July 26, 2013
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jennifer Gowetski
Re: | iShares® Gold Trust - Annual Report on Form 10-K for the Year Ended |
December 31, 2012 |
File No. 001-32418 |
Dear Ms. Gowetski:
Reference is hereby made to your letter dated July 16, 2013, pursuant to which the staff of the Division of Corporation Finance provided comments to the Annual Report on Form 10-K for the year ended December 31, 2012 filed by the iShares® Gold Trust (the Trust) on February 28, 2013. Set forth below are the responses to those comments. For your convenience, the text of each comment is reproduced in italics before our response.
General
1. | We note your disclosure on page 2 that the Trusts gold holdings are identified on the Custodians books as the property of the Trust and held in New York, Toronto, London and other locations that may be authorized in the future. In future Exchange Act reports, please provide greater detail regarding the warehousing of the Trusts gold, including an overview of the controls in place to ensure the gold is safe, the costs of warehousing and whether the gold is insured and by whom. In addition, in future Exchange Act reports, please clarify whether the sponsor and/or trustee have inspection rights and, if so, specifically disclose if those rights were exercised in the reporting period. |
As requested by the staff, the registrants Annual Reports on Form 10-K will include in the future:
| A summary of the provisions of the Custodian Agreement describing the Custodians obligations regarding the safekeeping of the Trusts gold. Unfortunately, the registrant will not be in a position to provide an overview of the controls used by the Custodian to ensure the safety of the Trusts gold, since those controls are proprietary and confidential to the Custodian and could not be disclosed without adversely affecting their efficacy. |
| A summary of the provisions of the Custodian Agreement regarding insurance of the Trusts gold and describing any insurance coverage in effect at the time. |
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| A summary of the provisions of the Custodian Agreement regarding the trustees inspection rights, and whether they were exercised during the period covered by the report. |
The trustee, on behalf of the Trust, has retained an independent third party to perform periodic physical inspections of the Custodians vaults where the Trusts gold is warehoused and posts on the Trusts website the reports summarizing the outcome of such inspections.
Pursuant to the Depositary Trust Agreement governing the business and affairs of the Trust, the cost of warehousing has been assumed by iShares® Delaware Trust Sponsor LLC, the Delaware limited liability company that acts as the sponsor of the Trust (in such capacity, the Sponsor). Accordingly, the actual cost of warehousing paid by the Sponsor to the Custodian is not material to investors in the shares of the Trust and needs not to be included in the registrants future Annual Reports on Form 10-K.
2. | In future Exchange Act reports, please explain how the trustee and/or sponsor are involved in verifying the disclosure of the amount of gold held by the Trust. |
As indicated in the response to comment 1 above, future Annual Reports on Form 10-K will include a description of how the trustee has exercised its inspection rights under the Custodian Agreement.
Item 10. Directors, Executive Officers and Corporate Governance, page 23
3. | We note your disclosure that this item is not applicable. However, for those persons who perform policy making functions typically performed by an executive officer or persons who perform the functions typically performed by a director on behalf of a registrant, in future Exchange Act reports, please provide the information required by Item 401 of Regulation S-K. Refer to Rule 3b-7 under the Exchange Act and Rule 405 of Regulation C. |
As requested by the staff, future Annual Reports on Form 10-K will include the information required by Item 401 of Regulation S-K with respect to any person who, during the period covered by the report, performed with respect to the registrant any policy-making functions typically performed by an executive officer, or any functions typically performed by a director.
* * *
As requested, the Trust hereby acknowledges as follows:
| The Trust is responsible for the adequacy and accuracy of the disclosure in the filing; |
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| Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| The Trust may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please do not hesitate to contact the undersigned at (415) 670-4663 or Marisa Rolland at (415) 670-6416, should you have any further questions.
Sincerely,
iShares Delaware Trust Sponsor LLC,
in its capacity as the sponsor of the Trust
By: | /s/ Jack Gee | |
Name: |
Jack Gee | |
Title: | Chief Financial Officer |
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