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for selecting the Zurich Sub-Custodian and its other direct sub-custodians, if any. The Custodian facilitates the transfer of gold |
in and out of the Trust through the unallocated gold accounts it maintains for each Authorized Participant and the unallocated |
and allocated gold accounts it maintains for the Trust. The Custodian holds at its London, England vault premises that portion |
of the Trust’s allocated gold to be held in London. The Custodian and/or the Zurich Sub-Custodian hold at their Zurich, Switzerland |
vault premises that portion of the Trust’s allocated gold to be held in Zurich. The Custodian is responsible for allocating |
specific bars of physical gold to the Trust’s allocated gold account. The Custodian provides the Trustee with regular reports |
detailing the gold transfers in and out of the Trust’s unallocated and allocated gold accounts and identifying the gold bars |
held in the Trust’s allocated gold account. The Custodian’s fees and expenses under the Custody Agreements |
are paid by the Sponsor. 17 The Custodian and its affiliates may from time to time act as |
Authorized Participants or purchase or sell gold or Shares for their own account, as agent for their customers and for accounts |
over which they exercise investment discretion. The Custodian and its affiliates are subject to the same transaction fee as other |
Authorized Participants. Inspection of Gold Under the Custody Agreements, the Trustee, the Sponsor and the |
Trust's auditors and inspectors may, only up to twice a year, visit the premises of the Custodian and the Zurich Sub-Custodian |
for the purpose of examining the Trust’s gold and certain related records maintained by the Custodian. Under the |
Allocated Account Agreement, the Custodian agreed to procure similar inspection rights from the Zurich Sub-Custodian. Any such inspection rights with respect to the Zurich Sub-Custodian are expected to be granted in accordance with the normal course of dealing between the Custodian and Zurich Sub-Custodian. Visits by |
auditors and inspectors to the Zurich Sub-Custodian’s facilities will be arranged through the Custodian. Other than with respect |
to the Zurich Sub-Custodian, the Trustee and the Sponsor have no right to visit the premises of any sub-custodian for the purposes |
of examining the Trust’s gold or any records maintained by the sub-custodian, and no sub-custodian is obligated to cooperate |
in any review the Trustee or the Sponsor may wish to conduct of the facilities, procedures, records or creditworthiness of such |
sub-custodian. The Sponsor has exercised its right to visit the Custodian in order to examine the gold and the records maintained by the Custodian. An inspection was conducted by Inspectorate |
International Limited, a leading commodity inspection and testing company retained by the Sponsor, as of July 23, 2021 and December |
31, 2021. There can be no guarantee that the Sponsor or the Trust’s |
auditors and inspectors will be able to perform physical inspections of the Trust’s gold as planned. Local policies, regulations, |
or ordinances, as well as polices or restrictions adopted by the Custodian, the Zurich Sub-Custodian, or any other sub-custodian, may temporarily prevent, or otherwise |
impair the ability of, the Sponsor or the Trust’s auditors and inspectors, from performing a physical inspection of the Trust’s |
gold on a desired date. In those situations, the Sponsor or the Trust’s auditors and inspectors may seek to verify the gold |
held by the Trust by alternate means, including through virtual inspections of the Trust’s gold and/or a review of pertinent |
records. Description of the Shares General The Trustee is authorized under the Trust Agreement to create |
and issue an unlimited number of Shares. The Trustee creates Shares only in Baskets (a Basket equals a block of 100,000 Shares) and only upon the order of an Authorized Participant. |
The Shares represent units of fractional undivided beneficial |
interest in and ownership of the Trust and have no par value. Any creation and issuance of Shares above the amount registered on |
the Trust’s then-current and effective registration statement with the SEC will require the registration of such additional |
Shares. Description of Limited Rights The Shares do not represent a traditional investment and Shareholders |
should not view them as similar to shares of a corporation operating a business enterprise with management and a board of directors. |
Shareholders do not have the statutory rights normally associated with the ownership of shares of a corporation, including, for |
example, the right to bring “oppression” or “derivative” actions. All Shares are of the same class with |
equal rights and privileges. Each Share is transferable, is fully paid and non-assessable and entitles the holder to vote on the |
limited matters upon which Shareholders may vote under the Trust Agreement. The Shares do not entitle their holders to any conversion |
or pre-emptive rights, or, except as provided below, any redemption rights or rights to distributions. 18 Distributions If the Trust is terminated and liquidated, the Trustee will |
distribute to the Shareholders any amounts remaining after the satisfaction of all outstanding liabilities of the Trust and the |
establishment of such reserves for applicable taxes, other governmental charges and contingent or future liabilities as the Trustee |
shall determine. Shareholders of record on the record date fixed by the Trustee for a distribution will be entitled to receive |
their pro rata portion of any distribution. Voting and Approvals Under the Trust Agreement, Shareholders have no voting rights, |
except in limited circumstances. The Trustee may terminate the Trust upon the agreement of Shareholders owning at least 75% of |
the outstanding Shares. In addition, certain amendments to the Trust Agreement require advance notice to the Shareholders before |
the effectiveness of such amendments, but no Shareholder vote or approval is required for any amendment to the Trust Agreement. Redemption of the Shares The Shares may only be redeemed by or through an Authorized |
Participant and only in Baskets. Book-Entry Form Individual certificates will not be issued for the Shares. Instead, |
one or more global certificates is deposited by the Trustee with DTC and registered in the name of Cede & Co., as nominee for |
DTC. The global certificates evidence all of the Shares outstanding at any time. Under the Trust Agreement, Shareholders are limited |
to (1) participants in DTC such as banks, brokers, dealers and trust companies (DTC Participants), (2) those who maintain, either |
directly or indirectly, a custodial relationship with a DTC Participant (Indirect Participants), and (3) those banks, brokers, |
dealers, trust companies and others who hold interests in the Shares through DTC Participants or Indirect Participants. The Shares |
are only transferable through the book-entry system of DTC. Shareholders who are not DTC Participants may transfer their Shares |
through DTC by instructing the DTC Participant holding their Shares (or by instructing the Indirect Participant or other entity |
through which their Shares are held) to transfer the Shares. Transfers will be made in accordance with standard securities industry |
practice. Custody of the Trust’s Gold Custody of the gold bullion deposited with and held by the Trust |
is provided by the Custodian at the London , England vaults of the Custodian or at the Zurich, Switzerland vaults of the Custodian and/or the Zurich Sub-Custodian, and by other sub-custodians |
on a temporary basis. The Custodian is a market maker, clearer and approved weigher under the rules of the LBMA. The Custodian is the custodian of the gold bullion credited |
to the Trust Allocated Account in accordance with the Custody Agreements. The Custodian segregates the gold bullion credited to |
the Trust Allocated Account from any other precious metal it holds or holds for others by entering appropriate entries in its books |
and records, and requires any Zurich Sub-Custodian it appoints to also segregate the gold bullion from the other gold held by them |
for other customers of the Custodian and the Zurich Sub-Custodians’ other customers. The Custodian requires any Zurich Sub-Custodian |
it appoints to identify in such Zurich Sub-Custodian’s books and records the Trust as having the rights to the gold bullion |
credited to its Trust Allocated Account. Under the Custody Agreements, the Trustee, the Sponsor and the Trust's auditors |
and inspectors may inspect the vaults of the Custodian and the Zurich Sub-Custodian. See “ Inspection of Gold ”. The Custodian, as instructed by the Trustee on behalf of the |
Trust, is authorized to accept, on behalf of the Trust, deposits of gold in unallocated form. Acting on standing instructions given |
by the Trustee specified in the Custody Agreements, the Custodian allocates or requires the Zurich Sub-Custodian to allocate gold |
deposited in unallocated form with the Trust by selecting bars of gold bullion for deposit to the Trust Allocated Account. All |
gold bullion allocated to the Trust must conform to the rules, regulations, practices and customs of the LBMA. 19 The process of withdrawing gold from the Trust for a redemption |
of a Basket follows the same general procedure as for depositing gold with the Trust for a creation of a Basket, only in reverse. |
Each transfer of gold between the Trust Allocated Account and the Trust Unallocated Account connected with a creation or redemption |
of a Basket may result in a small amount of gold being held in the Trust Unallocated Account after the completion of the transfer. |
In making deposits and withdrawals between the Trust Allocated Account and the Trust Unallocated Account, the Custodian will use |
commercially reasonable efforts to minimize the amount of gold held in the Trust Unallocated Account as of the close of each |
business day. See “Creation and Redemption of Shares.” United States Federal Income Tax Consequences The following discussion of the material US federal income tax |
consequences generally applies to the purchase, ownership and disposition of Shares by a US Shareholder (as defined below), and |
certain US federal income tax consequences that may apply to an investment in Shares by a Non-US Shareholder (as defined below). |
The discussion is based on the United States Internal Revenue Code of 1986 as amended (the “Code”). The discussion |
below is based on the Code, United States Treasury Regulations (“Treasury Regulations”) promulgated under the Code |
and judicial and administrative interpretations of the Code, all as in effect on the date of this annual report and all of which |
are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own |
particular circumstances. Certain Shareholders (including broker-dealers, traders, banks and other financial institutions, insurance |
companies, real estate investment trusts, tax-exempt entities, Shareholders whose functional currency is not the U.S. Dollar or |
other investors with special circumstances) may be subject to special rules not discussed below. In addition, the following discussion |
applies only to investors who hold Shares as “capital assets” within the meaning of Code section 1221 and not as part |
of a straddle, hedging transaction or a conversion or constructive sale transaction. Moreover, the discussion below does not address |
the effect of any state, local or foreign tax law or any transfer tax on an owner of Shares. Purchasers of Shares are urged to |
consult their own tax advisors with respect to all federal, state, local and foreign tax law or any transfer tax considerations |
potentially applicable to their investment in Shares. For purposes of this discussion, a “US Shareholder” |
is a Shareholder that is: • An individual who is a citizen or resident |
of the United States; • A corporation (or other entity treated as a corporation |
for US federal tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof; • An estate, the income of which is includible in |
gross income for US federal income tax purposes regardless of its source; or • 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 US persons have the authority to control |
all substantial decisions of the trust. A Shareholder that is not a US Shareholder as defined above |
(other than a partnership, or an entity treated as a partnership for US federal tax purposes) generally is considered a “Non-US |
Shareholder” for purposes of this discussion. For US federal income tax purposes, the treatment of any beneficial owner of |
an interest in a partnership, including any entity treated as a partnership for US federal income tax purposes, generally depends |
upon the status of the partner and upon the activities of the partnership. Partnerships and partners in partnerships should consult |
their tax advisors about the US federal income tax consequences of purchasing, owning and disposing of Shares. 20 Taxation of the Trust The Trust is classified as a “grantor trust” for |
Subsets and Splits