What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-09-06 compared with 2022-06-06 · 127 added, 91 removed, 171 unchanged (56% 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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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”) Arca under the symbol “OUNZ”.

Valuation of Gold and Computation of Net Asset

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”)

Arca under the symbol “OUNZ”.

Valuation of Gold and Computation of Net Asset Value

On each business day that the NYSE Arca is open

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The NAV of the Trust is the aggregate value of

gold and other assets, if any, of the Trust (other than any amounts credited to the Trust’s reserve account, if any) and cash,

if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities.

gold and other assets, if any, of the Trust (other than any amounts credited to the Trust’s reserve account, if any) and cash, if

any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities.

All gold is valued based on its Fine Ounce content,

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The Trustee values the gold held by the Trust based on the afternoon

session of the twice daily fix of the price of a Fine Ounce of gold which starts at 3:00 PM London, England time and is performed in

London by the ICE Benchmark Administration as an independent third-party administrator (the “LBMA PM Gold Price”).

also determines the NAV per Share.

If on a day when the Trust’s NAV is being calculated the LBMA PM Gold Price for that day is

not available, the Trustee will value the gold held by the Trust based on that day’s morning session of the twice daily fix of

the price of a Fine Ounce of gold, which starts at 10:30 AM London, England time and is performed in London by the ICE Benchmark Administration

as an independent third-party administrator (the “LBMA AM Gold Price”).

If no fix is available for the day, the Trustee will

value the Trust’s gold based on the most recently announced LBMA AM Gold Price or LBMA PM Gold Price.

Prior to March 20, 2015,

the Trustee utilized the daily fix of the price of a Fine Ounce of gold as performed by the five members of the London gold fix, which

has now been replaced by 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

session of the twice daily fix of the price of a Fine Ounce of gold which starts at 3:00 PM London, England time and is performed in London

by the ICE Benchmark Administration as an independent third-party administrator (the “LBMA PM Gold Price”).

The Trustee also

determines the NAV per Share.

If on a day when the Trust’s NAV is being calculated the LBMA PM Gold Price for that day is not available,

the Trustee will value the gold held by the Trust based on that day’s morning session of the twice daily fix of the price of a Fine

Ounce of gold, which starts at 10:30 AM London, England time and is performed in London by the ICE Benchmark Administration as an independent

third-party administrator (the “LBMA AM Gold Price”).

If no fix is available for the day, the Trustee will value the Trust’s

gold based on the most recently announced LBMA AM Gold Price or LBMA PM Gold Price.

Prior to March 20, 2015, the Trustee utilized the

daily fix of the price of a Fine Ounce of gold as performed by the five members of the London gold fix, which has now been replaced by

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.

Material Events

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offered by the Trust are now known as the “VanEck Merk Gold Shares”.

Except for the name change effected pursuant to the

Second Trust Amendment, the Trust Agreement remains in full force and effect on its existing terms.

Except for the name change effected pursuant to the Second

Trust Amendment, the Trust Agreement remains in full force and effect on its existing terms.

Effective July 24, 2020, the Sponsor exercised

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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.

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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the Trust’s activities are consistent with those of an investment company and will therefore apply the guidance in Financial Accounting

Standards Topic 946, including disclosure of the financial support contractually required to be provided by an investment company to

any of its investees.

Standards Topic 946, including disclosure of the financial support contractually required to be provided by an investment company to any

of its investees.

The Sponsor is responsible for, among other things, overseeing the performance of the Trustee and the Trust’s

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of the Trust.

The Three Months Ended April 30, 2022 Compared

to the Three Months Ended April 30, 2021

The Trust’s NAV increased from $586,245,772

on January 31, 2022 to $676,703,604 on April 30, 2022, a 15.43% increase, compared to a 1.15% increase from $442,483,105 on January 31,

2021 to $447,555,111 on April 30, 2021.

The increase in the Trust’s NAV in the quarter ended April 30, 2022 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 33,599,843

Shares on January 31, 2022 to 36,451,520 Shares on April 30, 2022 due to the creation of Shares by Authorized Participants and the creation

of 21,240 Shares in the quarter for Sponsor’s fees, as compared to 15,940 Shares for such purpose in the quarter ended April 30,

The number of outstanding Shares on April 30, 2021 was 26,002,321.

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.

The Three Months Ended July 31, 2022 Compared to the Three Months

Ended July 31, 2021

The Trust’s NAV decreased from $676,703,604

at April 30, 2022 to $623,229,731 at July 31, 2022, a 7.90% decrease, compared to a 12.21% increase from $447,555,111 at April 30, 2021

to $502,216,306 at July 31, 2021.

The decrease in the Trust’s NAV in the quarter ended July 31, 2022 resulted from a decrease in

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

The number of outstanding Shares increased from 36,451,520 Shares

at April 30, 2022 to 36,617,439 Shares at July 31, 2022 due to the creation of Shares by Authorized Participants and the creation of 23,234

Shares in the quarter for Sponsor’s fees, as compared to 17,044 Shares for such purpose in the quarter ended July 31, 2021.

number of outstanding Shares on July 31, 2021 was 28,267,310.

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 NAV.

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increases slightly.

The Trust’s NAV per Share increased 6.36%

during the quarter ended April 30, 2022, starting at $17.45 per Share and ending at $18.56 per Share, compared to a decrease of 5.23%,

from $18.16 to $17.21 during the quarter ended April 30, 2021.

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

per ounce of gold on a percentage basis due to the Sponsor’s fees, which were 21,240 Shares in total for the quarter ended April

30, 2022, compared with 15,940 Shares paid as Sponsor’s fees in the quarter ended April 30, 2021.

The NAV per share of $19.81 on

March 8, 2022 was the highest during the quarter, compared with a low of $17.42 on February 3, 2022.

The change in net assets from operations for

the quarter ended April 30, 2022 was $36,392,542, resulting from the Sponsor’s fees of $(396,568), a net realized gain of $54,381

from gold bullion distributed for redemptions, and a net change in unrealized appreciation on investment in gold bullion of $36,734,729.

In comparison, change in net assets from operations for the quarter ended April 30, 2021 was $(23,829,040), resulting from the Sponsor’s

fees of $(269,000), a net realized gain of $50,040 from gold bullion distributed for redemptions, and a net change in unrealized depreciation

The Trust’s NAV per Share decreased 8.30%

during the quarter ended July 31, 2022, starting at $18.56 per Share and ending at $17.02 per Share, compared to an increase of 3.25%,

from $17.21 to $17.77 during the quarter ended July 31, 2021.

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

ounce of gold on a percentage basis due to the Sponsor’s fees, which were 23,234 Shares in total for the quarter ended July 31,

2022, compared with 17,044 Shares paid as Sponsor’s fees in the quarter ended July 31, 2021.

The NAV per share of $18.56 on May

5, 2022 was the highest during the quarter, compared with a low of $16.51 on July 14, 2022.

The change in net assets from operations for the

quarter ended July 31, 2022 was $(57,298,926), resulting from the Sponsor’s fees of $(406,742), a net realized gain of $1,265,274

from gold bullion distributed for redemptions, and a net change in unrealized depreciation on investment in gold bullion of $(58,157,458).

In comparison, 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.

Other than the Sponsor’s fee, the Trust

had no expenses during the quarter ended April 30, 2022 or the quarter ended April 30, 2021.

For the calendar quarter ended April 30, 2022,

the Marketing Agent earned a fee of $51,086 which was paid by the Sponsor on May 31, 2022;

had no expenses during the quarter ended July 31, 2022 or the quarter ended July 31, 2021.

The Six Months Ended July 31, 2022 Compared to the Six Months Ended

July 31, 2021

The Trust’s NAV increased from $586,245,772

at January 31, 2022 to $623,229,731 at July 31, 2022, a 6.31% increase, compared to a 13.50% increase from $442,483,105 at January 31,

2021 to $502,216,306 at July 31, 2021.

The increase in the Trust’s NAV in the six months ended July 31, 2022 resulted from a decrease

in the value of investments in gold bullion that was offset by the creation of Shares as compared to the prior period.

The number of outstanding

Shares increased from 33,599,843 Shares at January 31, 2022 to 36,617,439 Shares at July 31, 2022 due to the redemption of 1,426,878 Shares

offset by the creation of 4,444,474 Shares which include 44,474 Shares created for Sponsor’s fees in the six months ended July 31,

2022, as compared to 482,046 Shares redeemed, offset by 4,382,984 shares created which include 32,984 Shares created for Sponsor’s

fees in the six months ended July 31, 2021.

The number of outstanding Shares on July 31, 2021 was 28,267,310.

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 NAV.

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 decreased approximately

2.46% during the six months ended July 31, 2022, starting at $17.45 per Share and ending at $17.02 per Share, compared to a decrease of

2.15%, from $18.16 to $17.77 during the six months ended July 31, 2021.

The Trust’s NAV per share decreased slightly more than the

price per ounce of gold on a percentage basis due to the Sponsor’s fees, which were 44,474 Shares in total for the six months ended

July 31, 2022, compared with 32,984 Shares paid as Sponsor’s fees in the six months ended July 31, 2021.

The NAV per share of $19.81

on March 8, 2022 was the highest during the six months ended July 31, 2022, compared with a low of $16.51 on July 14, 2022.

The change in net assets from operations for the

six months ended July 31, 2022 was $(20,906,384), resulting from the Sponsor’s fees of $(803,310) and a net realized and unrealized

loss on investment in gold bullion of $(20,103,074).

In comparison, 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).

Other than the Sponsor’s fee, the Trust

had no expenses during the quarter ended July 31, 2022 or the quarter ended July 31, 2021.

For the calendar quarter ended June 30 2022, the

Marketing Agent earned a fee of $112,310 which was paid by the Sponsor on August 29, 2022;

since the initiation of the Marketing Agent’s

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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.

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

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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.

30, 2022 and April 30, 2021, the Trust did not have any cash balances.

31, 2022 and July 31, 2021, the Trust did not have any cash balances.

Off-Balance Sheet Arrangements

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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.

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

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

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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.

“ERISA and Related Considerations.”

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