What changed in this filing

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Item 1. Business

2024-03-29 compared with 2023-04-13 · 438 added, 471 removed, 719 unchanged (56% of the section changed)

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October 26, 2015, to effectuate a name change to Van Eck Merk Gold Trust.

The Trust Agreement was further amended on April 28, 2016,

to effectuate a second name change to VanEck Merk Gold Trust.

The Trust Agreement was further amended on April 28, 2016, to

effectuate a second name change to VanEck Merk Gold Trust.

The purpose of the Trust is to own gold transferred to the Trust in exchange

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

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.

The assets of the Trust

are anticipated to consist solely of gold bullion.

On May 6, 2014, the date the Trust was formed, Virtu Financial (the “Initial

Purchaser”) contributed 1,000 Ounces of gold in exchange for 100,000 Shares (or two Baskets).

At contribution, the value of the

gold deposited with the Trust was based on the price of an Ounce of gold of $1,306.25.

The Initial Purchaser is not affiliated with the

Sponsor or the Trustee.

The redeemable per share value of the Shares

increased from $17.45 at January 31, 2022 to $18.65 at January 31, 2023, the Trust’s fiscal year end.

Outstanding Shares in the

Trust increased from 33,599,843 Shares at January 31, 2022 to 35,203,259 Shares outstanding at January 31, 2023.

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.

The assets of the Trust are

anticipated to consist solely of gold bullion.

On May 6, 2014, the date the Trust was formed, Virtu Financial (the “Initial Purchaser”)

contributed 1,000 Ounces of gold in exchange for 100,000 Shares (or two Baskets).

At contribution, the value of the gold deposited with

the Trust was based on the price of an Ounce of gold of $1,306.25.

The Initial Purchaser is not affiliated with the Sponsor or the Trustee.

The redeemable per share value of the Shares increased

from $18.65 at January 31, 2023 to $19.69 at January 31, 2024, the Trust’s fiscal year end.

Outstanding Shares in the Trust increased

from 35,203,259 Shares at January 31, 2023 to 39,626,030 Shares outstanding at January 31, 2024.

The Trust is not managed like a corporation or

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investors with an opportunity to invest in gold through the Shares and be able to take delivery of physical gold in exchange for their

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.

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.

The Trust is not actively managed.

It does not engage in any activities designed to obtain a profit from,

or to compensate investors for losses caused by, changes in the price of gold.

Each Share represents a fractional undivided

beneficial interest in the Trust’s net assets.

The Trust’s assets consist 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%.

The Trust receives gold deposited by Authorized Participants

in exchange for the creation of Baskets and delivers gold to Authorized Participants in exchange for Baskets surrendered to it for redemption.

In connection with the delivery of Shares by a Delivery Applicant as described below, the Sponsor may engage in over-the-counter transactions

with a precious metals dealer to exchange gold for physical gold of different specifications.

Investors may contact their broker-dealer to

purchase and sell Shares.

It does not engage in any activities designed to obtain a profit from, or

to compensate investors for losses caused by, changes in the price of gold.

Each Share represents a fractional undivided beneficial

interest in the Trust’s net assets.

The Trust’s assets consist 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%.

The Trust receives gold deposited by Authorized Participants in exchange for

the creation of Baskets and delivers gold to Authorized Participants in exchange for Baskets surrendered to it for redemption.

In connection

with the delivery of Shares by a Delivery Applicant as described below, the Sponsor may engage in over-the-counter transactions with a

precious metals dealer to exchange gold for physical gold of different specifications.

Investors may contact their broker-dealer to purchase

and sell Shares.

An investor who would like to take delivery of physical gold for its Shares is referred to as a Delivery Applicant:

A Delivery Applicant wishing

to deliver Shares in exchange for physical gold must submit to the Sponsor a delivery application (“Delivery Application”)

and payment for (1) the applicable processing fees, and (2) the applicable delivery fees to cover the cost of preparing and transporting

physical gold from the Custodian or the precious metals dealer from which they were obtained to the location specified by the Delivery

Applicant in the Delivery Application.

The number of Shares to be delivered must (i) correspond to at least one Fine Ounce of gold

and (ii) have a minimum dollar value in an amount that is specified by the Sponsor from time to time on the Trust’s website.

Taking delivery of physical gold is subject to guidelines intended to minimize the amount of cash that will be distributed with physical

A Delivery Applicant wishing to deliver Shares in exchange for physical gold must submit to the Sponsor a delivery application (“Delivery Application”) and payment for (1) the applicable processing fees, and (2) the applicable delivery fees to cover the cost of preparing and transporting physical gold from the Custodian or the precious metals dealer from which they were obtained to the location specified by the Delivery Applicant in the Delivery Application.

The number of Shares to be delivered must (i) correspond to at least one Fine Ounce of gold and (ii) have a minimum dollar value in an amount that is specified by the Sponsor from time to time on the Trust’s website.

Taking delivery of physical gold is subject to guidelines intended to minimize the amount of cash that will be distributed with physical gold.

The Delivery Application is not binding until the Shares are delivered to the Trust.

Upon pre-approval of the

Delivery Application by the Sponsor, a Delivery Applicant shall instruct its broker dealer to submit the Delivery Application and

transfer the Shares to the Trustee;

the submission and transfer by the broker-dealer will be a binding and irrevocable request to

take delivery of physical gold in exchange for Shares based on instructions in the Delivery Application (a “Share Submission”).

Once the Trustee has received

a Delivery Applicant’s Share Submission, a number of Fine Ounces of physical gold not exceeding the Fine Ounces represented

by the Shares surrendered will be delivered to the Delivery Applicant based on instructions in the Delivery Application.

To the extent

a Delivery Application specifies London Bars, physical gold will be delivered by the Custodian;

to the extent the Delivery Application

specifies physical gold other than London Bars, if available, gold held by the Trust will be exchanged with the help of a precious

metals dealer and delivered to the Delivery Applicant.

The Delivery Application process is designed to keep the Fine Ounces represented

by the Share Submission as close as possible to the Fine Ounces of the gold delivered.

Any excess Fine Ounces included in the Share

Submission will be sold by the Custodian and the Trustee will deliver proceeds to DTC with instructions to credit the Delivery Applicant’s

brokerage account.

Upon pre-approval of the Delivery Application by the Sponsor, a Delivery Applicant shall instruct its broker dealer to submit the Delivery Application and transfer the Shares to the Trustee;

the submission and transfer by the broker-dealer will be a binding and irrevocable request to take delivery of physical gold in exchange for Shares based on instructions in the Delivery Application (a “Share Submission”).

Once the Trustee has received a Delivery Applicant’s Share Submission, a number of Fine Ounces of physical gold not exceeding the Fine Ounces represented by the Shares surrendered will be delivered to the Delivery Applicant based on instructions in the Delivery Application.

To the extent a Delivery Application specifies London Bars, physical gold will be delivered by the Custodian;

to the extent the Delivery Application specifies physical gold other than London Bars, if available, gold held by the Trust will be exchanged with the help of a precious metals dealer and delivered to the Delivery Applicant.

The Delivery Application process is designed to keep the Fine Ounces represented by the Share Submission as close as possible to the Fine Ounces of the gold delivered.

Any excess Fine Ounces included in the Share Submission will be sold by the Custodian and the Trustee will deliver proceeds to DTC with instructions to credit the Delivery Applicant’s brokerage account.

The Shares are intended to constitute a cost-efficient

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provide investors with an alternative that allows a level of participation in the gold market through the securities market.

Listed and trade on NYSE

Arca like other exchange-traded securities under the symbol “OUNZ.”

Easily accessible to investors

through traditional brokerage accounts.

Backed by allocated gold

held by the Custodian and no more than 430 Fine Ounces of unallocated gold held with the Custodian.

Different from other financial

products that gain exposure to gold in that other financial products may use derivatives to gain exposure to the price of gold.

Cost efficient because

the expenses involved in an investment in physical gold are dispersed among all investors in the Shares.

Listed and trade on NYSE Arca like other exchange-traded securities under the symbol “OUNZ.”

Easily accessible to investors through traditional brokerage accounts.

Backed by allocated gold held by the Custodian and no more than 430 Fine Ounces of unallocated gold held with the Custodian.

Different from other financial products that gain exposure to gold in that other financial products may use derivatives to gain exposure to the price of gold.

Cost efficient because the expenses involved in an investment in physical gold are dispersed among all investors in the Shares.

Overview of the Gold Industry (unaudited)

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Total annual jewelry demand amounted to 69.7 million Ounces in 2023.

The largest decline was in 2020, down 38.5% or 21.76 million Ounces.

Gold jewelry demand, as a proportion of total gold demand was 60.5%

in 2013 before falling to 46.2%, the average during the period, in 2021.

In 2022, gold jewelry demand, as a proportion of total demand,

decreased by 9.4% from 2021.

largest decline was in 2020, down 38.5% or 21.9 million Ounces.

Gold jewelry demand, as a proportion of total gold demand was 60.5% in

2013 before falling to 48.7% in 2023.

In 2023, gold jewelry demand, as a proportion of total demand, increased by 2.0% from 2022.

Industrial and medical demand

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In 2023, 6.7% of gold demand came from industrial fabrication.

period of 2010 to 2022, over 70% of industrial demand has been derived from electronic component manufacturing, in large part due to

gold’s high electronic conductivity and natural resistance to corrosion.

Gold is also used for industrial decoration, such as gold

plating and coating.

Industrial use of gold is more common in the

developed world, whereas most of the gold fabrication in developing nations is typically for jewelry.

Demand for gold used in electronics

manufacturing fell sharply in 2009, down 11.7% from 2008, likely caused by weak economic conditions, but it rebounded 17.3% in 2010.

From 2010 thereafter, demand for gold used in electronics fell every year between 2010 and 2016, before rising to 8.5 million Ounces

in 2017, 8.6 million Ounces in 2018, fell to 8.4 million Ounces in 2019, fell to 8.0 million Ounces in 2020, rising to 8.7 million Ounces

in 2021, and falling to 8.0 million Ounces in 2022.

From the period

of 2010 to 2023, over 70% of industrial demand has been derived from electronic component manufacturing, in large part due to gold’s

high electronic conductivity and natural resistance to corrosion.

Gold is also used for industrial decoration, such as gold plating and

Industrial use of gold is more common in the developed

world, whereas most of the gold fabrication in developing nations is typically for jewelry.

Demand for gold used in electronics manufacturing

fell sharply in 2009, down 11.7% from 2008, likely caused by weak economic conditions, but it rebounded 17.3% in 2010.

From 2010 thereafter,

demand for gold used in electronics fell every year between 2010 and 2016, before rising to 8.5 million Ounces in 2017, 8.6 million Ounces

in 2018, fell to 8.4 million Ounces in 2019, fell to 8.0 million Ounces in 2020, rising to 8.7 million Ounces in 2021, fell to 8.1 million

Ounces in 2022 and fell to 7.8 million Ounces in 2023.

Additionally, gold has long been used for medical

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gold as part of their reserve assets.

Central banks affect the gold market through buying, selling and lending, as well as swaps and

other derivative activities.

World Gold Council

(also for subsequent industry data, unless otherwise annotated)

Central banks affect the gold market through buying, selling and lending, as well as swaps and other

derivative activities.

World Gold Council (also for subsequent industry data, unless otherwise annotated)

Gold is also favored by the private sector as

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Mine production

The largest portion of gold supply comes from

mine production, including gold produced both from primary deposits and from secondary deposits where the gold is mined as a by-product.

All the recorded gold ever mined in human history amounts to approximately 6.7 billion Ounces, or 208,874 metric tons.

To put this in

perspective, if every single ounce of this gold were placed next to each other, the resulting cube of pure gold would only measure around

22 metres on each side, says World Gold Council.

The largest portion of gold supply comes from mine production, including

gold produced both from primary deposits and from secondary deposits where the gold is mined as a by-product.

All the recorded gold ever

mined in human history amounts to approximately 6.8 billion Ounces, or 212,582 metric tons.

To put this in perspective, if every single

ounce of this gold were placed next to each other, the resulting cube of pure gold would only measure around 22 meters on each side, says

World Gold Council.

Gold is produced from mines on every continent

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At its peak in the early 1970s, South Africa contributed over 70% of world production.

However, over the past four decades,

South African output has been declining while other countries have expanded gold mining considerably.

However, over the past four decades, South

African output has been declining while other countries have expanded gold mining considerably.

Over recent years, gold has been increasingly

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Under this agreement, the annual ceiling for gold sales was reduced to 12.9 million Ounces.

Since the onset of the financial crisis, the

official sector reversed its role as a net seller over the previous nineteen years.

From 2008 to 2013, the official sector was a net

purchaser of 60.0 million Ounces of gold.

Central banks of major developing economies, including the People’s Bank of China, the

Reserve Bank of India and the Russian central bank, have substantially increased gold reserves.

In September 2009, the IMF Executive

Board approved the sale of 13.0 million Ounces, approximately one-eighth of the Fund’s total holdings of gold, to help boost its

lending resources.

Since the onset of the financial crisis, the official

sector reversed its role as a net seller over the previous nineteen years.

From 2008 to 2013, the official sector was a net purchaser

of 60.0 million Ounces of gold.

Central banks of major developing economies, including the People’s Bank of China, the Reserve Bank

of India and the Russian central bank, have substantially increased gold reserves.

In September 2009, the IMF Executive Board approved

the sale of 13.0 million Ounces, approximately one-eighth of the Fund’s total holdings of gold, to help boost its lending resources.

The IMF completed the gold sales program in December 2010.

In 2022, Kazakhstan decreased their gold reserves by 1.5

million Ounces and Turkey increased their gold reserves by 5.5 million Ounces, in 2022.

In 2023, Kazakhstan decreased their gold reserves by 1.8 million Ounces and

Turkey decreased their gold reserves by 1.6 million Ounces, in 2023.

The gold market and price movement

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of global gold trading volume.

It trades on a 24-hour per business day continuous basis and provides a relatively flexible market in

terms of quotes, size, price, destinations for delivery and other factors.

It trades on a 24-hour per business day continuous basis and provides a relatively flexible market in terms

of quotes, size, price, destinations for delivery and other factors.

The standard trade size ranges between 5,000 and 10,000 Ounces.

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members of the LBMA, and the main centers are London, New York and Zurich.

Market participants include jewelry manufacturers, mining

companies, central banks, investors and speculators.

Liquidity in the OTC market varies during the day, with the most liquid time periods

generally occurring in New York business day mornings, when trading hours in European time zones overlap with trading hours in the United

Market participants include jewelry manufacturers, mining companies,

central banks, investors and speculators.

Liquidity in the OTC market varies during the day, with the most liquid time periods generally

occurring in New York business day mornings, when trading hours in European time zones overlap with trading hours in the United States.

The London Bullion Market is the largest wholesale

OTC market for gold and is operated by the LBMA, which acts as the principal point of contact between the market and its regulators.

Gold bars must meet the requirements defined by the LBMA.

bars must meet the requirements defined by the LBMA.

Futures and options exchanges

The major futures and options exchanges include

the New York Commodities Exchange (“COMEX”) (an affiliate of the Chicago Mercantile Exchange, Inc.), the Multi Commodity

Exchange of India (“MCX”), the Tokyo Commodities Exchange (“Tocom”), and the Shanghai Futures Exchange (“SHFE”).

the New York Commodities Exchange (“COMEX”) (an affiliate of the Chicago Mercantile Exchange, Inc.), the Multi Commodity Exchange

of India (“MCX”), the Tokyo Commodities Exchange (“Tocom”), and the Shanghai Futures Exchange (“SHFE”).

Other leading exchanges for gold derivatives trading include NYSE Liffe and Dubai Gold & Commodities Exchange.

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the threat of rising inflation by aggressively raising interest rates is frequently cited as the reason for this price correction.

However, as the Federal

Reserve Bank began to reduce interest rates in response to the subprime mortgage crisis in August 2007, the gold price rallied again.

However, as the Federal Reserve Bank began to reduce interest rates in response to the subprime mortgage crisis in August 2007, the gold price rallied again.

The continued reduction in the Federal Funds rate may have helped drive the price of gold to a fresh high above $1,010 in March 2008.

As the subprime mortgage

problems escalated into a global financial crisis in late 2008 and the Eurozone debt crisis deepened in 2011, the gold price successively

reached new record highs.

As the subprime mortgage problems escalated into a global financial crisis in late 2008 and the Eurozone debt crisis deepened in 2011, the gold price successively reached new record highs.

The gold price reached a historically high level of $1,900.23 on September 5, 2011.

Market concerns surrounding

the implications of monetary policies, political uncertainty, sovereign credit risks and U.S.

dollar weakness may have underpinned

gold demand as a store of value through this period.

Market concerns surrounding the implications of monetary policies, political uncertainty, sovereign credit risks and U.S.

dollar weakness may have underpinned gold demand as a store of value through this period.

In 2023, Gold started off at the year at $1,824.02

The metal reached a high of $2,050.76 per Ounce on March 8, 2022.

The low for 2022 was $1,622.36 on September 26, 2022 and

The metal reached a high of $2,077.49 per Ounce on December 27 2023.

The low for 2023 was $1,811.04 on February 24, 2023 and

ended the year at $2,062.98 per Ounce.

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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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Fine Ounces with the price of gold determined by the Trustee as follows.

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 a 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.

The pricing index the Sponsor uses in relation

to the Shares issued by the Trust intends to change to reference the Solactive Gold Spot Index (the “Solactive Index”) in

lieu of the LBMA PM Gold Price.

The date on which such change becomes effective is referred to herein as the “Index Change Date.”

Following the Index Change Date, in determining

the Trust’s NAV, the Trustee will value the gold held by the trust based on the Solactive Index.

Solactive AG (“Solactive”)

will own, calculate, and disseminate the Solactive Index.

Prior to August 7, 2023 (the “Index Change Date”),

the Trustee valued 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”).

The Trustee also determined the NAV per Share.

Prior to the Index Change Date, 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 valued 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 a independent third-party administrator

(the “LBMA AM Gold Price”).

If no fix was available for the day, the Trustee valued the Trust’s gold based on the most

recently announced LBMA AM Gold Price or LBMA PM Gold Price.

On the Index Change Date, the pricing index the

Sponsor uses in relation to the Shares issued by the Trust changed to reference the Solactive Gold Spot Index (the “Solactive Index”)

in lieu of the LBMA PM Gold Price.

Following the Index Change Date, the Trustee values

the gold held by the trust based on the Solactive Index.

Solactive AG (“Solactive”) owns, calculates, and disseminates the

Solactive Index.

The Solactive Index is a U.S.

Dollar denominated index that aims to provide

a price fixing for the gold spot price quoted as U.S.

Dollars per Troy Ounce (“XAU”) and determined for the close of trading

on the New York Stock Exchange (“NYSE”).

The Solactive Index calculates gold bullion fixing prices by taking Time Weighted

Average Prices (“TWAP”) of XAU trading prices provided via ICE Data Services (“IDS”) data feed.

Dollar denominated index that aims to provide a price fixing for the gold spot price quoted

Dollars per Troy Ounce (“XAU”) and determined for the close of trading on the New York Stock Exchange (“NYSE”).

The Solactive Index calculates gold bullion fixing prices by taking Time Weighted Average Prices (“TWAP”) of XAU trading prices

provided via ICE Data Services (“IDS”) data feed.

Specifically, the Solactive Index uses a TWAP

calculation to determine an average price that is time-weighted, using tick values of actual transactions (“Trade Ticks”)

calculation to determine an average price that is time-weighted, using price values of actual transactions (“Trade Ticks”)

for two specified time periods around the scheduled close of trading on the NYSE (generally, 4:00 PM Eastern Time).

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and (2) the period directly after the fixing (“Time Period 2”), which consists of the six seconds after the close of trading.

The TWAPs for Time Period 1 and Time Period 2 are then aggregated, with 90% weighting given to Time Period 1 and 10% weighting given

to Time Period 2, to calculate the Solactive Index.

The TWAPs for Time Period 1 and Time Period 2 are then aggregated, with 90% weighting given to Time Period 1 and 10% weighting given to

Time Period 2, to calculate the Solactive Index.

The TWAPs for Time Period 1 and Time Period 2 are then added together to establish the

Solactive Index price.

For any calculation day t , the Solactive

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Solactive’s published and publicly available disruption policy.

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

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.

The Trustee’s estimation of accrued but

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The Sponsor and the investors may rely on any

evaluation or determination of any amount made by the Trustee, and except for any determination by the Sponsor as to the price to be

used to evaluate gold, the Sponsor will have no responsibility for the evaluation’s accuracy.

The determinations the Trustee makes

will be made in good faith upon the basis of, and the Trustee will not be liable for any errors contained in, information reasonably

available to it.

The Trustee will not be liable to the Sponsor, Authorized Participants, the investors or any other person for errors

However, the preceding liability exclusion will not protect the Trustee against any liability resulting from bad faith or

gross negligence in the performance of its duties.

The Sponsor will give 60 day notice of the Index Change

Date by issuing a press release and filing an 8-K.

evaluation or determination of any amount made by the Trustee, and except for any determination by the Sponsor as to the price to be used

to evaluate gold, the Sponsor will have no responsibility for the evaluation’s accuracy.

The determinations the Trustee makes will

be made in good faith upon the basis of, and the Trustee will not be liable for any errors contained in, information reasonably available

The Trustee will not be liable to the Sponsor, Authorized Participants, the investors or any other person for errors in judgment.

However, the preceding liability exclusion will not protect the Trustee against any liability resulting from bad faith or gross negligence

in the performance of its duties.

Trust Expenses

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is the remuneration due to the Sponsor of 0.25% of the NAV of the Trust (the “Sponsor’s Fee”).

In exchange for the

Sponsor’s Fee, the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust:

Trustee’s monthly fee and out-of-pocket expenses;

In exchange for the Sponsor’s

Fee, the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust:

the Trustee’s monthly

fee and out-of-pocket expenses;

the Custodian’s fee;

the fees and expenses of Foreside Fund Services, LLC;

expenses reimbursable under the Trust’s Custody Agreement with the Custodian (the “Custody Agreement”);

metals dealer’s fees and expenses reimbursable under its agreement with the Sponsor;

expenses reimbursable

under the Trust’s Custody Agreement with the Custodian (the “Custody Agreement”);

the precious metals dealer’s

fees and expenses reimbursable under its agreement with the Sponsor;

exchange listing fees;

SEC registration fees;

printing and mailing costs;

printing and mailing

maintenance expenses for the Trust’s website;

audit fees and up to $100,000 per annum in legal expenses.

The Sponsor also paid the costs of the Trust’s organization and the initial sale of the Shares, including applicable SEC registration

The Sponsor also

paid the costs of the Trust’s organization and the initial sale of the Shares, including applicable SEC registration fees.

The Sponsor’s Fee will accrue daily based

on the prior business day’s NAV and will be payable in Shares corresponding to the NAV of the Shares at the time of payment on

a monthly basis in arrears.

on the prior business day’s NAV and will be payable in Shares corresponding to the NAV of the Shares at the time of payment on a

monthly basis in arrears.

The fee will be paid by delivering that number of Shares which equals the daily accrual of the Sponsor’s

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receives the exchange fee paid by Delivery Applicants in the exchange process.

Such fees are used to recoup the expenses the Sponsor

bears for over-the-counter transactions.

Such fees are used to recoup the expenses the Sponsor bears

for over-the-counter transactions.

The Sponsor may earn a profit on its fees.

From time to time, the Sponsor may waive all

or a portion of the Sponsor’s Fee at its discretion.

The Sponsor is under no obligation to continue a waiver after the end of a

stated period, and if such waiver is not continued, the Sponsor’s Fee will thereafter be paid in full.

Presently, the Sponsor does

not intend to waive any of its fees.

From time to time, the Sponsor may waive all or

a portion of the Sponsor’s Fee at its discretion.

The Sponsor is under no obligation to continue a waiver after the end of a stated

period, and if such waiver is not continued, the Sponsor’s Fee will thereafter be paid in full.

Presently, the Sponsor does not

intend to waive any of its fees.

Furthermore, the Sponsor may, in its sole discretion,

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expenses which are not usually incurred during the normal course of business, such as litigation expenses, subject to a total of $100,000

Extraordinary expenses of the Trust that are not assumed by the Sponsor may be paid by the Sponsor at its sole discretion

and reimbursed by the Trust in Shares corresponding to the value of gold at the time of reimbursement.

Extraordinary expenses of the Trust that are not assumed by the Sponsor may be paid by the Sponsor at its sole discretion and

reimbursed by the Trust in Shares corresponding to the value of gold at the time of reimbursement.

Otherwise, the Trustee will, when directed by

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it being the intention to avoid or minimize the Trust’s holdings of assets other than gold.

Accordingly, the amount of gold to

be sold will vary from time to time depending on the level of the Trust’s expenses and the market price of gold.

The Custodian

may purchase from the Trust, at the request of the Trustee, gold needed to cover Trust expenses not assumed by the Sponsor at the price

used by the Trustee to determine the value of gold held by the Trust on the date of the sale.

Accordingly, the amount of gold to be

sold will vary from time to time depending on the level of the Trust’s expenses and the market price of gold.

The Custodian may

purchase from the Trust, at the request of the Trustee, gold needed to cover Trust expenses not assumed by the Sponsor at the price used

by the Trustee to determine the value of gold held by the Trust on the date of the sale.

Cash held by the Trustee pending payment of the

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Authorized Participants

The Trust issues and redeems Baskets only to

Authorized Participants.

The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution

by the Trust of the amount of gold represented by the Baskets being created or redeemed, the amount of which will be based on the combined

Fine Ounces represented by the number of Shares included in the Baskets being created or redeemed determined on the day the order to

create or redeem Baskets is properly received.

The Trust issues and redeems Baskets only to Authorized

Participants.

The creation and redemption of Baskets will only be made in exchange for the delivery to the Trust or the distribution by

the Trust of the amount of gold represented by the Baskets being created or redeemed, the amount of which will be based on the combined

Fine Ounces represented by the number of Shares included in the Baskets being created or redeemed determined on the day the order to create

or redeem Baskets is properly received.

Orders to create and redeem Baskets may be placed

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(2) be a participant in the Depository Trust Company (“DTC”);

and (3) must have an

agreement with the Custodian establishing an unallocated account in London or have an existing unallocated account meeting the standards

described in the Trust Agreement.

To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with

the Sponsor and the Trustee (“Authorized Participant Agreement”).

The Authorized Participant Agreement provides the procedures

for the creation and redemption of Baskets and for the delivery of the gold required for such creations and redemptions.

The Authorized

Participant Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent

of any investor or Authorized Participant.

and (3) must have an agreement

with the Custodian establishing an unallocated account in London or have an existing unallocated account meeting the standards described

in the Trust Agreement.

To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Sponsor

and the Trustee (“Authorized Participant Agreement”).

The Authorized Participant Agreement provides the procedures for the

creation and redemption of Baskets and for the delivery of the gold required for such creations and redemptions.

The Authorized Participant

Agreement and the related procedures attached thereto may be amended by the Trustee and the Sponsor, without the consent of any investor

or Authorized Participant.

A transaction fee of $500 will be assessed on all creation and redemption transactions.

Baskets may be created on the same day, provided each Basket meets the requirements described below and that the Custodian is able to

allocate gold to the Trust allocated account (the “Trust Allocated Account”) such that the Trust’s unallocated account

(the “Trust Unallocated Account”) holds no more than 430 Fine Ounces of gold at the close of a business day.

Multiple Baskets may

be created on the same day, provided each Basket meets the requirements described below and that the Custodian is able to allocate gold

to the Trust allocated account (the “Trust Allocated Account”) such that the Trust’s unallocated account (the “Trust

Unallocated Account”) holds no more than 430 Fine Ounces of gold at the close of a business day.

Authorized Participants who make deposits with

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may place an order with the Trustee to create one or more Baskets.

For purposes of processing both purchase and redemption orders, a

“business day” means any day other than a day:

For purposes of processing both purchase and redemption orders, a “business

day” means any day other than a day:

(1) when the NYSE Arca is closed for regular trading;

or (2) if the order

or other transaction requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom or in

some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom or in such other jurisdiction

or when the London gold market is closed or (B) when banks in the United Kingdom or in such other jurisdiction are, or the London gold

market is, not open for a full business day and the order or other transaction requires the execution or completion of procedures which

cannot be executed or completed by the close of the business day.

or (2) if the order or other transaction

requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom or in some other jurisdiction

on a particular day, (A) when banks are authorized to close in the United Kingdom or in such other jurisdiction or when the London gold

market is closed or (B) when banks in the United Kingdom or in such other jurisdiction are, or the London gold market is, not open for

a full business day and the order or other transaction requires the execution or completion of procedures which cannot be executed or

completed by the close of the business day.

Purchase orders must be placed by 3:59:59 PM (New York time).

on which the Trustee receives a valid purchase order is the purchase order date.

The day on which the Trustee

receives a valid purchase order is the purchase order date.

By placing a purchase order, an Authorized Participant

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also must have wired to the Trustee the amount of the non-refundable transaction fee due for the purchase order and an amount equal to

all taxes, governmental charges and fees payable in connection with such deposit, the transfer of gold and the issuance and delivery

all taxes, governmental charges and fees payable in connection with such deposit, the transfer of gold and the issuance and delivery of

Determination of Required Deposits

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Account to the Trust Allocated Account in connection with a particular purchase order or generally, the Trustee will, unless otherwise

instructed by the Sponsor, reject the particular purchase order as well as any other subsequent purchase orders on the same business

Upon receipt of the gold deposit amount, the Custodian, after receiving appropriate instructions from the Authorized Participant

and the Trustee, will use commercially reasonable endeavors to transfer by 2:00 PM (London, England time) on the third business day following

instructed by the Sponsor, reject the particular purchase order as well as any other subsequent purchase orders on the same business day.

Upon receipt of the gold deposit amount, the Custodian, after receiving appropriate instructions from the Authorized Participant and the

Trustee, will use commercially reasonable endeavors to transfer by 2:00 PM (London, England time) on the third business day following

the purchase order date the gold deposit amount in gold to the Trust Unallocated Account, and on the same business day, acting on standing

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Rejection of purchase orders

The Trustee may reject a gold deposit at any

time when the Trustee’s transfer books are closed or if the Sponsor thinks it necessary or advisable for any reason.

Trustee, the Sponsor or the Custodian will be liable for the rejection of any purchase order or gold deposit.

The Trustee may reject a gold deposit at any time

when the Trustee’s transfer books are closed or if the Sponsor thinks it necessary or advisable for any reason.

None of the Trustee,

the Sponsor or the Custodian will be liable for the rejection of any purchase order or gold deposit.

Redemption Procedures—Authorized Participants

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can redeem one or more Baskets mirror the procedures for the creation of Baskets.

On any business day, an Authorized Participant may

place an order with the Trustee to redeem one or more Baskets.

Redemption orders must be placed no later than 3:59:59 PM (New York time)

on each business day the NYSE Arca is open for regular trading.

A redemption order so received is effective on the date it is received

in satisfactory form by the Trustee.

On any business day, an Authorized Participant may place

an order with the Trustee to redeem one or more Baskets.

Redemption orders must be placed no later than 3:59:59 PM (New York time) on

each business day the NYSE Arca is open for regular trading.

A redemption order so received is effective on the date it is received in

satisfactory form by the Trustee.

The redemption procedures allow only Authorized Participants to redeem Baskets.

An investor may

not redeem Baskets other than through an Authorized Participant.

By placing a redemption order, an Authorized

Participant agrees to deliver the Baskets to be redeemed through DTC’s book-entry system to the Trust no later than the third business

day following the effective date of the redemption order.

Prior to the delivery of the redemption distribution for a redemption order,

the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the redemption order.

An investor may not

redeem Baskets other than through an Authorized Participant.

By placing a redemption order, an Authorized Participant

agrees to deliver the Baskets to be redeemed through DTC’s book-entry system to the Trust no later than the third business day following

the effective date of the redemption order.

Prior to the delivery of the redemption distribution for a redemption order, the Authorized

Participant must also have wired to the Trustee the non-refundable transaction fee due for the redemption order.

The redemption distribution from the Trust will

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The Custodian will arrange for the redemption

amount in gold to be transferred from the Trust Allocated Account to the Trust Unallocated Account and, thereafter, to the redeeming

Authorized Participant’s unallocated account.

The Authorized Participant and the Trust each are at risk in respect of gold credited

to their respective unallocated accounts in the event of the Custodian’s insolvency.

See “Risk Factors—The Trust Would

Be An Unsecured Creditor of the Custodian in the Event of Insolvency.”

amount in gold to be transferred from the Trust Allocated Account to the Trust Unallocated Account and, thereafter, to the redeeming Authorized

Participant’s unallocated account.

The Authorized Participant and the Trust each are at risk in respect of gold credited to their

respective unallocated accounts in the event of the Custodian’s insolvency.

See “Risk Factors—The Trust Would Be An

Unsecured Creditor of the Custodian in the Event of Insolvency.”

As with the allocation of gold to the Trust Allocated

Account that occurs upon a purchase order, if in transferring gold from the Trust Allocated Account to the Trust Unallocated Account

in connection with a redemption order there is an excess amount of gold transferred to the Trust Unallocated Account, the excess over

the gold redemption amount will be held in the Trust Unallocated Account.

The Custodian may hold no more than 430 Fine Ounces of gold

(maximum weight corresponding to one London Bar) in the Trust Unallocated Account at the close of each business day.

Account that occurs upon a purchase order, if in transferring gold from the Trust Allocated Account to the Trust Unallocated Account in

connection with a redemption order there is an excess amount of gold transferred to the Trust Unallocated Account, the excess over the

gold redemption amount will be held in the Trust Unallocated Account.

The Custodian may hold no more than 430 Fine Ounces of gold (maximum

weight corresponding to one London Bar) in the Trust Unallocated Account at the close of each business day.

Suspension or rejection of redemption orders

The Trustee may, in its discretion, and will

when directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date or reject a particular redemption

The Trustee may, in its discretion, and will when

directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date or reject a particular redemption

order (1) for any period during which the NYSE Arca is closed other than customary weekend or holiday closings, or trading on the NYSE

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Menlo Park, CA 94025.

The Sponsor has provided

investment advisory services to mutual funds since 2005.

As of December 31, 2022, the Sponsor had approximately $1,022.35 million of

assets under management.

The Sponsor has provided investment

advisory services to mutual funds since 2005.

As of December 31, 2023, the Sponsor had approximately $1,114.08 million of assets under

The Sponsor’s role is discussed below, and it has undertaken the responsibilities set forth below.

The Sponsor’s Role

The Sponsor arranged for the creation of the

Trust, the registration of the Shares for their public offering in the United States and the listing of the Shares on the NYSE Arca.

In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume the following administrative and marketing expenses incurred

by the Trust:

The Sponsor arranged for the creation of the Trust,

the registration of the Shares for their public offering in the United States and the listing of the Shares on the NYSE Arca.

for the Sponsor’s Fee, the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Trust:

the Trustee’s monthly fee and out-of-pocket expenses;

the Custodian’s fee;

the fees and expenses of Foreside

Fund Services, LLC and other marketing expenses;

the fees and expenses of Foreside Fund Services,

LLC and other marketing expenses;

expenses reimbursable under the Custody Agreement;

the precious metals dealer’s

fees and expenses reimbursable under its agreement with the Sponsor;

the precious metals dealer’s fees and expenses

reimbursable under its agreement with the Sponsor;

exchange listing fees;

SEC registration fees;

printing and mailing

maintenance expenses for the Trust’s website;

printing and mailing costs;

expenses for the Trust’s website;

audit fees and up to $100,000 per annum in legal expenses.

The Sponsor is

paid in Shares in lieu of cash.

The Sponsor is paid in Shares in lieu

The Sponsor will not exercise day-to-day oversight

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The Sponsor may remove the Trustee and appoint a successor Trustee if:

(1) the Trustee ceases to meet certain objective requirements (including the requirement that it have capital, surplus and undivided

profits of at least $150 million);

(2) having received written notice of a material breach of its obligations under the Trust Agreement,

the Trustee has not cured the breach within 30 days;

or (3) the Trustee fails to consent to the implementation of an amendment to the

Trust’s initial Internal Control Over Financial Reporting deemed necessary by the Sponsor and, after consultations with the Sponsor,

the Sponsor and the Trustee fail to resolve their differences regarding the proposed amendment.

The Sponsor also has the right to replace

the Trustee during the 90 days following any merger, consolidation or conversion in which the Trustee is not the surviving entity or,

in its discretion, on the fifth anniversary of the creation of the Trust or on any subsequent third anniversary thereafter.

also has the right to direct the Trustee to appoint any new or additional Custodians that the Sponsor selects.

the Trustee ceases to meet certain objective requirements (including the requirement that it have capital, surplus and undivided profits

of at least $150 million);

(2) having received written notice of a material breach of its obligations under the Trust Agreement, the Trustee

has not cured the breach within 30 days;

or (3) the Trustee fails to consent to the implementation of an amendment to the Trust’s

initial Internal Control Over Financial Reporting deemed necessary by the Sponsor and, after consultations with the Sponsor, the Sponsor

and the Trustee fail to resolve their differences regarding the proposed amendment.

The Sponsor also has the right to replace the Trustee

during the 90 days following any merger, consolidation or conversion in which the Trustee is not the surviving entity or, in its discretion,

on the fifth anniversary of the creation of the Trust or on any subsequent third anniversary thereafter.

The Sponsor also has the right

to direct the Trustee to appoint any new or additional Custodians that the Sponsor selects.

(1) will develop a marketing plan

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transactions to exchange London Bars for physical gold of other specifications.

The Sponsor engages in such transactions pursuant to

instructions from a Delivery Applicant who requests 10 Ounce Bars (containing 10 Fine Ounces of gold), 1 Ounce Bars (containing 1 Fine

Ounce of gold) and gold coins in exchange for their Shares.

The Sponsor pays for such conversion but seeks to recover these costs by

charging an exchange fee to Delivery Applicants exchanging Shares for physical gold.

The exchange fee will not exactly reflect the actual

cost of conversion to the Sponsor and may reflect a markup to compensate the Sponsor for the risk the Sponsor is taking on by exchanging

physical gold for physical gold other than London Bars before knowing investor demand for delivery or market conditions at the time investor

demand for delivery changes.

The Sponsor selects the precious metals dealers with whom it seeks to exchange the Trust’s physical

The Sponsor engages in such transactions pursuant to instructions

from a Delivery Applicant who requests 10 Ounce Bars (containing 10 Fine Ounces of gold), 1 Ounce Bars (containing 1 Fine Ounce of gold)

and gold coins in exchange for their Shares.

The Sponsor pays for such conversion but seeks to recover these costs by charging an exchange

fee to Delivery Applicants exchanging Shares for physical gold.

The exchange fee will not exactly reflect the actual cost of conversion

to the Sponsor and may reflect a markup to compensate the Sponsor for the risk the Sponsor is taking on by exchanging physical gold for

physical gold other than London Bars before knowing investor demand for delivery or market conditions at the time investor demand for

delivery changes.

The Sponsor selects the precious metals dealers with whom it seeks to exchange the Trust’s physical gold.

The Bank of New York Mellon, a banking corporation

organized under New York State law with trust powers, serves as the Trustee.

The Trustee has a trust office at 2 Hanson Place, Brooklyn,

New York 11217.

The Trustee is subject to supervision by the New York State Financial Services Department and the Board of Governors

of the Federal Reserve System.

Information regarding creation and redemption Basket composition, NAV of the Trust, transaction fees for

the creation and redemption of Baskets and the names of the parties that have executed an Authorized Participant Agreement may be obtained

The Trustee has a trust office at 240 Greenwich Street, 22W, New York, NY 10286.

The Trustee is subject to supervision by the New York State Financial Services Department and the Board of Governors of

the Federal Reserve System.

Information regarding creation and redemption Basket composition, NAV of the Trust, transaction fees for the

creation and redemption of Baskets and the names of the parties that have executed an Authorized Participant Agreement may be obtained

from the Trustee.

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The Trustee’s Role

The Trustee is generally responsible for the

day-to-day administration of the Trust, including keeping the Trust’s operational records.

The Trustee’s principal responsibilities

(1) valuing the Trust’s gold and calculating the NAV per share of the Trust, (2) supplying inventory information to the

Sponsor for the Trust’s website;

(3) receiving and processing orders from Authorized Participants for the creation and redemption

(4) coordinating the processing of orders from Authorized Participants with the Custodian and DTC, including coordinating

with the Custodian the receipt of unallocated gold transferred to the Trust in connection with each issuance of Baskets;

(5) cooperating

with the Sponsor, the Custodian and the precious metals dealer in connection with the delivery of physical gold to Delivery Applicants

in exchange for their Shares;

The Trustee is generally responsible for the day-to-day

administration of the Trust, including keeping the Trust’s operational records.

The Trustee’s principal responsibilities include:

(1) valuing the Trust’s gold and calculating the NAV per share of the Trust, (2) supplying inventory information to the Sponsor

for the Trust’s website;

(3) receiving and processing orders from Authorized Participants for the creation and redemption of Baskets;

(4) coordinating the processing of orders from Authorized Participants with the Custodian and DTC, including coordinating with the Custodian

the receipt of unallocated gold transferred to the Trust in connection with each issuance of Baskets;

(5) cooperating with the Sponsor,

the Custodian and the precious metals dealer in connection with the delivery of physical gold to Delivery Applicants in exchange for their

(6) issuing and allocating Shares to the Sponsor in lieu of paying the Sponsor’s Fee in cash;

issuing and allocating Shares to the Sponsor to reimburse cash payments owed by the Trust, but undertaken by the Sponsor;

the Trust’s gold pursuant to the Sponsor’s direction or otherwise as needed to pay any extraordinary Trust expenses that

are not assumed by the Sponsor;

(7) issuing and allocating

Shares to the Sponsor to reimburse cash payments owed by the Trust, but undertaken by the Sponsor;

(8) selling the Trust’s gold

pursuant to the Sponsor’s direction or otherwise as needed to pay any extraordinary Trust expenses that are not assumed by the Sponsor;

(9) holding the Trust’s cash and other financial assets, if any;

(10) when appropriate, making

distributions of cash or other property to investors;

and (11) receiving and reviewing reports on the custody of and transactions in

the Trust’s gold from the Custodian and taking such other actions in connection with the custody of gold as the Sponsor instructs.

The Trustee shall, with respect to directing the Custodian, act in accordance with the instructions of the Sponsor.

If the Custodian

resigns, the Trustee shall appoint any replacement Custodian selected by the Sponsor in accordance with the Trust Agreement.

agreement with the Custodian, the Trustee, the Sponsor and the Sponsor’s auditors and inspectors may visit the premises of the

Custodian for the purpose of examining the Trust’s gold and certain related records maintained by the Custodian.

The Trustee intends to regularly communicate

with the Sponsor in connection with the administration of the Trust.

The Trustee does not monitor the performance of the Custodian other

than to review the reports provided by the Custodian pursuant to the Custody Agreement.

The Trustee, along with the Sponsor, will liaise

with the Trust’s legal, accounting and other professional service providers as needed.

The Trustee will assist and support the

Sponsor with the preparation of all periodic reports required to be filed with the SEC on behalf of the Trust.

The Trustee’s monthly

fees and out-of-pocket expenses will be paid by the Sponsor.

(10) when appropriate, making distributions of cash or other property

to investors;

and (11) receiving and reviewing reports on the custody of and transactions in the Trust’s gold from the Custodian

and taking such other actions in connection with the custody of gold as the Sponsor instructs.

The Trustee shall, with respect to directing

the Custodian, act in accordance with the instructions of the Sponsor.

If the Custodian resigns, the Trustee shall appoint any replacement

Custodian selected by the Sponsor in accordance with the Trust Agreement.

Under the agreement with the Custodian, the Trustee, the Sponsor

and the Sponsor’s auditors and inspectors may visit the premises of the Custodian for the purpose of examining the Trust’s

gold and certain related records maintained by the Custodian.

The Trustee intends to regularly communicate with

the Sponsor in connection with the administration of the Trust.

The Trustee does not monitor the performance of the Custodian other than

to review the reports provided by the Custodian pursuant to the Custody Agreement.

The Trustee, along with the Sponsor, will liaise with

the Trust’s legal, accounting and other professional service providers as needed.

The Trustee will assist and support the Sponsor

with the preparation of all periodic reports required to be filed with the SEC on behalf of the Trust.

The Trustee’s monthly fees

and out-of-pocket expenses will be paid by the Sponsor.

Affiliates of the Trustee may from time to time act as Authorized Participants

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by the Federal Reserve Bank of New York and the Federal Deposit Insurance Corporation.

The Custodian’s office is located at 25

Bank Street, Canary Wharf, London E14 SJP.

The Custodian’s office is located at 25 Bank

Street, Canary Wharf, London E14 SJP.

In addition to supervision and examination by the federal banking authorities, London custodian

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The Custodian’s Role

The Custodian is responsible for holding the

Trust’s allocated gold as well as receiving and converting allocated and unallocated gold on behalf of the Trust.

Unless otherwise

agreed between the Trustee (as instructed by the Sponsor) and the Custodian, physical gold must be held by the Custodian at its London

vault premises.

At the end of each business day, the Custodian will hold no more than 430 Fine Ounces of unallocated gold for the Trust,

which corresponds to the maximum Fine Ounce weight of a London Bar.

The Custodian converts the Trust’s gold between allocated and

unallocated gold when:

The Custodian is responsible for holding the Trust’s

allocated gold as well as receiving and converting allocated and unallocated gold on behalf of the Trust.

Unless otherwise agreed between

the Trustee (as instructed by the Sponsor) and the Custodian, physical gold must be held by the Custodian at its London vault premises.

At the end of each business day, the Custodian will hold no more than 430 Fine Ounces of unallocated gold for the Trust, which corresponds

to the maximum Fine Ounce weight of a London Bar.

The Custodian converts the Trust’s gold between allocated and unallocated gold

(1) Authorized Participants engage in creation and redemption transactions with the Trust;

(2) gold is sold to

pay Trust expenses;

or (3) physical gold is converted into unallocated form to facilitate the exchange of Shares by a Delivery Applicant

The Custodian will facilitate the transfer of gold in and out of the Trust through the unallocated gold accounts it may maintain

for each Authorized Participant and the precious metals dealer and through the unallocated gold accounts it will maintain for the Trust.

The Custodian is responsible for allocating specific bars of gold to the Trust Allocated Account.

(2) gold is sold to pay Trust expenses;

or (3) physical gold is converted into unallocated form to facilitate the exchange of Shares by a Delivery Applicant for gold.

The Custodian

will facilitate the transfer of gold in and out of the Trust through the unallocated gold accounts it may maintain for each Authorized

Participant and the precious metals dealer and through the unallocated gold accounts it will maintain for the Trust.

The Custodian is

responsible for allocating specific bars of gold to the Trust Allocated Account.

The Custodian will provide the Trustee with regular

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for their own account, as an agent for their customers and for accounts over which they exercise investment discretion.

on behalf of the Trust, has entered into the Custody Agreement with the Custodian, under which the Custodian maintains the Trust Unallocated

The Trustee, on

behalf of the Trust, has entered into the Custody Agreement with the Custodian, under which the Custodian maintains the Trust Unallocated

Account and the Trust Allocated Account.

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gold, the Trustee will, at the direction of the Sponsor, cause the physical gold to be weighed or assayed.

The Trustee shall have no

liability for any transfer of physical gold or weighing or assaying of delivered physical gold as directed by the Sponsor, and in the

absence of such direction shall have no obligation to effect such a delivery or to cause the delivered physical gold to be weighed, assayed

or otherwise validated.

The Trustee shall have no liability

for any transfer of physical gold or weighing or assaying of delivered physical gold as directed by the Sponsor, and in the absence of

such direction shall have no obligation to effect such a delivery or to cause the delivered physical gold to be weighed, assayed or otherwise

Inspection of Gold

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to the Custodian’s security procedures, and any such audit shall be at the Trust’s expense.

The Sponsor exercised its right to visit the

Custodian’s premises and inspect the Trust’s gold and related records most recently on August 22, 2022.

The Sponsor exercised its right to visit the Custodian’s

premises and inspect the Trust’s gold and related records most recently on August 22, 2022.

During the fiscal year that ended January 31, 2024, Inspectorate International

Limited, a leading commodity inspection and testing company, conducted a physical gold audit of the Trust on February 23, 2022.

rail strikes in the UK, Inspectorate was unable to perform a physical inspection of the Trust’s gold on January 31, 2023.

was able to conduct a physical gold audit of the Trust on February 2, 2023.

Limited, a leading commodity inspection and testing company, conducted a physical gold audit of the Trust on October 16, 2023.

unavailability of time slots at the vault, Inspectorate was unable to perform a physical inspection of the Trust’s gold on January

Inspectorate was able to conduct a physical gold audit of the Trust on February 2, 2024.

Description of the Shares

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of the Trust and have no par value.

The Trust also may issue Shares to compensate and reimburse the Sponsor in Shares rather than in

The Trust also may issue Shares to compensate and reimburse the Sponsor in Shares rather than in cash.

Description of Limited Rights

The Shares do not represent a traditional investment

and you should not view them as similar to “shares” of a corporation operating a business enterprise with management and

a board of directors.

and you should not view them as similar to “shares” of a corporation operating a business enterprise with management and a

board of directors.

As an investor, you will not have the statutory rights normally associated with the ownership of Shares of a corporation,

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Voting Rights

Under the Trust Agreement, except in limited

circumstances, investors do not have voting rights.

However, registered holders of at least 25% of the Shares have the right to require

the Trustee to cure any material breach by it of the Trust Agreement, and registered holders of at least 75% of the Shares have the right

to require the Trustee to terminate the Trust Agreement.

In addition, certain amendments to the Trust Agreement require advance notice

to the investors before the effectiveness of such amendments, but no investor vote or approval is required for any amendment to the Trust

Under the Trust Agreement, except in limited circumstances,

investors do not have voting rights.

However, registered holders of at least 25% of the Shares have the right to require the Trustee to

cure any material breach by it of the Trust Agreement, and registered holders of at least 75% of the Shares have the right to require

the Trustee to terminate the Trust Agreement.

In addition, certain amendments to the Trust Agreement require advance notice to the investors

before the effectiveness of such amendments, but no investor vote or approval is required for any amendment to the Trust Agreement.

Book-Entry Form

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The global certificates will evidence all of the Shares outstanding at any time.

Under the Trust Agreement,

investors may only hold Shares through (1) participants in DTC, such as a bank, broker-dealer or trust company (“DTC Participants”),

Under the Trust Agreement, investors

may only hold Shares through (1) participants in DTC, such as a bank, broker-dealer or trust company (“DTC Participants”),

(2) those who maintain, either directly or indirectly, a custodial relationship with a DTC Participant (“Indirect Participants”),

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exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC.

Because the Shares can only

be held in book-entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and any other financial intermediary

Because the Shares can only be

held in book-entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and any other financial intermediary

through which they hold the Shares to receive the benefits and exercise the rights described in this section.

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United States Federal Income Tax Consequences

This section summarizes the material federal

income tax consequences that generally will apply to the purchase, ownership and disposition of Shares by a “U.S.

(as defined below) and certain federal tax consequences that may apply to the purchase, ownership and disposition of Shares by a “non-U.S.

Investor” (as defined below).

The following discussion represents, insofar as it describes conclusions regarding federal tax law

and subject to the limitations and qualifications described therein, the opinion of K&L Gates LLP, special federal income tax counsel

to the Sponsor.

The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and final and temporary

Treasury regulations promulgated thereunder as in effect on the date of this Report and judicial and administrative interpretations thereof

publicly available at that date;

no assurance can be given that future legislation, regulations, court decisions and/or administrative

pronouncements will not significantly change applicable law and materially affect the conclusions expressed herein, and any such change,

even though made after an investor has invested in the Trust, could be applied retroactively.

This discussion does not purport to be

complete or to deal with all aspects of federal income taxation that may be relevant to an investor in light of its particular circumstances

or to an investor mentioned in the second sentence of the next paragraph.

This section summarizes the material federal income

tax consequences that generally will apply to the purchase, ownership and disposition of Shares by a “U.S.

Investor” (as defined

below) and certain federal tax consequences that may apply to the purchase, ownership and disposition of Shares by a “non-U.S.

(as defined below).

The following discussion represents, insofar as it describes conclusions regarding federal tax law and subject to

the limitations and qualifications described therein, the opinion of K&L Gates LLP, special federal income tax counsel to the Sponsor.

The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and final and temporary Treasury regulations

promulgated thereunder as in effect on the date of this Report and judicial and administrative interpretations thereof publicly available

at that date;

no assurance can be given that future legislation, regulations, court decisions and/or administrative pronouncements will

not significantly change applicable law and materially affect the conclusions expressed herein, and any such change, even though made

after an investor has invested in the Trust, could be applied retroactively.

This discussion does not purport to be complete or to deal

with all aspects of federal income taxation that may be relevant to an investor in light of its particular circumstances or to an investor

mentioned in the second sentence of the next paragraph.

The tax treatment of investors may vary depending

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insurance companies, tax-exempt organizations, brokers and dealers in securities or currencies, certain securities traders, persons holding

Shares as a position in a “hedging,” “straddle,” “conversion” or “constructive sale”

transaction (as those terms are defined in the authorities mentioned above), qualified pension and profit-sharing plans, individual retirement

accounts (“IRAs”), certain other tax-deferred accounts, U.S.

expatriates, persons whose “functional currency”

is not the U.S.

dollar, persons subject to the federal alternative minimum tax, foreign investors (except as specifically provided under

“Income Taxation of Non-U.S.

Shares as a position in a “hedging,” “straddle,” “conversion” or “constructive sale” transaction

(as those terms are defined in the authorities mentioned above), qualified pension and profit-sharing plans, individual retirement accounts

(“IRAs”), certain other tax-deferred accounts, U.S.

expatriates, persons whose “functional currency” is not the

dollar, persons subject to the federal alternative minimum tax, foreign investors (except as specifically provided under “Income

Taxation of Non-U.S.

Investors” and “Estate and Gift Tax Considerations for Non-U.S.

Investors” below)

and other investors with special circumstances - may be subject to special rules not discussed below.

In addition, the following discussion

applies only to investors who will hold Shares as “capital assets” (as defined in section 1221 of the Code).

Investors” below) and other investors

with special circumstances - may be subject to special rules not discussed below.

In addition, the following discussion applies only to

investors who will hold Shares as “capital assets” (as defined in section 1221 of the Code).

The discussion below does not address the

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Investor” is an investor who or that is:

An individual who is treated

as a citizen or resident of the United States for federal tax purposes;

A corporation or partnership

(or other entity treated as such for those purposes) that is created or organized in the United States or under the laws of the United

States or any state thereof or the District of Columbia;

An estate other than an

estate the income of which, from non-U.S.

sources that is not effectively connected with the conduct of a trade or business within

the United States, is not includible in gross income;

A trust if a court within

the United States is able to exercise primary supervision over the administration of the trust and one or more persons described

in any of the three preceding clauses have the authority to control all substantial decisions of the trust;

An eligible trust that

has made a valid election under applicable Treasury regulations to continue to be treated as a domestic trust.

An individual who is treated as a citizen or resident of the United States for federal tax purposes;

A corporation or partnership (or other entity treated as such for those purposes) that is created or organized in the United States or under the laws of the United States or any state thereof or the District of Columbia;

An estate other than an estate the income of which, from non-U.S.

sources that is not effectively connected with the conduct of a trade or business within the United States, is not includible in gross income;

A trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more persons described in any of the three preceding clauses have the authority to control all substantial decisions of the trust;

An eligible trust that has made a valid election under applicable Treasury regulations to continue to be treated as a domestic trust.

An investor that is not a U.S.

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in exchange for a pro rata share of the underlying gold the Trust holds at the time it acquires its Shares will not be a taxable

event to the investor, and the investor’s tax basis in and holding period for that share of the Trust’s gold will be the

same as its tax basis in and holding period for the gold delivered in exchange therefor.

For purposes of this discussion, and unless

stated otherwise, it is assumed that all of an investor’s Shares are acquired on the same date and at the same price per Share.

Investors that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares, should consult their own tax

advisers as to the determination of the tax basis in and holding period for the underlying gold represented by such Shares.

event to the investor, and the investor’s tax basis in and holding period for that share of the Trust’s gold will be the same

as its tax basis in and holding period for the gold delivered in exchange therefor.

For purposes of this discussion, and unless stated

otherwise, it is assumed that all of an investor’s Shares are acquired on the same date and at the same price per Share.

that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares, should consult their own tax advisers

as to the determination of the tax basis in and holding period for the underlying gold represented by such Shares.

If the Trust sells gold, for example to generate

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an investor’s tax basis in its pro rata share of the gold remaining in the Trust will be equal to its tax basis in its share

of the total amount of the gold held in the Trust immediately prior to the sale or exchange less the portion of that basis allocable

to its share of the gold that was sold or exchanged.

On the sale of some or all of its Shares, an

investor will be treated as having sold the part of its pro rata share of the gold held in the Trust at that time that is attributable

to the Shares sold.

Accordingly, the investor generally will recognize gain or loss on the sale in an amount equal to the difference

between (1) the amount realized pursuant to the sale of the Shares and (2) the investor’s tax basis in that attributable part,

as determined in the manner described in the preceding paragraph.

of the total amount of the gold held in the Trust immediately prior to the sale or exchange less the portion of that basis allocable to

its share of the gold that was sold or exchanged.

On the sale of some or all of its Shares, an investor

will be treated as having sold the part of its pro rata share of the gold held in the Trust at that time that is attributable to

the Shares sold.

Accordingly, the investor generally will recognize gain or loss on the sale in an amount equal to the difference between

(1) the amount realized pursuant to the sale of the Shares and (2) the investor’s tax basis in that attributable part, as determined

in the manner described in the preceding paragraph.

If an investor redeems (which term, and its variations,

as used in this section includes a surrender, and its variations, to the Trust by a Delivery Applicant of) some or all of its Shares

in exchange for (i.e., in order to take delivery of) the underlying gold (including American Gold Eagle gold coins, with a minimum fineness

as used in this section includes a surrender, and its variations, to the Trust by a Delivery Applicant of) some or all of its Shares in

exchange for (i.e., in order to take delivery of) the underlying gold (including American Gold Eagle gold coins, with a minimum fineness

of 91.67% (“American Gold Coins”)) represented by the redeemed Shares, the exchange will generally not be a taxable event

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of its Shares for gold delivered by the Trust in different denominations ( e.g.

, LBMA gold in denominations of 350 to 430 Fine

Ounces or 10 Ounce Bars of gold or coins) will not constitute a taxable event, provided that the amount of gold received on the redemption

contains the equivalent metallic content of the gold delivered on the creation, less amounts accrued or sold to pay the Trust’s

expenses and other charges.

, LBMA gold in denominations of 350 to 430 Fine Ounces

or 10 Ounce Bars of gold or coins) will not constitute a taxable event, provided that the amount of gold received on the redemption contains

the equivalent metallic content of the gold delivered on the creation, less amounts accrued or sold to pay the Trust’s expenses

and other charges.

An investor’s tax basis in the gold received on a redemption generally will be the same as the investor’s

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If an investor is entitled to any cash proceeds

on the redemption of some or all of its Shares, the investor will be treated as having sold the portion of its pro rata share

of the gold held in the Trust equal in value to the cash proceeds.

on the redemption of some or all of its Shares, the investor will be treated as having sold the portion of its pro rata share of

the gold held in the Trust equal in value to the cash proceeds.

An investor’s tax basis in its pro rata

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Investors Who Are Individuals

Gains recognized by an individual, estate or

trust (each referred to below as an “individual” unless the context requires otherwise) from the sale of “collectibles,”

Gains recognized by an individual, estate or trust

(each referred to below as an “individual” unless the context requires otherwise) from the sale of “collectibles,”

which term includes gold, held for more than one year are subject to federal income tax at a maximum rate of 28% rather than the lower

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Investors will be required to recognize the full

amount of gain or loss on a sale of gold by the Trust (as discussed above), even though some or all of the sale proceeds are used by

the Trustee to pay Trust expenses.

An investor may deduct its respective pro rata share of each expense incurred by the Trust

to the same extent as if it directly incurred the expense.

Investors who are individuals, however, may be required to treat some or all

of the expenses of the Trust as miscellaneous itemized deductions, the deductibility of which was suspended for taxable years beginning

after December 31, 2017, and before January 1, 2026, by the Tax Cuts and Jobs Act enacted in December 2017.

amount of gain or loss on a sale of gold by the Trust (as discussed above), even though some or all of the sale proceeds are used by the

Trustee to pay Trust expenses.

An investor may deduct its respective pro rata share of each expense incurred by the Trust to the

same extent as if it directly incurred the expense.

Investors who are individuals, however, may be required to treat some or all of the

expenses of the Trust as miscellaneous itemized deductions, the deductibility of which was suspended for taxable years beginning after

December 31, 2017, and before January 1, 2026, by the Tax Cuts and Jobs Act enacted in December 2017.

Investment by U.S.

8 unchanged sentences

are “regulated investment companies” within the meaning of Code section 851 should consult with their tax advisers concerning

(1) the likelihood that an investment in a Share, although it is a “security” within the meaning of the 1940 Act, may be

considered an investment in the underlying gold for purposes of Code section 851(b), and (2) the extent to which an investment in Shares

might nevertheless be consistent with preservation of their qualification under that section.

(1) the likelihood that an investment in a Share, although it is a “security” within the meaning of the 1940 Act, may be considered

an investment in the underlying gold for purposes of Code section 851(b), and (2) the extent to which an investment in Shares might nevertheless

be consistent with preservation of their qualification under that section.

Investment by Certain Retirement Plans

Section 408(m) of the Code provides that the

purchase of a “collectible” as an investment for 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 IRS 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 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.

“ERISA and Related Considerations.”

Section 408(m) of the Code provides that the purchase

of a “collectible” as an investment for 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 IRS 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 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.

See also “ERISA and Related Considerations.”

Income Taxation of Non-U.S.

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to consult their own tax advisers as to the tax consequences, under the laws of any non-U.S.

jurisdiction to which they are subject,

of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, as to whether any value added tax,

jurisdiction to which they are subject, of

their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, as to whether any value added tax,

other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing.

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The Trustee will make information available that

will enable brokers and custodians through which investors hold Shares to prepare and file certain information returns with the IRS,

and will provide certain tax-related information to investors, in connection with the Trust.

will enable brokers and custodians through which investors hold Shares to prepare and file certain information returns with the IRS, and

will provide certain tax-related information to investors, in connection with the Trust.

To the extent required by applicable regulations,

6 unchanged sentences

provided that the required information is furnished to the IRS.

Investor may have to comply with certification procedures

to establish that it is not a U.S.

Investor may have to comply with certification procedures to

establish that it is not a U.S.

Investor, and some non-U.S.

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(2) whether the investment would constitute a direct or indirect non-exempt prohibited transaction with a “party in interest”

or “disqualified person,” (3) the Plan’s funding objectives, and (4) whether under the general fiduciary standards

of investment prudence and diversification such investment is appropriate for the Plan, taking into account the Plan’s overall

investment policy, the composition of its investment portfolio and its need for sufficient liquidity to pay benefits when due.

or “disqualified person,” (3) the Plan’s funding objectives, and (4) whether under the general fiduciary standards of

investment prudence and diversification such investment is appropriate for the Plan, taking into account the Plan’s overall investment

policy, the composition of its investment portfolio and its need for sufficient liquidity to pay benefits when due.

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 1. Business