What changed in this filing

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Item 1A. Risk Factors

2021-08-13 compared with 2020-08-24 · 374 added, 375 removed, 73 unchanged (91% of the section changed)

making an investment decision, you should consider carefully the risks described below, as well as the other information included

in this prospectus.

Shareholders should also refer to the other information included in this report, including the Trust’s

financial statements and the related notes.

the Shares are created to reflect the price of the gold held by the Trust, the market price of the Shares will be as unpredictable

as the price of gold has historically been.

This creates the potential for losses, regardless of whether you hold Shares for the

short-, mid- or long-term.

are created to reflect, at any given time, the market price of gold owned by the Trust at that time less the Trust’s expenses

and liabilities.

Because the value of Shares depends on the price of gold, it is subject to fluctuations similar to those affecting

making an investment decision, you should consider carefully the risks described below, as well as the other information included in

this prospectus.

Shareholders should also refer to the other information included in this report, including the Trust’s financial

statements and the related notes.

the Shares are created to reflect the price of the gold held by the Trust, the market price of the Shares will be as unpredictable as

the price of gold has historically been.

This creates the potential for losses, regardless of whether you hold Shares for the short-,

mid- or long-term.

are created to reflect, at any given time, the market price of gold owned by the Trust at that time less the Trust’s expenses and

Because the value of Shares depends on the price of gold, it is subject to fluctuations similar to those affecting gold

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

If gold markets continue to be characterized

by the wide fluctuations that they have shown in the past several years, the price of the Shares will change widely and in an

unpredictable manner.

This exposes your investment in Shares to potential losses if you need to sell your Shares at a time when

the price of gold is lower than it was when you made your investment in Shares.

Even if you are able to hold Shares for the mid-

or long-term you may never realize a profit, because gold markets have historically experienced extended periods of flat or declining

an investment in Shares, several factors may have the effect of causing a decline in the prices of gold and a corresponding decline

in the price of Shares.

sales, including those by the official sector (government, central banks and related institutions), which own a significant

portion of the aggregate world holdings.

If one or more of these institutions decides to sell in amounts large enough to cause

a decline in world gold prices, the price of the Shares will be adversely affected.

If gold markets continue to be characterized by the wide

fluctuations that they have shown in the past several years, the price of the Shares will change widely and in an unpredictable manner.

This exposes your investment in Shares to potential losses if you need to sell your Shares at a time when the price of gold is lower

than it was when you made your investment in Shares.

Even if you are able to hold Shares for the mid- or long-term you may never realize

a profit, because gold markets have historically experienced extended periods of flat or declining prices.

an investment in Shares, several factors may have the effect of causing a decline in the prices of gold and a corresponding decline in

the price of Shares.

sales, including those by the official sector (government, central banks and related institutions), which own a significant portion

of the aggregate world holdings.

If one or more of these institutions decides to sell in amounts large enough to cause a decline

in world gold prices, the price of the Shares will be adversely affected.

significant increase in gold hedging activity by gold producers.

Should there be an increase in the level of hedge activity

of gold producing companies, it could cause a decline in world gold prices, adversely affecting the price of the Shares.

Should there be an increase in the level of hedge activity of gold

producing companies, it could cause a decline in world gold prices, adversely affecting the price of the Shares.

significant change in the attitude of speculators and investors towards gold.

Should the speculative community take a negative

view towards gold, it could cause a decline in world gold prices, negatively impacting the price of the Shares.

towards gold could be influenced by:

Should the speculative community take a negative view

towards gold, it could cause a decline in world gold prices, negatively impacting the price of the Shares.

Attitudes towards gold

could be influenced by:

expectations regarding future inflation rates;

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several factors may trigger a temporary increase in the price of gold prior to your investment in the Shares.

If that is the case,

you will be buying Shares at prices affected by the temporarily high prices of gold, and you may incur losses when the causes

for the temporary increase disappear.

amount of gold represented by each Share will decrease over the life of the Trust due to the sales of gold necessary to pay the

Sponsor’s Fee and Trust expenses.

Without increases in the price of gold sufficient to compensate for that decrease, the

price of the Shares will also decline and you will lose money on your investment in Shares.

the Sponsor has agreed to assume all organizational and certain ordinary expenses incurred by the Trust, not all Trust expenses

have been assumed by the Sponsor.

For example, any taxes and other governmental charges that may be imposed on the Trust’s

property will not be paid by the Sponsor.

As part of its agreement to assume some of the Trust’s ordinary administrative

expenses, the Sponsor has agreed to pay legal fees and expenses of the Trust not in excess of $100,000 per annum.

Any legal fees

and expenses in excess of that amount will be the responsibility of the Trust.

If that is the case, you

will be buying Shares at prices affected by the temporarily high prices of gold, and you may incur losses when the causes for the temporary

increase disappear.

amount of gold represented by each Share will decrease over the life of the Trust due to the sales of gold necessary to pay the Sponsor’s

Fee and Trust expenses.

Without increases in the price of gold sufficient to compensate for that decrease, the price of the Shares will

also decline and you will lose money on your investment in Shares.

the Sponsor has agreed to assume all organizational and certain ordinary expenses incurred by the Trust, not all Trust expenses have

been assumed by the Sponsor.

For example, any taxes and other governmental charges that may be imposed on the Trust’s property

will not be paid by the Sponsor.

As part of its agreement to assume some of the Trust’s ordinary administrative expenses, the Sponsor

has agreed to pay legal fees and expenses of the Trust not in excess of $100,000 per annum.

Any legal fees and expenses in excess of

that amount will be the responsibility of the Trust.

the Trust does not have any income, it needs to sell gold to cover expenses not assumed by the Sponsor.

The Trust may also be

subject to other liabilities (for example, as a result of litigation) which have also not been assumed by the Sponsor.

source of funds to cover those liabilities will be sales of gold held by the Trust.

Even if there are no expenses other than those

assumed by the Sponsor, and there are no other liabilities of the Trust, the Trustee will still need to sell gold to pay the Sponsor’s

The result of these sales is a decrease in the amount of gold represented by each Share.

New deposits of gold, received in

exchange for new Shares issued by the Trust, do not reverse this trend.

decrease in the amount of gold represented by each Share results in a decrease in its price even if the price of gold has not

The Trust may also be subject

to other liabilities (for example, as a result of litigation) which have also not been assumed by the Sponsor.

The only source of funds

to cover those liabilities will be sales of gold held by the Trust.

Even if there are no expenses other than those assumed by the Sponsor,

and there are no other liabilities of the Trust, the Trustee will still need to sell gold to pay the Sponsor’s Fee.

of these sales is a decrease in the amount of gold represented by each Share.

New deposits of gold, received in exchange for new Shares

issued by the Trust, do not reverse this trend.

decrease in the amount of gold represented by each Share results in a decrease in its price even if the price of gold has not changed.

To retain the Share’s original price, the price of gold has to increase.

Without that increase, the lesser amount

of gold represented by the Share will have a correspondingly lower price.

If these increases do not occur, or are not sufficient

to counter the lesser amount of gold represented by each Share, you will sustain losses on your investment in Shares.

increase in the Trust expenses not assumed by the Sponsor, or the existence of unexpected liabilities affecting the Trust, will

force the Trustee to sell larger amounts of gold, and will result in a more rapid decrease of the amount of gold represented by

each Share and a corresponding decrease in its value.

governmental decisions may have significant impact on the price of gold, which may result in a significant decrease or increase

in the value of the net assets and the net asset value of the Trust.

Without that increase, the lesser amount of gold represented

by the Share will have a correspondingly lower price.

If these increases do not occur, or are not sufficient to counter the lesser amount

of gold represented by each Share, you will sustain losses on your investment in Shares.

increase in the Trust expenses not assumed by the Sponsor, or the existence of unexpected liabilities affecting the Trust, will force

the Trustee to sell larger amounts of gold, and will result in a more rapid decrease of the amount of gold represented by each Share

and a corresponding decrease in its value.

governmental decisions may have significant impact on the price of gold, which may result in a significant decrease or increase in the

value of the net assets and the net asset value of the Trust.

gold prices reflect the supply and demand of available gold.

Governmental decisions, such as the executive order issued by the

President of the United States in 1933 requiring all persons in the United States to deliver gold to the Federal Reserve or the

abandonment of the gold standard by the United States in 1971, have been viewed as having significant impact on the supply and

demand of gold and the price of gold.

Future governmental decisions may have an impact on the price of gold, and may result in

a significant decrease or increase in the value of the net assets and the net asset value of the Trust.

Further regulations applicable

Governmental decisions, such as the executive order issued by the President

of the United States in 1933 requiring all persons in the United States to deliver gold to the Federal Reserve or the abandonment of

the gold standard by the United States in 1971, have been viewed as having significant impact on the supply and demand of gold and the

price of gold.

Future governmental decisions may have an impact on the price of gold, and may result in a significant decrease or increase

in the value of the net assets and the net asset value of the Trust.

Further regulations applicable to U.S.

banks and non-U.S.

bank entities operating in the U.S.

with respect to their trading in physical commodities, such as

precious metals, may further impact the price of gold in the U.S.

bank entities

operating in the U.S.

with respect to their trading in physical commodities, such as precious metals, may further impact the price of

gold in the U.S.

Trust is a passive investment vehicle.

This means that the value of your Shares may be adversely affected by Trust losses that,

if the Trust had been actively managed, it might have been possible to avoid.

This means that the value of your Shares may be adversely affected by Trust losses that, if the

Trust had been actively managed, it might have been possible to avoid.

Trustee does not actively manage the gold held by the Trust.

This means that the Trustee does not sell gold at times when its

price is high, or acquire gold at low prices in the expectation of future price increases.

It also means that the Trustee does

not make use of any of the hedging techniques available to professional gold investors to attempt to reduce the risks of losses

resulting from price decreases.

This means that the Trustee does not sell gold at times when its price is

high, or acquire gold at low prices in the expectation of future price increases.

It also means that the Trustee does not make use of

any of the hedging techniques available to professional gold investors to attempt to reduce the risks of losses resulting from price

Any losses sustained by the Trust will adversely affect the value of your Shares.

price received upon the sale of Shares may be less than the value of the gold represented by them.

result obtained by subtracting the Trust’s expenses and liabilities on any day from the price of the gold owned by the Trust

on that day is the net asset value of the Trust which, when divided by the number of Shares outstanding on that day, results in

the NAV per Share.

result obtained by subtracting the Trust’s expenses and liabilities on any day from the price of the gold owned by the Trust on

that day is the net asset value of the Trust which, when divided by the number of Shares outstanding on that day, results in the NAV

may trade at, above or below their NAV.

The NAV will fluctuate with changes in the market value of the Trust’s assets.

trading prices of Shares will fluctuate in accordance with changes in their NAVs as well as market supply and demand.

of the discount or premium in the trading price relative to the NAV may be influenced by non-concurrent trading hours between

the major gold markets and the Exchange.

prices of Shares will fluctuate in accordance with changes in their NAVs as well as market supply and demand.

The amount of the discount

or premium in the trading price relative to the NAV may be influenced by non-concurrent trading hours between the major gold markets

and the Exchange.

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

(New York time), liquidity

in the market for gold will be reduced after the close of the major world gold markets, including London, Zurich and COMEX.

a result, during this time, trading spreads, and the resulting premium or discount on Shares, may widen.

(New York time), liquidity in the market for gold will

be reduced after the close of the major world gold markets, including London, Zurich and COMEX.

As a result, during this time, trading

spreads, and the resulting premium or discount on Shares, may widen.

investment in the Trust may be adversely affected by competition from other methods of investing in gold.

Trust competes with other financial vehicles, including traditional debt and equity securities issued by companies in the gold

industry and other securities backed by or linked to gold, direct investments in gold and investment vehicles similar to the Trust.

Market and financial conditions, and other conditions beyond the Sponsor’s control, may make it more attractive to invest

in other financial vehicles or to invest in gold directly, which could affect the market capitalization of the Trust and reduce

To the extent existing exchange traded funds, or ETFs, or other exchange traded vehicles tracking gold markets represent

a significant proportion of demand for physical gold bullion, large redemptions of the securities of these ETFs or other exchange

traded vehicles could negatively affect physical gold bullion prices and the price and NAV.

Trust competes with other financial vehicles, including traditional debt and equity securities issued by companies in the gold industry

and other securities backed by or linked to gold, direct investments in gold and investment vehicles similar to the Trust.

financial conditions, and other conditions beyond the Sponsor’s control, may make it more attractive to invest in other financial

vehicles or to invest in gold directly, which could affect the market capitalization of the Trust and reduce the NAV.

To the extent existing

exchange traded funds, or ETFs, or other exchange traded vehicles tracking gold markets represent a significant proportion of demand

for physical gold bullion, large redemptions of the securities of these ETFs or other exchange traded vehicles could negatively affect

physical gold bullion prices and the price and NAV.

Trust may be forced to sell gold earlier than anticipated if expenses are higher than expected.

Trust may be forced to sell physical gold earlier than anticipated if the Trust’s expenses are higher than estimated.

accelerated sales may result in a reduction of the NAV and the value of the Shares.

Such accelerated

sales may result in a reduction of the NAV and the value of the Shares.

the Trust is not a diversified investment, it may be more volatile than other investments.

investment in the Trust is not intended as a complete investment plan.

Because the Trust principally only holds physical gold,

an investment in the Trust may be more volatile than an investment in a more broadly diversified portfolio.

Accordingly, the NAV

may be more volatile than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially

An investment in the Trust may be deemed speculative and is not intended as a complete investment program;

investors should review closely the objective and strategy, the investment and operating restrictions and the redemption provisions

of the Trust as outlined herein and familiarize themselves with the risks associated with an investment in the Trust.

liquidation of the Trust may occur at a time when the disposition of the Trust’s gold will result in losses to investors

Because the Trust principally only holds physical gold, an investment

in the Trust may be more volatile than an investment in a more broadly diversified portfolio.

Accordingly, the NAV may be more volatile

than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially over time.

An investment in

the Trust may be deemed speculative and is not intended as a complete investment program;

therefore investors should review closely the

objective and strategy, the investment and operating restrictions and the redemption provisions of the Trust as outlined herein and familiarize

themselves with the risks associated with an investment in the Trust.

liquidation of the Trust may occur at a time when the disposition of the Trust’s gold will result in losses to investors in Shares.

Trust may have a limited duration.

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See “Description

of the Shares and the Trust Agreement—Amendment and Termination” for more information about the termination of the

Trust, including when events outside the control of the Sponsor, the Trustee or the Shareholders may prompt the Trust’s

termination of the Trust, the Trustee will sell gold in the amount necessary to cover all expenses of liquidation, and to pay

any outstanding liabilities of the Trust.

of the Shares and the Trust Agreement—Amendment and Termination” for more information about the termination of the Trust,

including when events outside the control of the Sponsor, the Trustee or the Shareholders may prompt the Trust’s termination.

termination of the Trust, the Trustee will sell gold in the amount necessary to cover all expenses of liquidation, and to pay any outstanding

liabilities of the Trust.

The remaining gold will be distributed among Authorized Participants surrendering Shares.

Any gold remaining in the possession of the Trustee after 60 days may be sold by the Trustee and the proceeds of the sale will

be held by the Trustee until claimed by any remaining holders of Shares.

Sales of gold in connection with the liquidation of the

Trust at a time of low prices will likely result in losses, or adversely affect your gains, on your investment in Shares.

Any gold remaining

in the possession of the Trustee after 60 days may be sold by the Trustee and the proceeds of the sale will be held by the Trustee until

claimed by any remaining holders of Shares.

Sales of gold in connection with the liquidation of the Trust at a time of low prices will

likely result in losses, or adversely affect your gains, on your investment in Shares.

may be situations where an Authorized Participant is unable to redeem a Basket of Shares.

To the extent the value of gold decreases,

these delays may result in a decrease in the value of the gold the Authorized Participant will receive when the redemption occurs,

as well as a reduction in liquidity for all Shareholders in the secondary market.

Shares surrendered by Authorized Participants in Basket-size aggregations are redeemable in exchange for the underlying amount

of gold, redemptions may be suspended during any period while regular trading on the Exchange is suspended or restricted, or in

which an emergency exists that makes it reasonably impracticable to deliver, dispose of, or evaluate gold.

If any of these events

occurs at a time when an Authorized Participant intends to redeem Shares, and the price of gold decreases before such Authorized

Participant is able again to surrender Shares for redemption, such 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 its

Shares, had the redemption taken place when such Authorized Participant originally intended it to occur.

As a consequence, Authorized

Participants may reduce their trading in Shares during periods of suspension, decreasing the number of potential buyers of Shares

in the secondary market and, therefore, decreasing the price a Shareholder may receive upon sale.

these delays may result in a decrease in the value of the gold the Authorized Participant will receive when the redemption occurs, as

well as a reduction in liquidity for all Shareholders in the secondary market.

Shares surrendered by Authorized Participants in Basket-size aggregations are redeemable in exchange for the underlying amount of gold,

redemptions may be suspended during any period while regular trading on the Exchange is suspended or restricted, or in which an emergency

exists that makes it reasonably impracticable to deliver, dispose of, or evaluate gold.

If any of these events occurs at a time when

an Authorized Participant intends to redeem Shares, and the price of gold decreases before such Authorized Participant is able again

to surrender Shares for redemption, such 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 its Shares, had the redemption taken place when

such Authorized Participant originally intended it to occur.

As a consequence, Authorized Participants may reduce their trading in Shares

during periods of suspension, decreasing the number of potential buyers of Shares in the secondary market and, therefore, decreasing

the price a Shareholder may receive upon sale.

liquidity of the Shares may also be affected by the withdrawal from participation of Authorized Participants.

the event that one or more Authorized Participants that have substantial interests in Shares withdraw from participation, the

liquidity of the Shares will likely decrease which could adversely affect the market price of the Shares and result in your incurring

a loss on your investment.

Trust is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to

emerging growth companies will make the Shares less attractive to investors.

the event that one or more Authorized Participants that have substantial interests in Shares withdraw from participation, the liquidity

of the Shares will likely decrease which could adversely affect the market price of the Shares and result in your incurring a loss on

your investment.

Trust is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging

growth companies will make the Shares less attractive to investors.

Trust is an “emerging growth company” as defined in the JOBS Act.

For as long as the Trust continues to be an emerging

growth company it may choose to take advantage of certain exemptions from various reporting requirements applicable to other public

companies but not to emerging public companies, which include, among other things:

For as long as the Trust continues to be an emerging growth

company it may choose to take advantage of certain exemptions from various reporting requirements applicable to other public companies

but not to emerging public companies, which include, among other things:

from the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act;

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from the requirements of holding non-binding shareholder votes on executive compensation arrangements;

from any rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless otherwise determined

by the SEC, any new audit rules adopted by the Public Company Accounting Oversight Board.

Trust could be an emerging growth company until the last day of the fiscal year following the fifth anniversary after its initial

public offering, or until the earliest of (1) the last day of the fiscal year in which it has annual gross revenue of $1 billion

or more, (2) the date on which it has, during the previous three year period, issued more than $1 billion in non-convertible debt

or (3) the date on which it is deemed to be a large accelerated filer under the federal securities laws.

The Trust will qualify

as a large accelerated filer as of the first day of the first fiscal year after it has (A) more than $700 million in outstanding

equity held by nonaffiliates and (B) been public for at least 12 months.

The value of the Trust’s outstanding equity will

be measured each year on the last day of its second fiscal quarter.

the JOBS Act, emerging growth companies are also permitted to elect to delay adoption of new or revised accounting standards until

companies that are not subject to periodic reporting obligations are required to comply, if such accounting standards apply to

non-reporting companies.

However, the Trust has chosen to opt out of this extended transition period for complying with new or

revised accounting standards.

Section 107 of the JOBS Act provides that the decision to opt out of the extended transition period

for complying with new or revised accounting standards is irrevocable.

from any rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless otherwise determined by the

SEC, any new audit rules adopted by the Public Company Accounting Oversight Board.

Trust could be an emerging growth company until the last day of the fiscal year following the fifth anniversary after its initial public

offering, or until the earliest of (1) the last day of the fiscal year in which it has annual gross revenue of $1 billion or more, (2)

the date on which it has, during the previous three year period, issued more than $1 billion in non-convertible debt or (3) the date

on which it is deemed to be a large accelerated filer under the federal securities laws.

The Trust will qualify as a large accelerated

filer as of the first day of the first fiscal year after it has (A) more than $700 million in outstanding equity held by nonaffiliates

and (B) been public for at least 12 months.

The value of the Trust’s outstanding equity will be measured each year on the last

day of its second fiscal quarter.

the JOBS Act, emerging growth companies are also permitted to elect to delay adoption of new or revised accounting standards until companies

that are not subject to periodic reporting obligations are required to comply, if such accounting standards apply to non-reporting companies.

However, the Trust has chosen to opt out of this extended transition period for complying with new or revised accounting standards.

107 of the JOBS Act provides that the decision to opt out of the extended transition period for complying with new or revised accounting

standards is irrevocable.

Trust cannot predict if investors will find an investment in the Trust less attractive if it relies on these exemptions.

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This power may be exercised by a relatively small number of holders.

If it is so exercised, investors who wished to continue to invest in gold through the vehicle of the Trust will have to find another

vehicle, and may not be able to find another vehicle that offers the same features as the Trust.

is so exercised, investors who wished to continue to invest in gold through the vehicle of the Trust will have to find another vehicle,

and may not be able to find another vehicle that offers the same features as the Trust.

lack of an active trading market for the Shares may result in losses on your investment at the time of disposition of your Shares.

Shares are listed for trading on the Exchange, you should not assume that an active trading market for the Shares will develop

or be maintained.

If you need to sell your Shares at a time when no active market for them exists, such lack of an active market

will most likely adversely affect the price you receive for your Shares (assuming you are able to sell them).

Shares are listed for trading on the Exchange, you should not assume that an active trading market for the Shares will develop or be

If you need to sell your Shares at a time when no active market for them exists, such lack of an active market will most

likely adversely affect the price you receive for your Shares (assuming you are able to sell them).

the process of creation and redemption of Baskets encounters any unanticipated difficulties, the possibility for arbitrage transactions

intended to keep the price of the Shares closely linked to the price of gold may not exist and, as a result, the price of the

Shares may fall or otherwise diverge from NAV.

the processes of creation and redemption of Shares (which depend on timely transfers of gold to and by the Custodian) encounter

any unanticipated difficulties, potential market participants, such as the Authorized Participants and their customers, who would

otherwise be willing to purchase or redeem Baskets to take advantage of any arbitrage opportunity arising from discrepancies between

the price of the Shares and the price of the underlying gold may not take the risk that, as a result of those difficulties, they

may not be able to realize the profit they expect.

If this is the case, the liquidity of the Shares may decline and the price

of the Shares may fluctuate independently of the price of gold and may fall or otherwise diverge from NAV.

intended to keep the price of the Shares closely linked to the price of gold may not exist and, as a result, the price of the Shares

may fall or otherwise diverge from NAV.

the processes of creation and redemption of Shares (which depend on timely transfers of gold to and by the Custodian) encounter any unanticipated

difficulties, potential market participants, such as the Authorized Participants and their customers, who would otherwise be willing

to purchase or redeem Baskets to take advantage of any arbitrage opportunity arising from discrepancies between the price of the Shares

and the price of the underlying gold may not take the risk that, as a result of those difficulties, they may not be able to realize the

profit they expect.

If this is the case, the liquidity of the Shares may decline and the price of the Shares may fluctuate independently

of the price of gold and may fall or otherwise diverge from NAV.

an owner of Shares, you will not have the rights normally associated with ownership of other types of shares.

are not entitled to the same rights as shares issued by a corporation.

By acquiring Shares, you are not acquiring the right to

elect directors, to receive dividends, to vote on certain matters regarding the issuer of your Shares or to take other actions

normally associated with the ownership of shares of a corporation.

You will only have the limited rights described under “Description

of the Shares and the Trust Agreement.”

By acquiring Shares, you are not acquiring the right to elect

directors, to receive dividends, to vote on certain matters regarding the issuer of your Shares or to take other actions normally associated

with the ownership of shares of a corporation.

You will only have the limited rights described under “Description of the Shares

and the Trust Agreement.”

an owner of Shares, you will not have the protections normally associated with ownership of shares in an investment company registered

under the Investment Company Act of 1940, as amended, or the protections afforded by the Commodity Exchange Act of 1936, as amended.

Trust is not registered as an investment company for purposes of United States federal securities laws, and is not subject to

regulation by the SEC as an investment company.

Consequently, the owners of Shares do not have the regulatory protections provided

to investors in registered investment companies.

For example, the provisions of the Investment Company Act that limit transactions

with affiliates, prohibit the suspension of redemptions (except under certain limited circumstances) or limit sales loads, among

others, do not apply to the Trust.

Trust does not hold or trade in commodity futures contracts, “commodity interests”, or any other instruments regulated

by the CEA, as administered by the CFTC and the National Futures Association (the “NFA”).

Furthermore, the Trust is

not a commodity pool for purposes of the CEA and the Shares are not “commodity interests”.

Consequently, the Trustee

and Sponsor are not subject to registration as commodity pool operators or commodity trading advisors with respect to the Trust

or the Shares.

The owners of Shares do not receive the CEA disclosure document and certified annual report required to be delivered

by a registered commodity pool operator or a commodity trading advisor with respect to the Trust, and the owners of Shares do

not have the regulatory protections provided to investors in commodity pools operated by registered commodity pool operators or

advised by commodity trading advisors.

value of the Shares will be adversely affected if gold owned by the Trust is lost or damaged in circumstances in which the Trust

is not in a position to recover the corresponding loss.

Trust is not registered as an investment company for purposes of United States federal securities laws, and is not subject to regulation

by the SEC as an investment company.

Consequently, the owners of Shares do not have the regulatory protections provided to investors

in registered investment companies.

For example, the provisions of the Investment Company Act that limit transactions with affiliates,

prohibit the suspension of redemptions (except under certain limited circumstances) or limit sales loads, among others, do not apply

to the Trust.

Trust does not hold or trade in commodity futures contracts, “commodity interests”, or any other instruments regulated by

the CEA, as administered by the CFTC and the National Futures Association (the “NFA”).

Furthermore, the Trust is not a commodity

pool for purposes of the CEA and the Shares are not “commodity interests”.

Consequently, the Trustee and Sponsor are not

subject to registration as commodity pool operators or commodity trading advisors with respect to the Trust or the Shares.

of Shares do not receive the CEA disclosure document and certified annual report required to be delivered by a registered commodity pool

operator or a commodity trading advisor with respect to the Trust, and the owners of Shares do not have the regulatory protections provided

to investors in commodity pools operated by registered commodity pool operators or advised by commodity trading advisors.

value of the Shares will be adversely affected if gold owned by the Trust is lost or damaged in circumstances in which the Trust is not

in a position to recover the corresponding loss.

Custodian is responsible to the Trust for loss or damage to the Trust’s gold only under limited circumstances.

The agreements

with the Custodian contemplate that the Custodian will be responsible to the Trust only if it acts with negligence, fraud or in

willful default of its obligations under those agreements.

The Custodian’s liability will not exceed the market value of

the gold credited to the Trust Unallocated Account and the Trust Allocated Account at the time such negligence, fraud or willful

default is either discovered by or notified to the Custodian (such market value calculated using the nearest available LBMA Gold

Price PM following the occurrence of such negligence, fraud or willful default), provided that, in the case of such discovery

by or notification to the Custodian, the Custodian notifies the Sponsor and the Trustee promptly after any discovery of such negligence,

fraud or willful default.

Furthermore, the Custodian is not liable for any delay in performance, or for the non-performance, of

any of its obligations under the Custody Agreements by reason of any cause beyond the Custodian’s reasonable control, including

any act of God or war or terrorism, any breakdown, malfunction or failure of, or connected with, any communication, computer,

transmission, clearing or settlement facilities, industrial action, or acts, rules and regulations of any governmental or supra

national bodies or authorities or any relevant regulatory or self-regulatory organization.

addition, because the Custody Agreements are governed by English law, the holders of the Shares may have no rights against the

Custodian and any rights they may have against the Custodian will be different from, and may be more limited than, those that

could have been available to them under the laws of a different jurisdiction.

The choice of English law to govern the Custody

Agreements, however, is not expected to affect any rights that the holders of the Shares may have against the Trust or the Trustee.

The agreements with

the Custodian contemplate that the Custodian will be responsible to the Trust only if it acts with negligence, fraud or in willful default

of its obligations under those agreements.

The Custodian’s liability will not exceed the market value of the gold credited to the

Trust Unallocated Account and the Trust Allocated Account at the time such negligence, fraud or willful default is either discovered

by or notified to the Custodian (such market value calculated using the nearest available LBMA Gold Price PM following the occurrence

of such negligence, fraud or willful default), provided that, in the case of such discovery by or notification to the Custodian, the

Custodian notifies the Sponsor and the Trustee promptly after any discovery of such negligence, fraud or willful default.

the Custodian is not liable for any delay in performance, or for the non-performance, of any of its obligations under the Custody Agreements

by reason of any cause beyond the Custodian’s reasonable control, including any act of God or war or terrorism, any breakdown,

malfunction or failure of, or connected with, any communication, computer, transmission, clearing or settlement facilities, industrial

action, or acts, rules and regulations of any governmental or supra national bodies or authorities or any relevant regulatory or self-regulatory

organization.

addition, because the Custody Agreements are governed by English law, the holders of the Shares may have no rights against the Custodian

and any rights they may have against the Custodian will be different from, and may be more limited than, those that could have been available

to them under the laws of a different jurisdiction.

The choice of English law to govern the Custody Agreements, however, is not expected

to affect any rights that the holders of the Shares may have against the Trust or the Trustee.

the Trust may not be in a position to recover insurance proceeds in the event of any loss with respect to its gold.

does not insure its gold.

The Custodian maintains insurance with regard to its business on such terms and conditions as it considers

appropriate, which does not cover the full amount of gold held in custody.

The Trust is not a beneficiary of any such insurance

and does not have the ability to dictate the existence, nature or amount of coverage.

Therefore, Shareholders cannot be assured

that the Custodian will maintain adequate insurance or any insurance with respect to the gold held by the Custodian on behalf

of the Trust.

The Custodian and the Trustee do not require any direct or indirect subcustodians to be insured or bonded with respect

to their custodial activities or in respect of the gold held by them on behalf of the Trust.

Consequently, a loss may be suffered

with respect to the Trust’s gold which is not covered by insurance and for which no person is liable in damages.

loss of gold owned by the Trust will result in a corresponding loss in the net asset value of the Trust 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 Exchange.

the relationship between the Custodian and the Trustee concerning the Trust’s allocated gold is expressly governed by English

law, a court hearing any legal dispute concerning that arrangement may disregard that choice of law and apply U.S.

law, in which

case the ability of the Trust to seek legal redress against the Custodian may be frustrated.

The Trust does not

insure its gold.

The Custodian maintains insurance with regard to its business on such terms and conditions as it considers appropriate,

which does not cover the full amount of gold held in custody.

The Trust is not a beneficiary of any such insurance and does not have

the ability to dictate the existence, nature or amount of coverage.

Therefore, Shareholders cannot be assured that the Custodian will

maintain adequate insurance or any insurance with respect to the gold held by the Custodian on behalf of the Trust.

The Custodian and

the Trustee do not require any direct or indirect subcustodians to be insured or bonded with respect to their custodial activities or

in respect of the gold held by them on behalf of the Trust.

Consequently, a loss may be suffered with respect to the Trust’s gold

which is not covered by insurance and for which no person is liable in damages.

loss of gold owned by the Trust will result in a corresponding loss in the net asset value of the Trust 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 Exchange.

the relationship between the Custodian and the Trustee concerning the Trust’s allocated gold is expressly governed by English law,

a court hearing any legal dispute concerning that arrangement may disregard that choice of law and apply U.S.

law, in which case the

ability of the Trust to seek legal redress against the Custodian may be frustrated.

obligations of the Custodian under the Custody Agreements are governed by English law.

The Trust is a New York common law trust.

Any United States, New York or other court situated in the United States may have difficulty interpreting English law (which,

insofar as it relates to custody arrangements, is largely derived from court rulings rather than statute), London Bullion Market

Association (LBMA) rules or the customs and practices in the London custody market.

It may be difficult or impossible for the

Trust to sue the Custodian in a United States, New York or other court situated in the United States.

In addition, it may be difficult,

time consuming and/or expensive for the Trust to enforce in a foreign court a judgment rendered by a United States, New York or

other court situated in the United States.

and Authorized Participants lack the right under the Custody Agreements to assert claims directly against the Custodian, which

significantly limits their options for recourse.

the Shareholders nor any Authorized Participant will have a right under the Custody Agreements to assert a claim of the Trustee

against the Custodian.

United States, New York or other court situated in the United States may have difficulty interpreting English law (which, insofar as

it relates to custody arrangements, is largely derived from court rulings rather than statute), London Bullion Market Association (LBMA)

rules or the customs and practices in the London custody market.

It may be difficult or impossible for the Trust to sue the Custodian

in a United States, New York or other court situated in the United States.

In addition, it may be difficult, time consuming and/or expensive

for the Trust to enforce in a foreign court a judgment rendered by a United States, New York or other court situated in the United States.

and Authorized Participants lack the right under the Custody Agreements to assert claims directly against the Custodian, which significantly

limits their options for recourse.

the Shareholders nor any Authorized Participant will have a right under the Custody Agreements to assert a claim of the Trustee against

the Custodian.

Claims under the Custody Agreements may only be asserted by the Trustee on behalf of the Trust.

held in the Trust Unallocated Account and any Authorized Participant’s unallocated gold account will not be segregated from

the Custodian’s assets.

If the Custodian becomes insolvent, its assets may not be adequate to satisfy a claim by the Trust

or any Authorized Participant.

In addition, in the event of the Custodian’s insolvency, there may be a delay and costs incurred

in identifying the gold bars held in the Trust Allocated Account.

held in the Trust Unallocated Account and any Authorized Participant’s unallocated gold account will not be segregated from the

Custodian’s assets.

If the Custodian becomes insolvent, its assets may not be adequate to satisfy a claim by the Trust or any Authorized

In addition, in the event of the Custodian’s insolvency, there may be a delay and costs incurred in identifying the

gold bars held in the Trust Allocated Account.

which is part of a deposit for a purchase order or part of a redemption distribution will be held for a time in the Trust Unallocated

Account and, previously or subsequently in, the unallocated gold account of the purchasing or redeeming Authorized Participant.

During those times, the Trust and the Authorized Participant, as the case may be, will have no proprietary rights to any specific

bars of gold held by the Custodian and will each be an unsecured creditor of the Custodian with respect to the amount of gold

held in such unallocated accounts.

In addition, if the Custodian fails to allocate the Trust’s gold in a timely manner,

in the proper amounts or otherwise in accordance with the terms of the Trust Unallocated Account Agreement, or if a subcustodian

fails to so segregate gold held by it on behalf of the Trust, unallocated gold will not be segregated from the Custodian’s

assets, and the Trust will be an unsecured creditor of the Custodian with respect to the amount so held in the event of the insolvency

of the Custodian.

In the event the Custodian becomes insolvent, the Custodian’s assets might not be adequate to satisfy

a claim by the Trust or the Authorized Participant for the amount of gold held in their respective unallocated gold accounts.

the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the gold held in all of the accounts held

by the Custodian, including the Trust Allocated Account.

Although the Trust would retain legal title to the allocated gold bars,

the Trust could incur expenses in connection with obtaining control of the allocated gold bars, and the assertion of a claim by

such liquidator for unpaid fees could delay creations and redemptions of Baskets.

time to time subcustodians may be employed by the Custodian to provide temporary custody and safekeeping of the Trust’s

The obligations of any subcustodian of the Trust’s gold are not determined by contractual arrangements but by LBMA

rules and London bullion market customs and practices, which may prevent the Trust’s recovery of damages for losses on its

gold custodied with subcustodians.

those times, the Trust and the Authorized Participant, as the case may be, will have no proprietary rights to any specific bars of gold

held by the Custodian and will each be an unsecured creditor of the Custodian with respect to the amount of gold held in such unallocated

In addition, if the Custodian fails to allocate the Trust’s gold in a timely manner, in the proper amounts or otherwise

in accordance with the terms of the Trust Unallocated Account Agreement, or if a subcustodian fails to so segregate gold held by it on

behalf of the Trust, unallocated gold will not be segregated from the Custodian’s assets, and the Trust will be an unsecured creditor

of the Custodian with respect to the amount so held in the event of the insolvency of the Custodian.

In the event the Custodian becomes

insolvent, the Custodian’s assets might not be adequate to satisfy a claim by the Trust or the Authorized Participant for the amount

of gold held in their respective unallocated gold accounts.

the event of the insolvency of the Custodian, a liquidator may seek to freeze access to the gold held in all of the accounts held by

the Custodian, including the Trust Allocated Account.

Although the Trust would retain legal title to the allocated gold bars, the Trust

could incur expenses in connection with obtaining control of the allocated gold bars, and the assertion of a claim by such liquidator

for unpaid fees could delay creations and redemptions of Baskets.

time to time subcustodians may be employed by the Custodian to provide temporary custody and safekeeping of the Trust’s gold.

obligations of any subcustodian of the Trust’s gold are not determined by contractual arrangements but by LBMA rules and London

bullion market customs and practices, which may prevent the Trust’s recovery of damages for losses on its gold custodied with subcustodians.

bars may be held by one or more subcustodians appointed by the Custodian, or employed by the subcustodians appointed by the Custodian,

until it is transported to the Custodian’s London vault premises.

Under the Trust Allocated Account Agreement, except for

an obligation on the part of the Custodian to use commercially reasonable efforts to obtain delivery of the Trust’s gold

bars from any subcustodians appointed by the Custodian, the Custodian is not liable for the acts or omissions of its subcustodians

unless the selection of such subcustodians was made negligently or in bad faith.

There are expected to be no written contractual

arrangements between subcustodians that hold the Trust’s gold bars and the Trustee or the Custodian, because traditionally

such arrangements are based on the LBMA’s rules and on the customs and practices of the London bullion market.

of a legal dispute with respect to or arising from such arrangements, it may be difficult to define such customs and practices.

The LBMA’s rules may be subject to change outside the control of the Trust.

Under English law, neither the Trustee nor the

Custodian would have a supportable breach of contract claim against a subcustodian for losses relating to the safekeeping of gold.

If the Trust’s gold bars are lost or damaged while in the custody of a subcustodian, the Trust may not be able to recover

damages from the Custodian or the subcustodian.

Under the Trust Allocated Account Agreement, except for an obligation

on the part of the Custodian to use commercially reasonable efforts to obtain delivery of the Trust’s gold bars from any subcustodians

appointed by the Custodian, the Custodian is not liable for the acts or omissions of its subcustodians unless the selection of such subcustodians

was made negligently or in bad faith.

There are expected to be no written contractual arrangements between subcustodians that hold the

Trust’s gold bars and the Trustee or the Custodian, because traditionally such arrangements are based on the LBMA’s rules

and on the customs and practices of the London bullion market.

In the event of a legal dispute with respect to or arising from such arrangements,

it may be difficult to define such customs and practices.

The LBMA’s rules may be subject to change outside the control of the

Under English law, neither the Trustee nor the Custodian would have a supportable breach of contract claim against a subcustodian

for losses relating to the safekeeping of gold.

If the Trust’s gold bars are lost or damaged while in the custody of a subcustodian,

the Trust may not be able to recover damages from the Custodian or the subcustodian.

neither the Trustee nor the Custodian oversees or monitors the activities of subcustodians who may temporarily hold the Trust’s

1 unchanged sentence

of the Trust’s gold bars could result in a loss to the Trust.

the Trust Allocated Account Agreement, the Custodian agreed that it will hold all of the Trust’s gold bars in its own vault

premises except when the gold bars have been allocated in a vault other than the Custodian’s vault premises, and in such

cases the Custodian agreed that it will use commercially reasonable efforts promptly to transport the gold bars to the Custodian’s

vault, at the Custodian’s cost and risk.

Nevertheless, there may be periods of time when some portion of the Trust’s

gold bars will be held by one or more subcustodians appointed by the Custodian or by a subcustodian of such subcustodian.

the Trust Allocated Account Agreement, the Custodian agreed that it will hold all of the Trust’s gold bars in its own vault premises

except when the gold bars have been allocated in a vault other than the Custodian’s vault premises, and in such cases the Custodian

agreed that it will use commercially reasonable efforts promptly to transport the gold bars to the Custodian’s vault, at the Custodian’s

cost and risk.

Nevertheless, there may be periods of time when some portion of the Trust’s gold bars will be held by one or more

subcustodians appointed by the Custodian or by a subcustodian of such subcustodian.

Custodian is required under the Trust Allocated Account Agreement to use reasonable care in appointing its subcustodians but otherwise

has no other responsibility in relation to the subcustodians appointed by it.

These subcustodians may in turn appoint further

subcustodians, but the Custodian is not responsible for the appointment of these further subcustodians.

The Custodian does not

undertake to monitor the performance by subcustodians of their custody functions or their selection of further subcustodians.

The Trustee does not undertake to monitor the performance of any subcustodian.

Furthermore, the Trustee may have no right to visit

the premises of any subcustodian for the purposes of examining the Trust’s gold bars or any records maintained by the subcustodian,

and no subcustodian will be obligated to cooperate in any review the Trustee may wish to conduct of the facilities, procedures,

records or creditworthiness of such subcustodian.

These subcustodians may in turn appoint further subcustodians,

but the Custodian is not responsible for the appointment of these further subcustodians.

The Custodian does not undertake to monitor

the performance by subcustodians of their custody functions or their selection of further subcustodians.

The Trustee does not undertake

to monitor the performance of any subcustodian.

Furthermore, the Trustee may have no right to visit the premises of any subcustodian

for the purposes of examining the Trust’s gold bars or any records maintained by the subcustodian, and no subcustodian will be

obligated to cooperate in any review the Trustee may wish to conduct of the facilities, procedures, records or creditworthiness of such

subcustodian.

addition, the ability of the Trustee to monitor the performance of the Custodian may be limited because under the Custody Agreements

the Trustee has only limited rights to visit the premises of the Custodian for the purpose of examining the Trust’s gold

bars and certain related records maintained by the Custodian.

value of the Shares will be adversely affected if any services provided to the Trust by the Sponsor, the Custodian or the Trustee

are suddenly or unexpectedly terminated.

the sudden or unexpected termination, resignation or removal of any service provider to the Trust, it is possible that a comparable

replacement service provider will be available or able to be appointed without material delay.

Any such unavailability or delay

could cause the Trustee to expend assets of the Trust and consequently, the NAV of the Shares, in finding a replacement service

value of the Shares will be adversely affected if the Trust is required to indemnify the Sponsor, the Trustee, or the Custodian

as contemplated in the Trust Agreement and the Custody Agreements.

the Trust Agreement, the Sponsor and the Trustee each have the right to be indemnified from the Trust for any liability or expense

it incurs without gross negligence, bad faith, willful misconduct or willful malfeasance on its part.

the Trustee has only limited rights to visit the premises of the Custodian for the purpose of examining the Trust’s gold bars and

certain related records maintained by the Custodian.

value of the Shares will be adversely affected if any services provided to the Trust by the Sponsor, the Custodian or the Trustee are

suddenly or unexpectedly terminated.

the sudden or unexpected termination, resignation or removal of any service provider to the Trust, it is possible that a comparable replacement

service provider will be available or able to be appointed without material delay.

Any such unavailability or delay could cause the Trustee

to expend assets of the Trust and consequently, the NAV of the Shares, in finding a replacement service provider.

value of the Shares will be adversely affected if the Trust is required to indemnify the Sponsor, the Trustee, or the Custodian as contemplated

in the Trust Agreement and the Custody Agreements.

the Trust Agreement, the Sponsor and the Trustee each have the right to be indemnified from the Trust for any liability or expense it

incurs without gross negligence, bad faith, willful misconduct or willful malfeasance on its part.

Similarly, the Custody Agreements

provide for indemnification of the Custodian by the Trust under certain circumstances.

This means that it may be necessary to

sell assets of the Trust in order to cover losses or liability suffered by the Sponsor, the Trustee or the Custodian.

of that kind would reduce the net asset value of the Trust and the value of the Shares.

service providers engaged by the Trust may not carry adequate insurance to cover claims against them by the Trust, which could

adversely affect the value of net assets of the Trust.

Trustee, the Custodian and other service providers engaged by the Trust maintain such insurance as they deem adequate with respect

to their respective businesses.

Investors cannot be assured that any of the aforementioned parties will maintain any insurance

with respect to the Trust’s assets held or the services that such parties provide to the Trust and, if they maintain insurance,

that such insurance is sufficient to satisfy any losses incurred by them in respect of their relationship with the Trust.

the Trust will have to rely on the efforts of the service provider to recover from their insurer compensation for any losses incurred

by the Trust in connection with such arrangements.

Sponsor and its affiliates manage other funds, including those that invest in physical gold bullion or other precious metals,

and conflicts of interest may occur, which may reduce the value of the net assets of the Trust, the NAV and the trading price

of the Shares.

This means that it may be necessary to sell assets

of the Trust in order to cover losses or liability suffered by the Sponsor, the Trustee or the Custodian.

Any sale of that kind would

reduce the net asset value of the Trust and the value of the Shares.

service providers engaged by the Trust may not carry adequate insurance to cover claims against them by the Trust, which could adversely

affect the value of net assets of the Trust.

Trustee, the Custodian and other service providers engaged by the Trust maintain such insurance as they deem adequate with respect to

their respective businesses.

Investors cannot be assured that any of the aforementioned parties will maintain any insurance with respect

to the Trust’s assets held or the services that such parties provide to the Trust and, if they maintain insurance, that such insurance

is sufficient to satisfy any losses incurred by them in respect of their relationship with the Trust.

Accordingly, the Trust will have

to rely on the efforts of the service provider to recover from their insurer compensation for any losses incurred by the Trust in connection

with such arrangements.

Sponsor and its affiliates manage other funds, including those that invest in physical gold bullion or other precious metals, and conflicts

of interest may occur, which may reduce the value of the net assets of the Trust, the NAV and the trading price of the Shares.

Sponsor or its affiliates and associates currently engage in, and may in the future engage, in the promotion, management or investment

management of other accounts, funds or trusts that invest primarily in physical gold bullion or other precious metals.

officers and professional staff of the Sponsor’s management intend to devote as much time to the Trust as is deemed appropriate

to perform their duties, the Sponsor’s management may allocate their time and services among the Trust and the other accounts,

funds or trusts.

The Sponsor will provide any such services to the Trust on terms not less favorable to the Trust than would be

available from a non-affiliated party.

Although officers

and professional staff of the Sponsor’s management intend to devote as much time to the Trust as is deemed appropriate to perform

their duties, the Sponsor’s management may allocate their time and services among the Trust and the other accounts, funds or trusts.

The Sponsor will provide any such services to the Trust on terms not less favorable to the Trust than would be available from a non-affiliated

Sponsor and the Trustee may agree to amend the Trust Agreement without the consent of the Shareholders.

Sponsor and the Trustee may agree to amend the Trust Agreement, including to increase the Sponsor’s Fee, without Shareholder

If an amendment imposes new fees and charges or increases existing fees or charges, including the Sponsor’s Fee

(except for taxes and other governmental charges, registration fees or other such expenses, or prejudices a substantial right

of Shareholders), it will become effective for outstanding Shares 30 days after notice of such amendment is given to registered

Shareholders that are not registered owners (which most shareholders will not be) may not receive specific notice of a

fee increase other than through an amendment to the prospectus.

Moreover, at the time an amendment becomes effective, by continuing

to hold Shares, Shareholders are deemed to agree to the amendment and to be bound by the Trust Agreement as amended without specific

agreement to such increase (other than through the “negative consent” procedure described above).

Sponsor and the Trustee may agree to amend the Trust Agreement, including to increase the Sponsor’s Fee, without Shareholder consent.

If an amendment imposes new fees and charges or increases existing fees or charges, including the Sponsor’s Fee (except for taxes

and other governmental charges, registration fees or other such expenses, or prejudices a substantial right of Shareholders), it will

become effective for outstanding Shares 30 days after notice of such amendment is given to registered owners.

Shareholders that are not

registered owners (which most shareholders will not be) may not receive specific notice of a fee increase other than through an amendment

to the prospectus.

Moreover, at the time an amendment becomes effective, by continuing to hold Shares, Shareholders are deemed to agree

to the amendment and to be bound by the Trust Agreement as amended without specific agreement to such increase (other than through the

“negative consent” procedure described above).

could incur a tax liability without an associated distribution of the Trust.

the normal course of business it is possible that the Trust could incur a taxable gain in connection with the sale of gold that

is otherwise not associated with a distribution.

In the event that this occurs, Shareholders may be subject to tax due to the

grantor trust status of the Trust even though there is not a corresponding distribution from the Trust.

Trust may be negatively impacted by the effects of the spread of illnesses or other public health emergencies on the global economy

and the markets and service providers relevant to the performance of the Trust.

the normal course of business it is possible that the Trust could incur a taxable gain in connection with the sale of gold that is otherwise

not associated with a distribution.

In the event that this occurs, Shareholders may be subject to tax due to the grantor trust status

of the Trust even though there is not a corresponding distribution from the Trust.

Trust may be negatively impacted by the effects of the spread of illnesses or other public health emergencies on the global economy and

the markets and service providers relevant to the performance of the Trust.

outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019

and has now been spread globally.

This outbreak has resulted in travel restrictions, closed international borders, enhanced

health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged

quarantines, cancellations, supply chain disruptions, and lower consumer demand, layoffs, defaults and other significant economic

impacts, as well as general concern and uncertainty.

The impact of this outbreak has adversely affected the economies of many

nations and the entire global economy and may impact individual issuers and capital markets in ways that cannot necessarily be

Other infectious illness outbreaks that may arise in the future could have similar impacts.

Public health crises caused

by the outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally.

COVID-19 outbreak will have serious negative effects on social, economic and financial systems, including significant uncertainty

and volatility in the financial markets.

For instance, the suspension of operations of mines, refineries and vaults that extract,

produce or store gold, restrictions on travel that delay or prevent the transportation of gold, and an increase in demand for

gold may disrupt supply chains for gold, which could cause secondary market spreads to widen and compromise our ability to make

settlements on time.

Any inability of the Trust to issue or redeem Shares or the Custodian or any sub-custodian to receive or

deliver gold as a result of the outbreak will negatively affect the Trust’s operations.

This outbreak has resulted in travel restrictions, closed international borders, enhanced health screenings

at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations,

supply chain disruptions, and lower consumer demand, layoffs, defaults and other significant economic impacts, as well as general concern

and uncertainty.

The impact of this outbreak has adversely affected the economies of many nations and the entire global economy and may

impact individual issuers and capital markets in ways that cannot necessarily be foreseen.

Other infectious illness outbreaks that may

arise in the future could have similar impacts.

Public health crises caused by the outbreak may exacerbate other pre-existing political,

social and economic risks in certain countries or globally.

COVID-19 outbreak will have serious negative effects on social, economic and financial systems, including significant uncertainty and

volatility in the financial markets.

For instance, the suspension of operations of mines, refineries and vaults that extract, produce

or store gold, restrictions on travel that delay or prevent the transportation of gold, and an increase in demand for gold may disrupt

supply chains for gold, which could cause secondary market spreads to widen and compromise our ability to make settlements on time.

inability of the Trust to issue or redeem Shares or the Custodian or any sub-custodian to receive or deliver gold as a result of the

outbreak will negatively affect the Trust’s operations.

duration of the outbreak and its effects cannot be determined with certainty.

A prolonged outbreak could result in an increase

of the costs of the Trust, affect liquidity in the market for gold as well as the correlation between the price of the Shares

and the net asset value of the Trust, any of which could adversely affect the value of your Shares.

In addition, the outbreak

could also impair the information technology and other operational systems upon which the Trust’s service providers, including

the Sponsor, the Trustee and the Custodian, rely, and could otherwise disrupt the ability of employees of the Trust’s service

providers to perform essential tasks on behalf of the Trust.

Governmental and quasi-governmental authorities and regulators throughout

the world have in the past responded to major economic disruptions with a variety of fiscal and monetary policy changes, including,

but not limited to, direct capital infusions into companies, new monetary programs and lower interest rates.

An unexpected or

quick reversal of these policies, or the ineffectiveness of these policies, is likely to increase volatility in the market for

gold, which could adversely affect the price of the Shares.

the outbreak could interfere with or prevent the determination of the applicable benchmark price, which the Trustee uses to value

the gold held by the Trust and calculate the net asset value of the Trust.

The outbreak could also cause the closure of futures

exchanges, which could eliminate the ability of Authorized Participants to hedge purchases of Baskets, increasing trading costs

of Shares and resulting in a sustained premium or discount in the Shares.

A prolonged outbreak could result in an increase of the

costs of the Trust, affect liquidity in the market for gold as well as the correlation between the price of the Shares and the net asset

value of the Trust, any of which could adversely affect the value of your Shares.

In addition, the outbreak could also impair the information

technology and other operational systems upon which the Trust’s service providers, including the Sponsor, the Trustee and the Custodian,

rely, and could otherwise disrupt the ability of employees of the Trust’s service providers to perform essential tasks on behalf

of the Trust.

Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major

economic disruptions with a variety of fiscal and monetary policy changes, including, but not limited to, direct capital infusions into

companies, new monetary programs and lower interest rates.

An unexpected or quick reversal of these policies, or the ineffectiveness

of these policies, is likely to increase volatility in the market for gold, which could adversely affect the price of the Shares.

the outbreak could interfere with or prevent the determination of the applicable benchmark price, which the Trustee uses to value the

gold held by the Trust and calculate the net asset value of the Trust.

The outbreak could also cause the closure of futures exchanges,

which could eliminate the ability of Authorized Participants to hedge purchases of Baskets, increasing trading costs of Shares and resulting

in a sustained premium or discount in the Shares.

Each of these outcomes would negatively impact the Trust.

3 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