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

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materials regarding the Shares, including the content of the Trust’s website and (3) executes the marketing plan for the
Trust. The
Trustee The
Bank of New York Mellon, a banking corporation organized under the laws of the State of New York with trust powers (“BNYM”),
serves as the Trustee. BNYM has a trust office at 2 Hanson Place, Brooklyn, New York 11217. BNYM is subject to supervision by
the New York State Financial Services Department and the Board of Governors of the Federal Reserve System. Information regarding
creation and redemption Basket composition, NAV of the Trust, transaction fees and the names of the parties that have each executed
an Authorized Participant Agreement may be obtained from BNYM. A copy of the Trust Agreement is available for inspection at BNYM’s
trust office identified above. Under the Trust Agreement, the Trustee is required to have capital, surplus and undivided profits
of at least $150 million. As of December 31, 2022, the Trustee was in compliance with these conditions. The
Trustee’s Role The
Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust’s operational
records. The Trustee’s principal responsibilities include (1) transferring the Trust’s gold as needed to pay the
Sponsor’s Fee in gold (gold transfers are expected to occur approximately monthly in the ordinary course), (2) valuing
the Trust’s gold and calculating the NAV of the Trust and the NAV per Share, (3) receiving and processing orders from
Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Custodian and DTC,
(4) selling the Trust’s gold as needed to pay any extraordinary Trust expenses that are not assumed by the Sponsor,
(5) when appropriate, making distributions of cash or other property to Shareholders, and (6) receiving and reviewing reports
from or on the Custodian’s custody of and transactions in the Trust’s gold. The Trustee shall, with respect to directing
the Custodian, act in accordance with the instructions of the Sponsor. If the Custodian resigns, the Trustee shall appoint an
additional or replacement Custodian selected by the Sponsor. The
Trustee intends to regularly communicate with the Sponsor to monitor the overall performance of the Trust. The Trustee does not
monitor the performance of the Custodian, the Zurich Sub-Custodian, or any other sub-custodian other than to review the reports
provided by the Custodian pursuant to the Custody Agreements. The Trustee, along with the Sponsor, will liaise with the Trust’s
legal, accounting and other professional service providers as needed. The Trustee will assist and support the Sponsor with the
preparation of all periodic reports required to be filed with the SEC on behalf of the Trust. The
Trustee’s monthly fees and out-of-pocket expenses are paid by the Sponsor. 17 Affiliates
of the Trustee 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. Affiliates of the Trustee
are subject to the same transaction fee as other Authorized Participants. The
Custodian JPMorgan
Chase Bank, N.A. (“JPMorgan”) serves as the Custodian of the Trust’s gold. JPMorgan is a national banking association
organized under the laws of the United States of America. JPMorgan is subject to supervision by the Federal Reserve Bank of New
York and the Federal Deposit Insurance Corporation. JPMorgan’s London office is regulated by the FCA and is located at 25
Bank Street, London, Canary Wharf, E14 5JP, United Kingdom. JPMorgan is a subsidiary of JPMorgan Chase & Co. While the United
Kingdom operations of the Custodian are regulated by the FCA, the custodial services provided by the Custodian and any sub-custodian,
including the Zurich Sub-Custodian under the Custody Agreements, are presently not a regulated activity subject to the supervision
and rules of the FCA. As of the date of the Custody Agreements, the Zurich Sub-Custodian selected by the Custodian was UBS AG,
which is located at 45 Bahnhofstrasse, 8001 Zurich, Switzerland. The
Custodian’s Role The
Custodian is responsible for the safekeeping of the Trust’s gold deposited with it by Authorized Participants in connection
with the creation of Baskets. The Custodian is also responsible 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. 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 Bureau Veritas Commodities UK Ltd, a leading commodity inspection and testing company retained
by the Sponsor, as of June 30, 2022 and December 31, 2022. 18 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. 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. 19 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

materials regarding the Shares, including the content of the Trust’s website and (3) executes the marketing plan for the

Trust. The

Trustee The

Bank of New York Mellon, a banking corporation organized under the laws of the State of New York with trust powers (“BNYM”),

serves as the Trustee. BNYM has a trust office at 2 Hanson Place, Brooklyn, New York 11217. BNYM is subject to supervision by

the New York State Financial Services Department and the Board of Governors of the Federal Reserve System. Information regarding

creation and redemption Basket composition, NAV of the Trust, transaction fees and the names of the parties that have each executed

an Authorized Participant Agreement may be obtained from BNYM. A copy of the Trust Agreement is available for inspection at BNYM’s

trust office identified above. Under the Trust Agreement, the Trustee is required to have capital, surplus and undivided profits

of at least $150 million. As of December 31, 2022, the Trustee was in compliance with these conditions. The

Trustee’s Role The

Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust’s operational

records. The Trustee’s principal responsibilities include (1) transferring the Trust’s gold as needed to pay the

Sponsor’s Fee in gold (gold transfers are expected to occur approximately monthly in the ordinary course), (2) valuing

the Trust’s gold and calculating the NAV of the Trust and the NAV per Share, (3) receiving and processing orders from

Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Custodian and DTC,

(4) selling the Trust’s gold as needed to pay any extraordinary Trust expenses that are not assumed by the Sponsor,

(5) when appropriate, making distributions of cash or other property to Shareholders, and (6) receiving and reviewing reports

from or on the Custodian’s custody of and transactions in the Trust’s gold. The Trustee shall, with respect to directing

the Custodian, act in accordance with the instructions of the Sponsor. If the Custodian resigns, the Trustee shall appoint an

additional or replacement Custodian selected by the Sponsor. The

Trustee intends to regularly communicate with the Sponsor to monitor the overall performance of the Trust. The Trustee does not

monitor the performance of the Custodian, the Zurich Sub-Custodian, or any other sub-custodian other than to review the reports

provided by the Custodian pursuant to the Custody Agreements. The Trustee, along with the Sponsor, will liaise with the Trust’s

legal, accounting and other professional service providers as needed. The Trustee will assist and support the Sponsor with the

preparation of all periodic reports required to be filed with the SEC on behalf of the Trust. The

Trustee’s monthly fees and out-of-pocket expenses are paid by the Sponsor. 17 Affiliates

of the Trustee 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. Affiliates of the Trustee

are subject to the same transaction fee as other Authorized Participants. The

Custodian JPMorgan

Chase Bank, N.A. (“JPMorgan”) serves as the Custodian of the Trust’s gold. JPMorgan is a national banking association

organized under the laws of the United States of America. JPMorgan is subject to supervision by the Federal Reserve Bank of New

York and the Federal Deposit Insurance Corporation. JPMorgan’s London office is regulated by the FCA and is located at 25

Bank Street, London, Canary Wharf, E14 5JP, United Kingdom. JPMorgan is a subsidiary of JPMorgan Chase & Co. While the United

Kingdom operations of the Custodian are regulated by the FCA, the custodial services provided by the Custodian and any sub-custodian,

including the Zurich Sub-Custodian under the Custody Agreements, are presently not a regulated activity subject to the supervision

and rules of the FCA. As of the date of the Custody Agreements, the Zurich Sub-Custodian selected by the Custodian was UBS AG,

which is located at 45 Bahnhofstrasse, 8001 Zurich, Switzerland. The

Custodian’s Role The

Custodian is responsible for the safekeeping of the Trust’s gold deposited with it by Authorized Participants in connection

with the creation of Baskets. The Custodian is also responsible 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. 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 Bureau Veritas Commodities UK Ltd, a leading commodity inspection and testing company retained

by the Sponsor, as of June 30, 2022 and December 31, 2022. 18 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. 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. 19 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