What changed in this filing

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Item 2. Management’s Discussion and Analysis

2021-12-08 compared with 2021-09-09 · 149 added, 159 removed, 135 unchanged (70% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

This information should be read in conjunction

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a commodity trading adviser in connection with issuing shares.

The Trust’s primary objective is to

provide investors with an opportunity to invest in gold through the shares and be able to take delivery of physical gold bullion and

gold coins (“physical gold”) in exchange for those shares.

The Trust’s secondary objective is for the shares to

reflect the performance of the price of gold less the expenses of the Trust’s operations.

Each share represents a fractional

undivided beneficial interest in the Trust’s net assets.

The Trust’s assets consist principally of gold held on the

Trust’s behalf in financial institutions for safekeeping.

Physical gold that the Trust will hold includes London Bars and, for

the limited purposes described herein, other gold bars and coins, without numismatic value, having a minimum fineness (or purity) of

995 parts per 1,000 (99.5%) or, for American Gold Eagle gold coins, with a minimum fineness of 91.67%.

Shares are issued by

the Trust only in blocks of 50,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers

or other securities market participants (“Authorized Participants”).

See “Creation and Redemption of

Shares— Authorized Participants ” in the notes to our financial statements for requirements to qualify as an

Authorized Participant.

Baskets may be redeemed by the Trust in exchange for the amount of gold corresponding to their redemption

The Trust issues and redeems Baskets on an ongoing basis at net asset value to Authorized Participants who have entered into

a contract with the Sponsor and the Trustee.

The Trust’s primary objective is to provide

investors with an opportunity to invest in gold through the shares and be able to take delivery of physical gold bullion and gold coins

(“physical gold”) in exchange for those shares.

The Trust’s secondary objective is for the shares to reflect the performance

of the price of gold less the expenses of the Trust’s operations.

Each share represents a fractional undivided beneficial interest

in the Trust’s net assets.

The Trust’s assets consist principally of gold held on the Trust’s behalf in financial institutions

for safekeeping.

Physical gold that the Trust will hold includes London Bars and, for the limited purposes described herein, other gold

bars and coins, without numismatic value, having a minimum fineness (or purity) of 995 parts per 1,000 (99.5%) or, for American Gold Eagle

gold coins, with a minimum fineness of 91.67%.

Shares are issued by the Trust only in blocks

of 50,000 shares called “Baskets” in exchange for gold from certain registered broker-dealers or other securities market participants

(“Authorized Participants”).

See “Creation and Redemption of Shares— Authorized Participants ” in the

notes to our financial statements for requirements to qualify as an Authorized Participant.

Baskets may be redeemed by the Trust in exchange

for the amount of gold corresponding to their redemption value.

The Trust issues and redeems Baskets on an ongoing basis at net asset

value to Authorized Participants who have entered into a contract with the Sponsor and the Trustee.

Shares of the Trust trade on the New York Stock Exchange (the “NYSE”)

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the ICE Benchmark Administration as an independent third-party administrator.

If the Sponsor determines that such price is inappropriate

to use, it shall identify an alternate basis for evaluation to be employed by the Trustee.

The Sponsor may instruct the Trustee to use

a different publicly available price which the Sponsor determines to fairly represent the commercial value of the Trust’s gold.

If the Sponsor determines that such price is inappropriate to

use, it shall identify an alternate basis for evaluation to be employed by the Trustee.

The Sponsor may instruct the Trustee to use a

different publicly available price which the Sponsor determines to fairly represent the commercial value of the Trust’s gold.

Material Events

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effect on September 5, 2017.

Due to the fact that the aforementioned creation

and redemption procedures are addressed in the Authorized Participant Agreements by among the Authorized Participants, the Trustee and

the Sponsor, the Trustee and the Sponsor exercised their rights to amend each such agreement to address the new T+2 settlement cycle and

executed First Amendments to each of the Authorized Participant Agreements, effective as of September 5, 2017, and provided timely notice

of such amendment to the Authorized Participants.

Except for the foregoing amendments, the Authorized Participant Agreements remain in

full force and effect on their existing terms.

Due to the fact that the aforementioned creation and redemption procedures

are addressed in the Authorized Participant Agreements by among the Authorized Participants, the Trustee and the Sponsor, the Trustee

and the Sponsor exercised their rights to amend each such agreement to address the new T+2 settlement cycle and executed First Amendments

to each of the Authorized Participant Agreements, effective as of September 5, 2017, and provided timely notice of such amendment to the

Authorized Participants.

Except for the foregoing amendments, the Authorized Participant Agreements remain in full force and effect on

their existing terms.

Results from Operations

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of the Trust.

The Three Months Ended July 31, 2021 Compared to the Three Months

Ended July 31, 2020

The Trust’s NAV increased from $447,555,111

at April 30, 2021 to $502,216,306 at July 31, 2021, an 12.21% increase, compared to a 45.6% increase from $253,914,693 at April 30, 2020

to $369,590,556 at July 31, 2020.

The increase in the Trust’s NAV in the quarter ended July 31, 2021 resulted from an increase

in the value of investments in gold bullion as compared to the prior period.

The number of outstanding Shares increased from 26,002,321

Shares at April 30, 2021 to 28,267,310 Shares at July 31, 2021 due to the creation of Shares by Authorized Participants and the creation

of 17,044 Shares in the quarter for Sponsor’s fees, as compared to 15,683 Shares for such purpose in the quarter ended July 31,

The number of outstanding Shares on July 31, 2020 was 19,280,650.

Effective July 24, 2020, the Sponsor’s fees are payable

at an annualized rate of 0.25% of the Trust’s NAV, accrued on a daily basis computed on the prior Business Day’s NAV and

paid monthly in arrears.

Prior to July 24, 2020, the Sponsor’s fees accrued at an annualized rate of 0.40% of the Trust’s

Due to the daily accrual but monthly payment, the number of Sponsor’s fee Shares issued can vary and possibly decrease, even

as the number of Shares outstanding increases slightly.

The Trust’s NAV per Share increased 3.25%

during the quarter ended July 31, 2021, starting at $17.21 per Share and ending at $17.77 per Share, compared to an increase of 15.27%,

from $16.63 to $19.17 during the quarter ended July 31, 2020.

The Trust’s NAV per share increased slightly less than the price per

ounce of gold on a percentage basis due to the Sponsor’s fees, which were 17,044 Shares in total for the quarter ended July 31,

2021, compared with 15,683 Shares paid as Sponsor’s fees in the quarter ended July 31, 2020.

The NAV per share of $18.52 on June

2, 2021 was the highest during the quarter, compared with a low of $17.09 on June 29, 2021.

The change in net assets from operations for the

quarter ended July 31, 2021 was $13,878,877, resulting from the Sponsor’s fees of $(303,240), a net realized gain of $859,881 from

gold bullion distributed for redemptions, and a net change in unrealized appreciation on investment in gold bullion of $13,322,236.

comparison, the change in net assets from operations for the quarter ended July 31, 2020 was $44,480,385, resulting from the Sponsor’s

fees of $(278,138), a net realized gain of $4,601,821 from gold bullion distributed for redemptions, and a net change in unrealized appreciation

on investment in gold bullion of $40,156,702.

The Six Months Ended July 31, 2021 Compared to the Six Months Ended

July 31, 2020

The Three Months Ended October 31, 2021 Compared to the Three Months

Ended October 31, 2020

The Trust’s NAV increased from $502,216,306

at January 31, 2021 to $502,216,306 at July 31, 2021, an 13.50% increase, compared to a 86.21% increase from $198,479,743 at January 31,

2020 to $369,590,556 at July 31, 2020.

The increase in the Trust’s NAV in the six months ended July 31, 2021 resulted from an increase

at July 31, 2021 to $565,682,896 at October 31, 2021, a 12.6% increase, compared to an 12.8 % increase from $369,590,556 at July 31, 2020

to $416,830,640 at October 31, 2020.

The increase in the Trust’s NAV in the quarter ended October 31, 2021 resulted from an increase

in the value of investments in gold bullion as compared to the prior period.

The number of outstanding Shares increased from 28,267,310

Shares at January 31, 2021 to 28,267,310 Shares at July 31, 2021 due to the redemption of 482,046 Shares offset by the creation of 4,382,984

Shares which include 32,984 Shares created for Sponsor’s fees in the six months ended July 31, 2021, as compared to 1,366,390 Shares

redeemed, offset by 7,829,095 shares created which include 29,095 Shares created for Sponsor’s fees in the six months ended July

The number of outstanding Shares on July 31, 2020 was 19,280,650.

Shares at July 31, 2021 to 32,878,894 Shares at October 31, 2021 due to the creation of Shares by Authorized Participants and the creation

of 19,092 Shares in the quarter for Sponsor’s fees, as compared to 13,601 Shares for such purpose in the quarter ended October 31,

The number of outstanding Shares on October 31, 2020 was 22,719,117.

Effective July 24, 2020, the Sponsor’s fees are payable

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the number of Shares outstanding increases slightly.

The Trust’s NAV per Share decreased approximately

2.15% during the six months ended July 31, 2020, starting at $18.16 per Share and ending at $17.77 per Share, compared to an increase

of 23.84%, from $15.48 to $19.17 during the six months ended July 31, 2020.

The Trust’s NAV per share decreased slightly less than

the price per ounce of gold on a percentage basis due to the Sponsor’s fees, which were 32,984 Shares in total for the six months

ended July 31, 2021, compared with 29,095 Shares paid as Sponsor’s fees in the six months ended July 31, 2020.

The NAV per share

of $18.52 on June 2, 2021 was the highest during the six months ended July 31, 2020, compared with a low of $16.40 on March 30, 2021.

The Trust’s NAV per Share decreased 3.2%

during the quarter ended October 31, 2021, starting at $17.77 per Share and ending at $17.21 per Share, compared to a decrease of 4.3%,

from $19.17 to $18.35 during the quarter ended October 31, 2020.

The Trust’s NAV per share decreased slightly less than the price

per ounce of gold on a percentage basis due to the Sponsor’s fees, which were 19,092 Shares in total for the quarter ended October

31, 2021, compared with 13,601 Shares paid as Sponsor’s fees in the quarter ended October 31, 2020.

The NAV per share of $17.80

on August 4, 2021 was the highest during the quarter, compared with a low of $16.77 on August 10, 2021.

The change in net assets from operations for the

six months ended July 31, 2021 was $(9,950,163), resulting from the Sponsor’s fees of $(572,240) and a net realized and unrealized

loss on investment in gold bullion of $(9,377,923).

In comparison, the change in net assets from operations for the six months ended July

31, 2020 was $60,780,280, resulting from the Sponsor’s fees of $(493,232) and a net realized and unrealized gain on investment in

gold bullion of $61,273,512.

quarter ended October 31, 2021 was $(15,768,959), resulting from the Sponsor’s fees of $(329,573), a net realized gain from gold

bullion distributed for redemptions was $11,912, offset by a net change in unrealized depreciation on investment in gold bullion of $(15,451,298).

In comparison, the change in net assets from operations for the quarter ended October 31, 2020 was $(17,754,861), resulting from the Sponsor’s

fees of $(252,814), a net realized gain from gold bullion distributed for redemptions was $993,857, offset by a net change in unrealized

depreciation on investment in gold bullion of $(18,495,904).

Other than the Sponsor’s fee, the Trust

had no expenses during the quarter ended July 31, 2021 or the quarter ended July 31, 2020.

For the calendar quarter ended June 30 2021, the

Marketing Agent earned a fee of $61,285 which was paid by the Sponsor on August 20, 2021;

since the initiation of the Marketing Agent’s

efforts on behalf of the Trust on October 22, 2015, a total of $275,783 in Fees has been paid, representing 0.53% of the maximum fee

potentially payable to the Marketing Agent pursuant to the Marketing Agent Agreement.

Effective July 24, 2020, the Sponsor and the

Marketing Agent amended the fee structure under the Marketing Agent Agreement, however the financial obligations created thereunder remain

the obligations of the Sponsor of the Trust, any fees payable thereunder remain payable from the Sponsor’s fee and the cap on the

fees payable to the Marketing Agent remains unchanged.

Liquidity and Capital Resources

The Trust is not aware of any trends, demands,

commitments, events or uncertainties that are reasonably likely to result in material changes to its liquidity needs.

In exchange for

the Sponsor’s fee, the Sponsor has agreed to assume most of the expenses incurred by the Trust.

As a result, the only ordinary expense

of the Trust during the period covered by this report was the Sponsor’s fee.

The Trustee will, at the direction of the Sponsor

or in its own discretion, sell the Trust’s gold as necessary to pay the Trust’s expenses not otherwise assumed by the Sponsor.

The Trustee will not sell gold to pay the Sponsor’s fee but will pay the Sponsor’s fee in Shares in lieu of cash.

31, 2021 and July 31, 2020, the Trust did not have any cash balances.

Off-Balance Sheet Arrangements

The Trust has no off-balance sheet arrangements.

Critical Accounting Policies

The unaudited financial statements and accompanying

notes are prepared in accordance with accounting principles generally accepted in the United States of America.

The preparation of these

unaudited financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations.

These estimates and assumptions affect the Trust’s application of accounting policies.

In addition, please refer to Note 2 to the

unaudited financial statements for further discussion of accounting policies.

Effective May 6, 2014, the Trust has adopted the

provisions of Financial Accounting Standards Topic 946, Investment Companies, and follows specialized accounting.

Investment by Certain Retirement Plans

Section 408(m) of the Internal Revenue Code, as

amended (the “Code”), provides that the purchase of a “collectible” as an investment for an individual retirement

account (an “IRA”), or for a participant-directed account maintained under any plan that is tax-qualified under Code section

401(a) (“Tax-Qualified Account”), is treated as a taxable distribution from the account to the owner of the IRA, or to the

participant for whom the Tax-Qualified Account is maintained, of an amount equal to the cost to the account of acquiring the collectible.

The Trust, through the Sponsor, has received a private letter ruling from the Internal Revenue Service that provides that (1) the

acquisition of Shares by an IRA or a Tax-Qualified Account will not constitute the acquisition of a collectible and (2) an IRA or such

an account’s owning Shares will not be treated as having made a distribution to the IRA owner or plan participant under Code section

408(m) solely by virtue of owning those Shares.

If a redemption of Shares results in the delivery of gold to an IRA or Tax-Qualified Account,

however, that exchange would constitute the acquisition of a collectible to the extent provided under that section.

What changed 10-Q

Item 2. Management’s Discussion and Analysis