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There are currently 15 direct gold participants (Bank of China, Citibank N.A. London Branch, Coins ‘N
Things, Inc., DRW Investments, LLC, Goldman Sachs, HSBC Bank USA NA, Industrial and Commercial Bank of China (ICBC), StoneX Financial
Ltd., Jane Street Global Trading, LLC, JPMorgan Chase Bank, N.A. London Branch, Koch Supply and Trading LP, Marex, Morgan Stanley,
Standard Chartered Bank and Toronto-Dominion Bank), and IBA uses ICE’s front-end system, WebICE, as the technology platform
that allows direct participants as well as sponsored clients to manage their orders in the auction in real time via their own
screens. 6 The
IBA auction process begins with a notice of an auction round issued to gold participants before the commencement of the auction
round stating a gold price in U.S. Dollars, at which the auction round will be conducted. An auction round lasts 30 seconds. Gold
participants electronically place bid and offer orders at the round’s stated price and indicate whether the orders are for
their own account or for the account of clients. Aggregate bid and offer volume will be shown live on WebICE, providing a level
playing field for all participants. At
the end of the auction round, the IBA system evaluates the equilibrium of the bid and offer orders submitted. If bid and offer
orders indicate an imbalance outside of acceptable tolerances established for the IBA system (normally 10,000 oz) (e.g., too many
purchase orders submitted compared to sell orders or vice versa), the auction chairman calculates a new auction round price principally
based on the volume weighting of bid and offer orders submitted in the immediately completed auction round. For instance, if the
order imbalance indicates that purchase orders (bids) outweigh sales orders (offers) then a new auction round price will be issued
that will be increased over that used in the prior auction round. Likewise, the new auction round price will be decreased from
the prior round’s price if offers outweigh bids. To clear the imbalance, the IBA system then issues another notice of auction
round to gold participants at the newly calculated price. During this next 30 second auction round, gold participants again submit
orders, and after it ends, the IBA system evaluates for order imbalances. If order imbalances persist, a new auction price is
calculated and a further auction round will occur. This auction round process continues until an equilibrium within specified
tolerances is determined to exist. Once the IBA system determines that orders are in equilibrium within system tolerances, the
auction process ends and the equilibrium auction round price becomes the LBMA PM Gold Price. The
LBMA PM Gold Price and all bid and offer order information for all auction rounds become publicly available electronically via
IBA instantly after the conclusion of the equilibrium auction. Since April 1, 2015, the LBMA Gold Price has been regulated
by the Financial Conduct Authority (“FCA”) in the United Kingdom (“UK”). IBA also has an Oversight Committee,
made up of market participants, industry bodies, direct participant representatives, infrastructure providers and IBA. The Oversight
Committee allows the LBMA to continue to have significant involvement in the oversight of the auction process, including, among
other matters, changes to the methodology and accreditation of direct participants. Additionally, IBA watches over the price discovery
process for the LBMA Gold Price and ensures that it meets the International Organization of Securities Commission’s
(IOSCO) Principles for Financial Benchmarks, (the “IOSCO Principles”). The
LBMA PM Gold Price is widely viewed as a full and fair representation of all or material market interest at the conclusion of
the equilibrium auction. IBA’s LBMA PM Gold Price electronic auction methodology is similar to the non-electronic process
previously used to establish the London gold fix where the London gold fix process adjusted the gold price up or down until all
the buy and sell orders are matched, at which time the price was declared fixed. Nevertheless, the LBMA PM Gold Price has several
advantages over the previous London gold fix. The LBMA PM Gold Price auction process is fully transparent in real time to the
gold participants and, at the close of each equilibrium auction, to the general public. The
LBMA PM Gold Price auction process is also fully auditable by third parties since an audit trail exists from the time of each
notice of an auction round. Moreover, the LBMA PM Gold Price’s audit trail and active, real time surveillance of the auction
process by IBA as well as FCA’s oversight of IBA, deters manipulative and abusive conduct in establishing each day’s
LBMA PM Gold Price. Since
March 20, 2015, the Sponsor determined that the London gold fix, which ceased to be published as of March 19, 2015, could no longer
serve as a basis for valuing gold bullion received upon purchase of the Trust’s Shares, delivered upon redemption of the
Trust’s Shares and otherwise held by the Trust on a daily basis, and that the LBMA PM Gold Price is an appropriate alternative
for determining the value of the Trust’s gold each trading day. The Sponsor also determined that the LBMA PM Gold Price
fairly represents the commercial value of gold bullion held by the Trust and the “Benchmark Price” (as defined in
Trust Agreement) as of any day is the LBMA PM Gold Price for such day. 7 The
Zurich Gold Bullion Market After
London, the second principal center for spot or physical gold trading is Zurich. For eight hours a day, trading occurs simultaneously
in London and Zurich—with Zurich normally opening and closing an hour earlier than London. During these hours, Zurich closely
rivals London in its influence over the spot price because of the importance of the three major Swiss banks—Credit Suisse,
Swiss Bank Corporation, and Union Bank of Switzerland (UBS)—in the physical gold market. Each of these banks has long maintained
its own refinery, often taking physical delivery of gold and processing it for other regional markets. The loco Zurich bullion
specification is the same as for the London bullion market, which allows for gold physically located in Zurich to be quoted loco
London and vice versa. Futures
Exchanges The
most significant gold futures exchanges are the COMEX, a designated contract market within the CME Group, and the Tokyo Commodity Exchange (“TOCOM”). The COMEX is
the largest exchange in the world for trading precious metals futures and options and has been trading gold since 1974. The TOCOM
has been trading gold since 1982. Trading on these exchanges is based on fixed delivery dates and transaction sizes for the futures
and options contracts traded. Trading costs are negotiable. As a matter of practice, only a small percentage of the futures market
turnover ever comes to physical delivery of the gold represented by the contracts traded. Both exchanges permit trading on margin.
Margin trading can add to the speculative risk involved given the potential for margin calls if the price moves against the contract
holder. The COMEX trades gold futures almost continuously (with one short break in the evening) through its CME Globex electronic
trading system and clears through its central clearing system. On June 6, 2003, TOCOM adopted a similar clearing system. In each
case, the exchange acts as a counterparty for each member for clearing purposes. Other
Exchanges There
are other gold exchange markets, such as the Istanbul Gold Exchange (trading gold since 1995), the Shanghai Gold Exchange (trading
gold since 2002), the Hong Kong Chinese Gold & Silver Exchange Society (trading gold since 1918) and the Singapore Mercantile
Exchange (trading gold since 2010). Market
Regulation The
global gold markets are overseen and regulated by both governmental and self-regulatory organizations. In addition, certain
trade associations have established rules and protocols for market practices and participants. In the United Kingdom, responsibility
for the regulation of the financial market participants, including the major participating members of the LBMA, falls under
the authority of the FCA as provided by the Financial Services and Markets Act 2000 (“FSM Act”). Under this act,
all UK-based banks, together with other investment firms, are subject to a range of requirements, including fitness and properness,
capital adequacy, liquidity, and systems and controls. The
FCA is responsible for regulating investment products, including derivatives, and those who deal in investment products. Regulation
of spot, commercial forwards, and deposits of gold not covered by the FSM Act is provided for by The London Code of Conduct
for Non-Investment Products, which was established by market participants in conjunction with the Bank of England. 8 The
TOCOM has authority to perform financial and operational surveillance on its members’ trading activities, scrutinize positions
held by members and large-scale customers, and monitor the price movements of futures markets by comparing them with cash and
other derivative markets’ prices. To act as a Futures Commission Merchant Broker on the TOCOM, a broker must obtain a license
from Japan’s Ministry of Economy, Trade and Industry (“METI”), the regulatory authority that oversees the operations
of the TOCOM. The
CFTC regulates trading in commodity contracts, such as futures, options and swaps. In addition, under the CEA, the CFTC has jurisdiction
to prosecute manipulation and fraud in any commodity (including precious metals) traded in interstate commerce as spot as well
as deliverable forwards. The CFTC is the exclusive regulator of U.S. commodity exchanges and clearing houses. Secondary
Market Trading While
the Trust’s investment objective is for the Shares to reflect the performance of gold bullion, less the expenses of the
Trust, the Shares may trade in the secondary market on 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