amounts in the following table and the subsequent paragraphs, except
  year ended
  year ended
  year ended
per share, are in 000’s of US$)   Sept 30, 2011   Sept 30, 2010   Sept 30, 2009
 
Total gain/(loss) on gold
  $ 7,579,013     $ 1,385,254     $ 508,473  
Net gain/(loss) from operations
  $ 7,340,281     $ 1,208,132     $ 394,863  
Net cash flows from operating activities
  $     $     $  
 
The Trust’s total gain on gold for the year ended September 30, 2011 of $7,579,013 is made up of a gain of $83,120 on the sale of gold to pay expenses plus a gain of $7,495,893 on gold distributed on the redemption of shares.
 
The Trust’s total gain on gold for the year ended September 30, 2010 of $1,385,254 is made up of a gain of $45,834 on the sale of gold to pay expenses plus a gain of $1,339,420 on gold distributed on the redemption of shares.
 
The Trust’s total gain on gold for the year ended September 30, 2009 of $508,473 is made up of a gain of $14,741 on the sale of gold to pay expenses plus a gain of $493,732 on gold distributed on the redemption of shares.


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Selected Supplemental Data
 
                         
    Sept 30,
    Sept 30,
    Sept 30,
 
(Amounts in 000’s of US$, except for per ounce and per share data)   2011     2010     2009  
 
Ounces of Gold:
                       
Opening balance
    41,813.1       35,176.6       23,268.2  
Creations (excluding gold receivable at September 30, 2011 – 0, at September 30, 2010 – 195.4, and at September 30, 2009 – 39.2)
    11,463.0       11,001.2       16,607.2  
Redemptions (excluding gold payable at September 30, 2011 – 321.2, at September 30, 2010 – 58.6, and at September 30, 2009 – nil)
    (13,192.2 )     (4,218.0 )     (4,578.9 )
Sales of gold
    (155.0 )     (146.7 )     (119.9 )
                         
Closing balance
    39,928.9       41,813.1       35,176.6  
                         
Gold price per ounce – London PM fix
  $ 1,620.00     $ 1,307.00     $ 995.75  
                         
Market value of gold holdings
  $ 64,684,848     $ 54,649,674     $ 35,027,132  
                         
Number of Shares:
                       
Opening balance
    429,200       358,900       246,500  
Creations
    115,600       114,000       159,000  
Redemptions
    (138,000 )     (43,700 )     (46,600 )
                         
Closing balance
    406,800       429,200       358,900  
                         
Net Asset Value per share:
                       
Creations
  $ 151.57     $ 115.97     $ 90.62  
Redemptions
  $ 149.04     $ 114.96     $ 87.59  
                         
Shares at redemption value to investors at year end
  $ 64,137,833     $ 54,809,779     $ 35,054,043  
                         
Redemption value per redeemable share at year end
  $ 157.66     $ 127.70     $ 97.67  
                         
                         
Change in redemption value over the period
    17.0 %     56.4 %     63.3 %
                         
                         
% Difference between Net Asset Value per share and market value of ounces represented by each share
    (0.042 )%     (0.034 )%     (0.035 )%
                         
 
Results of Operations
 
On November 12, 2004, the date of formation of the Trust, the Custodian received 30,000 ounces of gold on behalf of the Trust in exchange for 300,000 shares (3 Baskets). Trading in the shares in the Trust commenced on November 18, 2004. In the year ended September 30, 2011 an additional 115,600,000 shares, (1,156 Baskets), were created in exchange for 11,267,648 ounces of gold, and 138,000,000 shares (1,380 Baskets) were redeemed in exchange for 13,454,766 ounces of gold, including 321,171 ounces of gold payable, and 154,989 ounces of gold were sold to pay expenses. For accounting purposes the Trust reflects creations and the gold receivable with respect to such creations 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, the Trust delivers gold upon receipt of shares. All references in this discussion to gold receivable and gold payable relate to creations and redemptions that had not been completed. These creations and redemptions were completed in the normal course of business, including the receipt and payment of the gold by the Custodian.
 
As at September 30, 2011, the amount of gold owned by the Trust was 39,607,748 ounces, with a market value of $64,164,551,336 (cost — $42,216,398,936), including gold payable of 321,171 ounces with a market value of $520,296,937 based on the London PM fix on September 30, 2011 (in accordance with the Trust Indenture).
 
As at September 30, 2011, the Custodian held 39,928,919 ounces in its vault 100% of which is allocated gold in the form of London Good Delivery gold bars excluding gold payable, with a market value of $64,684,848,273 (cost — $42,736,695,873). Subcustodians held nil ounces of gold in their vaults on


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behalf of the Trust and 321,171 ounces of gold were payable by the Trust in connection with the creation and redemption of Baskets.
 
In the year ended September 30, 2010 an additional 114,000,000 shares (1,140 Baskets), were created in exchange for 11,157,331 ounces of gold, including 195,416 ounces of gold receivable, 43,700,000 shares (437 Baskets) were redeemed in exchange for 4,276,638 ounces of gold, including 58,624 ounces of gold payable, and 146,706 ounces of gold were sold to pay expenses.
 
As at September 30, 2010, the amount of gold owned by the Trust was 41,949,855 ounces, with a market value of $54,828,461,021 (cost — $37,914,851,219), including gold receivable of 195,416 ounces with a market value of $255,409,156 and gold payable of 58,624 ounces with a market value of $76,622,029, based on the London PM fix on September 30, 2010 (in accordance with the Trust Indenture).
 
As at September 30, 2010, the Custodian held 41,813,063 ounces of gold in its vault excluding gold receivable and gold payable, (41,812,885 ounces of allocated gold in the form of London Good Delivery gold bars and 178 ounces of unallocated gold) with a market value of $54,649,673,894 (cost — $37,736,064,092). Subcustodians held nil ounces of gold in their vaults on behalf of the Trust and 195,416 ounces of gold were receivable and 58,624 ounces of gold were payable by the Trust in connection with the creation and redemption of Baskets.
 
In the year ended September 30, 2009 an additional 159,000,000 shares (1,590 Baskets), were created in exchange for 15,632,152 ounces of gold, including 39,235 ounces of gold receivable, and 46,600,000 shares (466 Baskets), were redeemed in exchange for 4,578,845 ounces of gold, including nil ounces of gold payable, and 119,932 ounces of gold were sold to pay expenses.
 
As at September 30, 2009, the amount of gold owned by the Trust was 35,215,868 ounces, with a market value of $35,066,200,848 (cost — $28,502,737,382), including gold receivable of 39,235 ounces with a market value of $39,068,311, based on the London PM fix on September 30, 2009 (in accordance with the Trust Indenture).
 
As at September 30, 2009, the Custodian held 35,176,633 ounces in its vault excluding gold receivable, (35,176,460 ounces of allocated gold in the form of London Good Delivery gold bars and 173 ounces of unallocated gold) with a market value of $35,027,132,537 (cost— $28,463,669,071). Subcustodians held nil ounces of gold in their vaults on behalf of the Trust and 39,235 ounces of gold were receivable by the Trust in connection with the creation of Baskets.
 
Cash Flow from Operations
 
The Trust had no net cash flow from operations in the years ended September 30, 2011, 2010 and 2009. Cash received in respect of gold sold to pay expenses in the years ended September 30, 2011, 2010 and 2009 was the same as those expenses, resulting in a zero cash balance at September 30, 2011, 2010 and 2009.
 
Off-Balance Sheet Arrangements
 
The Trust is not a party to any off-balance sheet arrangements.
 
Cash Resources and Liquidity
 
At September 30, 2011 and 2010 the Trust did not have any cash balances. When selling gold to pay expenses, the Trustee endeavors to sell the exact amount of gold needed to pay expenses in order to minimize the Trust’s holdings of assets other than gold. As a consequence, we expect that the Trust will not record any 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 Trust’s shares, investors should understand what the recent movements in the price of gold have been. Investors,


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however, should also be aware that past movements in the gold price are not indicators of future movements.
 
The following chart provides historical background on the price of gold. The chart illustrates movements in the price of gold in U.S. dollars per ounce over the period from October 1, 2006 to September 30, 2011, and is based on the London PM fix.
 
Daily gold price - October 1, 2006 to September 30, 2011
 
(Chart)
 
During the year between October 1, 2010 and September 30, 2011, the gold price based on the London PM fix traded between $1,895.00 per ounce (September 5, 2011) and $1,313.50 (October 4, 2010), and the average was $1,491.55.
 
The average, high, low and end-of-period gold prices for the three years ended September 30, 2009, 2010 and 2011, and for the period from the inception of the Trust until September 30, 2011, based on the London PM fix, were:
 
                                                         
                                        Last
 
                                  End of
    business
 
Period   Average     High     Date     Low     Date     period     day(1)  
 
Three months to December 31, 2008
  $ 796.52 (3)   $ 903.50       Oct 08, 2008     $ 712.50       Oct 24, 2008     $ 865.00       Dec 31, 2008 (2)
Three months to March 31, 2009
  $ 908.41     $ 989.00       Feb 20, 2009     $ 810.00       Jan 15, 2009     $ 916.50       Mar 31, 2009  
Three months to June 30, 2009
  $ 922.18     $ 981.75       Jun 01, 2009     $ 870.25       Apr 06, 2009     $ 934.50       Jun 30, 2009  
Three months to September 30, 2009
  $ 960.00     $ 1,018.50       Sep 17, 2009     $ 908.50       Jul 13, 2009     $ 995.75       Sep 30, 2009  
Three months to December 31, 2009
  $ 1,099.77 (3)   $ 1,212.50       Dec 02, 2009     $ 1,003.50       Oct 02, 2009     $ 1,104.00       Dec 31, 2009(2 )
Three months to March 31, 2010
  $ 1,109.12     $ 1,153.00       Jan 11, 2010     $ 1,058.00       Feb 05, 2010     $ 1,115.50       Mar 31, 2010  
Three months to June 30, 2010
  $  1,196.74     $ 1,261.00       Jun 28, 2010     $  1,123.50       Apr 01, 2010     $  1,244.00       Jun 30, 2010  
Three month to September 30, 2010
  $ 1,226.75     $ 1,307.50       Sep 29, 2010     $ 1,157.00       Jul 28, 2010     $ 1,307.00       Sep 30, 2010  
Three months to December 31, 2010
  $ 1,367.68 (3)   $ 1,421.00       Nov 09, 2010     $ 1,313.50       Oct 04, 2010     $ 1,410.25       Dec 31, 2010 (2)
Three months to March 31, 2011
  $ 1,386.27     $ 1,447.00       Mar 24, 2011     $ 1,319.00       Jan 28, 2011     $ 1,439.00       Mar 31, 2011  
Three months to June 30, 2011
  $ 1,506.13     $ 1,552.50       Jun 22, 2011     $ 1,418.00       Apr 01, 2011     $ 1,505.50       Jun 30, 2011  
Three months to September 30, 2011
  $ 1,702.12     $ 1,895.00       Sep 05, 2011     $ 1,483.00       Jul 01, 2011     $ 1,620.00       Sep 30, 2011  
 
 
Twelve months ended September 30, 2009
  $ 896.68     $  1,018.50       Sep 17, 2009     $ 712.50       Oct 24, 2008     $ 995.75       Sep 30, 2009  
Twelve months ended September 30, 2010
  $ 1,158.10     $ 1,307.50       Sep 29, 2010     $ 1,003.50       Oct 02, 2009     $ 1,307.00       Sep 30, 2010  
Twelve months ended September 30, 2011
  $ 1,491.55     $ 1,895.00       Sep 05, 2011     $ 1,313.50       Oct 04, 2011     $ 1,620.00       Sep 30, 2011  
 
 
November 12, 2004 (the inception of the Trust) to September 30, 2011
  $ 875.09     $ 1,895.00       Sep 05, 2011     $ 411.10       Feb 08, 2005     $ 1,620.00       Sep 30, 2011  
 
 


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(1) The end of period gold price is the London PM fix on the last business day of the period. This is in accordance with the Trust Indenture and the basis used for calculating the Net Asset Value of the Trust.
 
(2) There was no London PM fix on December 31, 2008, 2009 and 2010. The London AM fix on the last business day of each of these years was $865.00, $1,104.00 and $1,410.25 respectively. The Net Asset Value of the Trust on December 31, 2007, 2008 and 2009 was calculated using the London AM fix, in accordance with the Trust Indenture.
 
(3) There was no London PM fix for both December 24th and December 31st for the periods ended 2008, 2009 and 2010. For comparative purposes, the average was calculated using the London AM fix for those business days. Accordingly, the Net Asset Value of the Trust for December 24th and December 31st for the periods ended 2008, 2009 and 2010 was calculated using the London AM fix.


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Item 7A.   Quantitative and Qualitative Disclosures about Market Risk
 
The Trust Indenture does not authorize the Trustee to borrow for payment of the Trust’s ordinary expenses. The Trust does not engage in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related market risk. The Trust invests in no derivative financial instruments and has no foreign operations or long-term debt instruments.
 
Item 8.   Financial Statements and Supplementary Data
 
Quarterly Information
 
Fiscal Period Ended September 30, 2011
 
                                         
(Amounts in 000’s of US$ except for share and
  Three Months Ended     Year Ended
 
per share data)   Dec-31, 2010     Mar-31, 2011     Jun-30, 2011     Sep-30, 2011     Sep-30, 2011  
 
REVENUES
                                       
Proceeds from sales of gold
  $ 56,073     $ 53,427     $ 56,886     $ 64,310     $ 230,696  
Cost of gold sold to pay expenses
    (37,288 )     (36,035 )     (36,240 )     (38,013 )     (147,576 )
                                         
Gain on gold sold to pay expenses
    18,785       17,392       20,646       26,297       83,120  
Gain on gold distributed for the redemption of shares
    1,160,478       1,676,026       1,194,268       3,465,121       7,495,893  
                                         
Total gain/(loss) on gold
    1,179,263       1,693,418       1,214,914       3,491,418       7,579,013  
                                         
                                         
EXPENSES
                                       
Custody fees
    9,346       8,881       9,587       11,240       39,054  
Trustee fees
    504       493       499       504       2,000  
Sponsor fees
    21,458       20,321        21,946       25,792       89,517  
Marketing agent fees
    21,458       20,321       21,946       25,792       89,517  
Other expenses
    4,472       4,172       4,546       5,454       18,644  
                                         
                                         
Total expenses
    57,238       54,188       58,524       68,782       238,732  
                                         
                                         
Net gain/(loss) from operations
  $ 1,122,025     $ 1,639,230     $ 1,156,390     $ 3,422,636     $ 7,340,281  
                                         
                                         
Net gain/(loss) per share
  $ 2.64     $ 4.04     $ 2.89     $ 8.32     $ 17.87  
                                         
                                         
Weighted average number of shares (000’s)
    425,404       406,074       399,736       411,484       410,730  
                                         


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Fiscal Period Ended September 30, 2010
 
                                         
(Amounts in 000’s of US$ except for share and
  Three Months Ended     Year Ended
 
per share data)   Dec-31, 2009     Mar-31, 2010     Jun-30, 2010     Sep-30, 2010     Sep-30, 2010  
 
REVENUES
                                       
Proceeds from sales of gold
  $ 37,288     $ 37,685     $ 42,780     $ 52,845     $ 170,598  
Cost of gold sold to pay expenses
    (27,348 )     (27,664 )     (30,894 )     (38,858 )     (124,764 )
                                         
Gain on gold sold to pay expenses
    9,940       10,021       11,886       13,987       45,834  
Gain on gold distributed for the redemption of shares
    245,452       315,102       53,934       724,932       1,339,420  
                                         
Total gain/(loss) on gold
    255,392       325,123       65,820       738,919       1,385,254  
                                         
                                         
EXPENSES
                                       
Custody fees
    6,544       6,452       7,612       8,422       29,030  
Trustee fees
    504       493       499       504       2,000  
Sponsor fees
    14,833       14,606       17,461       19,349       66,249  
Marketing agent fees
    14,833       14,606       17,461       19,349       66,249  
Other expenses
    3,024       2,959       3,622       3,989       13,594  
                                         
                                         
Total expenses
    39,738       39,116       46,655       51,613       177,122  
                                         
                                         
Net gain/(loss) from operations
  $ 215,654     $ 286,007     $ 19,165     $ 687,306     $ 1,208,132  
                                         
                                         
Net gain/(loss) per share
  $ 0.59     $ 0.78     $ 0.05     $ 1.61     $ 3.10  
                                         
                                         
Weighted average number of shares (000’s)
    365,974       365,749       400,502       427,237       389,968  
                                         
 
See Index to Financial Statements on page F-1 for a list of the financial statements being filed therein.
 
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 
There have been no changes in accountants and no disagreements with accountants on any matter of accounting principles or practices or financial statement disclosures during the year ended September 30, 2011.
 
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 Managing Director (principal executive officer) and Chief Financial Officer of the Sponsor, and to the audit committee of the Sponsor’s parent, as appropriate, to allow timely decisions regarding required disclosure
 
Under the supervision and with the participation of the Managing Director and the Chief Financial Officer of the Sponsor, the Sponsor conducted an evaluation of the Trusts disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based on this evaluation, the Managing Director and the Chief Financial Officer of the Sponsor concluded that, as of September 30, 2011, the Trust’s disclosure controls and procedures were effective.


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There was no change in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter ended September 30, 2011 that has materially affected, or is reasonably likely to materially affect, these internal controls.
 
Management’s Report on Internal Control over Financial Reporting
 
The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
The Managing Director and Chief Financial Officer of the Sponsor assessed the effectiveness of the Trust’s internal control over financial reporting as of September 30, 2011. 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. Their assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on their assessment and those criteria, the Managing Director and Chief Financial Officer of the Sponsor concluded that the Trust maintained effective internal control over financial reporting as of September 30, 2011.
 
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, 2011 included in this Form 10-K, as stated in their report which is included herein, issued an attestation report on the effectiveness of the Trust’s internal control over financial reporting as of September 30, 2011.
 
November 22, 2011
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor, Trustee and the Unitholders of the
SPDR® Gold Trust
New York, New York
 
We have audited SPDR® Gold Trust’s (the “Trust”) internal control over financial reporting as of September 30, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The management of the Trust’s Sponsor is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain


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reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’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. A company’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 company; (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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’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 the effectiveness of the internal control over financial reporting 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.
 
In our opinion, the SPDR® Gold Trust maintained, in all material respects, effective internal control over financial reporting as of September 30, 2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statement of condition of the SPDR® Gold Trust as of September 30, 2011 and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year then ended and our report dated November 22, 2011 expressed an unqualified opinion on those financial statements.
 
/s/  KPMG LLP
 
New York, New York
November 22, 2011
 
Item 9B.   Other Information
 
Not applicable.


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PART III
 
Item 10.   Directors, Executive Officers and Corporate Governance
 
Not applicable.
 
Item 11.   Executive Compensation
 
Not applicable.
 
Item 12.   Security Ownership of Certain Beneficial Owners and Management
 
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 Accountant Fees and Services
 
Fees for services performed by KPMG LLP for the year ended September 30, 2011 and Deloitte & Touche LLP for the year ended September 30, 2010 were:
 
                 
    Years Ended September 30  
    2011     2010  
 
Audit fees
  $ 250,000     $ 240,000  
Audit-related fees
    200,952       208,000  
                 
Total
  $ 450,952     $ 448,000  
                 
 
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 are made by the Sponsor and the audit committee of World Gold Council.


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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
   
No.   Description
 
4.1
  Trust Indenture dated November 12, 2004, is incorporated by reference to Exhibit 4.1 filed with Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007.
4.1.1
  Amendment No. 1 to Trust Indenture dated November 26, 2007, is incorporated by reference to Exhibit 4.1 filed with the Registrant’s Current Report on Form 8-K filed on December 13, 2007.
4.1.2
  Amendment No. 2 to Trust Indenture dated May 20, 2008, is incorporated by reference to Exhibit 4.1.2 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008.
4.1.3
  Amendment No. 3 to Trust Indenture dated June 1, 2011, is incorporated by reference to Exhibit 4.1 filed with the Registrant’s Current Report on Form 8-K filed on June 1, 2011.
4.2
  Form of Participant Agreement is incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1, File No. 333-105202 filed on November 8, 2004.
4.2.1
  Amendment No. 1 to Participant Agreements, is incorporated by reference to Exhibit 4.2 filed with the Registrant’s Current Report on Form 8-K filed on December 13, 2007.
4.2.2
  Amendment No. 2 to Participant Agreements dated May 20, 2008, is incorporated by reference to Exhibit 4.2.2 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008.
4.3
  Sponsor Payment and Reimbursement Agreement dated November 12, 2004, is incorporated by reference to Exhibit 4.3 filed with Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007.
10.1
  First Amended and Restated Allocated Bullion Account Agreement dated June 1, 2011, is incorporated by reference to Exhibit 10.1 filed with the Registrant’s Current Report on Form 8-K filed on June 1, 2011.
10.2
  First Amended and Restated Unallocated Bullion Account Agreement dated June 1, 2011, is incorporated by reference to Exhibit 10.2 filed with the Registrant’s Current Report on Form 8-K filed on June 1, 2011.
10.3
  Form of Participant Unallocated Bullion Account Agreement (included as Attachment B to the Form of Participant Agreement filed as Exhibit 4.2) is incorporated by reference to Exhibit 4.2 filed with the Registrant’s Registration Statement on Form S-1, File No. 333-105202 filed on November 8, 2004.
10.3.1
  Form of Amendment No. 1 to Participant Unallocated Bullion Account Agreement dated November 26, 2007, is incorporated by reference to Exhibit 10.3.1 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008.
10.3.2
  Form of Amendment No. 2 to Participant Unallocated Bullion Account Agreement, is incorporated by reference to Exhibit 10.3.1 filed with the Registrant’s Registration Statement on Form S-3, File No. 333-151056, filed on May 20, 2008.
10.4
  Depository Agreement dated November 11, 2004, is incorporated by reference to Exhibit 10.4 filed with Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 filed on October 10, 2008.


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Exhibit
   
No.   Description
 
10.5
  License Agreement is incorporated by reference to Exhibit 10.5 filed with the Registrant’s Registration Statement on Form S-1, File No. 333-105202 filed on September 26, 2003.
10.6
  Marketing Agent Agreement dated November 16, 2004, is incorporated by reference to Exhibit 10.6 filed with Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 filed on October 10, 2008.
10.6.1
  Amendment No. 2 to Marketing Agent Agreement, is incorporated by reference to Exhibit 10.6 filed with the Registrant’s Current Report on Form 8-K filed on December 13, 2007.
10.6.2
  Amendment No. 3 to Marketing Agent Agreement dated May 20, 2008, is incorporated by reference to Exhibit 10.6.2 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008.
10.6.3
  Amendment No. 4 to Marketing Agent Agreement dated November 9, 2011, is incorporated by reference to Exhibit 10.6 filed with the Registrant’s Current Report on Form 8-K filed on November 9, 2011.
10.8
  WGC/WGTS License Agreement dated November 16, 2004, is incorporated by reference to Exhibit 10.8 filed with Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 filed on October 10, 2008.
10.8.1
  Amendment No. 1 to WGC/WGTS License Agreement dated May 20, 2008, is incorporated by reference to Exhibit 10.8.1 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008.
10.10
  Marketing Agent Reimbursement Agreement dated November 16, 2004, is incorporated by reference to Exhibit 10.10 filed with Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 filed on October 10, 2008.
10.11
  Amendment No. 1 dated December 5, 2005 to the Allocated Bullion Account Agreement, is incorporated by reference to Exhibit 10.11 filed with Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 filed on October 10, 2008.
10.12
  SPDR Sublicense Agreement dated May 20, 2008, is incorporated by reference to Exhibit 10.12 filed with the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008.
23.1
  Consent of KPMG LLP
23.2
  Consent of Deloitte & Touche LLP
23.3
  Consent of Carter Ledyard & Milburn LLP
31.1
  Certification of Chief 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 Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1
  Certification of Principal Executive Officer Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
32.2
  Certification of Principal Financial Officer Pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002
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
 
 
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,

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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.

51


 

SPDR® GOLD TRUST
 
FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2008
 
INDEX
         
    Page
 
 
    F-2  
    F-4  
       
    F-5  
       
    F-6  
       
    F-7  
    F-8  


F-1


Table of Contents

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor, Trustee and the Unitholders of the
SPDR® Gold Trust
New York, New York
 
We have audited the accompanying statement of condition of the SPDR® Gold Trust (the “Trust”) as of September 30, 2011, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the management of the Trust’s Sponsor. Our responsibility is to express an opinion on these financial statements based on our audit. The statement of condition for the year ended September 30, 2010 and the related statements of operations, changes in shareholders’ deficit and cash flows for each of the years in the two-year period ended September 30, 2010 were audited by other independent registered public accountants whose report thereon, dated November 22, 2010, expressed an unqualified opinion on those financial statements.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of SPDR® Gold Trust as of September 30, 2011, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the SPDR® Gold Trust’s internal control over financial reporting as of September 30, 2011, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 22, 2011 expressed an unqualified opinion on the Trust’s internal control over financial reporting.
 
/s/  KPMG LLP
 
New York, New York
November 22, 2011


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Sponsor, Trustee and the Unitholders of the
SPDR® Gold Trust
New York, New York
 
We have audited the accompanying statement of condition of the SPDR® Gold Trust (the “Trust”) as of September 30, 2010, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the years ended September 30, 2010 and 2009. These financial statements are the responsibility of the management of the Trust’s Sponsor. Our responsibility is to express an opinion on the financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such financial statements present fairly, in all material respects, the financial position of the Trust as of September 30, 2010 and the results of its operations and its cash flows for the years ended September 30, 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America.
 
/s/  Deloitte & Touche LLP
 
New York, New York
November 22, 2010


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SPDR® GOLD TRUST
 
Statements of Condition
 
at September 30, 2011 and 2010
 
                 
    Sept 30,
    Sept 30,
 
(Amounts in 000’s of US$ except for share data)   2011     2010  
 
ASSETS
               
Investment in gold, at cost(1)
  $ 42,736,696     $ 37,736,064  
Gold receivable
          255,409  
                 
Total Assets
  $ 42,736,696     $ 37,991,473  
                 
                 
LIABILITIES                
Gold payable
  $ 520,297     $ 76,622  
Accounts payable to related parties
    21,500       16,065  
Accounts payable
    4,201       2,192  
Accrued expenses
    1,017       425  
                 
Total Liabilities
    547,015       95,304  
                 
Redeemable Shares:
               
Shares at redemption value to investors(2)
    64,137,833       54,809,779  
                 
Shareholders’ Deficit
    (21,948,152 )     (16,913,610 )
                 
                 
Total Liabilities, Redeemable Shares & Shareholders’ Deficit
  $ 42,736,696     $ 37,991,473  
                 
 
 
(1) The market value of Investment in Gold at September 30, 2011 is $64,684,848 and at September 30, 2010 is $54,649,674.
 
(2) Authorized share capital is unlimited and shares par value is $0.00. Shares issued and outstanding at September 30, 2011 is 406,800,000 and at September 30, 2010 is 429,200,000.
 
See notes to the financial statements.


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SPDR® GOLD TRUST
 
Statements of Operations
 
For the years ended September 30, 2011, 2010 and 2009
 
                         
    Year ended
    Year ended
    Year ended
 
(Amounts in 000’s of US$ except for share and per share data)   Sept 30, 2011     Sept 30, 2010     Sept 30, 2009  
 
REVENUES
                       
Proceeds from sales of gold
  $ 230,696     $ 170,598     $ 108,235  
Cost of gold sold to pay expenses
    (147,576 )     (124,764 )     (93,494 )
                         
Gain on gold sold to pay expenses
    83,120       45,834       14,741  
Gain on gold distributed for the redemption of shares
    7,495,893       1,339,420       493,732  
                         
Total gain/(loss) on gold
    7,579,013       1,385,254       508,473  
                         
                         
EXPENSES
                       
Custody fees
    39,054       29,030       18,863  
Trustee fees
    2,000       2,000       2,000  
Sponsor fees
    89,517       66,249       41,946  
Marketing agent fees
    89,517       66,249       41,946  
Other expenses
    18,644       13,594       8,855  
                         
Total expenses
    238,732       177,122       113,610  
                         
                         
Net gain/(loss) from operations
  $ 7,340,281     $ 1,208,132     $ 394,863  
                         
                         
Net gain/(loss) per share
  $ 17.87     $ 3.10     $ 1.24  
                         
                         
Weighted average number of shares (000’s)
    410,730       389,968       319,348  
                         
 
See notes to the financial statements.


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SPDR® GOLD TRUST
 
Statements of Cash Flow
 
For the years ended September 30, 2011, 2010 and 2009
 
                         
    Year ended
    Year ended
    Year ended
 
(Amounts in 000’s of US$)   Sept 30, 2011     Sept 30, 2010     Sept 30, 2009  
 
INCREASE/DECREASE IN CASH FROM OPERATIONS:
                       
Cash proceeds received from sales of gold
  $ 230,696     $ 170,598     $ 108,235  
Cash expenses paid
    (230,696 )     (170,598 )     (108,235 )
                         
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
  $ 17,521,097     $ 12,968,179     $ 14,369,479  
                         
Value of gold distributed for redemption of shares – net of gold payable
  $ 12,729,649     $ 3,631,238     $ 3,588,054  
                         
 
                         
    Year ended
    Year ended
    Year ended
 
(Amounts in 000’s of US$)   Sept 30, 2011     Sept 30, 2010     Sept 30, 2009  
 
RECONCILIATION OF NET GAIN/(LOSS) FROM OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
                       
Net gain/(loss) from operations
  $ 7,340,281     $ 1,208,132     $ 394,863  
Adjustments to reconcile net gain to net cash provided by operating activities
                       
Increase in investment in gold
    (5,000,632 )     (9,272,395 )     (11,585,115 )
(Increase)/decrease in gold receivable
    255,409       (216,341 )     858,116  
Increase in gold payable
    443,675       76,622        
Increase in liabilities
    8,036       6,525       5,375  
Increase/(decrease) in redeemable shares
                       
Creations
    17,521,097       13,221,048       14,408,547  
Redemptions
    (20,567,866 )     (5,023,591 )     (4,081,786 )
                         
Net cash provided by operating activities
  $     $     $  
                         
 
See notes to the financial statements.


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SPDR® GOLD TRUST
 
Statements of Changes in Shareholders’ Deficit
 
For the years ended September 30, 2011, 2010 and 2009
 
                         
    Sept 30,
    Sept 30,
    Sept 30,
 
(Amounts in 000’s of US$)   2011     2010     2009  
 
Shareholders’ deficit – opening balance
  $ (16,913,610 )   $ (6,563,463 )   $ (3,702,128 )
Net gain/(loss) from operations
    7,340,281       1,208,132       394,863  
Adjustment of redeemable shares to redemption value
    (12,374,823 )     (11,558,279 )     (3,256,198 )
                         
Shareholders’ deficit – closing balance
  $ (21,948,152 )   $ (16,913,610 )   $ (6,563,463 )
                         
 
See notes to the financial statements.


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SPDR® GOLD TRUST
 
Notes to the Financial Statements
 
1  Organization
 
The SPDR® Gold Trust (the “Trust”) is an investment trust formed on November 12, 2004 (Date of Inception) under New York law pursuant to a trust indenture. The fiscal year end for the Trust is September 30th. The Trust holds gold and is expected from time to time to issue shares (“Shares”) (in minimum denominations of 100,000, also referred to as “Baskets”) in exchange for deposits of gold and to distribute gold in connection with redemption of Baskets. The investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trust’s expenses.
 
2  Significant accounting policies
 
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires those responsible for preparing financial statements to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Trust.
 
2.1  Valuation of Gold
 
Gold is held by the Custodian on behalf of the Trust and is valued, for financial statement purposes, at the lower of cost or market. The cost of gold is determined according to the average cost method and the market value is based on the London fix used to determine the Net Asset Value of the Trust. Realized gains and losses on sales of gold, or gold distributed for the redemption of shares, are calculated on a trade date basis using average cost.
 
The table below summarizes the impact of unrealized gains on the Trust’s gold holdings as of September 30, 2011 and 2010:
 
                 
    Sept 30,
    Sept 30,
 
(Amounts in 000’s of US$)   2011     2010  
 
Investment in gold – cost
  $ 42,736,696     $ 37,736,064  
Unrealized gain on investment in gold
    21,948,152       16,913,610  
                 
Investment in gold – market value
  $ 64,684,848     $ 54,649,674  
                 
 
The Trust recognizes the diminution in value of the investment in gold which arises from market declines on an interim basis. Increases in the value of the same investment in gold in later interim periods through market price recoveries are recognized in the later interim period. Increases in value recognized on an interim basis do not exceed the previously recognized diminution in value.
 
2.2  Gold receivable
 
Gold receivable, when recorded, represents the quantity of gold covered by contractually binding orders for the creation of shares where the gold has not yet been transferred to the Trust’s account. Generally, ownership of the gold is transferred within three days of trade date.
 
                 
    Sept 30,
    Sept 30,
 
(Amounts in 000’s of US$)   2011     2010  
 
Gold receivable
  $     $ 255,409  


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SPDR® GOLD TRUST
 
Notes to the Financial Statements
 
 
2.3  Gold Payable
 
Gold payable represents the quantity of gold covered by contractually binding orders for the redemption of shares where the gold has not yet been transferred out of the Trust’s account. Generally, ownership of the gold is transferred within three days of the trade date.
 
                 
    Sept 30,
  Sept 30,
(Amounts in 000’s of US$)   2011   2010
 
Gold payable
  $ 520,297     $ 76,622  
 
2.4  Creations and Redemptions of Shares
 
The Trust creates and redeems Shares from time to time, but only in one or more Baskets (a Basket equals a block of 100,000 Shares). The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of gold and any cash represented by the Baskets being created or redeemed, the amount of which will be based on the combined net asset value of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.
 
As the Shares of the Trust are redeemable at the option of the Authorized Participants only in Baskets, the Trust has classified the Shares as Redeemable Shares on the Statements of Condition. The Trust records the redemption value, which represents its maximum obligation, as Redeemable Shares with the difference from cost as an offsetting amount to Shareholders’ Equity. Changes in the Shares for the years ended September 30, 2011, 2010 and 2009 are as follows:
 
                         
    Sept 30,
    Sept 30,
    Sept 30,
 
(Amounts in 000’s)   2011     2010     2009  
 
Number of Redeemable Shares:
                       
Opening balance
    429,200       358,900       246,500  
Creations
    115,600       114,000       159,000  
Redemptions
    (138,000 )     (43,700 )     (46,600 )
                         
Closing balance
    406,800       429,200       358,900  
                         
 
                         
    Sept 30,
    Sept 30,
    Sept 30,
 
(Amounts in 000’s of US$ except for per share data)   2011     2010     2009  
 
Redeemable Shares:
                       
Opening balance
  $ 54,809,779     $ 35,054,043     $ 21,471,084  
Creations
    17,521,097       13,221,048       14,408,547  
Redemptions
    (20,567,866 )     (5,023,591 )     (4,081,786 )
Adjustment to redemption value
    12,374,823       11,558,279       3,256,198  
                         
Closing balance
  $ 64,137,833     $ 54,809,779     $ 35,054,043  
                         
Redemption value per redeemable share at period end
  $ 157.66     $ 127.70     $ 97.67  
                         
 
Net gain/(loss) per share represents basic net gain/(loss) per share because there are no dilutive equity instruments authorized or outstanding.
 
2.5  Revenue Recognition Policy
 
The Trustee will at the direction of the Sponsor or in its own discretion sell the Trust’s gold as necessary to pay the Trust’s expenses. When selling gold to pay expenses, the Trustee will endeavor to sell the smallest


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SPDR® GOLD TRUST
 
Notes to the Financial Statements
 

2.5  Revenue Recognition Policy — (continued)
 
amounts of gold needed to pay expenses in order to minimize the Trust’s holdings of assets other than gold. Unless otherwise directed by the Sponsor, when selling gold the Trustee will endeavor to sell at the price established by the London PM fix. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to receive the most favorable price and execution of orders. The Custodian may be the purchaser of such gold only if the sale transaction is made at the next London gold price fix (either AM or PM) following the sale order. A gain or loss is recognized based on the difference between the selling price and the average cost of the gold sold.
 
2.6  Income Taxes
 
The Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself will not be subject to U.S. federal income tax. Instead, the Trust’s income and expenses will “flow through” to the Shareholders, and the Trustee will report the Trust’s proceeds, income, deductions, gains, and losses to the Internal Revenue Service on that basis.
 
3  Investment in Gold
 
The following represents the changes in ounces of gold and the respective values for the years ended September 30, 2011, 2010 and 2009:
 
                         
    Sept 30,
    Sept 30,
    Sept 30,
 
(Ounces of gold are in 000’s and value of gold is in 000’s of US$)   2011     2010     2009  
 
Ounces of Gold:
                       
Opening balance
    41,813.1       35,176.6       23,268.2  
Creations (excluding gold receivable at September 30, 2011 – 0, at September 30, 2010 – 195.4 and at September 30, 2009 – 39.2)
    11,463.0       11,001.2       16,607.2  
Redemptions (excluding gold payable at September 30, 2011 – 321.2, at September 30, 2010 – 58.6 and at September 30, 2009 – nil)
    (13,192.2 )     (4,218.0 )     (4,578.9 )
Sales of gold
    (155.0 )     (146.7 )     (119.9 )
                         
Closing balance
    39,928.9       41,813.1       35,176.6  
                         
                         
Investment in Gold (lower of cost or market):
                       
Opening balance
  $ 37,736,064     $ 28,463,669     $ 16,878,554  
Creations (excluding gold receivable at September 30, 2011 – $0, at September 30, 2010 – $255,409 and at September 30, 2009 - $39,068)
    17,776,506       13,004,707       15,266,663  
Redemptions (excluding gold payable at September 30, 2011 – $520,297, at September 30, 2010 – $76,622 and at September 30, 2009 – nil)
    (12,628,298 )     (3,607,548 )     (3,588,054 )
Sales of gold
    (147,576 )     (124,764 )     (93,494 )
                         
Closing balance
  $ 42,736,696     $ 37,736,064     $ 28,463,669  
                         


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SPDR® GOLD TRUST
 
Notes to the Financial Statements
 
 
4  Quarterly Statements of Operations
 
                                         
    Three Months Ended     Year to
 
(Amounts in 000’s of US$ except for share and per share data)   Dec-31, 2010     Mar-31, 2011     Jun-30, 2011     Sep-30, 2011     Sep-30, 2011  
 
REVENUES
                                       
Proceeds from sales of gold
  $ 56,073     $ 53,427     $ 56,886     $ 64,310     $ 230,696  
Cost of gold sold to pay expenses
    (37,288 )     (36,035 )     (36,240 )     (38,013 )     (147,576 )
                                         
Gain on gold sold to pay expenses
    18,785       17,392       20,646       26,297       83,120  
Gain on gold distributed for the redemption of shares
    1,160,478       1,676,026       1,194,268       3,465,121       7,495,893  
                                         
Total gain/(loss) on gold
    1,179,263       1,693,418       1,214,914       3,491,418       7,579,013  
                                         
                                         
EXPENSES
                                       
Custody fees
    9,346       8,881       9,587       11,240       39,054  
Trustee fees
    504       493       499       504       2,000  
Sponsor fees
    21,458       20,321       21,946       25,792       89,517  
Marketing agent fees
    21,458       20,321       21,946       25,792       89,517  
Other expenses
    4,472       4,172       4,546       5,454       18,644  
                                         
Total expenses
    57,238       54,188       58,524       68,782       238,732  
                                         
                                         
Net gain/(loss) from operations
  $ 1,122,025     $ 1,639,230     $ 1,156,390     $ 3,422,636     $ 7,340,281  
                                         
                                         
Net gain/(loss) per share
  $ 2.64     $ 4.04     $ 2.89     $ 8.32     $ 17.87  
                                         
                                         
Weighted average number of shares (000’s)
    425,404       406,074       399,736       411,484       410,730  
                                         
 


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SPDR® GOLD TRUST
 
Notes to the Financial Statements
 

4  Quarterly Statements of Operations (continued)
 
                                         
    Three Months Ended     Year to
 
(Amounts in 000’s of US$ except for share and per share data)   Dec-31, 2009     Mar-31, 2010     Jun-30, 2010     Sep-30, 2010     Sep-30, 2010  
 
REVENUES
                                       
Proceeds from sales of gold
  $ 37,288     $ 37,685     $ 42,780     $ 52,845     $ 170,598  
Cost of gold sold to pay expenses
    (27,348 )     (27,664 )     (30,894 )     (38,858 )     (124,764 )
                                         
Gain on gold sold to pay expenses
    9,940       10,021       11,886       13,987       45,834  
Gain on gold distributed for the redemption of shares
    245,452       315,102       53,934       724,932       1,339,420  
                                         
Total gain/(loss) on gold
    255,392       325,123       65,820       738,919       1,385,254  
                                         
                                         
EXPENSES
                                       
Custody fees
    6,544       6,452       7,612       8,422       29,030  
Trustee fees
    504       493       499       504       2,000  
Sponsor fees
    14,833       14,606       17,461       19,349       66,249  
Marketing agent fees
    14,833       14,606       17,461       19,349       66,249  
Other expenses
    3,024       2,959       3,622       3,989       13,594  
                                         
Total expenses
    39,738       39,116       46,655       51,613       177,122  
                                         
                                         
Net gain/(loss) from operations
  $ 215,654     $ 286,007     $ 19,165     $ 687,306     $ 1,208,132  
                                         
                                         
Net gain/(loss) per share
  $ 0.59     $ 0.78     $ 0.05     $ 1.61     $ 3.10  
                                         
                                         
Weighted average number of shares (000’s)
    365,974       365,749       400,502       427,237       389,968  
                                         
 
5  Related Parties - Sponsor, Trustee, Custodian and Marketing Agent Fees
 
Fees are paid to the Sponsor as compensation for services performed under the Trust Indenture and for services performed in connection with maintaining the Trust’s website and marketing the Shares. The Sponsor’s fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.15% of the adjusted net asset value (“ANAV”) of the Trust, subject to reduction as described below. The Sponsor will receive reimbursement from the Trust for all of its disbursements and expenses incurred in connection with the Trust.
 
Fees are paid to the Trustee as compensation for services performed under the Trust Indenture. The Trustee’s fee is payable monthly in arrears and is accrued daily at an annual rate equal to 0.02% of the ANAV of the Trust, subject to a minimum fee of $500,000 and a maximum fee of $2 million per year. The Trustee’s fee is subject to modification as determined by the Trustee and the Sponsor in good faith to account for significant changes in the Trust’s administration or the Trustee’s duties. The Trustee will charge the Trust for its expenses and disbursements incurred in connection with the Trust (including the expenses of the Custodian paid by the Trustee), exclusive of fees of agents for services to be performed by the Trustee, and for any extraordinary services performed by the Trustee for the Trust.
 
Affiliates of the Trustee may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.

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SPDR® GOLD TRUST
 
Notes to the Financial Statements
 

5  Related Parties - Sponsor, Trustee, Custodian and Marketing Agent Fees (continued)
 
Fees are paid to the Custodian under the Allocated Bullion Account Agreement as compensation for its custody services. Under the Allocated Bullion Account Agreement, the Custodian is entitled to a fee that is accrued daily at an annual rate equal to 0.10% of the average daily aggregate value of the first 4.5 million ounces of gold held in the Trust’s allocated gold account (Trust Allocated Account) and the Trust’s unallocated gold account (Trust Unallocated Account) and 0.06% of the average daily aggregate value of all gold held in the Trust Allocated Account and the Trust Unallocated Account in excess of 4.5 million ounces, payable in monthly installments in arrears. The Custodian does not receive a fee under the Unallocated Bullion Account Agreement.
 
The Custodian and its affiliates may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
 
Fees are paid to the marketing agent for the Trust, State Street Global Markets, LLC (the “Marketing Agent”) by the Trustee from the assets of the Trust as compensation for services performed pursuant to the agreement between the Sponsor and the Marketing Agent (Marketing Agent Agreement). The Marketing Agent’s fee is payable monthly, in arrears, and is accrued daily at an annual rate equal to 0.15% of the ANAV of the Trust, subject to reduction as described below.
 
The Marketing Agent and its affiliates may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion.
 
Under the Marketing Agent Agreement, as amended, if at the end of any month, the estimated ordinary expenses of the Trust exceed an amount equal to 0.40% per year of the daily ANAV of the Trust for such month, the Sponsor and the Marketing Agent will waive the amount of such excess from the fees payable to them from the assets of the Trust for such month in equal shares up to the amount of their fees. Investors should be aware that, based on current expenses, if the gross value of the Trust assets is less than approximately $1.2 billion, the ordinary expenses of the Trust will be accrued at a rate greater than 0.40% per year of the daily ANAV of the Trust, even after the Sponsor and the Marketing Agent have completely waived their combined fees of 0.30% per year of the daily ANAV of the Trust. This amount is based on the estimated ordinary expenses of the Trust and may be higher if the Trust’s actual ordinary expenses exceed those estimates. Additionally, if the Trust incurs unforeseen expenses that cause the total ordinary expenses of the Trust to exceed 0.70% per year of the daily ANAV of the Trust, the ordinary expenses will accrue at a rate greater than 0.40% per year of the daily ANAV of the Trust, even after the Sponsor and the Marketing Agent have completely waived their combined fees of 0.30% per year of the daily ANAV of the Trust.
 
For the years ended September 30, 2011, 2010 and 2009 the fees payable to the Sponsor and the Marketing Agent from the assets of the Trust were each reduced by $6,865, $175,823 and $657,248 respectively.
 
Amounts Payable to Related Parties
 
                 
    Sept 30,
    Sept 30,
 
(Amounts in 000’s of US$)   2011     2010  
 
Payable to custodian
  $ 3,816     $ 2,841  
Payable to trustee
    164       164  
Payable to sponsor
    8,760       6,530  
Payable to marketing agent
    8,760       6,530  
                 
Accounts payable to related parties
  $ 21,500     $ 16,065  
                 


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SPDR® GOLD TRUST
 
Notes to the Financial Statements
 
 
6  Concentration of Risk
 
The Trust’s sole business activity is the investment in gold. Several factors could affect the price of gold: (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; and (vi) global or regional political, economic or financial events and situations. In addition, 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 affect on the Trust’s financial position and results of operations.
 
7  Indemnification
 
The Sponsor and its shareholders, members, directors, officers, employees, affiliates and subsidiaries are indemnified from the Trust and held harmless against certain losses, liabilities or expenses incurred in the performance of its duties under the Trust Indenture without gross negligence, bad faith, willful misconduct, willful malfeasance or reckless disregard of the indemnified party’s obligations and duties under the Trust Indenture. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any claim or liability under the Trust Indenture. Under the Trust Indenture, the Sponsor may be able to seek indemnification from the Trust for payments it makes in connection with the Sponsor’s activities under the Trust Indenture to the extent its conduct does not disqualify it from receiving such indemnification under the terms of the Trust Indenture. The Sponsor will also be indemnified from the Trust and held harmless against any loss, liability or expense arising under the Marketing Agent Agreement or any agreement entered into with an Authorized Participant which provides the procedures for the creation and redemption of Baskets and for the delivery of gold and any cash required for creations and redemptions insofar as such loss, liability or expense arises from any untrue statement or alleged untrue statement of a material fact contained in any written statement provided to the Sponsor by the Trustee. Any amounts payable to the Sponsor are secured by a lien on the Trust.
 
The Sponsor has agreed to indemnify certain parties against certain liabilities and to contribute to payments that such parties may be required to make in respect of those liabilities. The Trustee has agreed to reimburse such parties, solely from and to the extent of the Trust’s assets, for indemnification and contribution amounts due from the Sponsor in respect of such liabilities to the extent the Sponsor has not paid such amounts when due. The Sponsor has agreed that, to the extent the Trustee pays any amount in respect of the reimbursement obligations described in the preceding sentence, the Trustee, for the benefit of the Trust, will be subrogated to and will succeed to the rights of the party so reimbursed against the Sponsor.
 
8.   Subsequent Events
 
The Trust evaluates events subsequent to the end of the Trust’s fiscal year through the date of filing of this Form 10-K.


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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.
 
WORLD GOLD TRUST SERVICES, LLC
Sponsor of the SPDR® Gold Trust
(Registrant)
 
   
/s/  Jason Toussaint
Jason Toussaint
Managing Director
(principal executive officer)
 
   
/s/  Robin Lee
Robin Lee
Chief Financial Officer and Treasurer
(principal financial officer and
principal accounting officer)
 
Date: November 22, 2011
 
* The Registrant is a trust and the persons are signing in their capacities as officers of World Gold Trust Services, LLC, the Sponsor of the Registrant.