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under Code section 401(a) (“Tax Qualified Account”) is treated as a taxable distribution from the account to the owner
of the IRA, or to the participant for whom the Tax Qualified Account is maintained, of an amount equal to the cost to the account
of acquiring the collectible. The term “collectible” is defined to include, with certain exceptions, “any metal
or gem”. The IRS has issued several private letter rulings to the effect that a purchase by an IRA, or by a participant-directed
account under a Code section 401(a) plan, of publicly-traded shares in a trust holding gold will not be treated
as resulting in a taxable distribution to the IRA owner or Tax Qualified Account participant under Code section 408(m). However
the private letter rulings provide that, if any of the Shares so purchased are distributed from the IRA or Tax Qualified Account
to the IRA owner or Tax Qualified Account participant, or if any gold is received by such IRA or Tax Qualified Account
upon the redemption of any of the Shares purchased by it, the Shares or gold so distributed will be subject
to federal income tax in the year of distribution, to the extent provided under the applicable provisions of Code sections 408(d),
408(m) or 402. Accordingly, potential IRA or Tax Qualified Account investors are urged to consult with their own professional
advisors concerning the treatment of an investment in Shares under Code section 408(m). 23 Item 1A. Risk Factors Shareholders should consider carefully the risks described below
before making an investment decision. Shareholders should also refer to the other information included in this report, including
the Trust’s financial statements and the related notes. RISKS RELATED TO GOLD The price of gold may be affected by the sale of ETVs tracking
the gold markets. To the extent existing exchange traded vehicles (“ETVs”)
tracking the gold markets represent a significant proportion of demand for physical gold bullion, large redemptions of the securities
of these ETVs could negatively affect physical gold bullion prices and the price and NAV of the Shares. Crises may motivate large-scale sales of gold which could
decrease the price of gold and adversely affect an investment in the Shares. The possibility of large-scale distress sales of gold in times
of crisis may have a short-term negative impact on the price of gold and adversely affect an investment in the Shares. For example,
the 2008 financial credit crisis resulted in significantly depressed prices of gold largely due to forced sales and deleveraging
from institutional investors such as hedge funds and pension funds. Crises in the future may impair gold’s price performance
which would, in turn, adversely affect an investment in the Shares. Several factors may have the effect of causing a decline
in the prices of gold and a corresponding decline in the price of Shares. Among them: ● A significant increase in gold hedging activity by
gold producers. Should there be an increase in the level of hedge activity of gold producing companies, it could cause a decline
in world gold prices, adversely affecting the price of the Shares. ● A significant change in the attitude of speculators,
investors and central banks towards gold. Should the speculative community take a negative view towards gold or central banking
authorities determine to sell national gold reserves, either event could cause a decline in world gold prices, negatively impacting
the price of the Shares. ● A widening of interest rate differentials between the
cost of money and the cost of gold could negatively affect the price of gold which, in turn, could negatively affect the price
of the Shares. ● A combination of rising money interest rates and a
continuation of the current low cost of borrowing gold could improve the economics of selling gold forward. This could result
in an increase in hedging by gold mining companies and short selling by speculative interests, which would negatively affect the
price of gold. Under such circumstances, the price of the Shares would be similarly affected. 24 The value of the Shares relates directly to the value of
the gold held by the Trust and fluctuations in the price of gold could materially adversely affect an investment in the Shares. The Shares are designed to mirror as closely as possible the
performance of the price of gold bullion, and the value of the Shares relates directly to the value of the gold held by the Trust,
less the Trust’s liabilities (including estimated accrued but unpaid expenses). The price of gold has fluctuated widely over
the past several years. Several factors may affect the price of gold, includin ● Global gold supply and demand, which is influenced by
such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank
purchases and sales, and production and cost levels in major gold-producing countries such as China, Australia, Russia and
the United States; ● Investors’ expectations with respect to the rate
of inflation; ● Currency exchange rates; ● Interest rates; ● Investment and trading activities of hedge funds and
commodity funds; and ● Global or regional political, economic or financial events
and situations. ● A significant change in investor interest, including in response to online campaigns
or other activities specifically targeting investments in gold. In addition, investors should be aware
that there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event
that the price of gold declines, the Sponsor expects the value of an investment in the Shares to decline proportionately. RISKS RELATED TO THE SHARES The sale of the Trust’s gold to pay expenses
not assumed by the Sponsor at a time of low gold prices could adversely affect the value of the Shares. The Trustee sells gold held by the Trust to pay
Trust expenses not assumed by the Sponsor on an as-needed basis irrespective of then-current gold prices. The Trust is not actively
managed and no attempt will be made to buy or sell gold to protect against or to take advantage of fluctuations in the price of
gold. Consequently, the Trust’s gold may be sold at a time when the gold price is low, resulting in a negative effect on
the value of the Shares. The value of the Shares will be adversely affected
if the Trust is required to indemnify the Sponsor or the Trustee under the Trust Agreement. Under the Trust Agreement, each of the Sponsor and
the Trustee has a right to be indemnified from the Trust for any liability or expense it incurs without gross negligence, bad faith,
willful misconduct, willful malfeasance or reckless disregard on its part. That means the Sponsor or the Trustee may require the
assets of the Trust to be sold in order to cover losses or liability suffered by it. Any sale of that kind would reduce the NAV
of the Trust and the value of the Shares. The Shares may trade at a price which is at,
above or below the NAV per Share and any discount or premium in the trading price relative to the NAV per Share may widen as a
result of non-concurrent trading hours between the NYSE Arca and London, Zurich and COMEX. The Shares may trade at, above or below the NAV
per Share. The NAV per Share fluctuates with changes in the market value of the Trust’s assets. The trading price of the
Shares fluctuates in accordance with changes in the NAV per Share as well as market supply and demand. 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 and the major gold markets. While the Shares trade on the NYSE Arca until 4:00 p.m. New York time, liquidity in the market
for gold is reduced after the close of the major world gold markets, including London, Zurich and the COMEX. As a result, during
this time, trading spreads, and the resulting premium or discount on the Shares, may widen. A possible “short squeeze” due to a sudden
increase in demand of Shares that largely exceeds supply may lead to price volatility in the Shares. Investors may purchase Shares to hedge existing gold
exposure or to speculate on the price of gold. Speculation on the price of gold may involve long and short exposures. To the extent
aggregate short exposure exceeds the number of Shares available for purchase (for example, in the event that large redemption requests
by Authorized Participants dramatically affect Share liquidity), investors with short exposure may have to pay a premium to repurchase
Shares for delivery to Share lenders. Those repurchases may in turn, dramatically increase the price of the Shares until additional
Shares are created through the creation process. This is often referred to as a “short squeeze.” A short squeeze could
lead to volatile price movements in Shares that are not directly correlated to the price of gold. 25 Purchasing activity in the gold market
associated with the purchase of Baskets from the Trust may cause a temporary increase in the price of gold. This increase may adversely
affect an investment in the Shares. Purchasing activity associated with acquiring
the gold required for deposit into the Trust in connection with the creation of Baskets may temporarily increase the market price
of gold, which will result in higher prices for the Shares. Temporary increases in the market price of gold may also occur as a
result of the purchasing activity of other market participants. Other gold market participants may attempt to benefit from an increase
in the market price of gold that may result from increased purchasing activity of gold connected with the issuance of Baskets. Consequently,
the market price of gold may decline immediately after Baskets are created. If the price of gold declines, the trading price
of the Shares may also decline. The Shares and their value could decrease
if unanticipated operational or trading problems arise. There may be unanticipated problems or
issues with respect to the mechanics of the Trust’s operations and the trading of the Shares that could have a material adverse
effect on an investment in the Shares. In addition, although the Trust is not actively “managed” by traditional methods,
to the extent that unanticipated operational or trading problems or issues arise, the Sponsor’s past experience and qualifications
may not be suitable for solving these problems or issues. Discrepancies, disruptions or unreliability
of the LBMA PM Gold Price could impact the value of the Trust’s gold and the market price of the Shares. The Trustee values the Trust’s gold pursuant to the LBMA
PM Gold Price. In the event that the LBMA PM Gold Price proves to be an inaccurate benchmark, or the LBMA PM Gold Price varies
materially from the prices determined by other mechanisms for valuing gold, the value of the Trust’s gold and the market
price of the Shares could be adversely impacted. Any future developments in the LBMA PM Gold Price, to the extent it has a material
impact on the LBMA PM Gold Price, could adversely impact the value of the Trust’s gold and the market price of the Shares.
It is possible that electronic failures or other unanticipated events may occur that could result in delays in the announcement
of, or the inability of the benchmark to produce, the LBMA PM Gold Price on any given date. Furthermore, any actual or perceived
disruptions that result in the perception that the LBMA PM Gold Price is vulnerable to actual or attempted manipulation could adversely
affect the behavior of market participants, which may have an effect on the price of gold. If the LBMA PM Gold Price is unreliable
for any reason, the price of gold and the market price for the Shares may decline or be subject to greater volatility. If the process of creation and redemption
of Baskets encounters any unanticipated difficulties, the possibility for arbitrage transactions intended to keep the price of
the Shares closely linked to the price of gold may not exist and, as a result, the price of the Shares may fall. If the processes of creation and redemption of Shares (which
depend on timely transfers of gold to and by the Custodian) encounter any unanticipated difficulties, potential market participants
who would otherwise be willing to purchase or redeem Baskets to take advantage of any arbitrage opportunity arising from discrepancies
between the price of the Shares and the price of the underlying gold may not take the risk that, as a result of those difficulties,
they may not be able to realize the profit they expect. If this is the case, the liquidity of Shares may decline and the price