Goldman Sachs Physical Gold ETF 10-K

Item 9A. Controls and Procedures. Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of such duly authorized officers of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e), as of December 31, 2023. Based on this evaluation, the duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers concluded that the Trust’s disclosure controls and procedures were effective as of December 31, 2023. Changes in Internal Control over Financial Reporting There was no change in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal year ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, these internal controls. Management’s Report on Internal Control over Financial Reporting The Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Trust’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Trust’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Trust’s receipts and expenditures are being made only in accordance with appropriate authorizations; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Trust’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2023. In making this assessment, they used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway 50 Table of Contents Commission (COSO) in Internal Control—Integrated Framework (2013). Their assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Based on their assessment and those criteria, such duly authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2023. This Annual Report does not include an attestation report of the registrant’s registered public accounting firm due to a an exemption established by rules of the SEC for a non-accelerated filer. Item 9B. Other Information. (a) Not applicable. (b) The Trust does not have any directors, officers or employees. No authorized officers of the Sponsor, who perform functions similar to those the principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, have adopted, modified or terminated trading plans under either a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933) for the fiscal year ended December 31, 2023. Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevents Inspections. Not applicable. 51 Table of Contents PART III. Item 10. Directors, Executive Officers and Corporate Governance. The Trust does not have any directors, officers or employees. The following persons, who are officers of the Sponsor, perform certain functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by them. On March 1, 2024, Goldman Sachs Asset Management, L.P. (the “Sponsor”), sponsor of Goldman Sachs Physical Gold ETF (the “Trust”), appointed Alyson Shupe, who is an officer of the Sponsor, to perform certain functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Executive Officer, effective March 1, 2024. Alyson Shupe , 37, has served as a Managing Director and head of the Global Product Strategy Group for the Sponsor since 2023. In this role, Ms. Shupe is responsible for overseeing the development and prioritization of public markets products, including the launch of new products, as well as shaping and positioning the existing platform. Prior to this role, Ms. Shupe was head of Product Strategy for JP Morgan Asset Management’s US Advisor and Latin America client businesses, which she had led since 2018. Before joining the Product Strategy team in 2011, Ms. Shupe was an analyst in JP Morgan’s Global Private Bank. Ms. Shupe earned a BBA in Finance, a BBA in Business Economics and a BA in Spanish from Ohio University in 2008. Ms. Shupe replaces Michael Crinieri to perform the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Executive Officer, effective March 1, 2024. Michael Crinieri , 56, served as the global head of Exchange Traded Funds within the Sponsor from 2014 to 2023 and performed the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Executive Officer. Prior to this role, he headed the global ETF business in the Securities Division of Goldman Sachs & Co. LLC. Prior to joining the Sponsor, Mr. Crinieri worked for ten years at Morgan Stanley, where he held various positions across ETF trading, marketing and product development. Joseph DiMaria , 53, has served as a Managing Director of the Sponsor and has managed the Goldman Sachs Fund Controllers team since 2015 and performs the functions with respect to the Trust that, if the Trust had executive officers, would typically be performed by the Principal Financial Officer and Principal Accounting Officer. He currently serves as the principal financial officer, treasurer and principal accounting officer of the Goldman Sachs Trust, Goldman Sachs Variable Insurance Trust, Goldman Sachs Trust II, Goldman Sachs ETF Trust, Goldman Sachs MLP and Energy Renaissance Fund and Goldman Sachs Real Estate Diversified Income Fund. Prior to joining the Sponsor, Mr. DiMaria spent 12 years with Columbia Threadneedle Investments. Item 11. Executive Compensation. The Trust does not have directors or executive officers. The only ordinary expenses paid by the Trust is the Sponsor Fee. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Not applicable. Item 13. Certain Relationships and Related Transactions and Director Independence. Not applicable. 52 Table of Contents Item 14. Principal Accounting Fees and Services. The table below summarizes the aggregate fees for services performed by PricewaterhouseCoopers LLP, as applicable, for the years ended December 31, 2023 and 2022 were: 2023 2022 Audit fees $ 106,000 $ 105,000 Audit-related fees —  —  Total $ 106,000 $ 105,000 In the table above, in accordance with the SEC’s definitions and rules, Audit fees are fees paid to accountants for professional services for the audit of the Trust’s financial statements included in the Form 10-K and review of financial statements included in the Forms 10-Q, and for services that are normally provided by the accountants in connection with regulatory filings or engagements. Audit-related fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s financial statements. Pre-Approved Policies and Procedures As referenced in Item 10 above, the Trust has no board of directors, and as a result, has no audit committee or pre-approval policy with respect to fees paid to its principal accounting firm. Such determinations are made by the Sponsor. PART IV. Item 15. Exhibits and Financial Statements Schedules Financial Statements See Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein. Financial Statement Schedules Schedules have been omitted since they are either not required, not applicable, or the information has otherwise been included. Exhibits The following documents are filed herewith or incorporated herein and made a part of this Annual Report on Form 10-K: EXHIBIT INDEX Exhibit No. Exhibit Description   4.1 First Amended and Restated Depository Trust Agreement (incorporated by reference from Exhibit 4.1 to the Form 8-K filed on December 14, 2020)   4.2 Form of Authorized Participant Agreement (incorporated by reference from Exhibit 4.2 to the Form S-1 filed on April 20, 2018)   4.3 Form Amendment to the Form Authorized Participant Agreement (incorporated by reference from Exhibit 4.2 to the Form 8-K filed on December 14, 2020)   4.4 Form of Certificate of Shares of the Trust (included as Exhibit A to the First Amended and Restated Depository Trust Agreement) 53 Table of Contents Exhibit No. Exhibit Description   4.5 Description of the Shares of Goldman Sachs Physical Gold ETF Shares (incorporated by reference from Exhibit 4.5 on the Form 10-K filed on March 26, 2021)  10.1 Allocated Gold Account Agreement (incorporated by reference from Exhibit 10.1 to the Form 8-K filed on December 14, 2020)  10.2 Unallocated Gold Account Agreement (incorporated by reference from Exhibit 10.2 to the Form 8-K filed on December 14, 2020)  23.1* Consent of PricewaterhouseCoopers LLP  31.1* Certifications of the Principal Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023  31.2* Certifications of the Principal Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, with respect to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023  32.1* Certifications of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023  32.2* Certifications of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Trust’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023  97.1* Policy and Procedures Regarding Clawback Policy  99.1 Marketing Agent Services Agreement (incorporated by reference from Exhibit 99.2 to the Form 8-K filed on December 14, 2020)  99.2 License Agreement (incorporated by reference from Exhibit 99.3 to the Form 8-K filed on December 14, 2020)  99.3 Amendment to License Agreement (incorporated by reference from Exhibit 99.4 to the Form 8-K filed on December 14, 2020) 101.INS Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 104 Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document) * Filed herewith. Item 16. Form 10-K Summary. None. 54 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned*, thereunto duly authorized. GOLDMAN SACHS ASSET MANAGEMENT, L.P. Sponsor of Goldman Sachs Physical Gold ETF By:  /s/ Alyson Shupe Alyson Shupe Head of Global Product Strategy Group (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities* and on the dates indicated. Signature Capacity Date By: /s/ Alyson Shupe Alyson Shupe Head of Global Product Strategy Group (Principal Executive Officer) March 7, 2024 By: /s/ Joseph DiMaria Joseph DiMaria Managing Director (Principal Financial and Accounting Officer) March 7, 2024 * The Registrant is a trust and the persons are signing in their capacities as Managing Directors of Goldman Sachs Asset Management, L.P., the Sponsor of the Registrant. Table of Contents GOLDMAN SACHS PHYSICAL GOLD ETF FINANCIAL STATEMENTS AS OF DECEMBER 31, 2023 INDEX Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) F-2 Statements of Assets and Liabilities at December 31, 2023 and 2022 F-3 Schedules of Investments at December 31, 2023 and 2022 F-4 Statements of Operations for the Year Ended December 31, 2023 and 2022 F-5 Statements of Changes in Net Assets for the Year Ended December 31, 2023 and 2022 F-6 Statements of Cash Flow for the Year Ended December 31, 2023 and 2022 F-7 Financial Highlights for the Year Ended December 31, 2023 and 2022 F-8 Notes to Financial Statements F-9 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Sponsor and Shareholders of Goldman Sachs Physical Gold ETF Opinion on the Financial Statements We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of Goldman Sachs Physical Gold ETF (the “Trust”) as of December 31, 2023 and 2022, the related statements of operations, changes in net assets and cash flows for the years then ended, including the related notes, and the financial highlights for the years then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2023 and 2022, and the results of its operations, changes in its net assets, its cash flows, and the financial highlights for the years then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the financial statements and (ii) involved our especially challenging, subjective, or complex judgments. We determined there are no critical audit matters. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts March 7 , 2024 We have served as the Trust’s auditor since 20 2 0. F-2 Table of Contents Goldman Sachs Physical Gold ETF Statements of Assets and Liabilities December 31, 2023 December 31, 2022 Assets Investment in gold, at fair value (cost $ 594,100,397 and $ 449,702,252 , respectively) $ 633,403,259 $ 437,004,008 Receivable for Trust shares sold 7,148,871 —   Total assets 640,552,130 437,004,008 Liabilities Payable for gold purchased 7,148,871 —   Sponsor fee payable 94,992 65,729 Total liabilities 7,243,863 65,729 Net Assets $ 633,308,267 $ 436,938,279 Shares issued and outstanding ( unli m ited number of shares authorized, no par value) 31,006,000 24,300,000 Net asset value per Share $ 20.43 $ 17.98 See notes to financial statements. F-3 Table of Contents Goldman Sachs Physical Gold ETF Schedules of Investments December 31, 2023 Ounces Cost Fair Value % of Net Assets Investment in gold, at fair value 307,119.5 $ 594,100,397 $ 633,403,259 100.01 % Total Investments $ 594,100,397 $ 633,403,259 100.01 % Liabilities in excess of other assets ( 94,992 ) ( 0.01 )% Net Assets $ 633,308,267 100.00 % December 31, 2022 Ounces Cost Fair Value % of Net Assets Investment in gold, at fair value 241,125.6 $ 449,702,252 $ 437,004,008 100.02 % Total Investments $ 449,702,252 $ 437,004,008 100.02 % Liabilities in excess of other assets ( 65,729 ) ( 0.02 )% Net Assets $ 436,938,279 100.00 % See notes to financial statements. F-4 Table of Contents Goldman Sachs Physical Gold ETF Statements of Operations For the year ended December 31, 2023 For the year ended December 31, 2022 Expenses Sponsor fee $ ( 1,035,138 ) $ ( 965,357 ) Total expenses ( 1,035,138 ) ( 965,357 ) Net investment loss ( 1,035,138 ) ( 965,357 ) Net realized and unrealized gain (loss) Net realized gain (loss) on gold bullion distributed for redemptions 5,466,766 18,471,011 Net realized gain (loss) on gold transferred to pay expenses ( 35,485 ) ( 87,826 ) Net realized gain 5,431,281 18,383,185 Net change in unrealized appreciation (depreciation) on investment in gold 52,001,106 ( 28,288,377 ) Net realized and unrealized gain (loss) from operations 57,432,387 ( 9,905,192 ) Net Increase (Decrease) in Net Assets resulting from operations $ 56,397,249 $ ( 10,870,549 ) Net Increase (Decrease) in Net Assets resulting from operations per share $ 1.89 $ ( 0.37 ) Average number of shares 29,841,315 29,762,986 See notes to financial statements. F-5 Table of Contents Goldman Sachs Physical Gold ETF Statements of Changes in Net Assets For the year ended December 31, 2023 For the year ended December 31, 2022 Net Assets, beginning of year $ 436,938,279 $ 424,223,380 Creations 433,194,841 509,528,816 Redemptions ( 293,222,102 ) ( 485,943,368 ) Net creations (redemptions) 139,972,739 23,585,448 Net investment loss ( 1,035,138 ) ( 965,357 ) Net realized gain 5,431,281 18,383,185 Net change in unrealized appreciation (depreciation) investments in gold 52,001,106 ( 28,288,377 ) Net Assets, end of year $ 633,308,267 $ 436,938,279 See notes to financial statements. F-6 Table of Contents Goldman Sachs Physical Gold ETF Statement of Cash Flows For the year ended December 31, 2023 For the year ended December 31, 2022 Cash Flows from Operating Activities: Proceeds from gold bullion sold to pay expenses $ 1,005,875 $ 963,304 Expenses – Sponsor’s fee paid ( 1,005,875 ) ( 963,304 ) Net cash provided by operating activities —   —   Increase (decrease) in cash —   —   Cash, beginning of year —   —   Cash, end of year —   —   Reconciliation of Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used in) Operating Activities: Net increase ( decrease ) in net assets resulting from operations $ 56,397,249 $ ( 10,870,549 ) Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities: Proceeds from gold bullion sold to pay expenses 1,005,875 963,304 Net realized gain (loss) ( 5,431,281 ) ( 18,383,185 ) Net change in unrealized appreciation (depreciation) on investment in gold ( 52,001,106 ) 28,288,377 Change in operating assets and liabilities: Sponsor’s fee payable 29,263 2,053 Net cash provided by (used in) operating activities $ —   $ —   Supplemental disclosure of non-cash information: Gold bullion contributed for Shares issued $ 433,194,841 $ 509,528,816 Gold bullion distributed for Shares redeemed $ ( 293,222,102 ) $ ( 485,943,368 ) See notes to financial statements. F-7 Table of Contents Goldman Sachs Physical Gold ETF Financial Highlights For the year ended December 31, 2023 For the year ended December 31, 2022 Per Share Performance (for a share outstanding throughout each year) Net asset value per share, beginning of year $ 17.98 $ 18.09 Net investment loss (a) ( 0.03 ) ( 0.03 ) Net realized and unrealized gain (loss) on investment in gold 2.48 ( 0.08 ) Change in net assets from operations 2.45 ( 0.11 ) Net asset value per share, end of year $ 20.43 $ 17.98 Market value per share, beginning of year $ 18.09 $ 18.18 Market value per share, end of year $ 20.44 $ 18.09 Total Return, at net asset value (b) 13.63 % ( 0.61 )% Total Return, at market value (b) 12.99 % ( 0.50 )% Net assets ($000’s) $ 633,308 $ 436,938 Ratios to average net assets Net investment loss ( 0.18 )% ( 0.18 )% Total expenses ( 0.18 )% ( 0.18 )% (a) Calculated using average shares outstanding. (b) Total Return, at NAV is calculated assuming an initial investment made at the NAV at the beginning of the period, reinvestment of all dividends and distributions at NAV during the period, and redemption of Shares on the last day of the period. Total Return, at NAV includes adjustments in accordance with U.S. GAAP and as such, the NAV for financial reporting purposes and the returns based upon those NAVs may differ from the NAVs and returns for shareholder transactions. Total Return, at market value is calculated assuming an initial investment made at the market value at the beginning of the period, reinvestment of all dividends and distributions at market value during the period, and redemption of Shares at the market value on the last day of the period. See notes to financial statements. F-8 Table of Contents Goldman Sachs Physical Gold ETF Notes to Financial Statements 1. ORGANIZATION Goldman Sachs Physical Gold ETF (the “Trust”) is organized as a New York trust. The Trust is governed by the provisions of the First Amended and Restated Depositary Trust Agreement (as amended from time to time, the “Trust Agreement”) executed after the close of business on December 11, 2020 by Goldman Sachs Asset Management, L.P. (the “Sponsor”) and The Bank of New York Mellon (the “Trustee”). The Trust issues Goldman Sachs Physical Gold ETF Shares (the “Shares”), which represent units of fractional undivided beneficial interest in the Trust. The Trust commenced operations on July 26, 2018 . The Sponsor of the Trust is Goldman Sachs Asset Management, L.P., a Delaware limited partnership. Goldman Sachs Asset Management, L.P. is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc. (“GS Group Inc.”) and an affiliate of Goldman Sachs & Co. LLC. The Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust’s operational records. JPMorgan Chase Bank, N.A., London branch (the “Custodian”) serves as the Custodian for the Trust’s gold bullion. The Custodian is responsible for holding the Trust’s gold, as well as receiving and converting allocated and unallocated gold on behalf of the Trust. Physical gold that the Trust holds consists of gold bullion that meets the specifications for “good delivery” gold bars (“London Good Delivery Standards”), including the specifications for weight, dimension, fineness (or purity), identifying marks and appearance of gold bars, set forth in the good delivery rules promulgated by the London Bullion Market Association (“LBMA”). The Trust issues Shares in blocks of at least 25,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers or other securities market participants (the “Authorized Participants”), which is then allocated as physical gold and stored by the Custodian. The Trust issues and redeems Baskets on an ongoing basis at net asset value (“NAV” or “Net Asset Value”) to and from Authorized Participants who have entered into a contract with the Sponsor and the Trustee. As of December 31, 2022, each of Virtu Americas LLC and Goldman Sachs & Co. LLC has signed an Authorized Participant Agreement with the Sponsor and the Trustee, and may create and redeem Baskets. The Trust’s investment objective is for the Shares to reflect the performance of the price of gold less the expenses of the Trust’s operations. The Trust is not actively-managed. The Shares trade on the Cboe BZX Exchange, Inc. (“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. The Trust’s fiscal year-end is December 31. 2. SIGNIFICANT ACCOUNTING POLICIES In preparing financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”), management of the Sponsor makes estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amount of revenue and expenses reported during the period. Actual results could differ from these estimates. The following is a summary of significant accounting policies followed by the Trust. 2.1. Basis of Presentation The Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services-Investment Companies, and has F-9 Table of Contents concluded that solely for reporting purposes (and not for any other purpose), the Trust is classified as an Investment Company (as defined in ASC 946). The Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such act. 2.2. Valuation of Gold The Trust follows the provisions of ASC 820, Fair Value Measurements (“ASC 820”). ASC 820 provides guidance for determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. On each business day that the Cboe BZX Exchange is open for regular trading, as promptly as practicable after 4:00 p.m. New York City time, the Trustee will value the gold held by the Trust and will determine the Net Asset Value of the Trust. The Net Asset Value of the Trust is the aggregate value of gold and other assets, if any, of the Trust (other than any amounts credited to the Trust’s reserve account, if any) including cash, if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities. The reserve account, if established, will be a separate non-interest bearing account with the Trustee or such other banking institution specified by the Sponsor, or if the Sponsor fails so to specify, as selected by the Trustee, in the name, and for the benefit, of the Trust, subject only to draft or order by the Trustee acting pursuant to the terms of the Trust Agreement. All gold is valued based on its fine troy ounce (“Fine Ounce”) content, calculated by multiplying the weight of gold by its purity. The same methodology is applied independent of the type of gold held by the Trust; similarly, the value of up to 430 Fine Ounce of unallocated gold the Trust may hold is calculated by multiplying the number of Fine Ounce with the price of gold determined by the Trustee. The Trustee values the gold held by the Trust based on the LBMA Gold Price PM. The LBMA Gold Price PM is set at 3:00 p.m. London time via an auction independently operated and administered by ICE Benchmark Administration (“IBA”). The price is set in U.S. dollars per Fine Ounce. If no LBMA Gold Price PM is available for the required day, the Trustee uses the LBMA Gold Price AM. If no LBMA Gold Price PM or LBMA Gold Price AM is available for the day, the Trustee values the Trust’s gold based on the most recently announced LBMA Gold Price PM or LBMA Gold Price AM. If the Sponsor determines that such price is inappropriate to use, it must identify an alternate basis for evaluation to be employed by the Trustee. The Sponsor may instruct the Trustee to use a different price which is reasonably available to the Trustee at no cost to the Trustee that the Sponsor determines to represent fairly the commercial value of the Trust’s gold. U.S. GAAP defines the fair value of a financial instrument as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price); the Trust’s policy is to use the market approach. GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The levels used for classifying investments are not necessarily an indication of the risk associated with investing in these investments. The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or financial instruments for which significant inputs are observable (including, but not limited to, quoted prices for similar investments, interest rates, foreign exchange rates, volatility and credit spreads), either directly or indirectly; Level 3: Prices or valuations that require significant unobservable inputs (including Sponsor’s assumptions in determining fair value measurement). The Trustee categorizes the Trust’s investment in gold as a Level 1 asset within the ASC 820 hierarchy. F-10 Table of Contents 2.3. Expenses, Realized Gains and Losses The Trust’s only ordinary recurring fee is expected to be the fee paid to the Sponsor, which will accrue daily at an annualized rate equal to 0.18 % of the daily Net Asset Value of the Trust, paid monthly in arrears (the “Sponsor Fee”). The Sponsor Fee accrues daily based on the prior business day’s Net Asset Value and is payable in cash from the Trust property or the sale of gold in accordance with the Trust Agreement. Realized gains and losses result from the transfer of gold for share redemptions and the sale of gold for the payment of Trust expenses and are recognized on a trade date basis as the difference between the fair value and cost of gold transferred or between the sale price and cost of gold sold. The cost of gold is determined using the specific identification method. 2.4. Gold Receivable and Payable Gold receivable or payable represents the quantity of gold covered by contractually binding orders for the creation or redemption of shares respectively, where the gold has not yet been transferred to or from the Trust’s account. Generally, ownership of the gold is transferred within two business days of the trade date. 2.5. Creations and Redemptions of Shares The Trust issues and redeems Shares in one or more blocks of at least 25,000 shares (a block of 25,000 shares is called a “Basket”) 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. Orders to create or redeem Baskets may be placed only by Authorized Participants. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Sponsor and the Trustee. The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets and for the delivery of the gold required for such creations and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent of any investor or Authorized Participant. A transaction fee of $ 500 will be assessed on all creation and redemption transactions and paid to the Trustee. Authorized Participants who make deposits with the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation or inducement of any kind from either a Sponsor or the Trust, and no such person has any obligation or responsibility to a Sponsor or the Trust to affect any sale or resale of shares. Changes in the shares during the years ended December 31, 2023 and 2022 are: December 31, 2023 December 31, 2022 Beginning Share Balance 24,300,000 23,450,000 Creations (representing 898 and 1,120 baskets, respectively) 22,446,000 28,000,000 Redemptions (representing 630 and 1,086 baskets, respectively) ( 15,740,000 ) ( 27,150,000 ) Ending Share Balance 31,006,000 24,300,000 2.6. Income Taxes The Trust is classified as a “grantor trust” for United States federal income tax purposes. As a result, the Trust itself is not subject to United States federal income tax. Instead, the Trust’s income, gain, losses, and expenses will “flow through” to the shareholders, and the Trustee reports these to the Internal Revenue Service on that basis. F-11 Table of Contents The Sponsor has analyzed applicable tax laws and regulations and their application to the Trust as of December 31, 2023 and does not believe that there are any uncertain tax positions that require recognition of a tax liability. 3. INVESTMENT IN GOLD The following represents the changes in ounces of gold and the respective fair value during the year ended December 31, 2023: Amount in ounces Amount in US$ Balance at December 31, 2022 241,125.6 $ 437,004,008 Creations 222,564.6 433,194,841 Redemptions ( 156,051.8 ) ( 293,222,102 ) Net realized gain (loss) from gold bullion distributed for redemptions —  5,466,766 Transfer of gold to pay expenses ( 518.9 ) ( 1,005,875 ) Net realized gain (loss) from gold transferred to pay expenses —  ( 35,485 ) Change in unrealized appreciation (depreciation) on investment in gold —  52,001,106 Balance at December 31, 2023 307,119.5 $ 633,403,259 The following represents the changes in ounces of gold and the respective fair value during the year ended December 31, 2022: Amount in ounces Amount in US$ Balance at December 31, 2021 233,111.9 $ 424,287,056 Creations 278,153.9 509,528,816 Redemptions ( 269,606.8 ) ( 485,943,368 ) Net realized gain (loss) from gold bullion distributed for redemptions —  18,471,011 Transfer of gold to pay expenses ( 533.4 ) ( 963,304 ) Net realized gain (loss) from gold transferred to pay expenses —  ( 87,826 ) Change in unrealized appreciation (depreciation) on investment in gold —  ( 28,288,377 ) Balance at December 31, 2022 241,125.6 $ 437,004,008 4. RELATED PARTIES—SPONSOR, TRUSTEE, CUSTODIAN AND MARKETING FEES A fee is paid to the Sponsor as compensation for services performed under the Trust Agreement. The Sponsor’s Fee is payable at an annualized rate of 0.18 % of the Trust’s Net Asset Value, accrued on a daily basis computed on the prior business day’s Net Asset Value and paid in cash monthly in arrears. In exchange for the Sponsor Fee, the Sponsor has agreed to assume and be responsible for the payment of the following expenses, up to the Fee Cap (as defined below): fees for the Trustee’s ordinary services and reimbursement of its ordinary out-of-pocket expenses; the Custodian’s fees and expenses reimbursable to the Custodian pursuant to the Custody Agreement; the marketing expenses of the Trust; the listing fees of the Trust on the Cboe BZX Exchange; registration fees associated with the Trust charged by the SEC; printing and mailing costs; expenses for the maintenance of any website of the Trust; audit fees and expenses; routine legal fees and expenses associated with the ordinary course of the Trust’s operations; and the expense of the first two examinations of the Custodian’s records relating to the unallocated account and the first two audits of the Physical Gold held in the F-12 Table of Contents allocated account during any fiscal year (with the expense of any further examination or audits during such fiscal year to be an expense of the Trust). The Sponsor shall not be responsible for any other expenses, including litigation expenses associated with the Trust, taxes and other governmental charges (except and solely to the extent as may otherwise be agreed to in writing between the Sponsor and the Custodian), the Trustee’s expenses not reimbursed by the Sponsor pursuant to the Trust Agreement, indemnification of the Trustee or the Sponsor pursuant to the Trust Agreement, any expenses that are in excess of the Fee Cap, extraordinary expenses incurred on behalf of the Trust, and otherwise as set forth in the Trust Agreement. Extraordinary expenses shall include any fixing fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust. The Fee Cap is a maximum amount equal to the greater of $ 500,000 per annum and the amount that is equal to 0.15 % of the average total value of the gold held by the Trust, as determined by the Trustee on each business day, plus the value of all other assets of the Trust (other than any amount credited to the Trust’s reserve account), including cash, if any. From time to time, the Sponsor may waive all or a portion of the Sponsor Fee at its discretion. 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. Affiliates of the Trustee may from time to time act as Authorized Participants or purchase or sell gold or Trust shares for their own account, as agent for their customers and for accounts over which they exercise investment discretion. 5. CONCENTRATION OF RISK The Trust’s sole business activity is the investment in gold bullion. Several factors could affect the price of gold: (i) global gold supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries, and new production projects; (ii) investors’ expectations regarding future inflation rates; (iii) currency exchange rate volatility; (iv) interest rate volatility; and (v) political, economic, global or regional incidents. In addition, there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold declines, the Sponsor expects the value of an investment in the shares to decline proportionately. Each of these events could have a material effect on the Trust’s financial position and results of operations. 6. INDEMNIFICATION The Trust Agreement provides that the Trustee, its directors, officers, employees, shareholders, agents and affiliates (as defined under the Securities Act of 1933, as amended) 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 this 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. Such indemnities shall include payment from the Trust of the reasonable costs and expenses incurred by such indemnified party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent it may be F-13 Table of Contents ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because clause (i) or clause (ii) of the sentence preceding the prior sentence applied. Any amounts payable to an indemnified party may be payable in advance or shall be secured by a lien on the Trust. 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 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 any services the Custodian may, directly or indirectly, separately offer or provide to any beneficial owner. Such indemnities shall include payment from the Trust of the reasonable costs and expenses incurred by such indemnified party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent it may be ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because clause (i) or clause (ii) of this paragraph applied. In addition, the Trustee or the Sponsor may, in its sole discretion, undertake any action that it may deem necessary or desirable in respect of the Trust Agreement and in such event, the reasonable legal expenses and costs and other disbursements of any such actions shall be expenses and costs of the Trust and the Trustee or the Sponsor, as the case may be, shall be entitled to reimbursement by the Trust. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. F-14