GLDSPDR GOLD TRUST
8-K1.019.01

Nov 30, 2022

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GLD 8-K — Smart Summary

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On November 30, 2022, JPMorgan Chase Bank, N.A. and The Bank of New York Mellon (as trustee of the SPDR® Gold Trust) entered into an Allocated Precious Metal Account Agreement and an Unallocated Precious Metal Account Agreement, adding JPM as a second custodian of the Trust's gold alongside HSBC Bank plc, effective December 6, 2022. Related amendments were made to the Trust Indenture, Participant Agreements, and Marketing Agent Agreement to accommodate JPM's role.

Item 1.01Entry into a Material Definitive Agreement

Agreements

  • Allocated Precious Metal Account Agreement — JPMorgan Chase Bank, N.A. and The Bank of New York Mellon (solely as trustee of SPDR® Gold Trust); dated November 30, 2022, effective December 6, 2022; JPM to open and maintain allocated gold accounts (loco London named 'SPDR Gold Trust London Allocated Gold Account', loco Zurich named 'SPDR Gold Trust Zurich Allocated Gold Account', and loco New York named 'SPDR Gold Trust New York Allocated Gold Account') for the Trust; gold held at JPM vault premises at 60 Victoria Embankment, London; 1 Chase Manhattan Plaza, New York; and Malca Amit, Kloten, Zurich; sub-custodian limited to Bank of England; terminable by either party on not less than 90 Business Days written notice; governed by English law with New York courts having jurisdiction
  • Unallocated Precious Metal Account Agreement — JPMorgan Chase Bank, N.A. and The Bank of New York Mellon (solely as trustee of SPDR® Gold Trust); dated November 30, 2022, effective December 6, 2022; JPM to open and maintain loco London unallocated gold account ('SPDR Gold Trust London Unallocated Gold Account') on an Unallocated Basis; JPM to continuously allocate any Precious Metal standing to credit of Unallocated Account to the loco London Allocated Account at end of each Business Day; maximum lending facility of 430 fine troy ounces; terminable by either party on not less than 90 Business Days written notice; governed by English law with New York courts having jurisdiction
  • Amendment No. 9 to Trust Indenture — World Gold Trust Services, LLC (Sponsor) and The Bank of New York Mellon (Trustee); dated November 30, 2022, effective December 6, 2022; amends Trust Indenture dated November 12, 2004 to add JPMorgan Chase Bank, N.A. as an Additional Custodian, update definition of 'Participants Custodian' to include LPMCL member gold clearing banks, add new provisions for Sponsor to direct which custodian(s) Participants use for creations/redemptions, and assign Sponsor responsibility for monitoring balances across multiple Trust Allocated Accounts
  • Amendment No. 6 to Participant Agreements — The Bank of New York Mellon (Trustee), World Gold Trust Services, LLC (Sponsor), and authorized participants (Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Goldman Sachs Execution & Clearing, L.P., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Merrill Lynch Professional Clearing Corp., Morgan Stanley & Co. LLC, RBC Capital Markets LLC, UBS Securities LLC, Virtu Americas LLC); dated November 23, 2022, effective December 6, 2022; amends Participant Agreements to include JPM as an additional custodian and supplement creation/redemption procedures; until otherwise notified, all orders to create Baskets shall be placed with JPM and all orders to redeem Baskets shall be placed with HSBC
  • Second Amendment to Amended and Restated Marketing Agent Agreement — World Gold Trust Services, LLC (Sponsor) and State Street Global Advisors Funds Distributors, LLC (Marketing Agent, formerly State Street Global Markets, LLC); dated November 30, 2022, effective December 6, 2022; amends agreement originally dated July 17, 2015 to revise the definition of 'Custodian' to include JPMorgan Chase Bank, N.A.

Conditions

  • Effective Date — All agreements (Allocated Precious Metal Account Agreement, Unallocated Precious Metal Account Agreement, Amendment No. 9 to Trust Indenture, Amendment No. 6 to Participant Agreements, and Second Amendment to Marketing Agent Agreement) become effective as of December 6, 2022
  • Sponsor Succession — Any successor to World Gold Trust Services, LLC as Sponsor shall require prior written approval by JPM, be subject to JPM's internal due diligence and onboarding processes carried out in JPM's absolute discretion, and shall not become the Sponsor until those conditions are completed
  • Sub-Custodian Approval — Any appointment of a Sub-Custodian other than those whose vault premises are listed in the definition of Vault Premises in the Allocated Precious Metal Account Agreement must be approved in writing by the Trustee and the Sponsor; any Sub-Custodian shall be a LBMA member, except for the Governor and the Company of the Bank of England
  • Participant Unallocated Account Requirement — When JPM is the Custodian, the Participant Unallocated Account used by Authorized Participants must be maintained with a gold clearing bank which is a member of London Precious Metals Clearing Limited
  • Sanctions Compliance — The Trustee represents on a continuing basis that neither it nor the Trust is named on any Sanctions List or targeted under any Sanctions; JPM may terminate either custody agreement immediately upon written notice if the Trustee breaches its sanctions representations or if JPM has reasonable grounds to believe a breach has occurred

Financial Impact

  • Transaction Fee — Participants required to pay a nonrefundable per order transaction fee of $2,000 to the Trustee for each creation or redemption of Baskets
  • Suspended Redemption Order Fee — For each day a Redemption Order is held open, the Authorized Participant will be charged by the Trustee the greater of $300 or $30 times the number of Baskets covered by the Suspended Redemption Order
  • Custodial Fees — Fees for JPM's services under both custody agreements are payable by the Sponsor pursuant to a Custodial Fee Letter entered into between JPM and the Sponsor dated on or about the date of the agreements; fees are inclusive of storage and insurance of Precious Metal and any fees and expenses of Sub-Custodians; specific fee amounts are not disclosed in the filing
  • Default Interest — Rate applicable on unpaid amounts is 1% above the Secured Overnight Financing Rate (SOFR) for the currency in which the amount is due, accruing daily on a compound basis with monthly resets
  • Gold Lending Facility — Maximum amount JPM will lend to the Unallocated Account is 430 fine troy ounces of Precious Metal; no fees, interest or costs charged to the Trust or Sponsor in connection with such lending unless otherwise agreed in the Custodial Fee Letter
  • No Interest on Credit Balances — No interest or other amount will be paid by JPM on any credit balance on either the Allocated Accounts or the Unallocated Account
  • Liability Cap — JPM's liability under the Allocated Precious Metal Account Agreement will not exceed the aggregate market value of the Account Balances and the account balance of the Unallocated Account at the time of negligence, fraud or wilful misconduct, calculated using the next available price for Precious Metal on the relevant London Precious Metals Markets following the occurrence
§ MORE SUMMARIES

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