What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-07 compared with 2021-03-26 · 64 added, 69 removed, 686 unchanged (16% of the section changed)

24 unchanged sentences

The value of gold will be reported on the Trust’s website daily.

Individual Shares will not be redeemed by the Trust but are listed and trade on the NYSE Arca under the symbol “AAAU.” Investors do not have the right to take delivery of the physical gold bullion in exchange for the Shares such investors own.

Individual Shares will not be redeemed by the Trust but are listed and trade on the Cboe BZX Exchange under the symbol “AAAU.” Effective February 3, 2022, the listing of the Trust was transferred from NYSE Arca to Cboe BZX Exchange.

Investors do not have the right to take delivery of the physical gold bullion in exchange for the Shares such investors own.

As of 4:01 p.m., EST, on December 11, 2020 (the “Closing”), Gold Corporation, as the prior custodial sponsor (the “Prior Custodial Sponsor”) of the Trust, and Exchange Traded Concepts, LLC, as the prior administrative sponsor of the Trust (the “Prior Administrative Sponsor,” and together with the Prior Custodial Sponsor, the “Prior Sponsors”) transferred the roles of the Prior Sponsors to the Sponsor.

34 unchanged sentences

the marketing expenses of the Trust;

the listing fees of the Trust on the NYSE Arca;

the listing fees of the Trust on the Exchange;

registration fees associated with the Trust charged by the SEC;

11 unchanged sentences

The Sponsor is under no obligation to continue a waiver after the end of a stated period, and, if such waiver is not continued, the Sponsor Fee will thereafter be paid in full.

Presently, the Sponsor does not intend to waive any of its fees.

The Sponsor may instruct the Trustee from time to time to withhold a portion of the Sponsor Fee otherwise payable to the Sponsor and to pay such withheld portion to persons identified by the Sponsor for purpose of satisfying certain expenses of the Trust for which the Sponsor is responsible.

12 unchanged sentences

Valuation of Gold and Computation of Net Asset Value

On each business day that the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 p.m.

On each business day that the Exchange is open for regular trading, as promptly as practicable after 4:00 p.m.

New York City time, the Trustee values the gold held by the Trust and determines the Net Asset Value of the Trust, as described below.

4 unchanged sentences

The Trustee will hold in such account all cash that it has credited to such account to reflect the reserves for taxes or other governmental charges and other contingent liabilities payable out of the Trust that the Trustee has determined from time to time to be required by GAAP.

The Trustee also determines the Net Asset Value per Share by dividing the Net Asset Value of the Trust by the number of the Shares outstanding as of the close of trading on the NYSE Arca (which includes the net number of any Shares deemed created or redeemed on such evaluation day).

The Trustee also determines the Net Asset Value per Share by dividing the Net Asset Value of the Trust by the number of the Shares outstanding as of the close of trading on the Exchange (which includes the net number of any Shares deemed created or redeemed on such evaluation day).

All gold is valued based on its Fine Ounce content, calculated by multiplying the weight of gold by its purity;

19 unchanged sentences

The Trustee will notify investors at least 30 days before the date for termination of the Trust Agreement and the Trust if any of the following occurs:

the Trustee is notified that the Shares are delisted from the NYSE Arca and are not approved for listing on another national securities exchange within five business days of their delisting;

the Trustee is notified that the Shares are delisted from the Exchange and are not approved for listing on another national securities exchange within five business days of their delisting;

investors acting in respect of at least 75% of the outstanding Shares notify the Trustee that they elect to terminate the Trust;

13 unchanged sentences

On and after the date of termination of the Trust, the Trustee shall not accept any deposits of gold.

If any Shares remain outstanding after the date of termination, the Trustee thereafter shall discontinue the registration of transfers of Shares, shall not make any distributions to investors, and shall not give any further notices or perform any further acts under the Trust Agreement, except that the Trustee will continue to collect distributions pertaining to Trust assets and hold the same uninvested and without liability for interest, pay the Trust’s expenses and sell gold as necessary to meet those expenses and will continue to deliver Trust assets, together with any distributions received with respect thereto and the net proceeds of the sale of any other property, in exchange for Shares surrendered to the Trustee by Authorized Participants (after deducting or upon payment of, in each case, the fee of the Trustee for the surrender of Shares, any expenses for the account of the investors in accordance with the terms and conditions of the Trust Agreement, and any applicable taxes or other governmental charges).

distributions received with respect thereto and the net proceeds of the sale of any other property, in exchange for Shares surrendered to the Trustee by Authorized Participants (after deducting or upon payment of, in each case, the fee of the Trustee for the surrender of Shares, any expenses for the account of the investors in accordance with the terms and conditions of the Trust Agreement, and any applicable taxes or other governmental charges).

At any time after the expiration of 60 days following the date of termination of the Trust, the Trustee shall sell the Trust assets then held under the Trust Agreement pursuant to the Sponsor’s direction, or, if the Sponsor fails to provide such direction, as the Trustee determines and may thereafter hold the net proceeds of any such sale, together with any other cash then held by the Trustee under the Trust Agreement, uninvested and without liability for interest, for the pro rata benefit of the investors that have not theretofore surrendered their Shares.

18 unchanged sentences

The Trust does not trade in gold futures contracts on COMEX or on any other futures exchange.

Because the Trust does not trade in gold futures contracts on any futures exchange, the Trust is not regulated by the CFTC under the Commodity Exchange Act as a “commodity pool,” and is not operated by a CFTC-regulated commodity pool operator.

Because the Trust does not trade in gold futures contracts on any futures exchange, the Trust is not regulated by the CFTC

under the Commodity Exchange Act as a “commodity pool,” and is not operated by a CFTC-regulated commodity pool operator.

Investors in the Trust do not receive the regulatory protections afforded to investors in regulated commodity pools, nor may COMEX or any futures exchange enforce its rules with respect to the Trust’s activities.

10 unchanged sentences

Market prices for the Shares are available from a variety of sources including brokerage firms, information websites and other information service providers.

The Net Asset Value of the Trust is published by the Sponsor on each day that the NYSE Arca is open for regular trading and will be posted on the Trust’s website.

The Net Asset Value of the Trust is published by the Sponsor on each day that the Exchange is open for regular trading and will be posted on the Trust’s website.

Any creation and issuance of Shares above the amount registered on the effective registration statement will require the registration of such additional Shares.

34 unchanged sentences

Goldman Sachs Asset Management, L.P.

has been registered as an investment adviser with the Securities and Exchange

Commission since 1990 and is an indirect, wholly-owned subsidiary of Group Inc.

has been registered as an investment adviser with the Securities and Exchange Commission since 1990 and is an indirect, wholly-owned subsidiary of GS Group Inc.

and affiliate of Goldman Sachs & Co.

Founded in 1869, Group, Inc.

Founded in 1869, GS Group, Inc.

is a publicly-held financial holding company and a leading global investment banking, securities and investment management firm.

26 unchanged sentences

The Trust Agreement provides that the Sponsor will not assume any obligation nor shall the Sponsor be subject to any liability to any registered owner of Shares, beneficial owner of Shares, Authorized Participant or other person (including liability with respect to the worth of the Trust Property), except that the Sponsor agrees to perform its obligations under the Trust Agreement without gross negligence, willful misconduct or bad faith.

The Sponsor or any of its directors, officers, managers, members, employees, agents or affiliates will not be liable if the Sponsor is prevented, forbidden, subject to civil or criminal penalty or delayed in meeting its obligations under the Trust Agreement by reason of any law, regulation, governmental or regulatory authority, stock

exchange, or by reason of any act of God or war or terrorism or other circumstances beyond its control.

The Sponsor will not be liable by reason of any non-performance

or delay in the performance of any action which may be performed under the Trust Agreement or by exercising, or not, any discretion provided for in the Trust Agreement.

The Sponsor and its members, managers, directors, officers, employees, agents and affiliates shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Sponsor in furtherance of the administration of the Trust (including Authorized Participant Agreements to which the Sponsor is a party, including the Sponsor’s indemnification obligations thereunder) or any actions taken in accordance with the provisions of the Trust Agreement, to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with the provisions of the Trust Agreement, or any such other agreement, or (ii) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement, or any such other agreement.

the Trust (including Authorized Participant Agreements to which the Sponsor is a party, including the Sponsor’s indemnification obligations thereunder) or any actions taken in accordance with the provisions of the Trust Agreement, to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with the provisions of the Trust Agreement, or any such other agreement, or (ii) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement, or any such other agreement.

14 unchanged sentences

The Trustee’s principal responsibilities include:

(1) valuing the Trust’s gold and calculating

the Net Asset Value per Share of the Trust;

(1) valuing the Trust’s gold and calculating the Net Asset Value per Share of the Trust;

(2) supplying inventory information received from the Custodian to the Sponsor for the Trust’s website;

5 unchanged sentences

(8) holding the Trust’s cash and other financial assets, if any;

(9) when appropriate, making distributions of cash or other property (other than gold) to investors;

(9) when appropriate, making distributions of cash or other property (other than gold) to

and (10) receiving and reviewing reports on the custody of and transactions in the Trust’s gold from the Custodian and taking such other actions in connection with the custody of gold as the Sponsor instructs.

18 unchanged sentences

Limitation on Trustee’s Liability

liability with respect to the worth of the Trust Property), except that the Trustee agrees to perform its obligations

under the Trust Agreement without gross negligence, willful misconduct or bad faith.

The Trust Agreement provides that the Trustee will not assume any obligation nor shall the Trustee be subject to any liability to any registered or beneficial owner of the Shares, Authorized Participant or other person (including liability with respect to the worth of the Trust Property), except that the Trustee agrees to perform its obligations under the Trust Agreement without gross negligence, willful misconduct or bad faith.

The Trustee shall not have any obligation or liability for, or otherwise related to, any services the Custodian may, directly or indirectly, separately offer or provide to any beneficial owner.

In no event will the Trustee be liable for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document (1) from the Sponsor, the Custodian or any entity acting on behalf of either which the Trustee believes is given pursuant to or is authorized by the Trust Agreement or the Custody Agreement, respectively;

authorized by the Trust Agreement or the Custody Agreement, respectively;

and (2) from or on behalf of any Authorized Participant which the Trustee believes is given pursuant to or is authorized by an Authorized Participant Agreement (provided that the Trustee has complied with the verification procedures specified in the Authorized Participant Agreement).

15 unchanged sentences

Indemnification of the Trustee

loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Trustee in furtherance of the administration of the Trust (including the Custody Agreement and any Authorized Participant Agreement, including the Trustee’s indemnification obligations under these agreements), or otherwise by reason of the Trustee’s acceptance or administration of the Trust to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of its obligations under the Trust Agreement or any such other agreement, or any actions taken in accordance with the provisions of the Trust Agreement or any such other agreement, or (ii) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement or any such other agreement.

The Trust Agreement provides that the Trustee, its directors, officers, employees, shareholders agents and affiliates (as defined under the Securities Act) shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Trustee in furtherance of the administration of the Trust (including the Custody Agreement and any Authorized Participant Agreement, including the Trustee’s indemnification obligations under these agreements),

or otherwise by reason of the Trustee’s acceptance or administration of the Trust to the extent such loss, liability or expense was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of its obligations under the Trust Agreement or any such other agreement, or any actions taken in accordance with the provisions of the Trust Agreement or any such other agreement, or (ii) reckless disregard on the part of such indemnified party of its obligations and duties under the Trust Agreement or any such other agreement.

Each indemnified party shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection with any services the Custodian may, directly or indirectly, separately offer or provide to any beneficial owner.

10 unchanged sentences

The Trustee’s right of reimbursement shall be secured by a lien on amounts chargeable to the Trust for the Sponsor Fee without giving effect to any fee waiver then in effect, prior to the interest of the Custodian, the Sponsor, the investors and any other person.

The Trustee is entitled to charge, and to be reimbursed by, the Trust for all expenses and disbursements incurred by it in the performance of its duties under the Trust Agreement, including the reasonable fees and disbursements of its legal counsel and expenses identified in the Custody Agreement as payable by the Trustee, other than (1) amounts payable by the Sponsor to the Trustee as described in the preceding paragraph, (2) expenses and disbursements incurred by the Trustee prior to the commencement of the trading of the Shares on the NYSE Arca

and (3) fees of agents for performing services the Trustee is required to perform under the Trust Agreement.

The Trustee’s right of reimbursement for expenses and disbursements under this paragraph shall constitute a lien on, and the amount thereof shall be deductible against, the assets of the Trust.

14 unchanged sentences

Under such circumstances, the Sponsor acting on behalf of the investors, may remove the Trustee by written notice delivered to the Trustee and such removal shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment.

A “Qualified Bank” means a bank, trust company, corporation or national banking association organized and doing business under the laws of the United States or any State of the United States that is authorized under those laws to exercise corporate trust powers and that (1) is a DTC Participant or a participant in such other depository

as is then acting with respect to the Shares;

(2) unless counsel to the Sponsor, the appointment of which is acceptable to the Trustee, determines that the following requirement is not necessary for the exception under Section 408(m) of the Code, to apply, is a banking institution as defined in Section 408(n) of the Code and (3) had, as of the date of its most recent annual financial statements, an aggregate capital, surplus and undivided profits of at least $150 million.

21 unchanged sentences

(1) Authorized Participants engage in creation and redemption transactions with the Trust;

(2) gold is sold to pay the Sponsor

Fee or reimburse costs, expenses and other amounts to which the Sponsor is entitled to be reimbursed in accordance with the Trust Agreement;

(2) gold is sold to pay the Sponsor Fee or reimburse costs, expenses and other amounts to which the Sponsor is entitled to be reimbursed in accordance with the Trust Agreement;

or (3) gold is sold to pay Trust expenses.

32 unchanged sentences

When so directed by the Sponsor, and to the extent permitted by, and in the manner provided by, the relevant Custody Agreement, the Trustee will remove the Custodian and appoint a substitute custodian or appoint an additional custodian or custodians selected by the Sponsor.

The Trustee will not enter into or amend any Custody Agreement with a

Custodian without the written approval of the Sponsor.

The Trustee will not enter into or amend any Custody Agreement with a Custodian without the written approval of the Sponsor.

When instructed by the Sponsor, the Trustee will demand that a Custodian deliver such of the gold held by it as is requested of it to any other Custodian or such substitute or additional Custodian or Custodians directed by the Sponsor.

In connection with such delivery the Trustee will, solely if and in the manner directed by the Sponsor, cause the Physical Gold to be weighed or assayed and any such weighing and assay shall be an expense of the Trust.

The Trustee shall have no liability for any delivery of gold or weighing or assaying of delivered physical gold directed by the Sponsor, and in the absence of such

direction shall have no obligation to effect such a delivery or to cause the delivered Physical Gold to be weighed, assayed or otherwise validated.

The Trustee shall have no liability for any delivery of gold or weighing or assaying of delivered physical gold directed by the Sponsor, and in the absence of such direction shall have no obligation to effect such a delivery or to cause the delivered Physical Gold to be weighed, assayed or otherwise validated.

Description of the Custody Agreement

18 unchanged sentences

The Custodian will use commercially reasonable efforts to provide this information by 5:00 p.m.

In addition, the Custodian will provide the Trustee such information

about the increases and decreases to the gold standing to the Trustee’s credit in the Unallocated Account on a same-day

In addition, the Custodian will provide the Trustee such information about the increases and decreases to the gold standing to the Trustee’s credit in the Unallocated Account on a same-day

basis at such other times and in such other form as the Trustee and the Custodian shall agree.

22 unchanged sentences

The Trustee, solely out of and to the extent of the Trust’s assets, and the Sponsor will indemnify and keep indemnified the Custodian on demand against all costs and expenses, damages, liabilities and losses which the Custodian may suffer or incur, directly or indirectly in connection with the Custody Agreement, except to the extent that such sums are due to the Custodian’s negligence, willful default, fraud or material breach of the Custody Agreement.

The Sponsor (and not the Trustee) will indemnify the Custodian for the amount of any taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto, that the Custodian is required under applicable laws (whether by assessment or otherwise) to pay in respect of the Allocated Account or the Unallocated Account or any deposits or withdrawals related thereto (including any payment of such taxes required by reason of an earlier failure to withhold).

The Sponsor (and not the Trustee) will indemnify the Custodian for the amount of any taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto,

that the Custodian is required under applicable laws (whether by assessment or otherwise) to pay in respect of the Allocated Account or the Unallocated Account or any deposits or withdrawals related thereto (including any payment of such taxes required by reason of an earlier failure to withhold).

Force Majeure

11 unchanged sentences

Inspection of Gold

notice during normal business hours, to examine the Physical Gold held in the Allocated Account and such records as they may reasonably require to perform their respective duties with regard to the Trust and to investors in the Shares.

Under the Custody Agreement, the Custodian will allow the Sponsor and the Trustee and their identified representatives, independent public accountants, and bullion auditors access to its premises, upon reasonable notice during normal business hours, to examine the Physical Gold held in the Allocated Account and such records as they may reasonably require to perform their respective duties with regard to the Trust and to investors in the Shares.

The Trustee and Sponsor agree that any such access shall be subject to execution of a confidentiality agreement and agreement to the Custodian’s security procedures and will be limited to no more than two times per calendar year.

7 unchanged sentences

Today, gold remains a key component of many countries’ official reserves and has retained its importance within jewelry making.

Along with its aesthetic attributes and scarcity, gold exhibits desirable physical characteristics as a trading medium:

Along with its aesthetic attributes and scarcity, gold exhibits desirable physical characteristics as a

trading medium:

great malleability and durability.

19 unchanged sentences

The largest portion of gold supplied to the market is from mine production, which averaged approximately 3,563t per year from 2016 through 2020.

The second largest source of annual gold supply is recycling gold, which is gold that

has been recovered from jewelry and other fabricated products and converted back into marketable gold.

The second largest source of annual gold supply is recycling gold, which is gold that has been recovered from jewelry and other fabricated products and converted back into marketable gold.

Recycled gold averaged approximately 1,205t annually between 2016 through 2020.

33 unchanged sentences

A “forward contract” is an agreement to buy or sell gold at a future date beyond the spot date at a price set at the time of the contract.

An “option contract” is an agreement that conveys to the purchaser the right, but not the obligation, to buy or sell a quantity of gold at a predetermined rate during a period or at a time in the future.

There are thirteen LBMA Market Makers who provide the service in one, two or all three products.

Of the thirteen LBMA Market Makers, there are five Full Market Makers and eight Market Makers.

The five Full Market Makers quoting prices in all three products are:

Citibank N A, Goldman Sachs, HSBC Bank, JP Morgan Chase Bank and UBS.

The eight LBMA Market Makers who provide two-way

“option contract” is an agreement that conveys to the purchaser the right, but not the obligation, to buy or sell a quantity of gold at a predetermined rate during a period or at a time in the future.

There are twelve LBMA Market Makers who provide the service in one, two or all three products.

Of the twelve LBMA Market Makers, there are seven Full Market Makers and five Market Makers.

The seven Full Market Makers quoting prices in all three products are:

Citibank N A, Credit Suisse AG Zurich, Goldman Sachs International, HSBC, JP Morgan Chase Bank, UBS AG and Morgan Stanley & Co International PLC.

The five LBMA Market Makers who provide two-way

pricing in either one or two products are:

ICBC Standard Bank (S), Merrill Lynch International (S, O), Morgan Stanley & Co International (S, O), Societe Generale (S), Standard Chartered Bank (S, O), Bank of Nova Scotia -ScotiaMocatta (S, F), Toronto-Dominion Bank (F) and BNP Paribas SA (F).

BNP Paribas SA (F), ICBC Standard Bank (S), Merrill Lynch International (S, O), Standard Chartered Bank (S, O) and Toronto-Dominion Bank (F).

The benefits of Market Maker Membership apply to all Market Makers, subject to the conditions of the Articles of Association.

The OTC market provides a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors.

10 unchanged sentences

Liquidity in the OTC market can vary from time to time during the course of the 24-hour

Fluctuations in liquidity are reflected in adjustments to dealing spreads—the difference between a dealer’s “buy”

and “sell” prices.

Fluctuations in liquidity are reflected in adjustments to dealing spreads—the difference between a dealer’s “buy” and “sell” prices.

The period of greatest liquidity in the gold market generally occurs at the time of day when trading in the European time zones overlaps with trading in the United States, which is when OTC market trading in London, New York and other centers coincides with futures and options trading on the New York Commodities Exchange (an affiliate of the Chicago Mercantile Exchange, Inc.).

47 unchanged sentences

The Allocated Account will be used to hold Physical Gold deposited with the Trust.

The Physical Gold is held in a segregated fashion in the name of the Trust, not commingled with other depositor funds or assets.

Physical Gold is held in a segregated fashion in the name of the Trust, not commingled with other depositor funds or assets.

The Trust has full title to the gold with the Custodian holding it on the Trust’s behalf.

13 unchanged sentences

The Custodian will not charge the Trust any fees, interest or costs in connection with the lending of the Gold.

The Custodian shall identify on its books and records and in the reports it sends to the Trustee any gold

that has been borrowed in the Unallocated Account as of the date of such reports, which shall be accepted as conclusive evidence of such balance, save in the case of manifest error.

The Custodian shall identify on its books and records and in the reports it sends to the Trustee any gold that has been borrowed in the Unallocated Account as of the date of such reports, which shall be accepted as conclusive evidence of such balance, save in the case of manifest error.

On each Business Day, the Custodian may repay itself the amount of any borrowed gold from, and to the extent of, the positive balance of the Unallocated Account determined by taking into account all credits to and debits from the Unallocated Account on such Business Day but prior to the Custodian’s execution of the standing instruction to allocate contained in the Unallocated Account Agreement.

12 unchanged sentences

Exchange Traded and Transparent

The Shares trade on the NYSE Arca under the symbol “AAAU” and provide investors with an efficient means to implement various investment strategies.

The Shares trade on the Cboe BZX Exchange under the symbol “AAAU” and provide investors with an efficient means to implement various investment strategies.

The Trust does not hold or employ any derivatives and the Shares are backed by the assets of the Trust.

2 unchanged sentences

The Shares represent an interest in Physical Gold owned by the Trust and held in physical custody at the Custodian.

Physical Gold of the Trust is not subject to borrowing arrangements with third parties.

Physical Gold of the Trust is not subject to borrowing arrangements with third

Other than the gold temporarily being held in unallocated form to facilitate the redemptions by Authorized Participants and the payment of Trust expenses not assumed by the Sponsor, if any, the Trust’s gold is not subject to counterparty or credit risks.

2 unchanged sentences

Secondary Market Trading

The Shares may trade in the secondary market on the NYSE Arca at prices that are lower or higher relative to their Net Asset Value per Share.

The Shares may trade in the secondary market on the Cboe BZX Exchange at prices that are lower or higher relative to their Net Asset Value per Share.

The amount of the discount or premium in the trading price relative to the Net Asset Value per Share may be influenced by non-concurrent

trading hours between the NYSE Arca and the COMEX, London and Zurich.

While the Shares trade on the NYSE Arca until 4:00 p.m.

trading hours between the Cboe BZX Exchange and the COMEX, London and Zurich.

While the Shares trade on the Cboe BZX Exchange until 4:00 p.m.

New York City time, liquidity in the global gold market may be reduced after the close of the major world gold markets, including London, Zurich and COMEX, usually at 1:30 p.m.

3 unchanged sentences

The Trust issues and redeems Baskets only to Authorized Participants.

The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of gold

represented by the Baskets being created or redeemed, the amount of which will be based on the combined Fine Ounces represented by the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.

The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of gold represented by the Baskets being created or redeemed, the amount of which will be based on the combined Fine Ounces represented by the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.

A Basket consists of at least 25,000 Shares.

12 unchanged sentences

In some cases, an Authorized Participant may from time to time acquire gold from or sell gold to its affiliated gold trading desk, which may profit in these instances.

Each Authorized Participant will be registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and regulated by FINRA or will be exempt from being or otherwise will not be required to be so regulated or registered, and will be qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires.

of its business so requires.

Certain Authorized Participants will be regulated under federal and state banking laws and regulations.

16 unchanged sentences

For purposes of processing both purchase and redemption orders, a “business day” means any day other than a day:

(1) when the NYSE Arca is closed for regular trading;

(1) when the Exchange is closed for regular trading;

or (2) if the order or other transaction requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom or in some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom or in such other jurisdiction or when the London gold market is closed or (B) when banks in the United Kingdom or in such other jurisdiction are, or the London gold market is, not open for a full business day and the order or other transaction requires the execution or completion of procedures which cannot be executed or completed by the close of the business day.

4 unchanged sentences

Determination of Required Deposits

The Trustee shall determine the Basket Gold Amount for each Business Day, and each such determination thereof and the Trustee’s resolution of questions concerning the composition of the Basket Gold Amount shall be final and binding on all persons interested in the Trust.

final and binding on all persons interested in the Trust.

At the creation of the Trust, the initial Basket Gold Amount was 500 Fine Ounces of gold.

20 unchanged sentences

On any business day, an Authorized Participant may place an order with the Trustee to redeem one or more Baskets.

Redemption orders must be placed prior to the Order Cutoff Time on each business day the NYSE Arca is open for regular trading.

Redemption orders must be placed prior to the Order Cutoff Time on each business day the Exchange is open for regular trading.

A redemption order so received is effective on the date it is received in satisfactory form by the Trustee.

1 unchanged sentence

An investor may not redeem Baskets other than through an Authorized Participant.

By placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC’s book-entry system to the Trust no later than the second business day following the effective date of the redemption order.

redemption order.

Prior to the delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to the Trustee the non-refundable

5 unchanged sentences

The redemption distribution due from the Trust is delivered to the Authorized Participant on the second business day following the redemption order date if, by 9:00 a.m.

New York City time on the second business day

following the redemption order date, the Trustee’s DTC account has been credited with the Baskets to be redeemed.

New York City time on the second business day following the redemption order date, the Trustee’s DTC account has been credited with the Baskets to be redeemed.

The Custodian will arrange for the redemption amount in gold to be transferred from the Allocated Account to the Unallocated Account, and, ultimately, to the redeeming Authorized Participant’s account.

2 unchanged sentences

Suspension or Rejection of Redemption Orders

The Trustee may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date or reject a particular redemption order (1) for any period during which the NYSE Arca is closed other than customary weekend or holiday closings, or trading on the NYSE Arca is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for protection of registered owners of the Shares.

The Trustee may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date or reject a particular redemption order (1) for any period during which the Exchange is closed other than customary weekend or holiday closings, or trading on the Exchange is suspended or restricted, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the Sponsor determines to be necessary for protection of registered owners of the Shares.

Neither the Sponsor nor the Trustee will be liable to any person or in any way for any loss or damages that may result from any such suspension, postponement or rejection.

5 unchanged sentences

Tax Responsibility

Authorized Participants are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge applicable to the creation or redemption of Baskets and delivery and receipt of gold pursuant thereto regardless of whether such tax or charge is imposed directly on the Authorized Participant.

By placing a purchase order or redemption order, an Authorized Participant agrees to indemnify the Sponsor, the Trustee and the Trust if any of them is required by law to pay any such tax or charge, together with any applicable penalties, additions to tax and interest thereon.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business