What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-03-29 compared with 2023-04-13 · 333 added, 379 removed, 507 unchanged (58% of the section changed)

Before making an investment decision, you

should consider carefully the risks described below, as well as the other information included in this Report.

Before making an investment decision, you should

consider carefully the risks described below, as well as the other information included in this Report.

RISKS RELATED TO GOLD

1 unchanged sentence

to the Price of Gold

The value of your Shares fluctuates based

upon the price of the gold held by the Trust.

Fluctuations in the price of gold could materially adversely affect your investment in

The value of your Shares fluctuates based upon

the price of the gold held by the Trust.

Fluctuations in the price of gold could materially adversely affect your investment in the Shares.

This creates the potential for losses, regardless of the period of time that you hold the Shares.

The Shares are intended to track the performance

of the price of gold.

The value of the Shares relates directly to the value of the gold owned by the Trust.

Therefore, the value of the

Shares will fluctuate with the price of gold.

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

This exposes your

investment in Shares to potential losses.

Several factors may affect the price of gold and, as a result, the value of the Shares, including

the following:

The Shares are

intended to track the performance of the price of gold.

The value of the Shares relates directly to the value of the gold owned by the

Therefore, the value of the Shares will fluctuate with the price of gold.

The price of gold has fluctuated widely over the past

several years.

This exposes your investment in Shares to potential losses.

Several factors may affect the price of gold and, as a result,

the value of the Shares, including the following:

Global supply and demand,

2 unchanged sentences

production projects;

● Global or regional political, economic or financial events and

situations, especially those unexpected in nature;

or regional political, economic or financial events and situations, especially those unexpected

Investors’ expectations

1 unchanged sentence

Currency exchange rate

● Investment and trading activities of hedge funds and commodity

and trading activities of hedge funds and commodity funds;

Interest rate volatility;

1 unchanged sentence

such as income growth, economic output, and monetary policies.

The Shares have experienced significant price

fluctuations.

If gold markets continue to be subject to sharp fluctuations, this may result in potential losses if you need to sell your

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

Even if you are able to hold Shares for the

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

prices, in addition to sharp fluctuations.

Investors should be advised that there is no

assurance that gold will maintain its long-term value in terms of U.S.

Shares have experienced significant price fluctuations.

If gold markets continue to be subject to sharp fluctuations, this may result

in potential lo sses if you need to sell your Shares at a time when the price of gold is lower than it was when you made your investment.

Even if you are able to hold Shares for the long-term, you may never experience a profit, since gold markets have historically experienced

extended periods of flat or declining prices, in addition to sharp fluctuations.

Investors should be advised that there is no assurance

that gold will maintain its long-term value in terms of U.S.

dollar value in the future.

In the event that the price of gold

declines, the Sponsor expects the value of an investment in the Shares to decline proportionately.

In the event that the price of gold declines,

the Sponsor expects the value of an investment in the Shares to decline proportionately.

There is No Guarantee that the High Trading

4 unchanged sentences

will be sustained, there could be significant decreases in the value of net assets and the NAV of the Trust.

Prices in the international gold market have

reached historically high levels in recent years.

The price of physical gold going forward and, in turn, the future value of net assets

of the Trust, may be dependent upon factors that include global gold supply and demand, investors’ inflation expectations, exchange

rate volatility and interest rate volatility.

An adverse development with regard to one or more of these, or other factors may lead to

a decrease in gold bullion currency trading prices.

A decline in prices of gold would decrease the value of net assets and the NAV of

Prices in the international gold market have reached

historically high levels in recent years.

The price of physical gold going forward and, in turn, the future value of net assets of the

Trust, may be dependent upon factors that include global gold supply and demand, investors’ inflation expectations, exchange rate

volatility and interest rate volatility.

An adverse development with regard to one or more of these, or other factors may lead to a decrease

in gold bullion currency trading prices.

A decline in prices of gold would decrease the value of net assets and the NAV of the Trust.

Physical Gold Allocated to the Trust May

1 unchanged sentence

Physical gold allocated to the Trust in connection

with the creation of a Basket may not meet the standards of a London Bar and, if a Basket is issued against such gold, the Trust may

suffer a loss.

with the creation of a Basket may not meet the standards of a London Bar and, if a Basket is issued against such gold, the Trust may suffer

Neither the Trustee nor the Custodian independently

confirms the fineness of the gold allocated to the Trust in connection with the creation of a Basket.

The physical gold allocated to

the Trust by the Custodian may be different from the reported fineness or weight required by the LBMA’s standards for gold bars

delivered in settlement of a gold trade (i.e., London Bars), the standards required by the Trust.

If the Trustee nevertheless issues

a Basket against such gold, and if the Custodian fails to credit the Trust the amount of any deficiency, the Trust may suffer a loss.

The physical gold allocated to the

Trust by the Custodian may be different from the reported fineness or weight required by the LBMA’s standards for gold bars delivered

in settlement of a gold trade (i.e., London Bars), the standards required by the Trust.

If the Trustee nevertheless issues a Basket against

such gold, and if the Custodian fails to credit the Trust the amount of any deficiency, the Trust may suffer a loss.

Value of Gold in Trust Is Limited to the

1 unchanged sentence

Because gold in the Trust is valued at the

price of gold independent of location and type of gold, the value of gold in the Trust is limited to the price of gold multiplied by

the Fine Ounce content of the gold.

price of gold independent of location and type of gold, the value of gold in the Trust is limited to the price of gold multiplied by the

Fine Ounce content of the gold.

Gold in the Trust is valued at the price of gold

9 unchanged sentences

Similarly, when investors exchange their Shares

for physical gold other than London Bars, the Shares also are valued at the price of gold for purposes of calculating their Share in

for physical gold other than London Bars, the Shares also are valued at the price of gold for purposes of calculating their Share in the

The Sponsor may recover this conversion cost as part of the Exchange Fee.

Discrepancies in the Calculation of the

LBMA PM Gold Price Could Impact the Value of the Trust’s Gold

The Trustee values the gold held by the Trust

based on the LBMA PM Gold Price.

Potential discrepancies in the calculation of the LBMA PM Gold Price, as well as any future changes

to the LBMA PM Gold Price, could impact the value of the gold held by the Trust and could have an adverse effect on the value of an investment

in the Shares.

The Trustee values the gold held by the Trust

based on LBMA PM Gold Price, which is 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 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 LBMA AM Gold Price, and 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.

The Trust may elect to change its benchmark pricing index in the future, which adds uncertainty to the accuracy of the

benchmark and the net asset value of the Trust and the value of an investment in the Shares could be adversely impacted.

Additionally,

due to the new pricing index, there is little to no trading data.

It is possible that electronic failures or other unanticipated events

may occur that could result in delays.

Any such disruptions may also result in an incorrect valuation of the Trust’s gold and an

inaccurate computation of the Sponsor’s fee, among other potential effects.

The Solactive Index is New, and Therefore,

1 unchanged sentence

Effective as of the Index Change Date, the

Trustee will value the gold held by the Trust based on the Solactive Index.

Trustee values the gold held by the Trust based on the Solactive Index.

Potential disruptions and limited data could impact the value

of the gold held by the Trust and could have an adverse effect on the value of an investment in the Shares.

Effective as of the Index Change Date, the Trustee

will value the gold held by the Trust based on the Solactive Index, which is described under “Business – Valuation of Gold

and Computation of Net Asset Value”.

The Trustee will also use the Solactive Index to determine the NAV per Share.

Index Change Date, the Trustee will continue to value the gold held by the Trust based on the LBMA PM Gold Price, also as described under

“Business – Valuation of Gold and Computation of Net Asset Value.”

As of the Index Change Date, the Trustee values

the gold held by the Trust based on the Solactive Index, which is described under “Business – Valuation of Gold and Computation

of Net Asset Value”.

The Trustee also uses the Solactive Index to determine the NAV per Share.

In the event that the Solactive Index does not

5 unchanged sentences

the Solactive Index on any given date.

Further, any actual or perceived disruptions that result in the perception that the Solactive

Index is vulnerable to actual or attempted manipulation could adversely affect the behavior of investors and traders, which may have

an effect on the price of gold should the Solactive Index be broadly adopted.

Any such disruptions in the determination of the Solactive

Index may also result in an incorrect valuation of the Trust’s gold and an inaccurate computation of the Sponsor’s fee, among

other potential effects.

Further, any actual or perceived disruptions that result in the perception that the Solactive Index

is vulnerable to actual or attempted manipulation could adversely affect the behavior of investors and traders, which may have an effect

on the price of gold should the Solactive Index be broadly adopted.

Any such disruptions in the determination of the Solactive Index may

also result in an incorrect valuation of the Trust’s gold and an inaccurate computation of the Sponsor’s fee, among other

potential effects.

Governmental Actions May Affect the Price

4 unchanged sentences

Governmental decisions, such as the executive order issued by the President of the United States in 1933 requiring

all persons in the United States to deliver gold to the Federal Reserve or the abandonment of the gold standard by the United States

in 1971, have been viewed as having significant impact on the supply and demand of gold and the price of gold.

all persons in the United States to deliver gold to the Federal Reserve or the abandonment of the gold standard by the United States in

1971, have been viewed as having significant impact on the supply and demand of gold and the price of gold.

Future governmental decisions

may have an impact on the price of gold, and may result in a significant decrease or increase in the value of the net assets and the

NAV of the Trust.

An Investment in the Trust may be More

Volatile than an Investment in a Diversified Portfolio

may have an impact on the price of gold, and may result in a significant decrease or increase in the value of the net assets and the NAV

of the Trust.

An Investment in the Trust may be More Volatile

than an Investment in a Diversified Portfolio

Because the Trust invests only in gold, an

1 unchanged sentence

The Trust invests only in gold.

the Trust’s holding are not diversified.

Accordingly, the Trust’s NAV may be more volatile than another investment vehicle

with a more broadly diversified portfolio and may fluctuate substantially over time.

As a result, the

Trust’s holding are not diversified.

Accordingly, the Trust’s NAV may be more volatile than another investment vehicle with

a more broadly diversified portfolio and may fluctuate substantially over time.

The price of gold can be volatile.

in the price of gold are expected to have a direct impact on the value of the Shares.

Loss of or Damage to the Trust’s

Gold owned by the Trust may be subject to

loss, damage, theft or restriction on access.

Fluctuations in the

price of gold are expected to have a direct impact on the value of the Shares.

Loss of or Damage to the Trust’s Gold

Gold owned by the Trust may be subject to loss,

damage, theft or restriction on access.

There is a risk that part or all of the Trust’s

13 unchanged sentences

or other responsible third parties ( e.g.

, a thief or terrorist), any of which may not have the financial resources (including

liability insurance coverage) to satisfy a valid claim of the Trust.

Moreover, losses due to nuclear accidents, terrorism, riots, acts

of God, insurrections, strikes and similar causes beyond the control of the Custodian and for which the Custodian would not be liable

may be sustained by the Trust.

Any loss of gold owned by the Trust will result in a corresponding loss in the NAV, and it is reasonable

to expect that such loss will also result in a decrease in the value at which the Shares are traded on NYSE Arca.

, a thief or terrorist), any of which may not have the financial resources (including liability

insurance coverage) to satisfy a valid claim of the Trust.

Moreover, losses due to nuclear accidents, terrorism, riots, acts of God, insurrections,

strikes and similar causes beyond the control of the Custodian and for which the Custodian would not be liable may be sustained by the

Any loss of gold owned by the Trust will result in a corresponding loss in the NAV, and it is reasonable to expect that such loss

will also result in a decrease in the value at which the Shares are traded on NYSE Arca.

Recovery for Damage to the Trust’s

17 unchanged sentences

multi-lateral institutions buy, sell and hold gold as part of their reserve assets.

This market sector holds a significant amount of

gold, some of which is static, meaning that it is held in vaults and is not bought, sold, leased or swapped or otherwise available in

the open market.

Several central banks and multi-lateral institutions have sold portions of their gold reserves in recent years, with

the result being that this sector, taken as a whole, has been a net supplier of gold to the open market.

In the event that future economic,

political or social conditions or pressures require members of this sector to liquidate their gold assets all at once or in an uncoordinated

manner, the demand for gold may not be sufficient to accommodate the sudden increase in the supply of gold to the market.

Consequently,

the price of gold may decline which may adversely affect an investment in the Shares.

This market sector holds a significant amount of gold,

some of which is static, meaning that it is held in vaults and is not bought, sold, leased or swapped or otherwise available in the open

Several central banks and multi-lateral institutions have sold portions of their gold reserves in recent years, with the result

being that this sector, taken as a whole, has been a net supplier of gold to the open market.

In the event that future economic, political

or social conditions or pressures require members of this sector to liquidate their gold assets all at once or in an uncoordinated manner,

the demand for gold may not be sufficient to accommodate the sudden increase in the supply of gold to the market.

Consequently, the price

of gold may decline which may adversely affect an investment in the Shares.

The Shares May Trade at a Discount or a

9 unchanged sentences

The amount of the discount or premium

in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between the NYSE Arca and major

gold markets.

While the Shares will trade on the NYSE Arca until 4:00 PM (New York time), liquidity in the market for gold may be reduced

after the close of the major world gold markets, including London.

in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between the NYSE Arca and major gold

While the Shares will trade on the NYSE Arca until 4:00 PM (New York time), liquidity in the market for gold may be reduced after

the close of the major world gold markets, including London.

As a result, during this time, trading spreads and the resulting discount

10 unchanged sentences

for the Shares does not develop or continue, the market prices and liquidity of the Shares may be adversely affected.

If you need to

sell your Shares at a time when no active market for them exists, the absence of an active market will most likely adversely affect the

price you receive for your Shares (assuming you are able to sell them).

If you need to sell

your Shares at a time when no active market for them exists, the absence of an active market will most likely adversely affect the price

you receive for your Shares (assuming you are able to sell them).

The Trust is Not Actively Managed

The Trust does not actively trade gold to

take advantage of short-term market fluctuations in the price of gold.

An investment in the Trust will yield long-term gains only if

the value of gold increases over time.

The Trust does not actively trade gold to take

advantage of short-term market fluctuations in the price of gold.

An investment in the Trust will yield long-term gains only if the value

of gold increases over time.

The Trust does not actively manage the gold it

This means that the Trust does not sell gold at times when its price is high or acquire gold at low prices in the expectation

of future price increases.

It also means that the Trust does not make use of any of the hedging techniques available to professional

gold investors to attempt to reduce the risks of losses resulting from price decreases.

Any losses sustained by the Trust will adversely

affect the value of your Shares.

This means that the Trust does not sell gold at times when its price is high or acquire gold at low prices in the expectation of

future price increases.

It also means that the Trust does not make use of any of the hedging techniques available to professional gold

investors to attempt to reduce the risks of losses resulting from price decreases.

Any losses sustained by the Trust will adversely affect

the value of your Shares.

The Trust May Suspend Redemptions of Baskets

5 unchanged sentences

the secondary market.

Although Shares are redeemable by Authorized

Participants in exchange for the underlying amount of gold, redemptions by Authorized Participants may be suspended during any period

while regular trading on NYSE Arca is suspended or restricted, or in which an emergency exists that makes it reasonably impracticable

to deliver, dispose of, or evaluate gold.

If any of these events occurs at the time of a redemption by an Authorized Participant, and

the price of gold decreases before the redemption occurs, an Authorized Participant will sustain a loss with respect to the amount that

it would have been able to obtain in exchange for the gold received from the Trust upon the redemption of its Shares, had the redemption

taken place when it was originally intended to occur.

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

periods of suspension, decreasing the number of potential buyers of Shares in the secondary market and the price an investor may receive

Although Shares are redeemable by Authorized Participants

in exchange for the underlying amount of gold, redemptions by Authorized Participants may be suspended during any period while regular

trading on NYSE Arca is suspended or restricted, or in which an emergency exists that makes it reasonably impracticable to deliver, dispose

of, or evaluate gold.

If any of these events occurs at the time of a redemption by an Authorized Participant, and the price of gold decreases

before the redemption occurs, an Authorized Participant will sustain a loss with respect to the amount that it would have been able to

obtain in exchange for the gold received from the Trust upon the redemption of its Shares, had the redemption taken place when it was

originally intended to occur.

As a consequence, Authorized Participants may reduce their trading in Shares during periods of suspension,

decreasing the number of potential buyers of Shares in the secondary market and the price an investor may receive upon sale.

The Trust May Suspend or Reject the Surrender

16 unchanged sentences

The delivery of physical gold shall

be suspended in the event the Sponsor resigns or is otherwise unable or unwilling to perform its obligations relating to the process

of Delivery Applicants taking delivery of physical gold.

If any of these events occurs at the time that a Delivery Application has been

received, and the price of gold decreases before the Delivery Application is processed, a Delivery Applicant will sustain a loss with

respect to the amount of physical gold that it would have been able to obtain from the Trust in connection with the surrender of the

Delivery Applicant’s Shares had the surrender taken place when it was originally intended to occur.

In addition, there may be a

reduction in the trading of Shares during periods of suspension, decreasing the number of potential buyers of Shares in the secondary

market and the price an investor may receive upon sale.

be suspended in the event the Sponsor resigns or is otherwise unable or unwilling to perform its obligations relating to the process of

Delivery Applicants taking delivery of physical gold.

If any of these events occurs at the time that a Delivery Application has been received,

and the price of gold decreases before the Delivery Application is processed, a Delivery Applicant will sustain a loss with respect to

the amount of physical gold that it would have been able to obtain from the Trust in connection with the surrender of the Delivery Applicant’s

Shares had the surrender taken place when it was originally intended to occur.

In addition, there may be a reduction in the trading of

Shares during periods of suspension, decreasing the number of potential buyers of Shares in the secondary market and the price an investor

may receive upon sale.

The Withdrawal of an Authorized Participant

12 unchanged sentences

gold, direct investments in gold and investment vehicles similar to the Trust.

Market and financial conditions, and other conditions

beyond the Sponsor’s control, may make it more attractive to invest in other financial vehicles or to invest in gold directly,

which could limit the market for and reduce the liquidity of the Shares.

Market and financial conditions, and other conditions beyond

the Sponsor’s control, may make it more attractive to invest in other financial vehicles or to invest in gold directly, which could

limit the market for and reduce the liquidity of the Shares.

Other Investment Vehicles May Cause a Decline

19 unchanged sentences

a decline in the prices of gold and a corresponding decline in the price of Shares, including:

A significant increase

in gold hedging activity by gold producers.

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

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

A significant change in

the attitude of speculators and investors toward gold.

Should the speculative community take a negative view toward gold, it could

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

A widening of interest

rate differentials between the cost of money and the cost of gold could negatively affect the price of gold which, in turn, could

negatively affect the price of the Shares.

A combination of rising

money interest rates and a continuation of the current low cost of borrowing gold could improve the economics of selling gold forward.

This could result in an increase in hedging by gold mining companies and short selling by speculative interests, which would negatively

affect the price of gold.

A significant increase in gold hedging activity by gold producers.

Should there be an increase in the level of hedge activity of gold producing companies, it could cause a decline in world gold prices, adversely affecting the price of the Shares.

A significant change in the attitude of speculators and investors toward gold.

Should the speculative community take a negative view toward gold, it could cause a decline in world gold prices, negatively impacting the price of the Shares.

A widening of interest rate differentials between the cost of money and the cost of gold could negatively affect the price of gold which, in turn, could negatively affect the price of the Shares.

A combination of rising money interest rates and a continuation of the current low cost of borrowing gold could improve the economics of selling gold forward.

This could result in an increase in hedging by gold mining companies and short selling by speculative interests, which would negatively affect the price of gold.

Under such circumstances, the price of the Shares would be similarly affected.

3 unchanged sentences

will decrease when the Sponsor’s Fee is paid in Shares and when the Trustee sells the Trust’s gold to pay Trust expenses.

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

will lose money on your investment in Shares.

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

lose money on your investment in Shares.

Although the Sponsor has agreed to assume all

1 unchanged sentence

by the Sponsor.

For example, most taxes and other governmental charges that may be imposed on the Trust’s property will not be

paid by the Sponsor.

For example, most taxes and other governmental charges that may be imposed on the Trust’s property will not be paid

by the Sponsor.

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

13 unchanged sentences

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

the Share’s original price, the price of gold would have to increase.

Without that increase, the lesser amount of gold represented

by the Share will have a correspondingly lower price.

To retain the

Share’s original price, the price of gold would have to increase.

Without that increase, the lesser amount of gold represented by

the Share will have a correspondingly lower price.

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

2 unchanged sentences

fees or expenses in excess of the amount the Sponsor has agreed to bear and the Shares trade at the same price as the Trust’s NAV,

the price of the gold represented by your Shares would need to increase by the amount of the Sponsor’s Fee between the date of

your purchase and one year later so that your Shares would have the same value on both dates, not including any transaction costs you

may incur to purchase your Shares.

the price of the gold represented by your Shares would need to increase by the amount of the Sponsor’s Fee between the date of your

purchase and one year later so that your Shares would have the same value on both dates, not including any transaction costs you may incur

to purchase your Shares.

The Sponsor’s Fee is currently 0.25% of the NAV of the Trust.

The value of your investment also

may decline if the price of the Shares is negatively affected by the Sponsor’s sale in the open market of the Shares that the Sponsor

has received from the Trust as payment of the Sponsor’s Fee.

The value of your investment also may decline

if the price of the Shares is negatively affected by the Sponsor’s sale in the open market of the Shares that the Sponsor has received

from the Trust as payment of the Sponsor’s Fee.

Operational Problems May Cause a Decline

12 unchanged sentences

of at least 75% of the Shares have the right to require the Trustee to terminate the Trust Agreement.

This power may be exercised by

a relatively small number of holders of Shares.

Upon any such exercise, investors who would have elected to continue to invest in gold

through ownership of Shares will be compelled to find another vehicle for such investment and may not be able to identify another vehicle

that offers the same features as the Trust.

This power may be exercised by a

relatively small number of holders of Shares.

Upon any such exercise, investors who would have elected to continue to invest in gold through

ownership of Shares will be compelled to find another vehicle for such investment and may not be able to identify another vehicle that

offers the same features as the Trust.

A Share Submission is Irrevocable

21 unchanged sentences

May Take Considerable Time

The Custodian or a precious metals dealer

will deliver physical gold to Delivery Applicants in exchange for their Shares.

A delay in the delivery of physical gold to Delivery

Applicants could result in losses if the price of gold declines.

The Custodian or a precious metals dealer will

deliver physical gold to Delivery Applicants in exchange for their Shares.

A delay in the delivery of physical gold to Delivery Applicants

could result in losses if the price of gold declines.

The Custodian or a precious metals dealer will

arrange for the delivery of physical gold to Delivery Applicants in exchange for their Shares.

2 unchanged sentences

Applicant or, if the Delivery Applicant requests physical gold other than London Bars, the Sponsor will enter into an over-the-counter

transaction on the business day following the Share Submission Day with a precious metals dealer to exchange physical gold the Trust

holds for physical gold specified by the Delivery Applicant.

transaction on the business day following the Share Submission Day with a precious metals dealer to exchange physical gold the Trust holds

for physical gold specified by the Delivery Applicant.

Because delivery time depends on many factors, including the types of physical

14 unchanged sentences

Result in a Decline in the Price of Shares

If the process of creation and redemption

of Baskets encounters any unanticipated difficulties, the possibility for arbitrage transactions intended to keep the price of the Shares

If the process of creation and redemption of

Baskets encounters any unanticipated difficulties, the possibility for arbitrage transactions intended to keep the price of the Shares

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

6 unchanged sentences

and the price of the Shares may fluctuate independently of the price of gold and may fall.

A Delivery Applicant Bears the Risk of

Loss in Connection with the Delivery of Physical Gold

A Delivery Applicant Bears the Risk of Loss

in Connection with the Delivery of Physical Gold

A Delivery Applicant that suffers loss of,

15 unchanged sentences

Delivery Applicant will have five business days, or such shorter or longer period as may be specified in the Delivery Application from

time to time, following the receipt of the physical gold to notify the Sponsor in writing of any complaints or objections concerning

the shipment, delivery or receipt of the physical gold.

In the absence of any such objection or complaint, the Delivery Applicant will

be deemed to have accepted receipt of the physical gold in full satisfaction of the physical gold due the Delivery Applicant and to have

time to time, following the receipt of the physical gold to notify the Sponsor in writing of any complaints or objections concerning the

shipment, delivery or receipt of the physical gold.

In the absence of any such objection or complaint, the Delivery Applicant will be

deemed to have accepted receipt of the physical gold in full satisfaction of the physical gold due the Delivery Applicant and to have

waived any and all claims the Delivery Applicant may have concerning the physical gold received by the Delivery Applicant.

12 unchanged sentences

gold under a Transaction and Shipping Agreement between the Sponsor and the precious metals dealer.

In addition, the Trust may enter

into exchange transactions with only one or a limited number of precious metals dealers, which may increase the Trust’s exposure

to counterparty risk.

Further, there is a risk that no suitable precious metals dealers will be willing to enter into, or continue to

enter into, transactions with the Trust, and as a result, the Trust may not be able to exchange London Bars for physical gold of different

specifications.

In addition, the Trust may enter into

exchange transactions with only one or a limited number of precious metals dealers, which may increase the Trust’s exposure to counterparty

Further, there is a risk that no suitable precious metals dealers will be willing to enter into, or continue to enter into, transactions

with the Trust, and as a result, the Trust may not be able to exchange London Bars for physical gold of different specifications.

Default of a Precious Metals Dealer

16 unchanged sentences

During those times, the Trust will have no proprietary rights to any specific bars of gold held by the precious metals dealer,

may not have possession of the physical gold held on its behalf by the precious metals dealer and will be an unsecured creditor of a

precious metals dealer.

In the event the precious metals dealer becomes insolvent or a claim of misconduct is made against the precious

metals dealer, the precious metals dealer’s assets might not be adequate to satisfy a claim by the Trust.

may not have possession of the physical gold held on its behalf by the precious metals dealer and will be an unsecured creditor of a precious

metals dealer.

In the event the precious metals dealer becomes insolvent or a claim of misconduct is made against the precious metals

dealer, the precious metals dealer’s assets might not be adequate to satisfy a claim by the Trust.

A Failure by a Precious Metals Dealer to

11 unchanged sentences

and Shipping Agreement, the precious metals dealer is responsible to the Trust for any deficiency in the amount or quality of physical

Although the Transaction and Shipping Agreement requires the precious metals dealer to maintain insurance to protect the Trust

in the event of a loss associated with physical gold, the Trust has no input regarding the amount, validity or adequacy of such insurance.

Any failure by the precious metals dealer to exercise due care with respect to the exchange and delivery of physical gold may not be

detectable or controllable by the Sponsor or the Trustee and, assuming the Delivery Applicant seeks recourse against the Trust, could

result in a loss to the Trust.

Although the Transaction and Shipping Agreement requires the precious metals dealer to maintain insurance to protect the Trust in

the event of a loss associated with physical gold, the Trust has no input regarding the amount, validity or adequacy of such insurance.

Any failure by the precious metals dealer to exercise due care with respect to the exchange and delivery of physical gold may not be detectable

or controllable by the Sponsor or the Trustee and, assuming the Delivery Applicant seeks recourse against the Trust, could result in a

loss to the Trust.

The Trust’s Ability to Recover Losses

6 unchanged sentences

limited under the Transaction and Shipping Agreement.

Under the Transaction and Shipping Agreement, the precious metals dealer shall

exercise the same degree of care and diligence in safeguarding the Trust’s gold as any reasonably prudent person acting as a custodian

would exercise in the same circumstances and is liable for losses associated with the failure of physical gold to be in the amount and

of the quality specified by the Sponsor in an over-the-counter transaction and for physical loss or destruction of gold that results

from fraud, theft, negligence or otherwise and regardless of culpability of the precious metals dealer.

However, any such liability is

limited to the market value of physical gold held by the precious metals dealer at the time such negligence, fraud or willful default

is discovered and is subject to the precious metals dealer honoring its contractual obligations.

Under the Transaction and Shipping Agreement, the precious metals dealer shall exercise

the same degree of care and diligence in safeguarding the Trust’s gold as any reasonably prudent person acting as a custodian would

exercise in the same circumstances and is liable for losses associated with the failure of physical gold to be in the amount and of the

quality specified by the Sponsor in an over-the-counter transaction and for physical loss or destruction of gold that results from fraud,

theft, negligence or otherwise and regardless of culpability of the precious metals dealer.

However, any such liability is limited to

the market value of physical gold held by the precious metals dealer at the time such negligence, fraud or willful default is discovered

and is subject to the precious metals dealer honoring its contractual obligations.

Physical Gold May not be Available in the

3 unchanged sentences

The Trust holds London Bars.

To facilitate a

Delivery Applicant’s ability to exchange Shares for physical gold, the Sponsor will engage in an over-the-counter transaction with

a precious metals dealer to exchange the Trust’s London Bars for physical gold of different specifications.

There is no guarantee

that at the time that the Sponsor seeks to exchange the Trust’s London Bars for physical gold of different specifications such

physical gold will be available.

To facilitate a Delivery

Applicant’s ability to exchange Shares for physical gold, the Sponsor will engage in an over-the-counter transaction with a precious

metals dealer to exchange the Trust’s London Bars for physical gold of different specifications.

There is no guarantee that at the

time that the Sponsor seeks to exchange the Trust’s London Bars for physical gold of different specifications such physical gold

will be available.

As a result, it may be necessary for a Delivery Applicant to wait for such physical gold to be available.

If the precious metals dealer advises the Sponsor that the desired physical gold is not available, the Sponsor will advise the Delivery

At that time, the Sponsor may offer the Delivery Applicant physical gold that is different from the physical gold specified

in the Delivery Application that comprises the same Fine Ounce content.

If the Delivery Applicant accepts different physical gold than

that specified in the Delivery Application, a new Delivery Application would need to be completed and it may result in higher or lower

processing fees.

However, it is unlikely that the cash proceeds (i.e., the difference between the value of a Delivery Applicant’s

Shares and the value of physical gold to be delivered to the Delivery Applicant) will change because the total Fine Ounce component of

the physical gold will not change unless otherwise agreed to by the Delivery Applicant.

During times of high demand for coins in the

market, Processing Fees may be updated frequently and may be updated after the time a Delivery Applicant submits an application before

it is pre-approved;

If the precious

metals dealer advises the Sponsor that the desired physical gold is not available, the Sponsor will advise the Delivery Applicant.

that time, the Sponsor may offer the Delivery Applicant physical gold that is different from the physical gold specified in the Delivery

Application that comprises the same Fine Ounce content.

If the Delivery Applicant accepts different physical gold than that specified

in the Delivery Application, a new Delivery Application would need to be completed and it may result in higher or lower processing fees.

However, it is unlikely that the cash proceeds (i.e., the difference between the value of a Delivery Applicant’s Shares and the

value of physical gold to be delivered to the Delivery Applicant) will change because the total Fine Ounce component of the physical gold

will not change unless otherwise agreed to by the Delivery Applicant.

During times of high demand for coins in the market, Processing

Fees may be updated frequently and may be updated after the time a Delivery Applicant submits an application before it is pre-approved;

in this case, the Delivery Applicant may have to pay a higher Processing Fee to have the Delivery Application pre-approved.

Physical Gold Delivered upon Taking Delivery in Exchange for

Shares May Need to be Re-Assayed

Physical Gold Delivered upon Taking Delivery

in Exchange for Shares May Need to be Re-Assayed

If a Delivery Applicant requests that physical

9 unchanged sentences

the chain of integrity may need to be re-assayed.

In addition to the costs associated with assaying, there may be significant delays

in assaying gold, especially during times when gold may be in high demand, due to potential backlogs.

In addition to the costs associated with assaying, there may be significant delays in

assaying gold, especially during times when gold may be in high demand, due to potential backlogs.

If, upon exchanging Shares for physical gold,

6 unchanged sentences

This may make a future sale of such gold more difficult and expensive.

the value of any London Bars that have left the chain of integrity are likely to be at a discount from the spot price of gold.

In addition, the

value of any London Bars that have left the chain of integrity are likely to be at a discount from the spot price of gold.

Physical gold other than London Bars also may

23 unchanged sentences

Exchange Act.

The Trust is not registered as an investment

company under the 1940 Act and is not required to register thereunder.

Consequently, investors do not have the regulatory protections

provided to investors in investment companies.

The Trust will not hold or trade in commodity futures contracts regulated by the Commodity

Exchange Act, as administered by the CFTC.

Furthermore, the Trust is not a commodity pool for purposes of the Commodity Exchange Act,

and the Sponsor is not subject to regulation by the CFTC as a commodity pool operator, or a commodity trading advisor, in connection

with the Shares.

Therefore, investors will not have the regulatory protections provided to investors in instruments or commodity pools

regulated by the Commodity Exchange Act.

The Trust is not registered as an investment company

under the 1940 Act and is not required to register thereunder.

Consequently, investors do not have the regulatory protections provided

to investors in investment companies.

The Trust will not hold or trade in commodity futures contracts regulated by the Commodity Exchange

Act, as administered by the CFTC.

Furthermore, the Trust is not a commodity pool for purposes of the Commodity Exchange Act, and the Sponsor

is not subject to regulation by the CFTC as a commodity pool operator, or a commodity trading advisor, in connection with the Shares.

Therefore, investors will not have the regulatory protections provided to investors in instruments or commodity pools regulated by the

Commodity Exchange Act.

Termination and Liquidation May Be Required

2 unchanged sentences

If the Trust is required to terminate and liquidate,

such termination and liquidation could occur at a time that is disadvantageous to investors, such as when gold prices are lower than

the gold prices at the time when investors purchased their Shares.

In such a case, the Trust’s gold may be sold as part of the

Trust’s liquidation and the resulting proceeds distributed to investors will be less than if gold prices were higher at the time

such termination and liquidation could occur at a time that is disadvantageous to investors, such as when gold prices are lower than the

gold prices at the time when investors purchased their Shares.

In such a case, the Trust’s gold may be sold as part of the Trust’s

liquidation and the resulting proceeds distributed to investors will be less than if gold prices were higher at the time of the sale.

RISKS RELATED TO THE CUSTODY OF GOLD

3 unchanged sentences

the agreement with the Trust and U.K.

law may impair the ability of the Trust to recover losses concerning its gold and any recovery

may be limited, even in the event of fraud, to the market value of the gold at the time the fraud is discovered.

law may impair the ability of the Trust to recover losses concerning its gold and any recovery may

be limited, even in the event of fraud, to the market value of the gold at the time the fraud is discovered.

The liability of the Custodian is limited under

the Custody Agreement.

Under the agreements between the Trustee and the Custodian that establishes the Trust Unallocated Account and

the Trust Allocated Account, the Custodian is liable only for losses that are the direct result of its own negligence, fraud or willful

default in the performance of its duties.

Any such liability is further limited to the market value of the gold held in the Trust Allocated

Account and the Trust Unallocated Account at the time such negligence, fraud or willful default is discovered by the Custodian or notified

to the Custodian by the Trustee.

Under the agreements between the Trustee and the Custodian that establishes the Trust Unallocated Account and the

Trust Allocated Account, the Custodian is liable only for losses that are the direct result of its own negligence, fraud or willful default

in the performance of its duties.

Any such liability is further limited to the market value of the gold held in the Trust Allocated Account

and the Trust Unallocated Account at the time such negligence, fraud or willful default is discovered by the Custodian or notified to

the Custodian by the Trustee.

In addition, under an unallocated account agreement between the Authorized Participant and the Custodian

15 unchanged sentences

The Trust is a New York common law trust.

Any United States, New York or other court situated in

the United States may have difficulty interpreting U.K.

law (which, insofar as it relates to custody arrangements, is largely derived

from court rulings rather than statute), LBMA rules or the customs and practices in the London custody market.

It may be difficult or

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

it may be difficult, time consuming and/or expensive for the Trust to enforce in a foreign court a judgment rendered by a United States,

New York or other court situated in the United States.

Any United States, New York or other court situated in the

United States may have difficulty interpreting U.K.

law (which, insofar as it relates to custody arrangements, is largely derived from

court rulings rather than statute), LBMA rules or the customs and practices in the London custody market.

It may be difficult or impossible

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

In addition, it may be difficult,

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

court situated in the United States.

Investors Do Not have the Right to Assert

6 unchanged sentences

may only be asserted by the Trustee on behalf of the Trust.

A Failure by the Custodian to Exercise Due Care with Respect

to Gold Could Result in a Loss to the Trust

A Failure by the Custodian to Exercise Due

Care with Respect to Gold Could Result in a Loss to the Trust

The Trust will rely on the Custodian for the

7 unchanged sentences

pursuant to the Custody Agreement.

In addition, the ability to monitor the performance of the Custodian may be limited because under

the Custody Agreement the Trustee and the Sponsor and any accountants or other inspectors selected by the Sponsor have only limited rights

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

the Custodian.

As a result of the above, any failure by the Custodian to exercise due care in the safekeeping of the Trust’s gold

may not be detectable or controllable by the Trustee and could result in a loss to the Trust.

In addition, the ability to monitor the performance of the Custodian may be limited because under the

Custody Agreement the Trustee and the Sponsor and any accountants or other inspectors selected by the Sponsor have only limited rights

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

As a result of the above, any failure by the Custodian to exercise due care in the safekeeping of the Trust’s gold may

not be detectable or controllable by the Trustee and could result in a loss to the Trust.

The Trust Would Be An Unsecured Creditor

5 unchanged sentences

Gold which is part of a deposit for a purchase

order or part of a redemption distribution will be held for a time in the Trust Unallocated Account and, previously or after, in the

unallocated gold account of the purchasing Authorized Participant.

During those times, the Trust and the Authorized Participant, as the

case may be, will have no proprietary rights to any specific bars of gold held by the Custodian and will each be an unsecured creditor

of the Custodian with respect to the amount of gold held in such unallocated accounts.

In addition, if the Custodian fails to segregate

gold held by it on behalf of the Trust, unallocated gold will not be segregated from the Custodian’s assets, and the Trust will

be an unsecured creditor of the Custodian with respect to the amount so held in the event of the insolvency of the Custodian.

event the Custodian becomes insolvent, the Custodian’s assets might not be adequate to satisfy a claim by the Trust or the Authorized

Participant for the amount of gold held in their respective unallocated gold accounts.

Baskets May Be Issued for More or Less

Gold than Required

In issuing Baskets, the Trustee will rely

on certain information received from the Custodian which is subject to confirmation after the Trustee has relied on the information.

If such information turns out to be incorrect, Baskets may be issued in exchange for an amount of gold that is more or less than the

amount of gold required to be deposited with the Trust.

The Custodian’s definitive records are

prepared after the close of its business day.

However, when issuing Baskets, the Trustee will rely on information reporting the amount

of gold credited to the Trust’s accounts that it receives from the Custodian during the business day and which is subject to correction

order or part of a redemption distribution will be held for a time in the Trust Unallocated Account and, previously or after, in the unallocated

gold account of the purchasing Authorized Participant.

During those times, the Trust and the Authorized Participant, as the case may be,

will have no proprietary rights to any specific bars of gold held by the Custodian and will each be an unsecured creditor of the Custodian

with respect to the amount of gold held in such unallocated accounts.

In addition, if the Custodian fails to segregate gold held by it

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

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

In the event the Custodian

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

the amount of gold held in their respective unallocated gold accounts.

Baskets May Be Issued for More or Less Gold

than Required

In issuing Baskets, the Trustee will rely on

certain information received from the Custodian which is subject to confirmation after the Trustee has relied on the information.

information turns out to be incorrect, Baskets may be issued in exchange for an amount of gold that is more or less than the amount of

gold required to be deposited with the Trust.

The Custodian’s definitive records are prepared

after the close of its business day.

However, when issuing Baskets, the Trustee will rely on information reporting the amount of gold

credited to the Trust’s accounts that it receives from the Custodian during the business day and which is subject to correction

during the preparation of the Custodian’s definitive records after the close of business.

If the information relied upon by the

Trustee is incorrect, the amount of gold actually received by the Trust may be more or less than the amount required to be deposited

for the issuance of Baskets.

Trustee is incorrect, the amount of gold actually received by the Trust may be more or less than the amount required to be deposited for

the issuance of Baskets.

Any Indemnification that the Trust is Required

to Pay May Adversely Affect the Value of the Shares

The value of the Shares will be adversely

affected if the Trust is required to indemnify the Sponsor, the Trustee or the Custodian as contemplated in the Trust Agreement and the

Custody Agreement.

The value of the Shares will be adversely affected

if the Trust is required to indemnify the Sponsor, the Trustee or the Custodian as contemplated in the Trust Agreement and the Custody

Under the Trust Agreement, each of the Sponsor

1 unchanged sentence

or willful misconduct on its part.

Similarly, the Custody Agreement provides for indemnification of the Custodian by the Trust under

certain circumstances.

That means that it may be necessary to sell assets of the Trust to cover losses or liability suffered by the Sponsor,

the Trustee or the Custodian.

Similarly, the Custody Agreement provides for indemnification of the Custodian by the Trust under certain

circumstances.

That means that it may be necessary to sell assets of the Trust to cover losses or liability suffered by the Sponsor, the

Trustee or the Custodian.

Any sale of that kind would reduce the NAV of the Trust and the value of the Shares.

4 unchanged sentences

The Custodian is responsible for the safekeeping

of the Trust’s gold bullion that the Custodian allocates to the Trust in connection with the creation of Baskets by Authorized

Participants.

of the Trust’s gold bullion that the Custodian allocates to the Trust in connection with the creation of Baskets by Authorized Participants.

The Custodian also facilitates the transfer of gold in and out of the Trust.

Although the Custodian is a market maker,

clearer and approved weigher under the rules of the LBMA (which sets out good practices for participants in the bullion market), the

LBMA is not an official or governmental regulatory body.

Furthermore, although the Custodian is subject to general banking regulations

regulators and is generally regulated in the U.K.

by the Prudential Regulation Authority and the FCA, such regulations do not

directly cover the Custodian’s gold bullion custody operations in the U.K.

Accordingly, the Trust is dependent on the Custodian

to comply with the best practices of the LBMA and to implement satisfactory internal controls for its gold bullion custody operations

in order to keep the Trust’s gold secure.

Although the Custodian is a market maker, clearer and approved

weigher under the rules of the LBMA (which sets out good practices for participants in the bullion market), the LBMA is not an official

or governmental regulatory body.

Furthermore, although the Custodian is subject to general banking regulations by U.S.

regulators and

is generally regulated in the U.K.

by the Prudential Regulation Authority and the FCA, such regulations do not directly cover the Custodian’s

gold bullion custody operations in the U.K.

Accordingly, the Trust is dependent on the Custodian to comply with the best practices of

the LBMA and to implement satisfactory internal controls for its gold bullion custody operations in order to keep the Trust’s gold

The Trust’s Service Providers May

10 unchanged sentences

arrangements.

Uncertainty regarding the effects of COVID-19

The price of the Shares could be adversely

affected by the effects of COVID-19.

In December 2019, a novel strain of coronavirus,

COVID-19, was reported to have surfaced in Wuhan, Hubei Province, China.

In January 2020, this coronavirus spread to other countries,

including the United States and Europe.

The World Health Organization classified the outbreak as a pandemic as it spread globally, and

additional variants of COVID-19 continue to circulate and may cause further market disruption and shutdowns (including as a result of

government regulation and prevention measures).

The COVID-19 pandemic has had and will likely continue to have serious and potentially

adverse impacts on social, economic, and financial systems, including significant uncertainty and volatility in the financial markets.

Governmental authorities and regulators throughout the world have, in the past, responded to major economic disruptions with a variety

of fiscal and monetary policy changes, such as quantitative easing, new monetary programs and lower interest rates.

An unexpected or

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

and could specifically increase volatility in the market for gold, which could adversely affect the price of the Shares.

Efforts to contain

the spread of this coronavirus has intensified.

To date, this coronavirus has not had a significant impact on our business.

we currently expect that any disruptive impact of coronavirus on our business will be temporary, this situation continues to evolve and

therefore we cannot predict the extent to which the continued COVID-19 outbreak will directly or indirectly affect the price of the Shares.

There were some signs of increased demand for physical gold in March 2020 and as a result the precious metals dealer increased coin and

bar premiums;

the Sponsor has updated available coins and Processing Fees on merkgold.com/fees as information has become available.

infectious illness outbreaks or other public health emergencies could have similar or other unforeseen impacts and may exacerbate pre-existing

political, social and economic risks in certain countries or globally, which could adversely affect the value of the Shares.

Uncertainty regarding the effects of the

Russia-Ukraine Conflict

The price of the Shares could be adversely

affected by the effects of the Russia-Ukraine war.

The Trust as well as the Sponsor and its

service providers are vulnerable to the effects of public health crises, such as the coronavirus pandemic (the “COVID-19 pandemic”).

Pandemics and other public health crises may cause

a curtailment of business activities which may potentially impact the ability of the Sponsor and its service providers to operate.

COVID-19 pandemic or a similar public health threat could adversely impact the Trust by causing operating delays and disruptions, market

disruption and shutdowns (including as a result of government regulation and prevention measures).

The COVID-19 pandemic, for example,

had substantive effects on social, economic and financial systems, including significant uncertainty and volatility in the financial markets.

The Trust as well as the Sponsor and its

service providers are vulnerable to the effects of geopolitical events, including the Israel-Hamas war, the continuation of the war in

Ukraine and other hostilities.

Geopolitical events, including the Israel-Hamas

war, the continuation of the war in Ukraine and other hostilities could disrupt and potentially impact the business activities of the

Sponsor and its service providers and have an adverse effect on the Trust.

On October 7, 2023, militants from Gaza attacked

Israeli towns, killed Israeli civilians and soldiers and took hostages.

In response to the attack, Israel declared war against Hamas,

attacking Hamas and Islamic targets in Gaza.

The responses of countries and political bodies to these events, the larger overarching tensions,

Israel’s military response and the potential for wider conflict may increase financial market volatility generally, have adverse

effects on regional and global economic markets, and cause volatility in the price of gold and the price of the Shares.

In addition, the

conflict, along with any global political fallout and implications including sanctions, collateral war damage, and a potential expansion

of the conflict, could disturb the gold market.

Russia launched a large-scale invasion of Ukraine

10 unchanged sentences

with past suspensions of refiners by the LBMA.

However, fewer suppliers to the LBMA may lead to a lower supply of Good Delivery gold

and further volatility in the price of gold.

However, fewer suppliers to the LBMA may lead to a lower supply of Good Delivery gold and

further volatility in the price of gold.

Following an announcement at the G7 Summit to

collectively ban the import of Russian gold, the UK passed regulations which prohibit the direct or indirect (i) import of gold that

originated in Russia, (ii) acquisition of gold that originated in Russia or is located in Russia and (iii) supply or delivery of gold

that originated in Russia, all after July 21, 2022.

collectively ban the import of Russian gold, the UK passed regulations which prohibit the direct or indirect (i) import of gold that originated

in Russia, (ii) acquisition of gold that originated in Russia or is located in Russia and (iii) supply or delivery of gold that originated

in Russia, all after July 21, 2022.

Similarly, U.S.

regulations prohibit the import of gold of Russian origin into the

United States on or after June 28, 2022 and European Union regulations prohibit the direct or indirect import, purchase or transfer of

gold if it originates in Russia and has been exported from Russia after July 22, 2022.

On August 3, 2022, Switzerland announced sanctions

that ban buying, importing or transporting gold and gold products from Russia, as well as services in connection with said gold and gold

Although it is not possible to predict the impact that these sanctions may have, such sanctions could impact the operations

of the Trust and its service providers and could significantly harm the value of the Trust’s Shares.

regulations prohibit the import of gold of Russian origin into the United States on

or after June 28, 2022 and European Union regulations prohibit the direct or indirect import, purchase or transfer of gold if it originates

in Russia and has been exported from Russia after July 22, 2022.

On August 3, 2022, Switzerland announced sanctions that ban buying, importing

or transporting gold and gold products from Russia, as well as services in connection with said gold and gold products.

Although it is

not possible to predict the impact that these sanctions may have, such sanctions could impact the operations of the Trust and its service

providers and could significantly harm the value of the Trust’s Shares.

The responses of countries and political bodies

3 unchanged sentences

In addition, the conflict in Ukraine, along with global political fallout and implications

including sanctions, shipping disruptions, collateral war damage, and a potential expansion of the conflict beyond Ukraine’s borders,

could disturb the gold market.

including sanctions, collateral war damage, and a potential expansion of the conflict beyond Ukraine’s borders, could disturb the

Information system disruptions could adversely

10 unchanged sentences

of information and adversely impact their ability to conduct their business, including their business on behalf of the Trust.

implementation of network and other cybersecurity measures, their security measures may not be adequate to protect against all cybersecurity

Unresolved Staff Comments

Not applicable.

Legal Proceedings

Mine Safety Disclosures

Not applicable.

A cybersecurity

incident may result in any of the following:

financial losses (including loss or theft of Trust assets), interference with the Trust’s

ability to calculate its NAV, disclosure of confidential information, impediments to trading, submission of erroneous trades or erroneous

creation or redemption orders, the inability of the Trust, the Custodian, the Marketing Agent and, to a lesser degree, the Sponsor to

transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or

other compensation costs, and other legal and compliance costs.

In addition, cyber incidents may render records of Trust assets and transactions,

shareholder ownership of the Shares, and other data integral to the functioning of the Trust inaccessible, inaccurate or incomplete.

Trust may incur substantial costs in order to resolve or prevent cyber incidents.

Despite implementation of network and other cybersecurity

measures, their security measures may not be adequate to protect against all cybersecurity threats.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors