What changed in this filing

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Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-23 · 204 added, 225 removed, 309 unchanged (58% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

The duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, with the participation of the Trustee, have evaluated the effectiveness of the Trust’s disclosure controls and procedures, and have concluded that the disclosure controls and procedures of the Trust were effective as of the end of the period covered by this report to provide reasonable assurance that information required to be disclosed in the reports that the Trust files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the duly authorized officers of the Sponsor performing functions equivalent to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had any officers, as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

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 in 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 generally accepted accounting principles in the United States of America.

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 in Exchange Act Rules 13a-15(f) and 15d-15(f).

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.

(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 Sponsor's management, including the principal executive officer and principal financial officer of the Sponsor, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2022. In making its assessment, the Sponsor’s management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its report entitled Internal Control –

Integrated Framework (2013) .

Based on their assessment and those criteria, the Sponsor's management concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2022.

The effectiveness of the Trust’s internal control over financial reporting as of December 31, 2022 has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the financial statements included in this Form 10-K, as stated in their report which is included herein.

The Sponsor’s management, including the principal executive officer and principal financial officer of the Sponsor, assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2023.

In making its assessment, the Sponsor’s management has utilized the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its report entitled Internal Control – Integrated Framework (2013) .

Based on their assessment and those criteria, the Sponsor’s management concluded that the Trust maintained effective internal control over financial reporting as of December 31, 2023.

The effectiveness of the Trust’s internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited and reported on the financial statements included in this Form 10-K, as stated in their report which is included herein.

Changes in Internal Control over Financial Reporting

There were no changes in the Trust’s internal control over financial reporting that occurred during the Trust’s fourth fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Other Information.

6 unchanged sentences

Shannon Ghia is the President and Chief Executive Officer, and Bryan Bowers is the Chief Financial Officer of the Sponsor.

The Sponsor is managed by a Board of Directors composed of Philip Jensen, Peter Landini, Kimun Lee, Shannon Ghia and Bryan Bowers.

The Sponsor is managed by the Board of Directors composed of Philip Jensen, Peter Landini, Kimun Lee, Shannon Ghia and Bryan Bowers.

Shannon Ghia, 47, has served as a Director of the Sponsor since March 2022 and became a principal of the Sponsor on April 18, 2022.

Ghia is a Managing Director of BlackRock and has served as Global Co-Head of ETF Markets since January 1, 2022.

ETF Markets encompasses the Global Markets and Product Engineering teams within EII Markets and Investments (“the Engine”) of BlackRock’s ETF and Index Investing organization.

The Engine teams drive investment integrity and market quality in BlackRock’s ETF and index portfolios.

Global Markets and Product Engineering together strive to safeguard ETF trading, evolve the ETF ecosystem and develop best-in-class products with enduring integrity that promote clients’ financial well‑being.

ETF Markets encompasses the Global Markets and Product Engineering teams within EII Markets and Investments (“the Engine”) of BlackRock’s ETF and Index Investing organization.

The Engine teams drive investment integrity and market quality in BlackRock’s ETF and index portfolios.

From January 1, 2016 to December 31, 2021, Ms.

4 unchanged sentences

She also worked closely with exchanges, ETF service providers and liquidity providers to promote ETF market quality.

Ghia’s service with BlackRock or its affiliates dates to 2002, including her years with Barclays Global Investors.

Ghia earned a BA degree in Business / Economics with an emphasis in Accounting from the University of California, Santa Barbara.

1 unchanged sentence

Since October 4, 2021, Mr.

Bowers has served as a Director of BlackRock and manages the Product Oversight and Governance team within BlackRock’s Global Accounting and Product Services (“GAAPS”) function.

In that capacity, Mr.

2 unchanged sentences

From September 1, 2014 to October 3, 2021, Mr.

Bowers served as a Director on the Global Financial Reporting on the Business Operations & Technology team within BlackRock’s GAAPS function.

From September 6, 2011 to August 31, 2014, Mr.

Bowers served as a Vice President on BlackRock’s Fund Administration team.

Prior to joining BlackRock, Mr.

2 unchanged sentences

degree in accounting from Stockton University.

Philip Jensen , 64, is Chairman of the Sponsor’s audit committee.

Philip Jensen, 65, is Chairman of the Sponsor’s audit committee.

In June 2001, Mr.

1 unchanged sentence

Jensen received his Bachelor of Science from San Francisco State University and practiced as a California Certified Public Accountant through 1992.

Peter Landini, 71 , is a member of the Sponsor’s audit committee.

Peter Landini, 72 , is a member of the Sponsor’s audit committee.

In January 2003, Mr.

2 unchanged sentences

Landini is a certified financial planner.

Kimun Lee, 76, is a member of the Sponsor’s audit committee.

Kimun Lee, 77, is a member of the Sponsor’s audit committee.

Lee is a California-registered investment adviser and has conducted his consulting business under the name Resources Consolidated since January 1980.

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He also completed the executive education program on corporate governance at Stanford Graduate School of Business.

The Sponsor has a code of ethics (the “Code of Ethics”) that applies to its executive officers, including its Chief Executive Officer, President, Chief Financial Officer and Treasurer, who perform certain functions with respect to the Trust that, if the Trust had executive officers would typically be performed by them.

The Code of Ethics is available by writing the Sponsor at 400 Howard Street, San Francisco, CA 94105 or calling the Sponsor at (415) 670-2000.

The Sponsor’s Code of Ethics is intended to be a codification of the business and ethical principles that guide the Sponsor, and to deter wrongdoing, to promote (1) honest and ethical conduct (including the ethical handling of actual or apparent conflicts of interest), (2) full, fair, accurate, timely and understandable disclosure in public reports, documents and communications, (3) compliance with applicable laws and governmental rules and regulations, (4) the prompt internal reporting of violations of the Code of Ethics and (5) accountability for adherence to the Code of Ethics.

Executive Compensation.

The Trust has no employees, officers or directors.

The Trust is managed by the Sponsor and pays the Sponsor the Sponsor’s fee.

For the year ended December 31, 2022, the Trust has incurred Sponsor’s fees of $773,425.

The Trust is managed by the Sponsor and pays the Sponsor the Sponsor’s fee.

For the year ended December 31, 2023, the Trust has incurred Sponsor’s fees of $686,580.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

7 unchanged sentences

Audit and Non-Audit Fees

The table below summarizes the fees for services performed by PricewaterhouseCoopers LLP for the years ended December 31, 2022 and the period from June 15, 2021 (Date of inception) to December 31, 2021.

 61,800

 49,250

The table below summarizes the fees for services performed by PricewaterhouseCoopers LLP for the years ended December 31, 2023 and 2022.

Audit-related fees (a)

All other fees

 61,800

 49,250

Amount represents fees billed for review of the regulatory filings.

9 unchanged sentences

First Amendment to First Amended and Restated Depositary Trust Agreement incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Registrant on October 25, 2022

Standard Terms for Authorized Participant Agreements is incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-1 (File No.

Standard Terms for Authorized Participant Agreements is incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-1 (File No.

333-253614) filed by the Registrant on June 21, 2021

4 unchanged sentences

333-262546) filed by the Registrant on February 4, 2022

Consent of PricewaterhouseCoopers LLP

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

Certification by Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

Certification by Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002

Executive Officer Incentive-Based Compensation Clawback Policy

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.

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Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)

Filed herewith

Form 10-K Summary.

iShares ®

Gold Trust Micro

iShares ® Gold Trust Micro

Financial Statements

1 unchanged sentence

Statements of Assets and Liabilities at December 31, 2023 and 2022

Statements of Operations for the year ended December 31, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Changes in Net Assets for the years ended December 31, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Operations for the years ended December 31, 2023, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Changes in Net Assets for the years ended December 31, 2023, 2022 and and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Statements of Cash Flows for the years ended December 31, 2023, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

2 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Sponsor and Shareholders of iShares  

Gold Trust Micro

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of iShares  

Gold Trust Micro (the “Trust”) as of December 31, 2022 and 2021, and the related statements of operations, changes in net assets, and cash flows for the year ended December 31, 2022 and the period June 15, 2021 (date of inception) through December 31, 2021, including the related notes (collectively referred to as the “financial statements”).

We also have audited the Trust’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Trust as of December 31, 2022 and 2021, and the results of its operations, changes in its net assets, and its cash flows for the year ended December 31, 2022 and the period June 15, 2021 (date of inception) through December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

To the Sponsor and Shareholders of iShares Gold Trust Micro

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of iShares Gold Trust Micro (the “Trust”) as of December 31, 2023 and 2022, and the related statements of operations, changes in net assets and cash flows for each of the two years in the period ended December 31, 2023 and the period June 15, 2021 (date of inception) to December 31, 2021, including the related notes (collectively referred to as the “financial statements”).

We also have audited the Trust’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above 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 and its cash flows for each of the two years in the period ended December 31, 2023 and the period June 15, 2021 (date of inception) to December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinion

The Sponsor’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Trust’s financial statements and on the Trust’s internal control over financial reporting based on our audits.

Basis for Opinions

Our responsibility is to express opinions on the Trust’s financial statements and on the Trust’s internal control over financial reporting 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.

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Definition and Limitations of Internal Control over Financial Reporting

A 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 generally accepted accounting principles.

A trust’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Trust are being made only in accordance with authorizations of the Sponsor’s management and the Sponsor of the Trust;

and (iii) 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.

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the trust are being made only in accordance with authorizations of the Sponsor’s management and the Sponsor of the trust;

and (iii) 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.

6 unchanged sentences

February 16, 2024

We have served as the Trust’s auditor since 2021.

iShares ®

Gold Trust Micro

We have served as the Trust’s auditor since 2021.

iShares ® Gold Trust Micro

Statements of Assets and Liabilities

1 unchanged sentence

Investment in gold bullion, at fair value (a)

$ 1,127,908,719  

$ 872,434,117  

1,127,908,719  

872,434,117  

Sponsor’s fees payable

64,547  

49,995  

$ 1,221,895,792 $ 1,127,908,719

1,221,895,792 1,127,908,719

Sponsor’s fees payable

65,622 64,547

Total Liabilities

64,547  

49,995  

65,622 64,547

Commitments and contingent liabilities (Note 6)

$ 1,127,844,172  

$ 872,384,122  

$ 1,221,830,170 $ 1,127,844,172

Shares issued and outstanding (b)

62,300,000  

47,950,000  

59,350,000 62,300,000

Net asset value per Share (Note 2C)

$ 18.10  

$ 18.19  

$ 20.59 $ 18.10

Cost of investment in gold bullion:

2 unchanged sentences

See notes to financial statements.

iShares ®

Gold Trust Micro

iShares ® Gold Trust Micro

Statements of Operations

For the year ended December 31, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

For the years ended December 31, 2023, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Years Ended December 31,

2021 (Date of

Inception) to

Sponsor’s fees

Sponsor’s fees waiver

Sponsor’s fees

$ 882,775 $ 1,539,270 $ 499,193

Sponsor’s fees waiver

( 196,195 ) ( 765,845 ) ( 266,088 )

Total expenses

686,580 773,425 233,105

Net investment loss

( 686,580 ) ( 773,425 ) ( 233,105 )

Net Realized and Unrealized Gain (Loss)

1 unchanged sentence

Gold bullion sold to pay expenses

40,838 ( 2,481 ) ( 392 )

Gold bullion distributed for the redemption of Shares

29,060,925 9,817,439 101,713

Net realized gain

29,101,763 9,814,958 101,321

Net change in unrealized appreciation/depreciation

109,176,583 ( 6,619,441 ) 13,796,050

Net realized and unrealized gain

138,278,346 3,195,517 13,897,371

Net increase in net assets resulting from operations

137,591,766 2,422,092 13,664,266

Net increase in net assets per Share (a)

$ 2.72 $ 0.04 $ 0.40

Net increase in net assets per Share based on average shares outstanding during the period.

See notes to financial statements.

iShares ®

Gold Trust Micro

iShares ® Gold Trust Micro

Statements of Changes in Net Assets

For the year ended December 31, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

For the years ended December 31, 2023, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Years Ended December 31,

June 15, 2021

2 unchanged sentences

Net Assets, Beginning of Period

$ 1,127,844,172 $ 872,384,122 $ 9,325,500

Net investment loss

( 686,580 ) ( 773,425 ) ( 233,105 )

Net realized gain

29,101,763 9,814,958 101,321

Net change in unrealized appreciation/depreciation

109,176,583 ( 6,619,441 ) 13,796,050

Net increase in net assets resulting from operations

137,591,766 2,422,092 13,664,266

Capital Share Transactions:

Contributions for Shares issued

513,224,828 568,682,673 885,306,489

Distributions for Shares redeemed

( 556,830,596 ) ( 315,644,715 ) ( 35,912,133 )

Net increase in net assets from capital share transactions

Net increase (decrease) in net assets from capital share transactions

( 43,605,768 ) 253,037,958 849,394,356

Increase in net assets

93,985,998 255,460,050 863,058,622

Net Assets, End of Period

2 unchanged sentences

Shares issued

26,200,000 31,300,000 49,450,000

Shares redeemed

Net increase in Shares issued and outstanding

( 29,150,000 ) ( 16,950,000 ) ( 2,000,000 )

Net increase (decrease) in Shares issued and outstanding

( 2,950,000 ) 14,350,000 47,450,000

See notes to financial statements.

iShares ®

Gold Trust Micro

iShares ® Gold Trust Micro

Statements of Cash Flows

For the year ended December 31, 2022, and the period from June 15, 2021 (Date of Inception) to December 31, 2021

For the years ended December 31, 2023, 2022 and the period from June 15, 2021 (Date of Inception) to December 31, 2021

Years Ended December 31,

June 15, 2021

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Proceeds from gold bullion sold to pay expenses

Expenses –

Sponsor’s fees paid

$ 685,505 $ 758,873 $ 183,110

Expenses – Sponsor’s fees paid

( 685,505 ) ( 758,873 ) ( 183,110 )

Net cash provided by operating activities

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Net increase in net assets resulting from operations

$ 137,591,766 $ 2,422,092 $ 13,664,266

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

Net realized (gain) loss

685,505 758,873 183,110

Net realized (gain)

( 29,101,763 ) ( 9,814,958 ) ( 101,321 )

Net change in unrealized appreciation/depreciation

( 109,176,583 ) 6,619,441 ( 13,796,050 )

Change in operating assets and liabilities:

Sponsor’s fees payable

1,075 14,552 49,995

Net cash provided by (used in) operating activities

1 unchanged sentence

Gold bullion contributed for Shares issued

$ 513,224,828 $ 568,682,673 $ 885,306,489

Gold bullion distributed for Shares redeemed

1 unchanged sentence

See notes to financial statements.

iShares ®

Gold Trust Micro

iShares ® Gold Trust Micro

Schedules of Investments

1 unchanged sentence

December 31, 2023

622,347  

$ 1,120,732,110  

$ 1,127,908,719  

Total Investments – 

1,127,908,719  

Less Liabilities –

Net Assets –

$ 1,127,844,172  

592,464 $ 1,105,542,600 $ 1,221,895,792

Total Investments – 100.01 %

1,221,895,792

Less Liabilities – (0.01) %

Net Assets – 100.00 %

$ 1,221,830,170

December 31, 2022

479,334  

$ 858,638,067  

$ 872,434,117  

Total Investments –

872,434,117  

Less Liabilities –

Net Assets –

$ 872,384,122  

622,347 $ 1,120,732,110 $ 1,127,908,719

Total Investments – 100.01 %

1,127,908,719

Less Liabilities – (0.01) %

Net Assets – 100.00 %

$ 1,127,844,172

See notes to financial statements.

iShares ®

Gold Trust Micro

iShares ® Gold Trust Micro

Notes to Financial Statements

December 31, 2023

1 - Organization

The iShares Gold Trust Micro (the “Trust”) was organized on June 15, 2021 as a New York trust.

The trustee is The Bank of New York Mellon (the “Trustee”), which is responsible for the day-to-day administration of the Trust.

The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

The Trust is governed by the provisions of the First Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of January 31, 2022.

The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.

1 - Organization

The Gold Trust Micro (the “Trust”) was organized on June 15, 2021 as a New York trust.

The trustee is The Bank of New York Mellon (the “Trustee”), which is responsible for the day-to-day administration of the Trust.

The Trust’s sponsor is iShares Delaware Trust Sponsor LLC, a Delaware limited liability company (the “Sponsor”).

The Trust is governed by the provisions of the First Amended and Restated Depositary Trust Agreement (the “Trust Agreement”) executed by the Trustee and the Sponsor as of January 31, 2022.

The Trust issues units of beneficial interest (“Shares”) representing fractional undivided beneficial interests in its net assets.

The Trust seeks to reflect generally the performance of the price of gold.

The Trust seeks to reflect such performance before payment of the Trust’s expenses and liabilities.

The Trust is designed to provide a vehicle for investors to make an investment similar to an investment in gold.

The Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance under the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services - Investment Companies, but is not registered, and is not required to be registered, as an investment company under the Investment Company Act of 1940, as amended.

2 - Significant Accounting Policies

2 - Significant Accounting Policies

Basis of Accounting

The following significant accounting policies are consistently followed by the Trust in the preparation of its financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S.

GAAP”).

The preparation of financial statements in conformity with U.S.

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Actual results could differ from those estimates.

JPMorgan Chase Bank N.A., London branch (the “Custodian”), is responsible for the safekeeping of gold bullion owned by the Trust.

Fair value of the gold bullion held by the Trust is based on that day’s London Bullion Market Association (“LBMA”) Gold Price PM.

“LBMA Gold Price PM”

is the price per fine troy ounce of gold, stated in U.S.

dollars, determined by ICE Benchmark Administration (“IBA”) following an electronic auction consisting of one or more 30 - second rounds starting at 3:00 p.m.

JPMorgan Chase Bank N.A., London branch (the “Custodian”), is responsible for the safekeeping of gold bullion owned by the Trust.

Fair value of the gold bullion held by the Trust is based on that day’s London Bullion Market Association (“LBMA”) Gold Price PM.

“LBMA Gold Price PM” is the price per fine troy ounce of gold, stated in U.S.

dollars, determined by ICE Benchmark Administration (“IBA”) following an electronic auction consisting of one or more 30 - second rounds starting at 3:00 p.m.

(London time), on each day that the London gold market is open for business and published shortly thereafter.

If there is no LBMA Gold Price PM on any day, the Trustee is authorized to use the most recently announced price of gold determined in an electronic auction hosted by IBA that begins at 10:30 a.m.

(London time) (“LBMA Gold Price AM”) unless the Trustee, in consultation with the Sponsor, determines that such price is inappropriate as a basis for evaluation.

Gain or loss on sales of gold bullion is calculated on a trade date basis using the average cost method.

The following tables summarize activity in gold bullion for the year ended December 31, 2022 and the period from June 15, 2021 ( Date of Inception) to December 31, 2021:

The following tables summarize activity in gold bullion for the years ended December 31, 2023, 2022 and the period from June 15, 2021 ( Date of Inception) to December 31, 2021:

Year Ended December 31, 2023

Beginning balance

479,334  

$ 858,638,067  

$ 872,434,117  

622,347 $ 1,120,732,110 $ 1,127,908,719 $ —

Gold bullion contributed

312,815  

568,682,673  

261,592 513,224,828 513,224,828 —

Gold bullion distributed

( 169,380 )  

( 305,827,276 )  

( 315,644,715 )  

9,817,439  

( 291,121 ) ( 527,769,671 ) ( 556,830,596 ) 29,060,925

Gold bullion sold to pay expenses

( 422 )  

( 761,354 )  

( 758,873 )  

( 354 ) ( 644,667 ) ( 685,505 ) 40,838

Net realized gain

9,814,958  

— — 29,101,763 —

Net change in unrealized appreciation/depreciation

( 6,619,441 )  

— — 109,176,583 —

Ending balance

622,347  

$ 1,120,732,110  

$ 1,127,908,719  

$ 9,814,958  

592,464 $ 1,105,542,600 $ 1,221,895,792 $ 29,101,763

Year Ended December 31, 2022

Beginning balance

479,334 $ 858,638,067 $ 872,434,117 $ —

Gold bullion contributed

312,815 568,682,673 568,682,673 —

Gold bullion distributed

( 169,380 ) ( 305,827,276 ) ( 315,644,715 ) 9,817,439

Gold bullion sold to pay expenses

( 422 ) ( 761,354 ) ( 758,873 ) ( 2,481 )

Net realized gain

— — 9,814,958 —

Net change in unrealized appreciation/depreciation

— — ( 6,619,441 ) —

Ending balance

622,347 $ 1,120,732,110 $ 1,127,908,719 $ 9,814,958

Period from June 15, 2021 (Date of Inception) to December 31, 2021

Beginning balance

$ 9,325,500  

5,000 $ 9,325,500 $ 9,325,500 $ —

Gold bullion contributed

494,428  

885,306,489  

494,428 885,306,489 885,306,489 —

Gold bullion distributed

( 19,992 )  

( 35,810,420 )  

( 35,912,133 )  

101,713  

( 19,992 ) ( 35,810,420 ) ( 35,912,133 ) 101,713

Gold bullion sold to pay expenses

( 102 )  

( 183,502 )  

( 183,110 )  

( 102 ) ( 183,502 ) ( 183,110 ) ( 392 )

Net realized gain

101,321  

— — 101,321 —

Net change in unrealized appreciation/depreciation

13,796,050  

— — 13,796,050 —

Ending balance

479,334  

$ 858,638,067  

$ 872,434,117  

$ 101,321  

479,334 $ 858,638,067 $ 872,434,117 $ 101,321

Calculation of Net Asset Value

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Individual investors cannot purchase or redeem Shares in direct transactions with the Trust.

The Trust only transacts with registered broker-dealers that are eligible to settle securities transactions through the book-entry facilities of the Depository Trust Company and that have entered into a contractual arrangement with the Trustee and the Sponsor governing, among other matters, the creation and redemption of Shares (such broker-dealers, the “Authorized Participants”).

Holders of Shares of the Trust may redeem their Shares at any time acting through an Authorized Participant and in the prescribed aggregations of 50,000 Shares;

provided , that redemptions of Shares may be suspended during any period while regular trading on NYSE Arca, Inc.

(“NYSE Arca”) is suspended or restricted, or in which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable.

Holders of Shares of the Trust may redeem their Shares at any time acting through an Authorized Participant and in the prescribed aggregations of 50,000 Shares; provided , that redemptions of Shares may be suspended during any period while regular trading on NYSE Arca, Inc.

(“NYSE Arca”) is suspended or restricted, or in which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable.

The per Share amount of gold exchanged for a purchase or redemption represents the per Share amount of gold held by the Trust, after giving effect to its liabilities.

When gold bullion is exchanged in settlement of a redemption, it is considered a sale of gold bullion for accounting purposes.

Share activities for the year ended December 31, 2022 and the period from June 15, 2021 ( Date of Inception) to December 31, 2021:

Share activities for the years ended December 31, 2023, 2022 and the period from June 15, 2021 ( Date of Inception) to December 31, 2021:

Shares issued

31,300,000  

$ 568,682,673  

49,450,000  

$ 885,306,489  

26,200,000 $ 513,224,828 31,300,000 $ 568,682,673 49,450,000 $ 885,306,489

Shares redeemed

( 16,950,000 )  

( 315,644,715 )  

( 2,000,000 )  

( 29,150,000 ) ( 556,830,596 ) ( 16,950,000 ) ( 315,644,715 ) ( 2,000,000 ) ( 35,912,133 )

14,350,000  

$ 253,037,958  

47,450,000  

$ 849,394,356  

Net increase (decrease)

( 2,950,000 ) $ ( 43,605,768 ) 14,350,000 $ 253,037,958 47,450,000 $ 849,394,356

Period from June 15, 2021 ( date of inception) to December 31, 2021.

BlackRock Financial Management, Inc.

(the “Seed Capital Investor”), contributed 5,000 ounces of Gold in exchange for 500,000 shares (the “Seed Creation Baskets”) on June 15, 2021 for the benefit of BlackRock Financial Management, Inc.

At contribution, the value of the gold deposited with the Trust was based on the price of an ounce of gold of $ 1,865.10 .

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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 - Trust Expenses

The Sponsor’s fee is accrued daily at an annualized rate equal to 0.09 % of the net asset value of the Trust, paid monthly in arrears.

The Sponsor may, at its discretion and from time to time, waive all or a portion of the Sponsor’s fee for stated periods of time.

3 - Trust Expenses

The Sponsor’s fee is accrued daily at an annualized rate equal to 0.09 % of the net asset value of the Trust, paid monthly in arrears.

The Sponsor may, at its discretion and from time to time, waive all or a portion of the Sponsor’s fee for stated periods of time.

The Sponsor is under no obligation to waive any portion of its fees and any such waiver shall create no obligation to waive any such fees during any period not covered by the waiver.

The Sponsor has voluntarily agreed to waive a portion of the Sponsor’s fee so that the Sponsor’s fee after the fee waiver will not exceed 0.07 % through June 30, 2027.

Although the Sponsor has no current intention of doing so, because the fee waiver is voluntary, the Sponsor may revert to the 0.09 % fee prior to June 

Should the Sponsor choose to revert to the 0.09 % fee (or an amount higher than 0.07 % but no greater than 0.09 % annualized), prior to June 

2027, it will provide shareholders with at least 30 days’ prior written notice of such change through either a prospectus supplement to its registration statement or through a report furnished on Form 8 -K.

Prior to October 25, 2022, the Sponsor’s fee was accrued daily at an annualized rate equal to 0.15 % of the net asset value of the Trust, paid monthly in arrears.

The Sponsor has voluntarily agreed to waive a portion of the Sponsor’s fee so that the Sponsor’s fee after the fee waiver will not exceed 0.07 % through June 30, 2027.

Although the Sponsor has no current intention of doing so, because the fee waiver is voluntary, the Sponsor may revert to the 0.09 % fee prior to June 30, 2027.

Should the Sponsor choose to revert to the 0.09 % fee (or an amount higher than 0.07 % but no greater than 0.09 % annualized), prior to June 30, 2027, it will provide shareholders with at least 30 days’ prior written notice of such change through either a prospectus supplement to its registration statement or through a report furnished on Form 8 -K.

For the year ended December 31, 2023, the amount waived was $ 196,195 .

4 - Related Parties

4 - Related Parties

The Sponsor and the Trustee are considered to be related parties to the Trust.

The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.

5 - Indemnification

The Trustee’s fee is paid by the Sponsor and is not a separate expense of the Trust.

5 - Indemnification

The Trust Agreement provides that the Trustee shall indemnify the Sponsor, its directors, employees and agents against, and hold each of them harmless from, any loss, liability, cost, expense or judgment (including reasonable fees and expenses of counsel) (i) caused by the negligence or bad faith of the Trustee or (ii) arising out of any information furnished in writing to the Sponsor by the Trustee expressly for use in the registration statement, or any amendment thereto or periodic or other report filed with the SEC relating to the Shares that is not materially altered by the Sponsor.

The Trust Agreement provides that the Sponsor and its shareholders, directors, officers, employees, affiliates (as such term is defined under the Securities Act of 1933, as amended) and subsidiaries shall be indemnified from the Trust and held harmless against any loss, liability or expense incurred without their ( 1 ) negligence, bad faith, willful misconduct or willful malfeasance arising out of or in connection with the performance of their obligations under the Trust Agreement or any actions taken in accordance with the provisions of the Trust Agreement or ( 2 ) reckless disregard of their obligations and duties under the Trust Agreement.

The Trust has agreed that the Custodian will only be responsible for any loss or damage suffered by the Trust as a direct result of the Custodian’s negligence, fraud or willful default in the performance of its duties.

6 - Commitments and Contingent Liabilities

6 - Commitments and Contingent Liabilities

In the normal course of business, the Trust may enter into contracts with service providers that contain general indemnification clauses.

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.

7 - Concentration Risk

Substantially all of the Trust’s assets are holdings of gold bullion, which creates a concentration risk associated with fluctuations in the price of gold.

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.

7 - Concentration Risk

Substantially all of the Trust’s assets are holdings of gold bullion, which creates a concentration risk associated with fluctuations in the price of gold.

Accordingly, a decline in the price of gold will have an adverse effect on the value of the Shares of the Trust.

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global or regional political, economic or financial events and situations;

investors’

expectations with respect to the rate of inflation;

investors’ expectations with respect to the rate of inflation;

interest rates;

2 unchanged sentences

and investor confidence.

8 - Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the year ended December 31, 2022, and the period from June 15, 2021 ( Date of Inception) to December 31, 2021.

8 - Financial Highlights

The following financial highlights relate to investment performance and operations for a Share outstanding for the years ended December 31, 2023, 2022 and the period from June 15, 2021 ( Date of Inception) to December 31, 2021.

Year ended December 31,

June 15, 2021

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Net asset value per Share, beginning of period

$ 18.19  

$ 18.65  

$ 18.10 $ 18.19 $ 18.65

Net investment loss (a)

( 0.01 )  

Net realized and unrealized loss (b)

( 0.08 )  

Net decrease in net assets from operations

( 0.09 )  

( 0.01 ) ( 0.01 ) ( 0.01 )

Net realized and unrealized gain (loss) (b)

2.50 ( 0.08 ) ( 0.45 )

Net increase (decrease) in net assets from operations

2.49 ( 0.09 ) ( 0.46 )

Net asset value per Share, end of period

$ 18.10  

$ 18.19  

$ 20.59 $ 18.10 $ 18.19

Total return, at net asset value (c)

( 0.49 )% 

( 2.47 )% (d)

13.76 % ( 0.49 )% ( 2.47

Ratio to average net assets:

Net investment loss

( 0.07 )% 

( 0.07 )% (e)

( 0.07 )% ( 0.07 )% ( 0.07

Total expenses

0.14 % 

0.09 % 0.14 % 0.15

Total expenses after fees waived

0.07 % 

0.07 % 0.07 % 0.07

Based on average Shares outstanding during the period.

The amounts reported for a Share outstanding may not accord with the change in aggregate gains and losses on investment for the period due to the timing of Trust Share transactions in relation to the fluctuating fair values of the Trust’s underlying investment.

Based on the change in net asset value of a Share during the period.

1 unchanged sentence

Percentage is annualized.

9 - Investment Valuation

9 - Investment Valuation

GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date.

The Trust’s policy is to value its investment at fair value.

Various inputs are used in determining the fair value of assets and liabilities.

Inputs may be based on independent market data (“observable inputs”) or they may be internally developed (“unobservable inputs”).

These inputs are categorized into a disclosure hierarchy consisting of three broad levels for financial reporting purposes.

1 unchanged sentence

The three levels of the fair value hierarchy are as follows:

Level 1 − 

Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 − 

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not considered to be active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means;

Level 3 − 

Unobservable inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.

Unadjusted quoted prices in active markets for identical assets or liabilities;

Unobservable inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of investments.

At December 31, 2023 and December 31, 2022, the value of the gold bullion held by the Trust is categorized as Level 1.

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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 9A. Controls and Procedures