arcee-ai/sec-data-mini · Datasets at Hugging Face

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of the Shares may fluctuate independently of the price of gold and may fall. Additionally, redemptions could be suspended for any
period during which (1) the NYSE Arca is closed (other than customary weekend or holiday closings) or trading on the NYSE Arca
is suspended or restricted, or (2) an emergency exists as a result of which delivery, disposal or evaluation of the gold is not
reasonably practicable. 26 The liquidity of the Shares may be affected by the withdrawal
from participation of one or more Authorized Participants. In the event that one or more Authorized Participants having
substantial interests in Shares or otherwise responsible for a significant portion of the Shares’ daily trading volume on
the Exchange withdraw from participation, the liquidity of the Shares will likely decrease which could adversely affect the market
price of the Shares and result in Shareholders incurring a loss on their investment. Shareholders do not have the protections associated with
ownership of shares in an investment company registered under the Investment Company Act of 1940 or the protections afforded by
the Commodity Exchange Act (“CEA”). The Trust is not registered as an investment company under the
Investment Company Act of 1940 and is not required to register under such act. Consequently, Shareholders do not have the
regulatory protections provided to investors in investment companies. The Trust does not and will not hold or trade in commodity
futures contracts, “commodity interests” or any other instruments regulated by the CEA, as administered by the CFTC
and the National Futures Association (“NFA”). Furthermore, the Trust is not a commodity pool for purposes of the CEA
and the Shares are not “commodity interests”, and neither the Sponsor nor the Trustee is subject to regulation by the
CFTC as a commodity pool operator or a commodity trading advisor in connection with the Trust or the Shares. Consequently, Shareholders
do not have the regulatory protections provided to investors in CEA-regulated instruments or commodity pools operated by registered
commodity pool operators or advised by registered commodity trading advisors. The Trust may be required to terminate and liquidate at a
time that is disadvantageous to Shareholders. If the Trust is required to terminate and liquidate, such termination
and liquidation could occur at a time which is disadvantageous to Shareholders, such as when gold prices are lower than the gold
prices at the time when Shareholders purchased their Shares. In such a case, when the Trust’s gold is sold as part of
the Trust’s liquidation, the resulting proceeds distributed to Shareholders will be less than if gold prices were higher
at the time of sale. The lack of an active trading market for the Shares may result
in losses on investment at the time of disposition of the Shares. Although Shares are listed for trading on the NYSE Arca, it
cannot be assumed that an active trading market for the Shares will be maintained. If an investor needs to sell Shares
at a time when no active market for Shares exists, such lack of an active market will most likely adversely affect the price the
investor receives for the Shares (assuming the investor is able to sell them). Shareholders do not have the rights enjoyed by investors
in certain other vehicles. As interests in an investment trust, the Shares have none of
the statutory rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring
“oppression” or “derivative” actions). In addition, the Shares have limited voting and distribution rights
(for example, Shareholders do not have the right to elect directors or approve amendments to the Trust Agreement and do not receive
dividends). An investment in the Shares may be adversely affected by
competition from other methods of investing in gold. The Trust competes with other financial vehicles, including
traditional debt and equity securities issued by companies in the gold industry and other securities backed by or linked to
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 the Shares and reduce the liquidity of the Shares. 27 The amount of gold represented by each Share will decrease
over the life of the Trust due to the recurring deliveries of gold necessary to pay the Sponsor’s Fee in-kind and potential
sales of gold to pay in cash the Trust expenses not assumed by the Sponsor. Without increases in the price of gold sufficient
to compensate for that decrease, the price of the Shares will also decline proportionately over the life of the Trust. The amount of gold represented by each Share decreases
each day by the Sponsor’s Fee. In addition, although the Sponsor has agreed to assume all organizational and certain administrative
and marketing expenses incurred by the Trust (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), in exceptional cases certain Trust expenses may need to be paid by
the Trust. Because the Trust does not have any income, it must either make payments in-kind by deliveries of gold (as is the
case with the Sponsor’s Fee) or it must sell gold to obtain cash (as in the case of any exceptional expenses).
The result of these sales of gold and recurring deliveries of gold to pay the Sponsor’s Fee in-kind is a decrease
in the amount of gold represented by each Share. New deposits of gold, received in exchange for new Shares issued by the Trust,
will not reverse this trend. A decrease in the amount of gold represented by each Share
results in a decrease in each Share’s price even if the price of gold bullion does not change. To retain the Share’s
original price, the price of gold must increase. Without that increase, the lesser amount of gold represented by the
Share will have a correspondingly lower price. If this increase does not occur, or is not sufficient to counter the lesser amount
of gold represented by each Share, Shareholders will sustain losses on their investment in Shares. An increase in Trust expenses not assumed by the Sponsor, or
the existence of unexpected liabilities affecting the Trust, will require the Trustee to sell larger amounts of gold, and will
result in a more rapid decrease of the amount of gold represented by each Share and a corresponding decrease in its value. RISKS RELATED TO THE CUSTODY OF GOLD The Trust’s gold may be subject to loss, damage,
theft or restriction on access. There is a risk that part or all of the Trust’s gold
could be lost, damaged or stolen. Access to the Trust’s gold could also be restricted by natural events (such as an
earthquake) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations of the Trust
and, consequently, an investment in the Shares. The Trust’s lack of insurance protection and the Shareholders’
limited rights of legal recourse against the Trust, the Trustee, the Sponsor, the Custodian, the Zurich Sub-Custodian and any other
sub-custodian exposes the Trust and its Shareholders to the risk of loss of the Trust’s gold for which no person is
liable. The Trust does not insure its gold. The Custodian maintains
insurance with regard to its business on such terms and conditions as it considers appropriate in connection with its custodial
obligations and is responsible for all costs, fees and expenses arising from the insurance policy or policies. The Trust is not
a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of coverage. Therefore,
Shareholders cannot be assured that the Custodian maintains adequate insurance or any insurance with respect to the gold held
by the Custodian on behalf of the Trust. In addition, the Custodian and the Trustee do not require the Zurich Sub-Custodian or
any other direct or indirect sub-custodians to be insured or bonded with respect to their custodial activities or in respect of
the gold held by them on behalf of the Trust. Further, Shareholders’ recourse against the Trust, the Trustee and the
Sponsor under New York law, the Custodian, the Zurich Sub-Custodian and any other sub-custodian under English law, and any other
sub-custodian under the law governing their custody operations is limited. Consequently, a loss may be suffered with respect to
the Trust’s gold which is not covered by insurance and for which no person is liable in damages. 28 The Custodian’s limited liability under the Custody
Agreements and English 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
Agreements. Under the Custody Agreements between the Trustee and the Custodian which establish the Trust’s unallocated gold
account (“Unallocated Account”) and the Trust’s allocated gold account (“Allocated Account”),
the Custodian is only liable 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 lost or damaged at the time such negligence,
fraud or willful default is discovered by the Custodian provided the Custodian notifies the Trust and the Trustee promptly after
the discovery of the loss or damage. Under each Authorized Participant Unallocated Bullion Account Agreement (between the
Custodian and an Authorized Participant establishing an Authorized Participant Unallocated Account), the Custodian is not contractually
or otherwise liable for any losses suffered by any Authorized Participant or Shareholder that are not the direct result of its
own gross negligence, fraud or willful default in the performance of its duties under such agreement, and in no event will its
liability exceed the market value of the balance in the Authorized Participant Unallocated Account at the time such gross negligence,
fraud or willful default is discovered by the Custodian. For any Authorized Participant Unallocated Bullion Account Agreement between
an Authorized Participant and another gold clearing bank, the liability of the gold clearing bank to the Authorized Participant
may be greater or lesser than the Custodian’s liability to the Authorized Participant described in the preceding sentence,
depending on the terms of the agreement. In addition, the Custodian will not be liable for any delay in performance or any non-performance
of any of its obligations under the Allocated Account Agreement, the Unallocated Account Agreement or the Authorized Participant
Unallocated Bullion Account Agreement by reason of any cause beyond its reasonable control, including acts of God, war or
terrorism. As a result, the recourse of the Trustee or a Shareholder, under English law, is limited. Furthermore, under English
common law, the Custodian, the Zurich Sub-Custodian, or any other sub-custodian will not be liable for any delay in the performance
or any non-performance of its custodial obligations by reason of any cause beyond its reasonable control. The obligations of the Custodian, the Zurich Sub-Custodian
and any other sub-custodians are governed by English law, which may frustrate the Trust in attempting to seek legal redress against
the Custodian, the Zurich Sub-Custodian or any other sub-custodian concerning its gold. The obligations of the Custodian under the Custody Agreements
are, and the Authorized Participant Unallocated Bullion Account Agreements may be, governed by English law. The Custodian
has entered into arrangements with the Zurich Sub-Custodian and may enter into arrangements with any other sub-custodians
for the custody or temporary holding of the Trust’s gold, which arrangements may also be governed by English law. 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
English law (which, insofar as it relates to custody arrangements, is largely derived from court rulings rather than statute), LBMA

of the Shares may fluctuate independently of the price of gold and may fall. Additionally, redemptions could be suspended for any

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

is suspended or restricted, or (2) an emergency exists as a result of which delivery, disposal or evaluation of the gold is not

reasonably practicable. 26 The liquidity of the Shares may be affected by the withdrawal

from participation of one or more Authorized Participants. In the event that one or more Authorized Participants having

substantial interests in Shares or otherwise responsible for a significant portion of the Shares’ daily trading volume on

the Exchange withdraw from participation, the liquidity of the Shares will likely decrease which could adversely affect the market

price of the Shares and result in Shareholders incurring a loss on their investment. Shareholders do not have the protections associated with

ownership of shares in an investment company registered under the Investment Company Act of 1940 or the protections afforded by

the Commodity Exchange Act (“CEA”). The Trust is not registered as an investment company under the

Investment Company Act of 1940 and is not required to register under such act. Consequently, Shareholders do not have the

regulatory protections provided to investors in investment companies. The Trust does not and will not hold or trade in commodity

futures contracts, “commodity interests” or any other instruments regulated by the CEA, as administered by the CFTC

and the National Futures Association (“NFA”). Furthermore, the Trust is not a commodity pool for purposes of the CEA

and the Shares are not “commodity interests”, and neither the Sponsor nor the Trustee is subject to regulation by the

CFTC as a commodity pool operator or a commodity trading advisor in connection with the Trust or the Shares. Consequently, Shareholders

do not have the regulatory protections provided to investors in CEA-regulated instruments or commodity pools operated by registered

commodity pool operators or advised by registered commodity trading advisors. The Trust may be required to terminate and liquidate at a

time that is disadvantageous to Shareholders. If the Trust is required to terminate and liquidate, such termination

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

prices at the time when Shareholders purchased their Shares. In such a case, when the Trust’s gold is sold as part of

the Trust’s liquidation, the resulting proceeds distributed to Shareholders will be less than if gold prices were higher

at the time of sale. The lack of an active trading market for the Shares may result

in losses on investment at the time of disposition of the Shares. Although Shares are listed for trading on the NYSE Arca, it

cannot be assumed that an active trading market for the Shares will be maintained. If an investor needs to sell Shares

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

investor receives for the Shares (assuming the investor is able to sell them). Shareholders do not have the rights enjoyed by investors

in certain other vehicles. As interests in an investment trust, the Shares have none of

the statutory rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring

“oppression” or “derivative” actions). In addition, the Shares have limited voting and distribution rights

(for example, Shareholders do not have the right to elect directors or approve amendments to the Trust Agreement and do not receive

dividends). An investment in the Shares may be adversely affected by

competition from other methods of investing in gold. The Trust competes with other financial vehicles, including

traditional debt and equity securities issued by companies in the gold industry and other securities backed by or linked to

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 the Shares and reduce the liquidity of the Shares. 27 The amount of gold represented by each Share will decrease

over the life of the Trust due to the recurring deliveries of gold necessary to pay the Sponsor’s Fee in-kind and potential

sales of gold to pay in cash the Trust expenses not assumed by the Sponsor. Without increases in the price of gold sufficient

to compensate for that decrease, the price of the Shares will also decline proportionately over the life of the Trust. The amount of gold represented by each Share decreases

each day by the Sponsor’s Fee. In addition, although the Sponsor has agreed to assume all organizational and certain administrative

and marketing expenses incurred by the Trust (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), in exceptional cases certain Trust expenses may need to be paid by

the Trust. Because the Trust does not have any income, it must either make payments in-kind by deliveries of gold (as is the

case with the Sponsor’s Fee) or it must sell gold to obtain cash (as in the case of any exceptional expenses).

The result of these sales of gold and recurring deliveries of gold to pay the Sponsor’s Fee in-kind is a decrease

in the amount of gold represented by each Share. New deposits of gold, received in exchange for new Shares issued by the Trust,

will not reverse this trend. A decrease in the amount of gold represented by each Share

results in a decrease in each Share’s price even if the price of gold bullion does not change. To retain the Share’s

original price, the price of gold must increase. Without that increase, the lesser amount of gold represented by the

Share will have a correspondingly lower price. If this increase does not occur, or is not sufficient to counter the lesser amount

of gold represented by each Share, Shareholders will sustain losses on their investment in Shares. An increase in Trust expenses not assumed by the Sponsor, or

the existence of unexpected liabilities affecting the Trust, will require the Trustee to sell larger amounts of gold, and will

result in a more rapid decrease of the amount of gold represented by each Share and a corresponding decrease in its value. RISKS RELATED TO THE CUSTODY OF GOLD The Trust’s gold may be subject to loss, damage,

theft or restriction on access. There is a risk that part or all of the Trust’s gold

could be lost, damaged or stolen. Access to the Trust’s gold could also be restricted by natural events (such as an

earthquake) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations of the Trust

and, consequently, an investment in the Shares. The Trust’s lack of insurance protection and the Shareholders’

limited rights of legal recourse against the Trust, the Trustee, the Sponsor, the Custodian, the Zurich Sub-Custodian and any other

sub-custodian exposes the Trust and its Shareholders to the risk of loss of the Trust’s gold for which no person is

liable. The Trust does not insure its gold. The Custodian maintains

insurance with regard to its business on such terms and conditions as it considers appropriate in connection with its custodial

obligations and is responsible for all costs, fees and expenses arising from the insurance policy or policies. The Trust is not

a beneficiary of any such insurance and does not have the ability to dictate the existence, nature or amount of coverage. Therefore,

Shareholders cannot be assured that the Custodian maintains adequate insurance or any insurance with respect to the gold held

by the Custodian on behalf of the Trust. In addition, the Custodian and the Trustee do not require the Zurich Sub-Custodian or

any other direct or indirect sub-custodians to be insured or bonded with respect to their custodial activities or in respect of

the gold held by them on behalf of the Trust. Further, Shareholders’ recourse against the Trust, the Trustee and the

Sponsor under New York law, the Custodian, the Zurich Sub-Custodian and any other sub-custodian under English law, and any other

sub-custodian under the law governing their custody operations is limited. Consequently, a loss may be suffered with respect to

the Trust’s gold which is not covered by insurance and for which no person is liable in damages. 28 The Custodian’s limited liability under the Custody

Agreements and English 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

Agreements. Under the Custody Agreements between the Trustee and the Custodian which establish the Trust’s unallocated gold

account (“Unallocated Account”) and the Trust’s allocated gold account (“Allocated Account”),

the Custodian is only liable 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 lost or damaged at the time such negligence,

fraud or willful default is discovered by the Custodian provided the Custodian notifies the Trust and the Trustee promptly after

the discovery of the loss or damage. Under each Authorized Participant Unallocated Bullion Account Agreement (between the

Custodian and an Authorized Participant establishing an Authorized Participant Unallocated Account), the Custodian is not contractually

or otherwise liable for any losses suffered by any Authorized Participant or Shareholder that are not the direct result of its

own gross negligence, fraud or willful default in the performance of its duties under such agreement, and in no event will its

liability exceed the market value of the balance in the Authorized Participant Unallocated Account at the time such gross negligence,

fraud or willful default is discovered by the Custodian. For any Authorized Participant Unallocated Bullion Account Agreement between

an Authorized Participant and another gold clearing bank, the liability of the gold clearing bank to the Authorized Participant

may be greater or lesser than the Custodian’s liability to the Authorized Participant described in the preceding sentence,

depending on the terms of the agreement. In addition, the Custodian will not be liable for any delay in performance or any non-performance

of any of its obligations under the Allocated Account Agreement, the Unallocated Account Agreement or the Authorized Participant

Unallocated Bullion Account Agreement by reason of any cause beyond its reasonable control, including acts of God, war or

terrorism. As a result, the recourse of the Trustee or a Shareholder, under English law, is limited. Furthermore, under English

common law, the Custodian, the Zurich Sub-Custodian, or any other sub-custodian will not be liable for any delay in the performance

or any non-performance of its custodial obligations by reason of any cause beyond its reasonable control. The obligations of the Custodian, the Zurich Sub-Custodian

and any other sub-custodians are governed by English law, which may frustrate the Trust in attempting to seek legal redress against

the Custodian, the Zurich Sub-Custodian or any other sub-custodian concerning its gold. The obligations of the Custodian under the Custody Agreements

are, and the Authorized Participant Unallocated Bullion Account Agreements may be, governed by English law. The Custodian

has entered into arrangements with the Zurich Sub-Custodian and may enter into arrangements with any other sub-custodians

for the custody or temporary holding of the Trust’s gold, which arrangements may also be governed by English law. 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

English law (which, insofar as it relates to custody arrangements, is largely derived from court rulings rather than statute), LBMA