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

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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. 27 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. 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. 28 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. 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. 29 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

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. 27 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. 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. 28 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. 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. 29 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