Attached files
Delaware
(State or Other Jurisdiction
of Incorporation or
Organization)
|
6221
(Primary Standard Industrial Classification Code Number)
|
84-6953191
(I.R.S. Employer
Identification Number)
|
2 Park Avenue, 20th Floor
New York, New York 10016
(917) 671-9097
|
||
(Address, including Zip Code, and Telephone
Number, including Area Code, of Registrant's
Principal Executive Offices)
___________________________
|
||
William Cai, Partner
Wilshire Phoenix Funds LLC
2 Park Avenue, 20th Floor
New York, New York 10016
(917) 671-9097
(Name, Address, including Zip Code, and Telephone
Number, including Area Code, of Agent for Service)
____________________
|
||
Copies to:
Gregg Bateman
Anthony Tu-Sekine
Christopher D. Carlson
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
|
||
___________________________
|
||
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
Emerging growth company
|
☒
|
Title of Each Class of Securities to be Registered
|
Amount to be
Registered
|
Proposed
Maximum
Offering Price
Per Share (1)
|
Proposed
Maximum
Aggregate
Offering Price (1)
|
Amount of
Registration
Fee(1)(2)
|
||||||||||||
Units of Beneficial Interest
|
25,000,000
|
$
|
18.00
|
$
|
450,000,000
|
$
|
49,095.00
|
(1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act.
|
(2) | The Registrant’s registration fees were previously paid as follows: In connection with the Registrant’s
filing of its initial registration statement on Form S-1 on January 14, 2020, Securities Act registration fees of $129.80
were paid for 40,000 shares with an estimated proposed maximum offering price per share of $25.00. In connection with the
Registrant’s filing of pre-effective amendment no. 4 to its registration statement on Form S-1 on December 18, 2020,
Securities Act registration fees of $48,965.20 were paid for an additional 24,960,000 shares with an estimated proposed
maximum offering price per share of $18.00.
|
The objective of the Index is to reduce the risk-profile typically associated with the purchase of gold, as measured by the realized volatility of the LBMA Gold Price PM (as further explained in the section “Description of the Index” on page 40), while maintaining the correlative benefits of gold versus the S&P 500® Index. The Index systematically rebalances between gold and cash on a monthly basis. Realized volatility, sometimes referred to herein as historical volatility, measures the magnitude of price movements of a given asset over a defined historical time period. The Index generally seeks to reduce its realized volatility relative to the realized volatility of the LBMA Gold Price PM by lowering its exposure to gold during periods of increased realized volatility in the LBMA Gold Price PM (as further explained in the section “Description of the Index” on page 40). Gold may serve or act as a diversifier and a hedge within a portfolio of assets, especially during times of heightened realized volatility observed in the S&P 500® Index, and therefore the Index will generally calculate an increased gold exposure during periods of heightened realized volatility observed in the S&P 500® Index. The Shares are intended to provide investors with adaptive exposure to gold in a way that is responsive to the realized volatility of each of the S&P 500® Index and the LBMA Gold Price PM. The Shares are intended to provide an accessible, convenient and relatively cost-efficient alternative for investors not otherwise in a position to participate directly in the market for physical gold.
• |
The success of the Trust’s ability to track its Index depends upon the skill of the Trust's applicable service providers.
|
• |
You could lose all or substantially all of your investment.
|
• |
The Trust is concentrated in Physical Gold. Concentration may result in greater volatility for the Shares.
|
-ii-
-iii-
1
|
|
2
|
|
3
|
|
12
|
|
32
|
|
33
|
|
35
|
|
36
|
|
40
|
|
48
|
|
49
|
|
50
|
|
51
|
|
54
|
|
59
|
|
60
|
|
62
|
|
63
|
|
64
|
|
65
|
|
66
|
|
68
|
|
70
|
|
71
|
|
72
|
|
83
|
|
87
|
|
89
|
|
91
|
|
EXPERTS | 91 |
91
|
|
93
|
1
• |
general economic, market and business conditions;
|
• |
success in obtaining Physical Gold in a timely manner;
|
• |
sources of and demand for Physical Gold, and the performance of the gold market;
|
• |
gold price volatility and fluctuations in the spot and forward prices of gold, as well as overall changes, movements and trends in gold demand and supply and the value of investments in Physical Gold;
|
• |
the use of technology by the Trust and its service providers in conducting or supporting the Trust's business, including disruptions in the Trust’s computer systems and data centers and the Trust’s transition to, and quality of, new
technology platforms; and
|
• |
other world economic and political developments.
|
2
Shares offered by the Trust
|
25,000,000 shares (the "Shares") issued by the Wilshire wShares Enhanced Gold Trust (the "Trust"), which represent fractional undivided beneficial interests in and ownership of the Trust.
|
|
The Trust and the Trustee
|
The Trust is a Delaware statutory trust that was formed on January 8, 2020.
The Trust operates pursuant to a trust agreement, dated as of January 8, 2020, as amended by the First Amendment to the Trust Agreement, dated as of August 24, 2020 and further amended and restated on
December 17, 2020 (the "Trust Agreement") between Wilshire Phoenix Funds LLC, a Delaware limited liability company (the "Sponsor"), and Delaware Trust Company (the "Trustee"). The Trustee’s duties and liabilities with respect to the
offering of the Shares and the management of the Trust are limited to its express obligations under the Trust Agreement. The Trustee has no duty or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee
have any liability for the acts or omissions of the Sponsor.
The Trust will have no assets other than (a) physical gold bullion (“Physical Gold”) and (b) cash. For more information about Physical Gold, see "Overview of Gold Industry" below.
The investment objective of the Trust is for the Shares to closely reflect the
Index (as defined below), less the Trust's liabilities and expenses. On the last Business Day of each month (the
“Rebalance Date”), the Index will rebalance its weighting of Physical Gold and cash, based on an earlier
calculation that takes into account the realized volatility of gold based on the LBMA Gold Price PM and the realized
volatility of the S&P 500® Index utilizing a mathematically derived, non-discretionary and passive
rules-based methodology. If the LBMA PM Fixing process does not occur, then the Rebalance Date will be the next
Business Day when the LBMA PM Fixing process does occur. As used in this prospectus, “realized volatility,”
sometimes referred to as historical volatility, measures price movement of a given asset over a defined historical
time period. The Trust, to closely replicate the Index, will rebalance its holdings in Physical Gold and cash on
a monthly basis for consistency with the Index. The Trust is not actively managed. It does not engage in any activities
designed to obtain a profit from, or to ameliorate losses caused by, changes in the price of Physical Gold. The
Shares are intended to provide investors with adaptive exposure to gold and cash in a way that is responsive to
the realized volatility of the LBMA Gold Price PM and the S&P 500® Index.
The Shares may also a provide an accessible, convenient and relatively cost-efficient alternative for investors not otherwise in a position to participate directly in the market for physical gold.
|
3
|
||
The Index
|
The Wilshire Gold Index (the "Index") is based on notional components
and is not an investment product. The Index is calculated, maintained and published by Solactive AG (the "Index
Calculation Agent"). The Sponsor is the sponsor of the Index. The level of the Index is calculated and published
on each Index Business Day (as defined below) by approximately 7:00 p.m. (New York City time) and will be available
through various market data vendors, including Bloomberg LP, under the ticker symbol “WGIX”, and Refinitiv,
under the Reuters instrument code (“RIC”) “.WGIX”. The Index Calculation Agent calculates
an intraday indicative value for the Index (“IIV”) every fifteen seconds while Shares are trading on
the Exchange (normally 9:30 a.m. –
4:00 p.m. New York City time). Because the IIV is not calculated using the LBMA Gold Price, but instead by using
other gold prices, the IIV is not the same as the Index level reported under “WGIX”. The IIV and the
Index level reported under “WGIX” may vary significantly, including in times of volatility in gold prices.
See “Risk Factors—The Index level may vary significantly from the intraday indicative value of the Index.”
The objective of the Index is to reduce the risk-profile typically associated with the purchase of gold, as measured
by the realized volatility of the LBMA Gold Price PM, while maintaining the correlative benefits of gold versus
the S&P 500® Index. Gold may serve or act as a diversifier and a hedge within a portfolio of
assets, especially during times of heightened realized volatility observed in the S&P 500® Index,
and therefore the Index will generally calculate an increased gold exposure during periods of heightened realized
volatility observed in the S&P 500® Index.
The Index has a notional component representing Physical Gold (the "Physical Gold Component") and cash (the “Cash Component”) based on the Cash Weighting to the extent that less than 100% of the Index is
comprised of the Physical Gold Component. In seeking to track the Cash Weighting portion of the Index, the Trust will hold cash.
For purposes of calculating the net asset value (“NAV”) of the Trust, to ascertain the price of physical gold held by the Trust (the “Physical Gold”), the prices at 3:00 p.m., London Time (the “LBMA Gold
Price PM”), obtained from auctions conducted by ICE Benchmark Administration (“IBA”), a benchmark administrator appointed by the London Bullion Market Association (the “LBMA”), will be used.
On the Rebalance Date, the Index rebalances its weighting of the Physical Gold
Component utilizing a mathematically derived, non-discretionary and passive rules-based methodology that is based
on the realized volatility of the LBMA Gold Price PM and realized volatility of the S&P 500®
Index.
See "Description of the Index" below.
|
|
Assets of the Trust
|
The Trust will have no assets other than (a) Physical Gold and (b) cash.
The Gold Custodian (as defined below) holds all of the Trust’s Physical Gold in its own vault premises except when the Physical Gold is held by a sub-custodian. The cash will be held by the Cash Custodian (as
defined below) on behalf of the Trust.
|
4
The amount of Physical Gold and cash held by the Trust will be determined by the Index. However, because the Trust rebalances its holdings monthly, in the periods between such monthly rebalances, as a result of changes in the value of Physical Gold, among other factors, the percentages of Physical Gold relative to the percentages of
cash held by the Trust may diverge from the initial percentages in the Index on the most recent Rebalance Date.
The Trust's assets, other than Physical Gold, shall consist of cash.
The Trust's Physical Gold and cash are carried, for financial statement purposes, at fair value, as required by the U.S. generally accepted accounting principles ("GAAP").
|
||
The Trust's NAV and the NAV
per Share |
The Trust's NAV is determined on each Business Day by the Administrator as of 4:00 p.m. (New York City time) or as soon thereafter as practicable. The Trust's NAV shall be determined by the Administrator on a
GAAP basis, and shall be equal to the sum of the values of the Physical Gold held by the Trust and cash held by the Trust (the "Cash Holdings"), less expenses and liabilities of the Trust. The NAV per Share, which is calculated by the
Administrator on each Business Day, is equal to the Trust's NAV divided by the number of outstanding Shares.
In accordance with the Trust's valuation policy and procedures, the Administrator will determine the price of the Trust's Physical Gold by reference to the LBMA Gold Price. This price will generally be based
on the LBMA Gold Price PM.
The Administrator determines the amount of any U.S. dollars held by the Trust, as of 4:00 p.m. (New York City time) or as soon thereafter as practicable, on each Business Day.
The Trust's investment objective is for the Shares to closely reflect the Index less the Trust's liabilities and expenses. The Trust's NAV and NAV per Share will be determined, in part, by reference to the
LBMA Gold Price and the value of the Trust’s holdings in cash. See "Valuation of the Trust's Physical Gold Holdings" and “Valuation of the Trust’s Cash Holdings" below.
|
|
The Shares
|
The Trust issues and redeems Shares at NAV with Authorized Participants and only in large blocks of 10,000 shares (each block of Shares is called a “Creation Unit”) or multiples thereof in exchange for cash.
Except when aggregated in Creation Units, the Shares are not redeemable securities of the Trust.
Individual Shares may be purchased and sold only on the Exchange through brokers. Because the Shares will trade at market prices rather than NAV, Shares may trade at prices greater than NAV (at a premium), at
NAV, or less than NAV (at a discount).
Retail investors may purchase and sell Shares through traditional brokerage accounts.
Purchases or sales of Shares may be subject to brokerage commissions. Investors are encouraged to review the terms of their brokerage
accounts for applicable charges.
|
5
|
Shares issued by the Trust will be registered in a book-entry system and held in the name
of "Cede & Co." at the facilities of DTC, and one or more global certificates issued by the Trust to DTC will
evidence the Shares. Shareholders may hold their Shares through DTC if they are direct participants in DTC ("DTC
Participants") or indirectly through entities (such as broker-dealers) that are DTC Participants.
See "Book-Entry-Only Shares" below for more details.
The Shares are expected to be listed on the Exchange and trade under the ticker symbol "WGLD". Solactive AG calculates an intraday indicative net asset value for the Shares (“INAV”) every fifteen
seconds while Shares are trading on the Exchange (normally 9:30 a.m. – 4:00 p.m. New York City time). Because the INAV is not calculated using the LBMA Gold Price PM, but instead by using other gold prices, the INAV is not the same as
the Share price reported under “WGLD”. The INAV and the Share price reported under “WGLD” may vary significantly, including in times of volatility in gold prices. See “Risk Factors—The INAV is not the same as the Share price or any
other trading price of the Shares in the secondary market.”
|
|
Authorized Participants
|
Creation Units may be created or redeemed only by Authorized Participants. An “Authorized Participant” is: (i) 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; (ii) a participant in the DTC system; and (iii) a party to an agreement with the Trust and the Sponsor (an “Authorized
Participant Agreement”). The Authorized Participant Agreement sets forth the procedures for the creation and redemption of Creation Units and for the delivery of cash required for such creations or redemptions. See “Creation and Redemption
of Shares” for more details.
|
|
Sponsor's Fee; Sponsor-Paid Expenses; Additional Trust Expenses
|
Except for transaction costs associated with the rebalancing of the Trust's portfolio, and the fees and expense reimbursements due to the Marketing Agent, the Trust's only ordinary recurring expense is
expected to be the Sponsor's Fee (as defined below).
The Sponsor's Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The Sponsor's Fee will be calculated by the Administrator by applying an annual rate of
65 basis points (0.65%) to the Trust's NAV (the "Sponsor's Fee"). The Administrator will make its calculation regarding the Sponsor's Fee in respect of each Rebalance Date by reference to the Trust's NAV as of the related Determination Date
(as defined below). The Sponsor's Fee will be payable in U.S. dollars and will be deducted on a monthly basis in advance as of each Rebalance Date from the amounts on deposit in the Cash Account (as defined below).
To pay the Sponsor's Fee, the Administrator will withdraw from the cash on deposit
in the Cash Account an amount of U.S. dollars equal to the Sponsor's Fee, determined as described above. Any Sponsor-Paid Expenses
(as defined below) will be netted out of the Sponsor's Fee, and the Administrator will directly pay the recipients of such Sponsor-Paid
Expenses out of such amounts. After netting such Sponsor-Paid Expenses, the Administrator will pay the remaining amount of the
Sponsor's Fee to the Sponsor. The Sponsor, from time to time, may waive all or a portion of the Sponsor's Fee in its sole discretion.
|
6
The following ordinary and recurring fees of the Trust will be paid by the Administrator from the Sponsor's Fee: the Administrator Fee, the Gold Custodian Fee, the Cash Custodian Fee, the Transfer Agent Fee, the Representative Fee, the Trustee Fee, the Index Calculation Agent
Fee, the Partnership Representative Fee, the Trust's audit fees (including any fees and expenses associated with tax preparation) and up to $100,000 per year of the Trust’s legal fees and expenses (collectively, the "Sponsor-Paid
Expenses").
The Trust will be responsible for certain other fees and expenses that are not contractually assumed by the Sponsor, including but not limited to any fees and expenses associated with the Trust's monthly
rebalancing between Physical Gold and cash, any other fees (including commissions and/or exchange fees) associated with buying and selling Physical Gold for the Trust, the fees and expense reimbursements due to the Marketing Agent, the
Trust's regulatory fees and expenses (including any filing, application or license fees), printing and mailing costs, costs of maintaining the Trust's website, the Trust’s legal fees and expenses to the extent they exceed $100,000 per
year, any applicable license fees, extraordinary legal fees and expenses of the Sponsor, any service provider of the Trust (each, a “Service Provider”) or the Trust, taxes and governmental charges, extraordinary expenses (as described
below) incurred by the Sponsor (or any other Service Provider) on behalf of the Trust, expenses of the Service Providers and any indemnification obligations of the Trust (collectively, "Additional Trust Expenses"). Extraordinary expenses
are fees and expenses incurred not in the ordinary course of the Trust’s business or fees that are unexpected or unusual in nature, such as extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust, legal
claims and liabilities, litigation costs, non-recurring expenses or costs incurred by the Sponsor or any other Service Provider on behalf of the Trust, or other unanticipated expenses.
The Administrator will direct the Cash Custodian to withdraw from the Cash Account on each Rebalance Date, an amount of U.S. dollars sufficient to pay the Trust expenses provided for in the Trust Agreement
and pay such amount to the recipients thereof.
|
||
Rebalancing of the Trust's Assets
|
On each Rebalance Date, following the calculation of the weighting of the components of the Index, the Trust shall rebalance the Trust's holdings in Physical Gold and cash in order to closely replicate the
Index.
In order to effect the monthly rebalancing, the Index Calculation Agent shall provide percentage weights for the Physical Gold Component and the Cash Component to the Administrator and the Sponsor on the
Determination Date. Thereafter, the Sponsor, based on information provided by the Administrator and the Index Calculation Agent, shall make such determinations and calculations as of each Determination Date (taking into account amounts on
deposit in the Cash Account as of such Determination Date and the amount of cash necessary to, on such Rebalance Date, pay amounts due and payable by the Trust) as are necessary in order to determine the amount of Physical Gold to purchase
or sell. "Determination Date" means the second Business Day prior to each Rebalance Date. In addition, the Representative interacts with the Cash Custodian, the Gold Custodian, the Administrator, the Trustee, the Index Calculation Agent and
any other third party service providers to the Trust for the purpose of effecting monthly rebalances of the Trust’s assets on a Rebalance Date, and effecting creations and redemptions.
|
7
The Sponsor, on each Rebalance Date, shall instruct the Representative to purchase and/or sell Physical Gold. In addition, the Administrator, acting pursuant to instructions from the Sponsor, shall, on the
Rebalance Date, instruct the Cash Custodian to pay amounts due and payable by the Trust as of the Determination Date.
|
|||
Gold Custodian
|
JPMorgan Chase Bank, N.A. will serve as the Trust's Physical Gold custodian (in such capacity, "Gold Custodian"). The Gold Custodian is responsible for the safekeeping of the Trust’s Physical Gold and
supplying inventory information to the Trust. The Gold Custodian is also responsible for facilitating the transfer of Physical Gold in and out of the Trust. The Gold Custodian must allocate, or cause to be allocated, all Physical Gold
that can be credited to an allocated account maintained at the Gold Custodian on behalf of the Trust at the close of business on each Business Day. The Gold Custodian shall safely store Physical Gold in its own vaulting facilities and any
other vaulting facility as approved by the Gold Custodian. The Trust’s Physical Gold holdings are subject to periodic audits by the Trust’s independent registered public accounting firm, as defined in the Trust’s agreement with the Gold
Custodian.
|
||
Cash Custodian
|
The Bank of New York Mellon (the "Cash Custodian") will serve as the Trust's custodian of cash pursuant to the terms and provisions of a custody agreement between the Trust and the Cash Custodian (the "Cash
Custody Agreement").
|
||
The Trust's Cash Account
|
Under the Cash Custody Agreement, the Cash Custodian will be responsible for administering and maintaining a custodial account that holds cash for the benefit of the Trust (the "Cash Account"). Pursuant to
the instruction of the Sponsor, the Cash Custodian deposits cash into the Cash Account from amounts received on account of the sale of Physical Gold. The Cash Custodian withdraws cash from the Cash Account (i) at the instruction of the
Administrator or the Sponsor to pay certain fees and expenses of the Trust, or (ii) at the instruction of the Sponsor for the purpose of settling redemption orders from Authorized Participants. See the "Description of the Trust
Documents—Description of the Cash Custody Agreement" for more information.
|
||
Risk Factors |
An investment in the Shares of the Trust involves significant risks and is suitable only for persons who can bear the economic risk of the loss of their entire investment. Certain of
these risks are highlighted below and are discussed in the section “Risk Factors” beginning on page 12 of this prospectus.
|
||
• | There can be no assurance that the Trust will achieve its investment objective. |
||
• | There can be no assurance that the Trust will achieve profits or avoid losses, significant or otherwise. |
8
• | An investment in Shares of the Trust carries with it the inherent risks associated with investments related to Physical Gold. | ||
• | Fluctuations in the price of Physical Gold could materially and adversely affect an investment in the Shares because the value of the Shares relates directly to the value of the Physical Gold held by the Trust. |
• | The price of gold is volatile and historical fluctuations in gold prices are not a reliable indicator of future gold price movements. | ||
• | Certain members of the Sponsor have no history operating an investment vehicle like the Trust, their experience may be inadequate or unsuitable to manage the Trust. | ||
• | The Trust’s NAV may not always correspond to the market price of the Shares and, as a result, Shares may trade at prices greater than NAV (at a premium), at NAV, or less than NAV (at a discount). | ||
• | Performance of the Trust may not track the Index during particular periods or over the long term. Tracking error may cause the Trust to outperform or underperform its Index. | ||
• | The Share price reported under “WGLD” is not the same as the INAV; the INAV may vary significantly from the Share price, particularly during times of volatility of gold prices. | ||
• | The Index level calculated and published by approximately 7:00 p.m. (New York City time) under “WGIX” is not the same as the IIV; the IIV may vary significantly from the Index level, particularly during times of volatility in gold prices. | ||
• | The Index has a limited operating history and may perform in unanticipated ways. | ||
• | The historical performance of the Index or gold may not be indicative of future results. | ||
• |
The Index is not diversified, unlike other indices. |
||
• | An investment in the Shares may be adversely affected by competition from other methods of investing in commodities, and the availability of other gold products. | ||
• | Disruptions in the ability to create or redeem Creation Units may adversely affect investors. | ||
• | The Trust may terminate and liquidate at a time that is disadvantageous to Shareholders. | ||
• | The Trust and the Shares may be negatively impacted by the effects of the spread of illnesses or other public health emergencies (such as COVID-19) on the global economy, the markets and the Trust’s service providers. | ||
9
• | Certain potential conflicts of interest exist between the Sponsor, its affiliates and the Trust’s Shareholders. There can be no assurance that the conflicts described herein or others may not result in adverse consequences to the Trust and its Shareholders. | ||
• | Shareholders will be subject to taxation on their allocable share of the Trust’s taxable income, whether or not they receive cash distributions. |
• | The Trust’s purchases and sales of Physical Gold will be taxed less favorably compared to other types of investments. Long-term capital gains from the sale of “collectibles,” including gold bullion, are taxed at a maximum rate of 28%, rather than the 20% rate applicable to most other long-term capital gains. | ||
|
• |
Shareholders will receive partner information tax returns on Schedule K-1, which could increase the complexity of tax returns.
|
|
Reports |
At the end of each Business Day, the Sponsor, based on information received from the Administrator, shall post to the website www.wshares.com a report detailing the following items: the LBMA Gold Price, the
value of the Physical Gold, the value of cash, the Trust's NAV, the Trust's NAV per Share and such other information required to be posted pursuant to the requirements of the Exchange. On the first Business Day after the Rebalance Date, the
updated weights for Physical Gold and cash for the Index are posted to the Trust's website.
After the end of each fiscal year, the Trust will cause to be prepared an annual report containing audited financial statements prepared in accordance with U.S. GAAP for the Trust. In addition to the annual
report, the Trust will cause quarterly and required periodic reports to be prepared, filed with the SEC and the Exchange.
|
||
The Trust is responsible for the registration and qualification of the Shares under the federal securities laws and any other securities laws of the United States or any other jurisdiction as the Trust may
select.
The Trust will make elections, file or cause to be filed tax returns and prepare, disseminate and file tax reports, as advised by its counsel or accountants and/or as required by any applicable statute, rule
or regulation.
A website at www.wshares.com will be maintained for Shareholders that will contain the reports and financial statements set forth above. The website will generally be updated as of each Business Day by
approximately 7:00 p.m. (New York City time).
|
|||
Principal Offices
|
The Trust's principal office is located at 2 Park Avenue, 20th Floor,
New York, New York 10016, and its telephone number is (917) 671-9097.
|
||
Emerging Growth Company Status
|
The Trust qualifies as an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of specified reduced
reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company, among other things:
|
||
10
• | The Trust is exempt from the requirement to obtain an attestation and report from its auditors on the assessment of its internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"); | ||
• | The Trust is exempt from compliance with any requirement that the Public Company Accounting Oversight Board (the "PCAOB") may adopt regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements; |
• | The Trust is permitted to provide less extensive disclosure about executive compensation arrangements; | ||
• | The Trust is not required to give Shareholders non-binding advisory votes on executive compensation or golden parachute arrangements; | ||
• | The Trust is granted the ability to present more limited financial data in this registration statement, of which this prospectus is a part; and | ||
• | The Trust may elect not to use an extended transition period for complying with new or revised accounting standards. | ||
The Trust may take advantage of these provisions for up to five years from the last day of its fiscal year following the date of this prospectus or such earlier time that the Trust is no longer an emerging
growth company. The Trust will cease to be an emerging growth company by 2025 or if it has more than $1.07 billion in annual revenues, has more than $700 million in market value of its common shares held by non-affiliates of issues more
than $1.0 billion of non-convertible debt securities over a three-year period. The Trust may choose to take advantage of some but not all of these reduced burdens. The Trust has elected not to opt-out of such extended transition period,
which means that when a new or revised accounting standard is issued, and it has different application dates for public or private companies, the Trust, as an emerging growth company, may elect not to adopt the new or revised standard until
the time private companies are required to adopt the new or revised standard.
|
|||
Ticker and Other Symbols
|
Shares: WGLD (NYSE)
Index level: WGIX (Bloomberg) and .WGIX (Refinitiv)
|
11
12
13
The Shares may trade at a price which is at, above, or below the NAV per Share and any premium or discount in the trading relative to the NAV per Share may widen as a result of different trading hours of the Exchange and other exchanges.
The Shares may trade at, above, or below the NAV per Share. The NAV per Share will fluctuate with changes in the market value of the Physical Gold owned by the Trust. The Share price will fluctuate with changes in NAV per Share as well as market supply and demand. The amount of discount or premium in the trading price relative to NAV per Share may be affected by non-concurrent trading hours between the Exchange and major gold markets. While the Shares will trade on the Exchange until 4:00 pm (New York City time), liquidity in the market for Physical Gold may be reduced after the close of major world gold markets including London and other locations. When Shares are trading at a premium to NAV, an investor will pay more to purchase Shares compared to the value of the Trust’s underlying assets. When Shares are trading at a discount to NAV, an investor will pay less to purchase Shares compared to the value of the Trust’s underlying assets. Depending on the price at which an investor purchased its Shares and whether the Shares trade at a discount or a premium to NAV may affect the investor’s gain or loss on its investment in the Trust when Shares are sold. If, for example, a Shareholder purchased Shares at a slight premium to NAV and sold Shares while they were trading at a discount to NAV, the Shareholder will realize a loss on the investment, assuming no change in NAV and no bid/ask spread impact on the price of the purchase or sale.
14
15
16
17
18
19
20
21
• |
Global or regional political, economic or financial events and situations, especially those unexpected in nature;
|
• |
Interest rates in fiat currencies;
|
• |
Currency exchange rates, including the rates at which gold is priced in exchanges and trading venues around the world;
|
• |
Investment and trading activities of large investors, including private and registered trusts, hedge funds and commodity funds, commodity pools, that may directly or indirectly invest in gold;
|
• |
Changes in economic variables such as economic output and growth, and monetary policies;
|
• |
Changes in global gold supply and demand; and
|
• |
Investor and speculator attitude and confidence toward gold.
|
22
23
24
25
26
27
28
• |
the Sponsor and its respective affiliates will be indemnified pursuant to the Trust Agreement;
|
• |
allocating resources among different clients and potential future business ventures, to each of which they owe fiduciary duties, is the responsibility of the Sponsor;
|
• |
the Sponsor's respective staff also service affiliates of the Sponsor and its respective clients. Time or resources to the management of the business and affairs of the Trust must be shared with other clients;
|
• |
the Trust Agreement does not prohibit the Sponsor, its respective affiliates and their respective officers and employees from engaging in other businesses or activities that might be in direct competition with the Trust;
|
• |
there has been no independent due diligence conducted with respect to this offering, where applicable, and there is an absence of arm's-length negotiation with respect to certain terms of the Trust; and
|
• |
the Sponsor decides whether to obtain third party services for the Trust.
|
29
30
31
32
Tonnes
|
2015
|
2016
|
2017
|
2018
|
2019
|
|||||||||||||||
SUPPLY
|
||||||||||||||||||||
Mine Production
|
3,290
|
3,397
|
3,442
|
3,503
|
3,516
|
|||||||||||||||
Recycling
|
1,121
|
1,282
|
1,156
|
1,168
|
||||||||||||||||
Net Hedging Supply
|
13
|
33
|
―
|
―
|
10
|
|||||||||||||||
Total Supply
|
4.424
|
4,712
|
4,598
|
4,671
|
4,707
|
|||||||||||||||
DEMAND
|
||||||||||||||||||||
Jewelry Fabrication
|
2,478
|
2,017
|
2,255
|
2,282
|
2,351
|
|||||||||||||||
Industrial Demand
|
332
|
323
|
333
|
335
|
337
|
|||||||||||||||
Net Physical Investment
|
1,072
|
1,061
|
1,036
|
1,078
|
1,082
|
|||||||||||||||
Net Hedging Demand
|
―
|
―
|
24
|
12
|
―
|
|||||||||||||||
Net Official Sector Buying
|
577
|
390
|
377
|
657
|
600
|
|||||||||||||||
Total Demand
|
4,458
|
3,791
|
4,025
|
4,364
|
4,370
|
|||||||||||||||
Market Balance
|
(34
|
)
|
921
|
573
|
307
|
337
|
||||||||||||||
Net Investment in ETPs
|
(122
|
)
|
575
|
206
|
70
|
150
|
||||||||||||||
Market Balance less ETPs
|
88
|
346
|
366
|
237
|
187
|
|||||||||||||||
Gold Price (US$/oz, London)
|
1,160
|
1,251
|
1,257
|
1,268
|
1,310
|
33
34
35
36
37
38
39
The Wilshire Gold Index is based on notional components and is not an investment product. The Index is calculated, maintained and published by Solactive AG (the "Index Calculation Agent"). The Index was created by the Sponsor, as the sponsor of the Index. The level of the Index is calculated and published on each Index Business Day by approximately 7:00 p.m. (New York City time) and will be available through various market data vendors, and available on Bloomberg LP, under the ticker symbol “WGIX”, and Refinitiv, under the RIC “.WGIX”. The objective of the Index is to reduce the risk-profile typically associated with the purchase of gold, as measured by the realized volatility of the LBMA Gold Price PM, while maintaining the correlative benefits of gold versus the S&P 500® Index. The Index systematically rebalances between gold and cash on a monthly basis. Realized volatility, sometimes referred to herein as historical volatility, measures the magnitude of price movements of a given asset over a defined historical time period. The Index generally seeks to reduce its realized volatility relative to the realized volatility of the LBMA Gold Price PM by lowering its exposure to gold during periods of increased realized volatility in the LBMA Gold Price PM. Gold may serve or act as a diversifier and a hedge within a portfolio of assets, especially during times of heightened realized volatility observed in the S&P 500® Index, and therefore the Index will generally calculate an increased gold exposure during periods of heightened realized volatility observed in the S&P 500® Index. The below description of the Index methodology is only a summary, and other information about the Index, including tables of historical weights, performance, and scenario analysis, are provided here for informational purposes but are not intended to provide sufficient detail to permit full replication of the Index.
40
The following table illustrates the hypothetical weighting for the Physical Gold Component calculated at a given Determination Date (which is the second Index Business Day before the Rebalance Date) under different scenarios reflecting different assumptions for realized volatility of the LBMA Gold Price PM and S&P 500® Index as indicated below. As noted above, the percentage weighting for the Physical Gold Component will generally be lower than the prior month if the historical realized volatility of Physical Gold is higher than during the previous period, and vice versa. In addition, during a period of increased historical realized volatility within the S&P 500® Index, the Index may calculate a higher weighting for the overall exposure to gold. The table below illustrates the interplay of historical realized volatility of the LBMA Gold Price PM and the S&P 500® Index, and how these measures may result in particular weightings for the Physical Gold Component in specific scenarios.
Realized Volatility of S&P 500® Index | Realized Volatility of LBMA Gold Price PM | ||
15.0% | 20.0% | 25.0% | |
Weight of Physical Gold Component for Next Month^ | |||
10.0% | 100.0% | 75.0% | 60.0% |
15.0% | 100.0% | 90.0% | 72.0% |
20.0% | 100.0% | 100.0% | 96.0% |
25.0% | 100.0% | 100.0% | 100.0% |
^ The values in the matrix above, while not intended to cover all possible variations, provide weightings for the Physical Gold Component that result from various combinations of the realized volatility of the LBMA Gold Price PM and S&P 500® Index. Realized volatility of the S&P 500® Index lower than the range of realized volatilities of the S&P 500® Index (10.0% to 25.0%) within the matrix does not impact the Physical Gold Component weighting. Realized volatility of the LBMA Gold Price PM lower than the range of realized volatilities of the LBMA Gold Price PM (15.0% to 25.0%) within the matrix results in the Physical Gold Component weighting to remain at 100.0%, which is the same weighting calculated at the lowest value (15.0%) for the LBMA Gold Price PM realized volatility within the matrix. During the period for which backtested results are calculated for the Index (January 2000 to October 2020), the realized volatility of the LBMA Gold Price PM and S&P 500® Index on the monthly Determination Dates, as calculated using the below formula, has been above the highest value (25.0%) in the matrix in approximately 10% and 12% of the months, respectively. In such months, as the realized volatility of the LBMA Gold Price PM exceeds 25.0%, the weighting of the Physical Gold Component will generally decrease, but will never be less than 50%. Conversely, as the realized volatility of the S&P 500® Index exceeds 25.0%, the weighting of the Physical Gold Component will generally increase, but will never be more than 100%.
The realized volatility of the LBMA Gold Price PM is calculated using prices from the LBMA, which are made publicly available at the LBMA’s website (www.lbma.org.uk), and the realized volatility of the S&P 500® Index is calculated using prices from S&P Dow Jones Indices LLC (“S&P”), which are publicly available on S&P’s website (www.spglobal.com/spdji/en/). The Trust and the Sponsor are not affiliated with the LBMA or S&P and do not accept responsibility for, or guarantee the accuracy and/or completeness of, the data included on their websites. Although there are no publicly available sources for the specific realized volatility data for the LBMA Gold Price PM and the S&P 500® Index calculated by the Index on each Determination Date, realized volatility may be computed by investors using standard calculation of realized volatility on a price timeseries of an asset, which is shown below.
“Price” = price time series
“Lookback” = number of days in the lookback period
252 is used as the normalizing constant to convert the realized volatility to an annualized equivalent (i.e., it represents the number of trading days in any given year)
√= Square root operator
Σ= Summation operator, addition of all of the inputs calculated by iterating over the business days in the lookback period
2 = Squared operator, the value multiplied by itself
41
Month and Year
|
Physical Gold Component Weight
|
Cash Weighting
|
December 2019
|
100.0%
|
0.0%
|
January 2020
|
100.0%
|
0.0%
|
February 2020
|
93.7%
|
6.3%
|
March 2020
|
100.0%
|
0.0%
|
April 2020
|
100.0%
|
0.0%
|
May 2020
|
100.0%
|
0.0%
|
June 2020
|
100.0%
|
0.0%
|
July 2020
|
100.0%
|
0.0%
|
August 2020
|
84.2%
|
15.8%
|
September 2020
|
75.0%
|
25.0%
|
October 2020
|
95.6%
|
4.4%
|
November 2020
|
100.0%
|
0.0%
|
The table and graph below set forth the back-tested performance of the Index from January 4, 2000 through October 30, 2020. The back-tested performance of the Index set forth in the table and graph below was calculated using the methodology employed to calculate the Index since its inception on November 3, 2020. The Index has been calculated by the Index Calculation Agent only since November 3, 2020. The back-tested data included in this section supports the Index’s objective, in particular that the realized volatility associated with investing in gold can be reduced based on modifying the Index’s exposure to gold when there is increased realized volatility in the LBMA Gold Price PM.
42
Cumulative Return
|
Annualized Volatility**
|
||||||||||||||||
Index
|
Gold
|
Index
|
Gold
|
||||||||||||||
20-year
|
1/4/2000-10/30/2020
|
715.2
|
%
|
568.5
|
%
|
15.4
|
%
|
17.4
|
%
|
||||||||
10-year
|
10/29/2010-10/30/2020
|
61.1
|
%
|
39.7
|
%
|
14.3
|
%
|
16.1
|
%
|
||||||||
5-year
|
10/30/2015-10/30/2020
|
67.2
|
%
|
64.7
|
%
|
13.4
|
%
|
14.1
|
%
|
||||||||
2-year
|
10/31/2018-10/30/2020
|
54.9
|
%
|
53.6
|
%
|
14.9
|
%
|
15.6
|
%
|
||||||||
1-year
|
10/31/2019-10/30/2020
|
27.4
|
%
|
26.1
|
%
|
18.0
|
%
|
18.9
|
%
|
||||||||
Great Recession
|
|||||||||||||||||
12/31/2007 – 3/31/2009
|
15.7
|
%
|
9.9
|
%
|
27.0
|
%
|
31.4
|
%
|
|||||||||
First Decade in the 2000's
|
|||||||||||||||||
1/4/2000-12/31/2009
|
315.7
|
%
|
286.3
|
%
|
16.4
|
%
|
18.7
|
%
|
43
Index
|
||||||||||||||||||||
Number of Years
|
1
|
2
|
5
|
10
|
All**
|
|||||||||||||||
Annualized Internal Rate of Return
|
27.4
|
%
|
24.4
|
%
|
10.8
|
%
|
4.9
|
%
|
10.6
|
%
|
||||||||||
Gold
|
||||||||||||||||||||
Annualized Internal Rate of Return
|
26.1
|
%
|
23.9
|
%
|
10.5
|
%
|
3.4
|
%
|
9.5
|
%
|
||||||||||
44
• |
The LBMA PM Gold Fixing is not available due to:
|
o |
The London Gold Market/LBMA being closed;
|
o |
Technical disruptions exist causing no LBMA PM Fixing to be calculated or published;
|
o |
ICE or LBMA ceases to publish;
|
o |
A public statement or publication of information by the regulatory supervisor or the administrator of the LBMA announcing that the LBMA is no longer representative of gold prices; or
|
o |
A force majeure event has occurred.
|
• |
The S&P 500® Index level is not available due to:
|
o |
The S&P 500® Index level has not been published; or
|
o |
A force majeure event has occurred.
|
45
The Index (the “Licensee Index”) was created by the Sponsor for the Trust, which has contracted with S&P Dow Jones Indices LLC (“SPDJI”) to license the use of the S&P 500® Index in connection with the Licensee Index. The S&P 500® Index is the property of SPDJI. S&P DJI, its affiliates and licensors shall have no liability for any errors or omissions in the S&P 500® Index, any data related thereto, the Licensee Index and any investment products based thereon, and the Licensee Index and the any investment products based thereon are not sponsored, endorsed, sold or promoted by SPDJI, its affiliates or third party licensors.
46
None of SPDJI, its affiliates or third party licensors make any representation or warranty, express or implied, to the owners of the Trust or any member of the public regarding the advisability of investing in securities generally or in the Trust particularly or the ability of the S&P 500® Index to track general market performance. SPDJI’s only relationship to Licensee with respect to the Licensee Index and Products is the licensing of the S&P 500® Index. SPDJI and its third party licensors are not responsible for and have not participated in the determination of the prices and amount of the Trust or the timing of the issuance or sale of the Trust or in the determination or calculation of the equation by which the Trust may convert into cash or other redemption mechanics. SPDJI, its affiliates and third-party licensors have no obligation or liability in connection with the administration, marketing or trading of the Trust. SPDJI is not an investment advisor. Inclusion of a security within the S&P 500® Index is not a recommendation by SPDJI to buy, sell, or hold such security, nor is it investment advice.
NONE OF SPDJI, ITS AFFILIATES, OR THIRD PARTY LICENSORS GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE S&P 500® INDEX, THE LICENSEE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION WITH RESPECT THERETO, INCLUDING, ORAL, WRITTEN, OR ELECTRONIC COMMUNICATIONS. SPDJI, ITS AFFILIATES AND THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. SPDJI AND ITS THIRD PARTY LICENSORS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE Trust, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500® INDEX OR LICENSEE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL SPDJI, ITS AFFILIATES OR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME, OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
S&P® and S&P 500® are trademarks of Standard & Poor’s Financial Services LLC.
47
48
1. |
Determine the LBMA Gold Price—see “Calculation of the Trust's NAV”; and
|
2. |
Multiply the LBMA Gold Price by the amount of Physical Gold owned by the Trust as of the Evaluation Time on such day.
|
49
50
51
52
Wade Guenther, 45, is a Partner of Wilshire Phoenix Funds. Before joining Wilshire Phoenix, Mr. Guenther worked for over 16 years in financial services, including over 10 years in the exchange-traded fund (“ETF”) space. Mr. Guenther gained significant experience and knowledge of the ETF industry while serving as a portfolio analyst and portfolio manager at Horizons ETFs and Global X ETFs. Mr. Guenther’s expertise ranges across ETF product development, structuring, performance attribution analysis, business strategy, client management, equities, derivatives, trading, and currency hedging. Mr. Guenther holds a B.A. from the University of Western Ontario in Political Science with a concentration in Physics and Applied Mathematics. Mr. Guenther is a licensed futures supervisor in Canada and was a registered stockbroker holding Series 7 and 63 registrations in the U.S. Mr. Guenther holds a Chartered Financial Analyst (CFA) designation.
53
54
• |
any material breach by the Sponsor, its affiliates, or any of their respective agents or employees, of any provision of the Authorized Participant Agreement, including any representations, warranties and covenants by any of them except
that the Sponsor will not be required to indemnify a Sponsor Indemnified Party (as defined in the Authorized Participant Agreement) to the extent that such failure was caused by the strict adherence to instructions reasonably given by one or
more Sponsor Indemnified Parties therein;
|
• |
any material failure on the part of the Sponsor to perform any obligation of the Sponsor set forth in the Authorized Participant Agreement except that the Sponsor will not be required to indemnify a Sponsor Indemnified Party (as defined in
the Authorized Participant Agreement) to the extent that such failure was caused by the strict adherence to instructions reasonably given by one or more Sponsor Indemnified Parties;
|
• |
any failure by the Sponsor to comply with applicable laws and regulations in connection with the Authorized Participant Agreement;
|
• |
any untrue statement or alleged untrue statement of a material fact contained in the registration statement of the Trust as originally filed with the SEC, or in any amendment thereof, or in any prospectus, or in any amendment thereof or
supplement thereto, or in certain marketing materials, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
except those statements in the registration statement or the prospectus based on information furnished in writing by or on behalf of the Authorized Participant expressly for use in the registration statement or the prospectus.
|
55
Determination of Required Payment
The total payment required to create each Creation Unit is an amount of cash equal to the NAV of 10,000 Shares of the Trust on the creation order date.
Because orders to purchase Creation Units must be placed by 9:15 a.m. (New York City time) but the total payment required to create a Creation Unit will not be determined until as of 4:00 p.m. (New York City time) on the Business Day the creation order is received, Authorized Participants will not know the total amount of the payment required to create a Creation Unit at the time they submit the creation order for the Creation Unit. The Trust’s NAV and the total amount of the payment required to create a Creation Unit could rise or fall substantially between the time a creation order is submitted and the time the amount of the purchase price in respect thereof is determined.
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
• |
Upon the withdrawal or the adjudication or admission of bankruptcy or insolvency of the Sponsor unless within ninety (90) days of such event, Shareholders holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as
of the Record Date (not including Shares held by the Sponsor or its affiliates) agree in writing to continue the Trust and to select, effective as of the date of such event, one or more successor sponsors;
|
• |
Shares are delisted from the Exchange and are not approved for listing on another national securities exchange within five (5) Business Days of their delisting;
|
• |
The Trust becomes insolvent or bankrupt;
|
• |
All of the Trust's assets are sold;
|
• |
The SEC determines that the Trust is an investment company required to be registered under the Investment Company Act, and the Sponsor has made the determination that dissolution of the Trust is advisable;
|
• |
Sixty (60) days have elapsed since DTC or another depository has ceased to act as depository with respect to the Shares, and the Sponsor has not identified another depository that is willing to act in such capacity;
|
• |
After any Service Provider resigns or otherwise ceases to act in such capacity with respect to the Trust, and no replacement Service Provider is engaged, the Sponsor makes a determination that dissolution of the Trust is advisable; or
|
• |
The Sponsor, in its sole discretion, determines for any other reason to dissolve the Trust.
|
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
Nature of Payment
|
Recipient
|
Payor
|
Amount of Payment
|
Services Provided
|
Selling Commission
|
Authorized Participants
|
Shareholders
|
No greater than 2% of the gross offering proceeds.
|
Brokering purchases and sales of the Shares and creating and redeeming Creation Units.
|
Marketing Services Fee
|
Marketing Agent
|
Trust
|
A range from 0.005% - 0.01% per annum of the Trust’s assets during each year calculated in U.S. dollars; subject to an annual minimum fee based on the total number of funds, at $15,000 per fund, and not to exceed 7.5% of the gross offering
proceeds.
|
Works with the Sponsor, the Trust, and the Transfer Agent to facilitate the execution of Authorized Participant Agreements; reviews all proposed advertising materials and sales literature and files with appropriate regulators; reviews and
accepts creation and redemption orders from Authorized Participants; and provides other ancillary services related to the Marketing Agent services.
|
Advertising Compliance Review
|
Marketing Agent
|
Trust
|
$125 per communication piece for the first 10 pages, $10 per page thereafter.
$600 per communication piece requiring expedited review (within 24 hours) for the first 10 pages, $25 per page thereafter.
|
See above.
|
Additional Marketing Agent Fees and Expense Reimbursements
|
Marketing Agent
|
Trust
|
Various one-time setup and fixed fees and out-of-pocket expense reimbursements, not to exceed 0.5% of the gross offering proceeds.
|
See above.
|
90
91
92
93
94
“LBMA”—London Bullion Market Association.
95
96
97
Assets:
|
||||
Cash
|
$
|
18
|
||
Total Assets
|
$
|
18
|
||
Liabilities:
|
||||
Total Liabilities
|
$
|
0
|
||
Net Assets (1 Share issued and outstanding, no par value, unlimited number of shares authorized)
|
$
|
18
|
||
Net asset value per Share
|
$
|
18.00
|
See accompanying Notes to the Statement of Financial Condition.
Item 13. |
Other Expenses of Issuance and Distribution.
|
SEC registration fee
|
$
|
49,095
|
||
NYSE Arca, Inc. listing fee
|
0
|
|||
Legal fees and expenses
|
30,000
|
|||
Accounting fees and expenses
|
0
|
|||
Printing and engraving costs
|
0
|
|||
Transfer agent and marketing agent fees
|
20,000
|
|||
Miscellaneous
|
0
|
|||
Total
|
$
|
99,095
|
Item 14. |
Indemnification of Directors and Officers.
|
Item 15. |
Recent Sales of Unregistered Securities.
|
Item 16. |
Exhibits and Financial Statement Schedules.
|
(a) Exhibits
II-1
1.1
|
|
4.1
|
|
4.2
|
|
5.1
|
|
8.1
|
|
10.1*
|
|
10.2*
|
|
10.3
|
|
10.4*
|
|
10.5
|
|
10.6*
|
|
10.7
|
|
10.8
|
|
10.9*
|
|
23.1 | Consent of Citrin Cooperman & Company, LLP |
23.2
|
Consent of Seward & Kissel LLP (included in Exhibit 5.1)
|
23.3
|
Consent of Seward & Kissel LLP (included in Exhibit 8.1)
|
Item 17. |
Undertakings.
|
(1) |
To file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement:
|
(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than a twenty percent (20%) change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
II-2
(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
|
(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
(4) |
That, for the purpose of determining liability under the Securities Act to any purchaser:
|
(i) |
If the Registrant is relying on Rule 430B under the Securities Act:
|
(A) |
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) under the Securities Act shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and
|
(B) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7) under the Securities Act) as part of a registration statement in reliance or Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) under the Securities Act) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of an included
in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability
proposes of the issuer and any person that is at that date an underwriter such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchase with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
|
II-3
(ii) |
If the Registrant is subject to Rule 430C under the Securities Act, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any
such document immediately prior to such date of first use.
|
(5) |
That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:
|
(i) |
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser;
|
(ii) |
Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;
|
(iii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
|
(iv) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
|
(v) |
Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
|
(6) |
That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
|
II-4
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this pre-effective amendment no. 5 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, New York, on the 28th day of January, 2021.
|
By: Wilshire Phoenix Funds LLC, as Sponsor of the Trust
|
|
|
|
|
|
|
|
|
By:
|
/s/ William Herrmann
|
|
|
Name: William Herrmann
|
|
|
Title: Managing Partner
|
|
|
|
Signature
|
Title
|
Date
|
|
/s/ William Herrmann
|
Managing Partner of Wilshire Phoenix Funds LLC (serving in the capacity of principal executive officer and
director)
|
January 28, 2021
|
|
William Herrmann
|
|||
/s/ William Cai
|
Partner of Wilshire Phoenix Funds LLC (serving in the capacity of principal financial officer and principal
accounting officer and director)
|
January 28, 2021
|
|
William Cai
|
|||