Annual Report (foreign Private Issuer) (40-f)
28 March 2013 - 9:39PM
Edgar (US Regulatory)
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
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REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT
OF 1934
OR
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ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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Commission file number 001-34638
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SPROTT PHYSICAL GOLD TRUST
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's Name into English (if applicable))
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Province of Ontario, Canada
(Province or other jurisdiction
of incorporation or organization)
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1040
(Primary Standard Industrial
Classification Code
Number (if applicable))
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Not Applicable
(I.R.S. Employer Identification
Number (if applicable))
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Suite 2700, South Tower
Royal Bank Plaza
200 Bay Street
Toronto, Ontario
Canada, M5J 2J1
(Address and telephone number of Registrant's principal executive offices)
Anthony Tu-Sekine
Seward & Kissel LLP
901 K Street, NW Suite 800
Washington, DC 20001
(202) 737-8833
(Name, address (including zip code)
and telephone number
(including area code) of agent for service in the
United States)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Units
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NYSE Arca
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Securities registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
For
annual reports, indicate by check mark the information filed with this Form:
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Annual Information
Form
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Audited annual financial statements
Indicate
the number of outstanding shares of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:
195,368,753
Indicate
by check mark whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to
submit and post such files).
ANNUAL INFORMATION FORM
The
Annual Information Form of the Registrant for the fiscal year ended December 31, 2012 is filed as Exhibit 99.5 to this annual report on Form 40-F, and is
incorporated herein by reference.
AUDITED FINANCIAL STATEMENTS
The
Audited Financial Statements of the Registrant for the fiscal year ended December 31, 2012 are filed as Exhibit 99.6 to this annual report on Form 40-F, and
are incorporated herein by reference.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's
Discussion and Analysis for the fiscal year ended December 31, 2012 is filed as Exhibit 99.7 to this annual report on Form 40-F, and is
incorporated herein by reference.
CERTIFICATIONS
See
Exhibits 99.1, 99.2, 99.3 and 99.4 to this Annual Report on Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
As
of the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Registrant's management, including the Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure
controls and procedures were effective in ensuring that information required to be disclosed by the Registrant in reports that it files with or submits to the U.S. Securities and Exchange
Commission is recorded, processed, summarized and reported within the time periods required.
No
changes were made in the Registrant's internal control over financial reporting or in other factors during the period covered by this annual report on Form 40-F that have
materially affected or are reasonably likely to materially affect the Registrant's internal control over financial reporting.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management's
report on internal control over financial reporting is filed as exhibit 99.8 to this annual report on Form 40-F, and is incorporated herein
by reference.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The
attestation report of Ernst & Young LLP on management's internal control over financial reporting is filed as Exhibit 99.9 to this annual report on
Form 40-F, and is incorporated herein by reference.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
None.
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NOTICE PURSUANT TO REGULATION BTR
None.
AUDIT COMMITTEE FINANCIAL EXPERT
Pursuant
to the provisions of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and Rule 5.3 of NYSE Arca, the Registrant is not required to have an audit
committee.
CODE OF ETHICS
Under
the applicable provisions of Rule 5.3 of NYSE Arca, the Registrant is not required to adopt, and the Registrant has not adopted, a code of ethics.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Ernst & Young LLP have been the auditors of the Registrant since its inception. The following table presents fees for
professional services rendered by Ernst & Young LLP to the Registrant for the audit of the Registrant's financial statements for years ended December 31, 2012 and 2011, and fees
billed for other services rendered by Ernst & Young LLP, during periods from January 1, 2012 to December 31, 2012, and from January 1, 2011 to
December 31, 2011.
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Year Ended December 31,
2012
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Year Ended December 31,
2011
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Audit Fees
(1)
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$
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90,500
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$
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140,250
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Audit-related Fees
(2)
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0
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0
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Tax Fees
(3)
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1,500
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1,500
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All Other Fees
(4)
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71,670
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10,000
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Total
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$
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163,670
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$
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151,750
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NOTES:
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(1)
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Consist
of fees related to statutory audits, related audit work in connection with registration statements and other filings with various regulatory
authorities, quarterly reviews of interim financial statements, accounting consultations related to audited financial statements and procedures on adoption of International Financial Reporting
Standards (IFRS).
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(2)
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Consist
mainly of pension plan audits and other specified procedures engagements.
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(3)
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Consist
of fees for tax consultation and compliance services, including indirect taxes.
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(4)
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Consist
mainly of fees for operational advisory and risk management services and French translation of certain filings with regulatory authorities.
OFF-BALANCE SHEET ARRANGEMENTS
The
Registrant has no off-balance sheet arrangements as defined by Form 40-F under the Securities Exchange Act of 1934, as amended.
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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The
Registrant has no long-term contractual obligations to be disclosed pursuant to General Instruction B.12 of Form 40-F.
IDENTIFICATION OF THE AUDIT COMMITTEE
Pursuant
to the provisions of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and Rule 5.3 of NYSE Arca, the Registrant is not required to have an audit
committee.
FORWARD-LOOKING STATEMENTS
A
number of statements in the documents incorporated by reference in this Form 40-F constitute "forward-looking statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. Please refer to disclosure under the heading "Cautionary Statement Regarding Forward-Looking Statements" in the Annual Information Form of the Registrant for the year
ended December 31, 2012, dated March 27, 2013, incorporated herein and forming an integral part of this document, for a discussion of risks, uncertainties and assumptions that could
cause actual results to vary from those forward-looking statements.
INTERACTIVE DATA FILE
The
U.S. Securities and Exchange Commission has not approved taxonomy or standard list of tags necessary for financial reporting in interactive format for registrants that prepare their
financial statements using International Financial Reporting Standards as issued by the International Accounting Standards Board. As a result, the Registrant is unable to make any filings in
interactive format, but will commence such filings once the taxonomy has been approved.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the
Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
Consent to Service of Process
We have previously filed a Form F-X in connection with the class of securities in relation to which the obligation
to file this report arises.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on
Form 40-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SPROTT PHYSICAL GOLD TRUST
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By:
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Sprott Asset Management L.P., by its general partner Sprott Asset Management LP Inc., as manager of Sprott Physical Gold Trust
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Date: March 28, 2013
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By:
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/s/ ERIC S. SPROTT
Eric S. Sprott
Chief Executive Officer
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EXHIBIT INDEX
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99.1
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Certificate of the Chief Executive Officer under Section 302 of the
Sarbanes-Oxley Act of 2002
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99.2
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Certificate of the Chief Financial Officer under Section 302 of the
Sarbanes-Oxley Act of 2002
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99.3
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Certificate of the Chief Executive Officer under Section 906 of the
Sarbanes-Oxley Act of 2002
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99.4
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Certificate of the Chief Financial Officer under Section 906 of the
Sarbanes-Oxley Act of 2002
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99.5
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Annual Information Form of the Registrant dated March 27, 2013.
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99.6
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Audited financial statements of the Registrant and notes thereto and Auditors' Report thereon (incorporated by reference to Exhibit 99.1 of Registrant's Form 6-K filed with the Commission on March 27,
2013).
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99.7
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Management's Discussion and Analysis of the Registrant for the year ended December 31, 2012 dated March 27, 2013 (incorporated by reference to Exhibit 99.1 of Registrant's Form 6-K filed with the
Commission on March 27, 2013).
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99.8
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Management's Report on Internal Control Over Financial Reporting
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99.9
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Attestation Report of Ernst & Young LLP
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99.10
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Consent of Ernst & Young LLP, independent auditors of the Registrant.
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QuickLinks
ANNUAL INFORMATION FORM
AUDITED FINANCIAL STATEMENTS
MANAGEMENT'S DISCUSSION AND ANALYSIS
CERTIFICATIONS
DISCLOSURE CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
NOTICE PURSUANT TO REGULATION BTR
AUDIT COMMITTEE FINANCIAL EXPERT
CODE OF ETHICS
PRINCIPAL ACCOUNTANT FEES AND SERVICES
OFF-BALANCE SHEET ARRANGEMENTS
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
IDENTIFICATION OF THE AUDIT COMMITTEE
FORWARD-LOOKING STATEMENTS
INTERACTIVE DATA FILE
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
SIGNATURES
EXHIBIT INDEX
