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representing the amount of the gold held by the Trust evidenced by the Shares being redeemed. Fractions of a fine ounce of gold |
included in the redemption distribution smaller than 0.001 of a fine ounce are disregarded. Redemption distributions will be subject |
to the deduction of any applicable tax or other governmental charges which may be due. Delivery of redemption distribution The redemption distribution due from the Trust will be |
delivered to the Authorized Participant on the second business day following a loco Zurich redemption order date if, by 10:00 |
a.m. New York time on such second business day, the Trustee’s DTC account has been credited with the Baskets to be |
redeemed. The redemption distribution due from the Trust will be delivered to the Authorized Participant on or before the |
fifth business day following a loco London redemption order date if, by 10:00 a.m. New York time on the second business day |
after the loco London redemption order date, the Trustee’s DTC account has been credited with the Baskets to be |
redeemed. If a loco swap or physical transfer is necessary to effect a loco London or loco Zurich redemption, the redemption |
distribution due from the Trust will be delivered to the Authorized Participant on or before the fifth business day following |
such a loco London or loco Zurich redemption order date if, by 10:00 a.m. New York time on the second business day after the |
loco London or loco Zurich redemption order date, the Trustee’s DTC account has been credited with the Baskets to be |
redeemed. In the event that, by 10:00 a.m. New York time on the second business day following the order date of a redemption |
order, the Trustee’s DTC account has not been credited with the total number of Shares corresponding to the total |
number of Baskets to be redeemed pursuant to such redemption order, the Trustee shall send to the Authorized Participant and |
the Custodian via fax or electronic mail message notice of such fact and the Authorized Participant shall have two business |
days following receipt of such notice to correct such failure. If such failure is not cured within such two business day |
period, the Trustee (in consultation with the Sponsor) will cancel such redemption order and will send via fax or electronic |
mail message notice of such cancellation to the Authorized Participant and the Custodian, and the Authorized Participant will |
be solely responsible for all costs incurred by the Trust, the Trustee or the Custodian related to the cancelled order. The |
Trustee is also authorized to deliver the redemption distribution notwithstanding that the Baskets to be redeemed are not |
credited to the Trustee’s DTC account by 10:00 a.m. New York time on the second business day following the redemption |
order date if the Authorized Participant has collateralized its obligation to deliver the Baskets through DTC’s book |
entry system on such terms as the Sponsor and the Trustee may from time to time agree upon. 14 The Custodian transfers the redemption gold amount from the |
Trust Allocated Account to the Trust Unallocated Account and, thereafter, to the redeeming Authorized Participant’s Authorized |
Participant Unallocated Account. The Authorized Participant and the Trust are each at risk in respect of gold credited to their |
respective unallocated accounts in the event of the Custodian’s insolvency. See “Risk Factors—gold held in the |
Trust’s unallocated gold account and any Authorized Participant’s unallocated gold account is not segregated from the |
Custodian’s assets....” As with the allocation of gold to the Trust Allocated Account |
which occurs upon a purchase order, if in transferring gold from the Trust Allocated Account to the Trust Unallocated Account in |
connection with a redemption order there is an excess amount of gold transferred to the Trust Unallocated Account, the excess over |
the gold redemption amount will be held in the Trust Unallocated Account. The Custodian uses commercially reasonable efforts to |
minimize the amount of gold held in the Trust Unallocated Account; no more than 430 fine troy ounces of gold (maximum weight to make one |
London Good Delivery Bar) is expected to be held in the Trust Unallocated Account at the close of each business day. Suspension or rejection of redemption orders The Trustee may, in its discretion, and will when directed by |
the Sponsor, suspend the right of redemption, or postpone the redemption settlement date, (1) for any period during which the NYSE |
Arca is closed other than customary weekend or holiday closings, or trading on the NYSE Arca is suspended or restricted or (2) |
for any period during which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably |
practicable. None of the Sponsor, the Trustee or the Custodian are liable to any person or in any way for any loss or damages that |
may result from any such suspension or postponement. The Trustee will reject a redemption order if the order is |
not in proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in the opinion of |
its counsel, might be unlawful. Creation and Redemption Transaction Fee To compensate the Trustee for services in processing the creation |
and redemption of Baskets, an Authorized Participant is required to pay a transaction fee to the Trustee of $500 per order to create |
or redeem Baskets. An order may include multiple Baskets. The transaction fee may be reduced, increased or otherwise changed by |
the Trustee with the consent of the Sponsor. From time to time, the Trustee, with the consent of the sponsor, may waive all or a portion of the applicable transaction fee. The Trustee shall notify DTC of any agreement to change the transaction fee and will |
not implement any increase in the fee for the redemption of Baskets until 30 days after the date of the notice. 15 The Sponsor The Sponsor is a Delaware limited liability company. The Sponsor’s office is located at c/o Aberdeen |
Standard Investments ETFs Sponsor LLC, 712 Fifth Avenue, 49th Floor, New York, NY 10019. abrdn Inc. (known as Aberdeen |
Standard Investments Inc. prior to January 1, 2022), a Delaware corporation, is the sole member of the Sponsor. abrdn Inc. is |
a wholly-owned indirect subsidiary of abrdn plc, which together with its affiliates and subsidiaries, is collectively |
referred to as “abrdn.” Under the Delaware Limited Liability Company Act and the governing documents of the |
Sponsor, the sole member of the Sponsor, abrdn Inc., is not responsible for the debts, obligations and liabilities of the |
Sponsor solely by reason of being the sole member of the Sponsor. The Sponsor’s Role The Sponsor arranged for the creation of the Trust, the registration |
of the Shares for their public offering in the United States and the listing of the Shares on the NYSE Arca. 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 the 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 also paid the costs of the Trust’s organization and the initial sale of the Shares, including the applicable SEC |
registration fees. The Sponsor does not exercise day-to-day oversight over the |
Trustee or the Custodian. The Sponsor may remove the Trustee and appoint a successor Trustee (i) if the Trustee ceases to meet |
certain objective requirements (including the requirement that it have capital, surplus and undivided profits of at least $150 |
million), (ii) if, having received written notice of a material breach of its obligations under the Trust Agreement, the Trustee |
has not cured the breach within 30 days, or (iii) if the Trustee refuses to consent to the implementation of an amendment to the |
Trust’s initial Internal Control Over Financial Reporting. The Sponsor also has the right to replace the Trustee during the |
90 days following any merger, consolidation or conversion in which the Trustee is not the surviving entity or, in its discretion, |
on the fifth anniversary of the creation of the Trust or on any subsequent third anniversary thereafter. The Sponsor also has the |
right to approve any new or additional custodian that the Trustee may wish to appoint and any new or additional Zurich Sub-Custodian |
that the Custodian may wish to appoint. The Sponsor or one of its affiliates or agents (1) develops |
a marketing plan for the Trust on an ongoing basis, (2) prepares marketing 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, 2021, the Trustee was in compliance with these conditions. 16 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. 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 |
Subsets and Splits