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the NYSE Arca at prices that are lower or higher relative to their net asset value (the value of the Trust’s assets less |
its liabilities (“NAV”)) per Share. 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, COMEX and the London and Zurich gold markets. |
While the Shares trade on the NYSE Arca until 4:00 PM New York time, liquidity in the global gold market is reduced after |
the close of the COMEX at 1:30 PM New York time. As a result, during this time, trading spreads, and the resulting premium or discount, |
on the Shares may widen. Valuation of Gold and Computation of Net Asset Value On each day that the NYSE Arca is open for regular trading, |
as promptly as practicable after 4:00 p.m. New York time on such day (the “Evaluation Time”), the Trustee evaluates |
the gold held by the Trust and determines both the adjusted net asset value (“ANAV”) and the NAV of the Trust. At the Evaluation Time, the Trustee values the Trust’s |
gold on the basis of that day’s LBMA PM Gold Price (the USD price for an ounce of gold set by the LBMA-accredited participating |
bullion banks or market makers in an electronic, tradable and auditable over-the-counter auction operated by IBA at 3:00 p.m. |
London time, on each London business day and disseminated electronically by IBA to selected major market data vendors, such as |
Refinitiv and Bloomberg). If no LBMA PM Gold Price is made on such day the next |
most recent LBMA PM Gold Price determined prior to the Evaluation Time will be used, unless the Sponsor determines that such price |
is inappropriate as a basis for evaluation. In the event the Sponsor determines that the LBMA PM Gold Price or such other publicly |
available price as the Sponsor may deem fairly represents the commercial value of the Trust’s gold is not an appropriate |
basis for evaluation of the Trust’s gold, it shall identify an alternative basis for such evaluation to be employed by the |
Trustee. Neither the Trustee nor the Sponsor shall be liable to any person for the determination that the LBMA PM Gold Price or |
such other publicly available price is not appropriate as a basis for evaluation of the Trust’s gold or for any determination |
as to the alternative basis for such evaluation provided that such determination is made in good faith. See “Operation of the Gold Bullion Market - The London Gold Bullion Market” for a description of the LBMA PM Gold Price. 9 Once the value of the gold has been determined, the Trustee |
subtracts all estimated accrued fees (other than the fees accruing for such day on which the valuation takes place which |
are computed by reference to the value of the Trust or its assets), expenses and other liabilities of the Trust from the total |
value of the gold and any other assets of the Trust. The resulting figure is the ANAV of the Trust. The ANAV of the Trust is used to compute the Sponsor’s Fee. All fees accruing for the day on which the valuation takes place |
which are computed by reference to the value of the Trust or its assets are calculated using the ANAV calculated for such |
day on which the valuation takes place. The Trustee shall subtract from the ANAV the amount of accrued fees so computed for such day and the resulting figure |
is the NAV of the Trust. The Trustee also determines the NAV per Share by dividing the NAV of the Trust by the number of the |
Shares outstanding as of the close of trading on the NYSE Arca (which includes the net number of any Shares created or redeemed |
on such evaluation day). Any estimate of the accrued but unpaid fees, expenses and liabilities of |
the Trust for purposes of computing the NAV of the Trust and ANAV made by the Trustee in good faith shall be conclusive upon all |
persons interested in the Trust and no revision or correction in any computation made under the Trust Agreement will be required |
by reason of any difference in amounts estimated from those actually paid. The Sponsor and the Shareholders may rely on any evaluation |
furnished by the Trustee, and the Sponsor has 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, DTC, Authorized Participants, the Shareholders 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 The Trust’s only ordinary recurring expense is 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 Tru the Trustee’s monthly fee and out-of-pocket expenses, the Custodian’s fee and reimbursement |
of the Custodian’s expenses under the Custody Agreements, Exchange listing fees, SEC registration fees, printing and mailing |
costs, audit fees and up to $100,000 per annum in legal expenses. The Sponsor’s Fee accrues daily at an annualized rate |
equal to 0.17% of the ANAV of the Trust and is payable monthly in arrears. The Sponsor, from time to time, may temporarily waive |
all or a portion of the Sponsor’s Fee at its discretion for a stated period of time. Presently, the Sponsor does not intend |
to waive any of its fee. Furthermore, the Sponsor may, in its sole discretion, agree |
to rebate all or a portion of the Sponsor’s Fee attributable to Shares held by institutional investors subject to minimum |
shareholding and lock up requirements as determined by the Sponsor to foster stability in the Trust’s asset levels. Any such |
rebate will be subject to negotiation and written agreement between the Sponsor and the investor on a case by case basis. The Sponsor |
is under no obligation to provide any rebates of the Sponsor’s Fee. Neither the Trust nor the Trustee will be a party to |
any Sponsor’s Fee rebate arrangements negotiated by the Sponsor. Any Sponsor’s Fee rebate shall be paid from the funds |
of the Sponsor and not from the assets of the Trust. The Sponsor’s Fee is paid by delivery of gold to an account |
maintained by the Custodian for the Sponsor on an unallocated basis, monthly on the first business day of the month in respect |
of fees payable for the prior month. The delivery is of that number of ounces of gold which equals the daily accrual of the Sponsor’s |
Fee for such prior month calculated at the LBMA PM Gold Price. 10 The Trustee will, when directed by the Sponsor, and, in the |
absence of such direction, may, in its discretion, sell gold in such quantity and at such times as may be necessary to permit payment |
in cash of Trust expenses not assumed by the Sponsor. The Trustee is authorized to sell gold at such times and in the smallest |
amounts required to permit such payments as they become due, 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 is authorized to 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 the gold held by the Trust on the date of the sale. The Sponsor’s Fee for the year ended December 31, 2021 |
was $4,122,059 (December 31, 2020: $3,640,527; December 31, 2019: $1,680,258). Cash held by the Trustee pending payment of the Trust’s |
expenses will not bear any interest. Each delivery or sale of gold by the Trust to pay the Sponsor’s Fee or other Trust expenses will be a taxable event to Shareholders. Creation and Redemption of Shares The Trust creates and redeems Shares from time to time, but |
only in one or more Baskets (a Basket equals a block of 100,000 shares). The creation and |
redemption of Baskets is only 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 is based on the combined NAV of 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. Authorized Participants are the only persons that may place |
orders to create and redeem Baskets. Authorized Participants must be (1) registered broker-dealers or other securities market participants, |
such as banks and other financial institutions, which are not required to register as broker-dealers to engage in securities transactions, |
and (2) participants in DTC. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement |
with the Sponsor and the Trustee. The Authorized Participant Agreement provides the procedures for the creation and redemption |
of Baskets and for the delivery of the gold and any cash 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 |
Shareholder or Authorized Participant. Authorized Participants pay a transaction fee of $500 to the Trustee for each order they |
place to create or redeem one or more Baskets. Authorized Participants who make deposits with the Trust in exchange for Baskets |
receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust for serving |
as an Authorized Participant, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any |
sale or resale of Shares. Authorized Participants are cautioned that some of their activities |
will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and |
subject them to the prospectus-delivery and liability provisions of the Securities Act. Prior to initiating any creation or redemption order, an Authorized |
Participant must have entered into an agreement with the Custodian or a gold clearing bank to establish an Authorized Participant |
Unallocated Account in London or Zurich (“Authorized Participant Unallocated Bullion Account Agreement”). Gold held |
in Authorized Participant Unallocated Accounts is typically not segregated from the Custodian’s or other gold clearing bank’s |
assets, as a consequence of which an Authorized Participant will have no proprietary interest in any specific bars of gold held |
by the Custodian or the clearing bank. Credits to its Authorized Participant Unallocated Account are therefore at risk of the Custodian’s |
or other gold clearing bank’s insolvency. No fees will be charged by the Custodian for the use of the Authorized Participant |
Unallocated Account as long as the Authorized Participant Unallocated Account is used solely for gold transfers to and from the |
Trust Unallocated Account and the Custodian (or one of its affiliates) receives compensation for maintaining the Trust Allocated |
Account. Authorized Participants should be aware that the Custodian’s liability threshold under the Authorized Participant |
Unallocated Bullion Account Agreement is generally gross negligence, not negligence, which is the Custodian’s liability threshold |
under the Trust’s Custody Agreements. 11 As the terms of the Authorized Participant Unallocated Bullion |
Account Agreement differ in certain respects from the terms of the Trust’s Unallocated Account Agreement, potential Authorized |
Participants should review the terms of the Authorized Participant Unallocated Bullion Account Agreement carefully. A copy of the |
Authorized Participant Agreement may be obtained by potential Authorized Participants from the Trustee. Certain Authorized Participants are expected to have the facility |
to participate directly in the physical gold market and the gold futures markets. In some cases, an Authorized Participant may |
from time to time acquire gold from or sell gold to its affiliated gold trading desk, which may profit in these instances. Each |
Authorized Participant must be registered as a broker-dealer under the Securities Exchange Act of 1934 (“Exchange Act”) |
and regulated by FINRA or be exempt from being or otherwise not be required to be so regulated or registered, and must be qualified |
to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Certain Authorized |
Participants are regulated under federal and state banking laws and regulations. Each Authorized Participant has its own set of |
rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory |
regime. Authorized Participants may act for their own accounts or as |
agents for broker-dealers, custodians and other securities market participants that wish to create or redeem Baskets. An order |