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

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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. 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). 9 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. 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. 10 The
Sponsor’s Fee for the year ended December 31, 2022 was $4,232,956 (December 31, 2021: $4,122,059; December 31, 2020: $3,640,527). 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. 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. 11 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

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. 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). 9 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. 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. 10 The

Sponsor’s Fee for the year ended December 31, 2022 was $4,232,956 (December 31, 2021: $4,122,059; December 31, 2020: $3,640,527). 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. 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. 11 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