What changed in this filing

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Item 1A. Risk Factors

2022-03-07 compared with 2021-03-26 · 24 added, 23 removed, 251 unchanged (16% of the section changed)

5 unchanged sentences

The price of Physical Gold going forward and, in turn, the future value of net assets of the Trust, may be dependent upon factors that include global gold supply and demand, investors’ inflation expectations, exchange rate volatility and interest rate volatility.

An adverse development with regard to one or more of these, or other factors, may lead to a

decrease in gold bullion currency trading prices.

An adverse development with regard to one or more of these, or other factors, may lead to a decrease in gold bullion currency trading prices.

In addition, the possibility of large-scale distress sales of gold in times of financial crisis may negatively impact the price of gold.

A decline in prices of gold would decrease the value of net assets and the Net Asset Value of the Trust.

A decline in prices of gold would decrease the value of net assets and the Net Asset Value of the Tru st.

Substantial sales of gold by central banks, governmental agencies and multi-lateral institutions could adversely affect an investment in the Shares.

14 unchanged sentences

Because the Net Asset Value of the Trust is determined using the LBMA Gold Price PM or LBMA Gold Price AM, discrepancies in, or manipulation of the calculation of, the LBMA Gold Price could have an adverse impact on the value of an investment in the Shares.

Furthermore, any concern about the integrity or reliability of the pricing mechanism could disrupt trading in gold and products using the LBMA Gold Price PM or LBMA Gold Price AM, such as the Shares.

Furthermore, any concern about the integrity or reliability of the

pricing mechanism could disrupt trading in gold and products using the LBMA Gold Price PM or LBMA Gold Price AM, such as the Shares.

In addition, these concerns could potentially lead to changes in the manner in which the LBMA Gold Price PM or LBMA Gold Price AM is calculated and/or the discontinuance of the LBMA Gold Price PM or LBMA Gold Price AM altogether.

2 unchanged sentences

Should this situation change, the Sponsor expects to use the powers granted by the Trust’s governing documents to identify an alternate basis for evaluation of the value of the Trust’s gold and may instruct the Trustee to use a different price which is more reasonably available to the Trustee at no cost to the Trustee that the Sponsor determines to fairly represent the commercial value of the Trust’s gold.

There is no assurance that such alternative price will be identified, or that the process of changing from the LBMA Gold Price PM or LBMA Gold Price AM to a new benchmark price will not adversely affect the price of the Shares.

The price of gold may be affected by the sale of other investment vehicles, such as exchange traded vehicles (“ETVs”) tracking gold markets, which could negatively affect gold prices and the price and Net Asset Value of the Shares.

16 unchanged sentences

The Trust does not actively manage the gold it holds and does not use any hedging techniques to attempt to reduce the risk of losses resulting from price decreases.

The price of gold has fluctuated widely over the past several years.

The price of gold has fluctuated widely over the past

several years.

This exposes an investment in Shares to potential losses.

14 unchanged sentences

The Shares may trade at Net Asset Value or at a price that is above or below Net Asset Value.

Any discount or premium in the trading price relative to the Net Asset Value per Share may widen as a result of the different trading hours of the NYSE Arca and other exchanges.

Any discount or premium in the trading price relative to the Net Asset Value per Share may widen as a result of the different trading hours of the Cboe BZX Exchange and other exchanges.

The Shares may trade at, above or below the Net Asset Value per Share.

1 unchanged sentence

The trading price of the Shares will fluctuate with changes in the Net Asset Value per Share as well as market supply and demand.

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 major gold markets.

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

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 Cboe BZX Exchange and major gold markets.

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

New York City time, liquidity in the market for gold may be reduced after the close of the major world gold markets, including London.

2 unchanged sentences

Prior to the listing of the Shares on the NYSE Arca, there had been no market for the Shares.

Although the Shares are listed for trading on the NYSE Arca, there can be no assurance that an active trading market for the Shares will be maintained.

Although the Shares are listed for trading on the Cboe BZX Exchange, following the transfer of the listing of the Trust from the NYSE Arca to the Cboe BZX Exchange effective February 3, 2022, there can be no assurance that an active trading market for the Shares will be maintained.

If an active public market for the Shares does not continue, the market prices and liquidity of the Shares may be adversely affected.

18 unchanged sentences

To the extent the value of gold declines, these delays may result in a decrease in the value of the gold received upon redemption by an Authorized Participant, as well as a reduction in liquidity for all investors in the secondary market.

Although the Shares are redeemable by Authorized Participants in exchange for the underlying amount of gold, redemptions by Authorized Participants may be suspended during any period while regular trading on the NYSE Arca is suspended or restricted, in which an emergency exists that makes it reasonably impracticable to deliver, dispose of, or evaluate gold, or for such other period as the Sponsor determines to be necessary for protection of registered owners of the Shares.

Although the Shares are redeemable by Authorized Participants in exchange for the underlying amount of gold, redemptions by Authorized Participants may be suspended during any period while regular trading on the Exchange is suspended or restricted, in which an emergency exists that makes it reasonably impracticable to deliver, dispose of, or evaluate gold, or for such other period as the Sponsor determines to be necessary for protection of registered owners of the Shares.

If any of these events occurs at the time of a redemption by an Authorized Participant, and the price of gold decreases before the redemption occurs, an Authorized Participant will sustain a loss with respect to the amount that it would have been able to obtain in exchange for the gold received from the Trust upon the redemption of the Shares, had the redemption taken place when it was originally intended to occur.

80 unchanged sentences

The Custodian, the Trustee and the Sponsor depend upon information technology infrastructure, including network, hardware and software systems, to conduct their business as it relates to the Trust.

Their information and technology systems may also be affected by system interruptions or other disruptions as a result of a number of factors including events that are wholly or partially beyond our control, including sudden electrical or telecommunications outages, natural disasters such as earthquakes, tornadoes and hurricanes, pandemics such as COVID-19,

Their information

and technology systems may also be affected by system interruptions or other disruptions as a result of a number of factors including events that are wholly or partially beyond our control, including sudden electrical or telecommunications outages, natural disasters such as earthquakes, tornadoes and hurricanes, pandemics such as COVID-19,

events arising from local or larger scale political or social matters, including terrorist acts and cybersecurity attacks.

1 unchanged sentence

Despite implementation of network and other cybersecurity measures, their security measures may not be adequate to protect against all cybersecurity threats.

halting of Trust operations, the suspension of redemptions, a loss of Trust assets, or damage to the Trust’s reputation and reduce demand for the Shares, all of which could result in a reduction in the price of the Shares.

The Sponsor has no prior experience with a trust the only assets of which are expected to be gold.

None of the Sponsor or its management has experience handling an investment vehicle designed to reflect, at any given time, the performance of the price of gold less the expenses of the Trust’s operations that is its only asset.

Any breach of the Trust’s information technology infrastructure or the information technology infrastructure of the Custodian, the Trustee or the Sponsor could compromise customer personal information or result in the halting of Trust operations, the suspension of redemptions, a loss of Trust assets, or damage to the Trust’s reputation and reduce demand for the Shares, all of which could result in a reduction in the price of the Shares.

The Sponsor has limited experience with a trust the only assets of which are gold.

The Sponsor and its management have limited experience handling an investment vehicle designed to reflect, at any given time, the performance of the price of gold less the expenses of the Trust’s operations that is its only asset.

If this lack of experience adversely affects the operations of the Trust, the value of the Shares may also be adversely affected.

22 unchanged sentences

The Trust will be treated as a grantor trust for federal income tax purposes.

As such, investors in the Trust will be treated as if they directly received their respective pro rata

share of the Trust’s income, if any, even though investors should not expect any cash distributions from the Trust.

As such, investors in the Trust will be treated as if they directly received their respective pro rata share of the Trust’s income, if any, even though investors should not expect any cash distributions from the Trust.

The character of this income will be determined on the basis of the particular circumstances of each investor.

1 unchanged sentence

Risks Related to the Custody of Gold

Gold owned by the Trust may be subject to loss, damage, destruction, mis-delivery,

theft or restriction on access.

There is a risk that part or all of the Trust’s gold could be lost, damaged, destroyed, mis-delivered

Gold owned by the Trust may be subject to loss, damage, destruction, mis-delivery, theft or restriction on access.

There is a risk that part or all of the Trust’s gold could be lost, damaged, destroyed, mis-delivered or stolen.

Access to the Trust’s gold could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack).

Any of these events may adversely affect the operations of the Trust and, consequently, an investment in the Shares.

The Custodian must at all times maintain adequate insurance coverage with reputable and solvent insurers of international standing with respect to the Custodian’s custodial obligations and the Trust’s gold, and the Custodian will pay and be responsible for all costs, fees and expenses (including any applicable premium and relevant taxes) in relation to the insurance policy or policies.

Custodian will pay and be responsible for all costs, fees and expenses (including any applicable premium and relevant taxes) in relation to the insurance policy or policies.

However, none of the Sponsor, the Trustee nor the Trust is a beneficiary of any such insurance.

Any loss of gold owned by the Trust that is not recovered will result in a corresponding loss in the Net Asset Value and it is reasonable to expect that such loss will also result in a decrease in the value at which the Shares are traded on the NYSE Arca.

The gold bullion custody operations of the Custodian are not subject to specific governmental regulatory supervision.

47 unchanged sentences

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 1A. Risk Factors