EX-99.6 7 d1271421_ex99-6.htm d1271421_ex99-6.htm

Exhibit 99.6
 
 
 
 
 
 
 
INDEPENDENT AUDITORS' REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To Sprott Asset Management LP (the "Manager"), the Trustee and the Unitholders of the Sprott Physical Gold Trust
 
We have audited the accompanying financial statements of Sprott Physical Gold Trust, which comprise the statements of financial position as at December 31, 2011 and 2010, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.
 
Management's responsibility for the financial statements
 
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
 
Auditors' responsibility
 
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
 
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
 
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
 
Opinion
 
In our opinion, the financial statements present fairly, in all material respects, the financial position of Sprott Physical Gold Trust as at December 31, 2011 and 2010, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
 
 
 
 

 
 
 
 
 
 
Other matter
 
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Sprott Physical Gold Trust's internal control over financial reporting as of December 31, 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 March 30, 2012 expressed an unqualified opinion on Sprott Physical Gold Trust's internal control over financial reporting.
 
 
 
 
/s/ Ernst & Young LLP
 
March 30, 2012
Toronto, Canada
Chartered Accountants
Licensed Public Accountants
 

 

 
 
 




 
 

 

Sprott Physical Gold Trust
 
Audited financial statements
 
December 31, 2011
 

 
 

 

 
Sprott Physical Gold Trust Statements of comprehensive income
 
   
For the year ended
December 31, 2011
   
For the year ended
December 31, 2010
 
      $       $  
Income
               
Unrealized gains on gold bullion
    135,875,354       182,837,158  
      135,875,354       182,837,158  
Expenses
               
Management fees (note 11)
    5,961,159       2,307,496  
Sales Tax
    885,538       230,058  
Bullion storage fees
    490,561       178,969  
Audit fees
    236,918       90,784  
Independent Review Committee fees
    32,418       34,082  
Listing and regulatory filing fees
    203,867       98,168  
General and administrative
    88,754       46,674  
Net foreign exchange (gains) losses
    (9,490 )     2,470  
Legal fees
    322,025       8,254  
Trustee fees
    5,515       4,127  
      8,217,264       3,001,082  
Realized gains (losses) on investments
               
Net realized gains on sales of investments
    83,411        
Net realized gains on investments
    83,411        
Net income for the period
    127,741,501       179,836,076  
Other comprehensive income
           
Total comprehensive income for the period
    127,741,501       179,836,076  
Basic and diluted income per Unit (note 9)
    1.01       3.01  
 
The accompanying notes are an integral part of these financial statements.
 
On behalf of the Manager, Sprott Asset Management LP,
by its General Partner, Sprott Asset Management GP Inc.:
 
/s/ ERIC SPROTT
 
/s/ STEVEN ROSTOWSKY
Eric Sprott
 
Steven Rostowsky
Director
 
Director
 

 

 
 

 

Sprott Physical Gold Trust Statements of financial position
 
   
As at
December 31, 2011
   
As at
December 31, 2010
 
      $       $  
Assets
               
Cash (note 6)
    10,562,922       5,862,468  
Gold bullion
    1,911,430,374       1,166,105,984  
Total assets
    1,921,993,296       1,171,968,452  
Liabilities
               
Accounts payable
    309,710       223,036  
Total liabilities
    309,710       223,036  
Equity
               
Unitholders' capital
    1,685,014,381       1,039,890,051  
Unit premium and reserves
    79,541       16,759  
Retained earnings
    307,210,490       179,790,710  
Underwriting commissions and issue expenses
    (70,620,827 )     (47,952,104 )
Total equity (note 8)
    1,921,683,586       1,171,745,416  
Total liabilities and equity
    1,921,993,296       1,171,968,452  
Total equity per Unit
    13.17       12.07  
 
The accompanying notes are an integral part of these financial statements.
 

 
 

 

Sprott Physical Gold Trust Statements of changes in equity
 
   
Number
of Units
Outstanding
   
Unitholders'
Capital
   
Retained
Earnings
   
Underwriting
Commissions
and Issue
Expenses
   
Unit
Premiums and
Reserves
   
Total Equity
 
            $       $       $       $       $  
Balance at December 31, 2009
    1       10                         10  
Cancellation of Unit
    (1 )     (10 )                       (10 )
Proceeds from issuance of Units (note 8)
    97,078,555       1,040,179,870                         1,040,179,870  
Cost of redemption of Units (note 8)
    (28,982 )     (289,819 )                 16,759       (273,060 )
Net income for the year
                179,790,710             .       179,790,710  
Underwriting commissions and issue expenses
                      (47,952,104 )           (47,952,104 )
Balance at December 31, 2010
    97,049,573       1,039,890,051       179,790,710       (47,952,104 )     16,759       1,171,745,416  
Balance at December 31, 2010
    97,049,573       1,039,890,051       179,790,710       (47,952,104 )     16,759       1,171,745,416  
Proceeds from issuance of Units (note 8)
    49,018,500       646,593,090                         646,593,090  
Cost of redemption of Units (note 8)
    (146,876 )     (1,468,760 )     (321,721 )           62,782       (1,727,699 )
Net income for the year
                127,741,501                   127,741,501  
Underwriting commissions and issue expenses
                      (22,668,723 )           (22,668,723 )
Balance at December 31, 2011
    145,921,197       1,685,014,381       307,210,490       (70,620,827 )     79,541       1,921,683,586  
 
The accompanying notes are an integral part of these financial statements.
 

 
 

 

Sprott Physical Gold Trust Statements of cash flows
 
   
For the year ended
December 31, 2011
   
For the year ended
December 31, 2010
 
      $       $  
Cash flows from operating activities
               
Net income for the period
    127,741,501       179,836,076  
Adjustment to reconcile net income for the period to net cash from operating activities
               
Unrealized gains on gold bullion
    (135,875,354 )     (182,837,158 )
Realized gains on redemptions for gold bullion
    (83,411 )        
Net changes in operating assets and liabilities
               
Increase in accounts payable
    86,672       223,036  
Net cash used in operating activities
    (8,130,592 )     (2,778,046 )
Cash flows from investing activities
               
Purchase of gold bullion
    (609,875,542 )     (983,268,826 )
Net cash used in investing activities
    (609,875,542 )     (983,268,826 )
Cash flows from financing activities
               
Proceeds from issuance of Units (note 8)
    646,593,090       1,040,179,870  
Payments on cancellation of Unit (note 8)
          (10 )
Payments on redemption of Units (note 8)
    (1,217,780 )     (318,426 )
Underwriting commissions and issue expenses
    (22,668,723 )     (47,952,104 )
Net cash provided by financing activities
    622,706,587       991,909,330  
Net increase in cash during the period
    4,700,454       5,862,458  
Cash at beginning of period
    5,862,468       10  
Cash at end of period (note 6)
    10,562,922       5,862,468  
 
The accompanying notes are an integral part of these financial statements.
 

 
 

 

Sprott Physical Gold Trust
Notes to the Interim Financial Statements December 31, 2011
 
1. ORGANIZATION OF THE TRUST
 
Sprott Physical Gold Trust (the "Trust") is a closed-end mutual fund trust created under the laws of the Province of Ontario, Canada, pursuant to a trust agreement dated as of August 28, 2009, as amended and restated as of December 7, 2009 and as further amended and restated as of February 1, 2010 (the "Trust Agreement"). The Trust's initial public offering closed on March 3, 2010. The Trust is authorized to issue an unlimited number of redeemable, transferable trust units (the "Units"). All issued Units have no par value, are fully paid for, and are listed and traded on the New York Stock Exchange Arca (the "NYSE Arca") and the Toronto Stock Exchange (the "TSX") under the symbols "PHYS" and "PHY.U", respectively.
 
The investment objective of the Trust is to seek to provide a secure, convenient and exchange-traded investment alternative for investors interested in holding physical gold bullion without the inconvenience that is typical of a direct investment in physical gold bullion. The Trust invests and intends to continue to invest primarily in long-term holdings of unencumbered, fully allocated, physical gold bullion and does not speculate with regard to short-term changes in gold prices. The Trust has only purchased and expects only to own "Good Delivery Bars" as defined by the London Bullion Market Association ("LBMA"), with each bar purchased being verified against the LBMA source.
 
The Trust's registered office is located at Suite 2700, South Tower, Royal Bank Plaza, 200 Bay Street, Toronto, Ontario, Canada, M5J 2J1.
 
Sprott Asset Management LP (the "Manager") acts as the manager of the Trust pursuant to the Trust Agreement and a management agreement with the Trust. RBC Dexia Investor Services Trust, a trust company organized under the laws of Canada, acts as the trustee of the Trust. RBC Dexia Investor Services Trust also acts as custodian on behalf of the Trust for the Trust's assets other than physical gold bullion. The Royal Canadian Mint acts as custodian on behalf of the Trust for the physical gold bullion owned by the Trust.
 
The financial statements of the Trust as at and for the year ended December 31, 2011 were authorized for issue by the Manager on March 30, 2012.
 
2. BASIS OF PREPARATION
 
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB" or the "Board").
 
The financial statements have been prepared on a historical cost basis, except for physical gold bullion and financial assets and financial liabilities held at fair value through profit or loss, that have been measured at fair value.
 
The financial statements are presented in U.S. dollars and all values are rounded to the nearest dollar unless otherwise indicated.
 
2.1 Summary of Significant Accounting Policies
 
(i) Cash and cash equivalents
 
Cash and cash equivalents consist of cash on deposit with the Trust's custodian, which is not subject to restrictions.
 
(ii) Gold bullion
 
Investments in gold bullion are measured at fair value determined by reference to published price quotations, with unrealized and realized gains and losses recorded in income based on the International Accounting Standards ("IAS") 40 Investment Property fair value model as IAS 40 is the most relevant standard to apply. Investment transactions in physical gold bullion are accounted for on the business day following the date the order to buy or sell is executed.
 

 
 

 

(iii) Other financial liabilities
 
This category includes all financial liabilities, other than those classified at fair value through profit and loss. The Trust includes in this category management fees payable, due to brokers and other accounts payable.
 
(iv) Share Capital
 
Classification of redeemable units
 
Redeemable units are classified as equity instruments when:
 
 
The units entitle the holder to a pro rata share of the Trust's net assets in the event of the Trust's liquidation;
 
 
The redeemable units are in the class of instruments that is subordinate to all other classes of instruments;
 
 
All redeemable units in the class of instruments that is subordinate to all other classes of instruments have identical features;
 
 
The redeemable units do not include any contractual obligation to deliver cash or another financial asset other than the holder's rights to a pro rata share of the Trust's net assets; and
 
 
The total expected cash flows attributable to the redeemable units over the life of the instrument are based substantially on the profit or loss, the change in the recognized net assets or the change in the fair value of the recognized and unrecognized net assets of the Trust over the life of the instrument.
 
In addition to the redeemable units having all the above features, the Trust must have no other financial instrument or contract that has:
 
 
Total cash flows based substantially on the profit or loss, the change in the recognized net assets or the change in the fair value of the recognized and unrecognized net assets of the Trust; and
 
 
The effect of substantially restricting or fixing the residual return to the redeemable unitholders.
 
The Trust continuously assesses the classification of the redeemable units. If the redeemable units cease to have all the features or meet all the conditions set out to be classified as equity, the Trust will reclassify them as financial liabilities and measure them at fair value at the date of reclassification, with any differences from the previous carrying amount recognised in equity.
 
(v) Fees and commission expenses
 
Fees and commission expenses are recognized on an accrual basis.
 
(vi) Income taxes
 
In each taxation year, the Trust will be subject to income tax on taxable income earned during the year, including net realized taxable capital gains. However, the Trust intends to distribute its taxable income to unitholders at the end of every fiscal year and therefore the Trust itself would not have any income tax liability.
 
(vii) Functional and presentation currency
 
The Trust's functional and presentation currency is the US Dollar. The Trust's performance is evaluated and its liquidity is managed in US Dollars. Therefore, the US Dollar is considered as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions.
 
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
 
The preparation of the Trust's financial statements requires the Manager to make judgments, estimates and assumptions that affect the amounts recognized in the financial statements. However, uncertainty about these assumptions and estimates could
 

 
 

 

result in outcomes that may require a material adjustment to the carrying amount of the asset or liability affected in future periods.
 
Judgements
 
In the process of applying the Trust's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the financial statements:
 
Going Concern
 
The Trust's management has made an assessment of the Trust's ability to continue as a going concern and is satisfied that the Trust has the resources to continue in business for the foreseeable future. Furthermore, management is not aware of any material uncertainties that may cast significant doubt upon the Trust's ability to continue as a going concern. Therefore, the financial statements continue to be prepared on a going concern basis.
 
Estimates and Assumptions
 
The key accounting assumptions concerning the future and other key sources of estimation uncertainty at the recording date, that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below. The Trust based its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances arising beyond the control of the Trust. Such changes are reflected in the assumptions when they occur.
 
For tax purposes, the Trust generally treats gains from the disposition of gold bullion as capital gains, rather than income, as the Trust intends to be a long-term passive holder of gold bullion, and generally disposes of its holdings in gold bullion only for the purposes of meeting redemptions and to pay expenses. The Canada Revenue Agency has, however, expressed its opinion that gains (or losses) of mutual fund trusts resulting from transactions in commodities should generally be treated for tax purposes as ordinary income rather than as capital gains, although the treatment in each particular case remains a question of fact to be determined having regard to all the circumstances.
 
4. CERTAIN RELEVANT STANDARDS, INTERPRETATIONS AND AMENDMENTS ISSUED BUT NOT YET EFFECTIVE
 
Standards issued but not yet effective at the date of the issuance of the Trust's financial statements are listed below.
 
IFRS 9 Financial Instruments: Classification and Measurement: IFRS 9 as issued reflects the first phase of the Board's work on the replacement of IAS 39 Financial Instruments: Recognition and Measurement, and applies to classification and measurement of financial assets as defined in IAS 39. The standard is effective for annual periods beginning on or after January 1, 2013. The adoption of IFRS 9 is not expected to have a material effect on the classification and measurement of the Trust's financial assets.
 
In May 2011, the IASB issued the following standard which has not yet been adopted by the Trust: IFRS 13 Fair Value Measurement. The aforementioned new standard is effective for annual periods beginning on or after January 1, 2013 with early adoption permitted. The Trust has started the process of assessing the impact that the new and amended standard will have on its financial statements or whether to early adopt any of the new requirements.
 
5. SEGMENT INFORMATION
 
For management purposes, the Trust is organized into one main operating segment, which invests in physical gold bullion. All of the Trust's activities are interrelated, and each activity is dependent on the others. Accordingly, all significant operating decisions are based upon an analysis of the Trust as one segment. The financial results from this segment are equivalent to the financial statements of the Trust as a whole. The Trust's operating income is earned entirely in Canada and is primarily generated from its investment in physical gold bullion.
 
6. CASH AND CASH EQUIVALENTS
 
As at December 31, 2011, cash and cash equivalents consisted entirely of cash on deposit.
 

 
 

 

7. FAIR VALUE OF FINANCIAL INSTRUMENTS
 
As at December 31, 2011, due to the short-term nature of financial assets and financial liabilities recorded at cost, it is assumed that the carrying amount of those instruments approximates their fair value.
 
8. UNITHOLDERS' CAPITAL
 
The Trust is authorized to issue an unlimited number of redeemable, transferrable Trust Units in one or more classes and series of Units. The Trust's capital is represented by the issued, redeemable, transferable Trust Units. Quantitative information about the Trust's capital is provided in the statement of changes in equity. Under the Trust Agreement, Units may be redeemed at the option of the unitholder on a monthly basis for physical gold bullion or cash. Units redeemed for physical gold bullion will be entitled to a redemption price equal to 100% of the NAV of the redeemed Units on the last business day of the month in which the redemption request is processed. A unitholder redeeming Units for physical gold bullion will be responsible for expenses in connection with effecting the redemption and applicable delivery expenses, including the handling of the notice of redemption, the delivery of the physical gold bullion for Units that are being redeemed and the applicable gold storage in-and-out fees. Units redeemed for cash will be entitled to a redemption price equal to 95% of the lesser of (i) the volume-weighted average trading price of the Units traded on the NYSE Arca, or, if trading has been suspended on the NYSE Arca, on the TSX for the last five business days of the month in which the redemption request is processed and (ii) the NAV of the redeemed Units as of 4:00 p.m., Eastern time, on the last business day of the month in which the redemption request is processed.
 
When Units are redeemed and cancelled and the cost of such Units is either above or below their stated or assigned value, the cost is allocated to unitholders' capital in an amount equal to the stated or assigned value of the Units and any difference is allocated to the Unit premiums and reserves account. For the year ended December 31, 2011, the Trust issued 49,018,500 Units and redeemed 146,876 Units.
 
Net Asset Value
 
Net Asset Value ("NAV") is defined as the Trust's net assets (fair value of total assets less fair value of total liabilities, excluding all liabilities represented by outstanding Units, if any) calculated using the value of physical gold bullion based on the end-of-day price provided by a widely recognized pricing service.
 
Capital management
 
As a result of the ability to issue, repurchase and resell Units of the Trust, the capital of the Trust as represented by the Unitholders' capital in the statement of financial position can vary depending on the demand for redemptions and subscriptions to the Trust. The Trust is not subject to externally imposed capital requirements and has no legal restrictions on the issue, repurchase or resale of redeemable Units beyond those included in the Trust Agreement. The Trust may not issue additional Units except (i) if the net proceeds per Unit to be received by the Trust are not less than 100% of the most recently calculated NAV immediately prior to, or upon, the determination of the pricing of such issuance or (ii) by way of Unit distribution in connection with an income distribution.
 
The Trust's objectives for managing capital are:
 
 
To invest and hold substantially all of its assets in physical gold bullion; and
 
 
To maintain sufficient liquidity to meet the expenses of the Trust, and to meet redemption requests as they arise.
 
Refer to "Financial risk management objectives and policies" (Note 10) for the policies and procedures applied by the Trust in managing its capital.
 
9. EARNINGS PER UNIT
 
Basic earnings per unit ("EPU") is calculated by dividing the net income for the year attributable to the Trust's unitholders by the weighted average number of units outstanding during the year.
 
The Trust's diluted EPU is the same as basic EPU, since the Trust has not issued any instruments with dilutive potential.
 
 
 

 
   
For the year ended
December 31, 2011
   
For the year ended
December 31, 2010
 
Net income for the year attributable to the Trust's redeemable units
  $ 127,741,501     $ 179,836,076  
Weighted average number of redeemable units outstanding
    126,996,156       59,766,609  
Basic and diluted income per redeemable unit
  $ 1.01     $ 3.01  
 
10. FINANCIAL RISK AND MANAGEMENT OBJECTIVES AND POLICIES
 
Introduction
 
The Trust's objective in managing risk is the creation and protection of unitholder value. Risk is inherent in the Trust's activities, but it is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The process of risk management is critical to the Trust's continuing profitability. The Trust is exposed to market risk (which includes price risk, interest rate risk and currency risk), credit risk and liquidity risk arising from the gold bullion that it holds.
 
Risk management structure
 
The Trust's Investment Manager is responsible for identifying and controlling risks.
 
Risk mitigation
 
The Trust has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy.
 
The discussion below clarifies the Trust's management of various risks.
 
Excessive risk concentration
 
The Trust's risk is concentrated in the value of physical gold bullion, whose value constitutes 99.5% of total equity as at December 31, 2011 (99.5% as at December 31, 2010).
 
Price risk
 
Price risk arises from the possibility that changes in the market price of the Trust's investments, which consist almost entirely of gold bullion, will result in changes in fair value of such investments.
 
If the market value of gold increased by 1%, with all other variables held constant, this would have increased comprehensive income by approximately $19.1 million; conversely, if the value of gold bullion decreased by 1%, this would have decreased comprehensive income by the same amount.
 
Interest rate risk
 
Interest rate risk arises from the possibility that changes in interest rates will affect the value of financial instruments. The Trust does not hedge its exposure to interest rate risk as that risk is minimal.
 
Currency risk
 
Currency risk arises from the possibility that changes in the price of foreign currencies will result in changes in carrying value. The Trust's assets, substantially all of which consist of an investment in gold bullion, are priced in U.S. dollars. Some of the Trust's expenses are payable in Canadian dollars. Therefore, the Trust is exposed to currency risk, as the value of its liabilities denominated in Canadian dollars will fluctuate due to changes in exchange rates. Most of such liabilities, however, are short term in nature and are not significant in relation to the net assets of the Trust, and, as such, exposure to foreign exchange risk is limited. The Trust does not enter into currency hedging transactions.
 
As at December 31, 2011, approximately $275,590 (December 31, 2010: $155,421) of the Trust's liabilities were denominated in Canadian dollars.
 

 
 

 

Credit risk
 
Credit risk arises from the potential that counterparties will fail to satisfy their obligations as they come due. The Trust primarily incurs credit risk when entering into and settling gold bullion transactions. It is the Trust's policy to only transact with reputable counterparties. The Manager closely monitors the creditworthiness of the Trust's counterparties, such as bullion dealers, by reviewing their financial statements, when available, regulatory notices and press releases. The Trust seeks to minimize credit risk relating to unsettled transactions in gold bullion by only engaging in transactions with bullion dealers with high creditworthiness. The risk of default is considered minimal, as payment for gold bullion, is only made against the receipt of the bullion by the custodian.
 
Liquidity risk
 
Liquidity risk is defined as the risk that the Trust will encounter difficulty in meeting obligations associated with financial liabilities and redemptions. Liquidity risk arises because of the possibility that the Trust could be required to pay its liabilities earlier than expected. The Trust is also subject to redemptions for both cash and gold bullion on a regular basis. The Trust manages its obligation to redeem units when required to do so and its overall liquidity risk by only allowing for redemptions monthly, which require 15-day advance notice to the Trust. The Trust's liquidity risk is minimal, since its primary investment is physical gold bullion, which trades in a highly liquid market. All of the Trust's financial liabilities, including due to brokers, accounts payable and management fees payables have maturities of less than three months.
 
11. RELATED PARTY DISCLOSURES
 
The following parties are considered related parties to the Trust:
 
Investment Manager – Sprott Asset Management LP
 
The Trust pays the Manager a monthly management fee equal to 1/12 of 0.35% of the value of net assets of the Trust (determined in accordance with the Trust Agreement) plus any applicable Canadian taxes, calculated and accrued daily and payable monthly in arrears on the last day of each month. Total management fees for the period from January 1, 2011 to December 31, 2011 amounted to $5,961,159, compared to $2,307,496 for the same period in 2010.
 
Also, the Manager has agreed that if the expenses of the Trust, including the management fee, at the end of any month exceed an amount equal to 1/12 of 0.65% of the value of the net assets of the Trust, the management fee payable to the Manager for such month will be reduced by the amount of such excess up to the gross amount of the management fee earned by the Manager from the Trust for such month. Any such reduction in the management fee will not be carried forward or remain payable to the Manager in future months. The Manager did not waive any amounts payable for the years ended December 31, 2011 and 2010.
 
In calculating the expenses of the Trust for purposes of the expense cap, the following will be excluded: any applicable taxes payable by the Trust or to which the Trust may be subject, and any extraordinary expenses of the Trust.
 
Ownership and Other
 
As at December 31, 2011, the Trust's related parties included Eric Sprott, the CEO and Chief Investment Officer of the Manager. Eric Sprott owned 2.65% of the units of the Trust.
 
As at December 31, 2011, certain funds for which the Manager of the Trust also acted as the Manager held Units of the Trust. The following funds held the indicated percentage of outstanding Units of the Trust as at December 31, 2011: Sprott Master Fund, Ltd. (0.28%), Sprott Mastter Fund II, Ltd. (0.27%) and Sprott Bull/Bear RSP Fund (0.12%).
 
All related party transactions were made at arm's length on normal commercial terms and conditions. There have been no other transactions between the Trust and its related parties during the reporting period.
 
12. INDEPENDENT REVIEW COMMITTEE ("IRC")
 
In accordance with National Instrument 81-107, Independent Review Committee for Investment Funds ("NI 81-107"), the Manager has established an IRC for a number of funds managed by it, including the Trust. The mandate of the IRC is to consider and provide recommendations to the Manager on conflicts of interest to which the Manager is subject when
 

 
 

 

managing certain funds, including the Trust. The IRC is composed of three individuals, each of whom is independent of the Manager and all funds managed by the Manager, including the Trust. Each fund subject to IRC oversight pays a share of the IRC member fees, costs and other fees in connection with operation of the IRC. The IRC reports annually to unitholders of the funds subject to its oversight on its activities, as required by NI 81-107.
 
13. SOFT DOLLAR COMMISSIONS
 
There were no soft dollar commissions for the years ended December 31, 2011 and 2010.
 
14. PERSONNEL
 
The Trust did not employ any personnel during the period, as its affairs were administered by the personnel of the Manager and/or the Trustee, as applicable.
 
15. EVENTS AFTER THE REPORTING PERIOD
 
On February 3, 2012, the Trust announced that it completed an offering of 20,000,000 transferable, redeemable units of the Trust at a price of $15.19 per unit. In addition, on February 7, 2012, the Trust announced that the underwriters of this offering purchased an additional 3,000,000 units following the exercise of their over-allotment option. The gross proceeds of these offerings were $349.4 million.
 
There were no other material events after the reporting period.
 
16. COMPARATIVE FINANCIAL STATEMENTS
 
The comparative financial statements have been reclassified from statements previously presented to conform to the current year's presentation.
 

 
 

 

Corporate Information
 
Head Office
 
Sprott Physical Gold Trust
Royal Bank Plaza, South Tower
200 Bay Street
Suite 2700, PO Box 27
Toronto, Ontario M5J 2J1
Telephone: (416) 203-2310
Toll Free: (877) 403-2310
Email: ir@sprott.com
 
Auditors
 
Ernst & Young LLP
Ernst & Young Tower
P.O. Box 251, 222 Bay Street
Toronto-Dominion Centre
Toronto, Ontario M5K 1J7
 
Legal Counsel
 
Heenan Blaikie LLP
P.O. Box 2900, Suite 2900
333 Bay Street
Bay Adelaide Centre
Toronto, Ontario Canada M5H 2T4
 
Seward & Kissel LLP
1200 G Street N.W.
Washington, DC 20005