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<P STYLE="margin-top: 0; text-align: center; margin-bottom: 0"><B>As filed with the Securities and Exchange Commission on June
11, 2019</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right; text-indent: 0.5in"><B>Registration No. 333-</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
WASHINGTON, D.C. 20549</P>

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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">FORM S-1</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">REGISTRATION STATEMENT<BR>
UNDER THE SECURITIES ACT OF 1933</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><FONT STYLE="font-size: 12pt">PERTH
MINT PHYSICAL GOLD ETF</FONT><BR>
<FONT STYLE="font-size: 10pt">SPONSORED BY GOLD CORPORATION AND EXCHANGE TRADED CONCEPTS, LLC</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(Exact name of Registrant as specified in
its charter)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 32%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center; border-bottom: Black 1.5pt solid"><FONT STYLE="font-size: 10pt"><B>New York</B></FONT></TD>
    <TD STYLE="width: 2%; padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="width: 32%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center; border-bottom: Black 1.5pt solid"><FONT STYLE="font-size: 10pt"><B>1040</B></FONT></TD>
    <TD STYLE="width: 2%; padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="width: 32%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center; border-bottom: Black 1.5pt solid"><FONT STYLE="font-size: 10pt"><B>61-1848163</B></FONT></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">(State or other jurisdiction of</FONT><BR>
<FONT STYLE="font-size: 10pt">Incorporation or organization)</FONT></TD>
    <TD>&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">(Primary Standard Industrial</FONT><BR>
<FONT STYLE="font-size: 10pt">Classification Code Number)</FONT></TD>
    <TD>&nbsp;</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center"><FONT STYLE="font-size: 10pt">(I.R.S. Employer</FONT><BR>
<FONT STYLE="font-size: 10pt">Identification No.)</FONT></TD></TR>
</TABLE>
<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">2 Hanson Place</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">Brooklyn, New
York 11217</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(718) 315-5013</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(Address, including zip code, and telephone
number, including area code, of Registrant&rsquo;s principal executive offices)</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>&nbsp;</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>Exchange Traded Concepts, LLC</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>10900 Hefner
Point Drive, Suite 207</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>Oklahoma
City, OK 73120</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>(405) 778-8377</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">(Name, address, including zip code, and
telephone number, including area code, of agent for service)</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>&nbsp;</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>Copies to:</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>Christopher
D. Menconi, Esq.</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>David A.
Sirignano, Esq.</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>Morgan, Lewis
&amp; Bockius LLP</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>1111 Pennsylvania
Avenue, NW</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>Washington,
DC 20004</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><I>(202) 739-3000</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Approximate date of commencement of proposed
sale to the public: As soon as practicable after this registration statement becomes effective.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box: <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9746;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of &ldquo;large accelerated filer,&rdquo; &ldquo;accelerated filer,&rdquo; &ldquo;smaller reporting
company&rdquo; and &ldquo;emerging growth company&rdquo; in Rule 12b-2 of the Exchange Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; text-align: justify"><FONT STYLE="font-size: 10pt">Large accelerated filer <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT></FONT></TD>
    <TD STYLE="width: 50%; text-align: right"><FONT STYLE="font-size: 10pt">Accelerated filer <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9744;</FONT></FONT></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Non-accelerated filer <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9746;</FONT></FONT></TD>
    <TD STYLE="text-align: right"><FONT STYLE="font-size: 10pt">Smaller reporting company <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9746;</FONT></FONT></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Emerging growth company <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9746;</FONT></FONT></TD>
    <TD STYLE="text-align: right">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. <FONT STYLE="font-family: Times New Roman, Times, Serif">&#9746;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B>&nbsp;</B></P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center; background-color: white"><B>CALCULATION
OF REGISTRATION FEE</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif">
<TR STYLE="vertical-align: bottom">
    <TD STYLE="text-align: left; border-bottom: Black 1.5pt solid"><B>Title of each class of securities<BR> to be registered</B></TD><TD STYLE="padding-bottom: 1.5pt"><B>&nbsp;</B></TD>
    <TD COLSPAN="2" STYLE="text-align: center; border-bottom: Black 1.5pt solid"><B>Amount to be<BR> registered</B></TD><TD STYLE="padding-bottom: 1.5pt"><B>&nbsp;</B></TD><TD STYLE="padding-bottom: 1.5pt"><B>&nbsp;</B></TD>
    <TD COLSPAN="2" STYLE="text-align: center; border-bottom: Black 1.5pt solid"><B>Proposed<BR> maximum aggregate<BR> price per
    share</B></TD><TD STYLE="padding-bottom: 1.5pt"><B>&nbsp;</B></TD><TD STYLE="padding-bottom: 1.5pt"><B>&nbsp;</B></TD>
    <TD COLSPAN="2" STYLE="text-align: center; border-bottom: Black 1.5pt solid"><B>Proposed<BR> maximum aggregate<BR> offering
    price</B></TD><TD STYLE="padding-bottom: 1.5pt"><B>&nbsp;</B></TD><TD STYLE="padding-bottom: 1.5pt"><B>&nbsp;</B></TD>
    <TD COLSPAN="2" STYLE="text-align: center; border-bottom: Black 1.5pt solid"><B>Amount of<BR> registration<BR> fee</B></TD><TD STYLE="padding-bottom: 1.5pt"><B>&nbsp;</B></TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="width: 40%; text-align: left; text-indent: -10pt; padding-left: 10pt">Perth Mint Physical Gold ETF Shares</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 12%; text-align: right">25,000,000</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">$</TD><TD STYLE="width: 12%; text-align: right">13.36</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">$</TD><TD STYLE="width: 12%; text-align: right">334,000,000</TD><TD STYLE="width: 1%; text-align: left"><SUP>(1)</SUP></TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">$</TD><TD STYLE="width: 12%; text-align: right">40,480.80</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD></TR>
</TABLE>



<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in; text-align: left"><FONT STYLE="font-size: 10pt">(1)</FONT></TD><TD STYLE="text-align: justify"><FONT STYLE="font-size: 10pt">Estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of the average
of the high and the low prices ($13.33 and $13.38, respectively) of the Perth Mint Physical Gold ETF Shares as reported on June
6, 2019 by the NYSE Arca.</FONT></TD>
</TR></TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white; text-align: justify">Pursuant to Rule 429(a) under the Securities
Act, the prospectus (&ldquo;Prospectus&rdquo;) included in this Registration Statement on Form S-1 (this &ldquo;Registration Statement&rdquo;)
is a combined prospectus and also relates to an aggregate of 7,986,645 shares registered and remaining unsold as of June&nbsp;10, 2019
under the registrant&rsquo;s registration statement on Form S-1 (No. 333-224389), as amended (the &ldquo;Prior Registration Statement&rdquo;),
which became effective on August 3, 2018. Pursuant to Rule 429(b), this Registration Statement, upon effectiveness, also constitutes
a post-effective amendment to the Prior Registration Statement, which post-effective amendment shall hereafter become effective
concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; background-color: white">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said section 8(a), may determine.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; color: red; text-align: justify"><B>The information in this preliminary prospectus is not complete
and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission
is effective. This preliminary prospectus is not an offer to sell these securities and the Sponsors and the Trust are not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 33%; font-size: 10pt"><FONT STYLE="color: red">PRELIMINARY PROSPECTUS</FONT></TD>
    <TD STYLE="width: 34%; font-size: 10pt; text-align: center"><FONT STYLE="color: red">Subject to Completion</FONT></TD>
    <TD STYLE="width: 33%; font-size: 10pt; text-align: right"><FONT STYLE="color: red">June 11, 2019</FONT></TD></TR>
</TABLE>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">32,986,645 Perth Mint Physical Gold
ETF Shares</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">PERTH MINT PHYSICAL GOLD ETF</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Perth Mint Physical Gold ETF (the &ldquo;Trust&rdquo;)
issues Perth Mint Physical Gold ETF Shares (the &ldquo;shares&rdquo;), which represent units of fractional undivided beneficial
interest in the Trust. The Trust&rsquo;s primary objective is to provide investors with an opportunity to invest in gold through
its shares, and have the gold securely stored by Gold Corporation, who serves as the Custodian and Custodial Sponsor. Another objective
of the Trust is for the shares to reflect the performance of the price of gold less the expenses of the Trust&rsquo;s operations.
The Trust is not actively managed. Gold Corporation, as the Custodial Sponsor, and Exchange Traded Concepts, LLC, as the Administrative
Sponsor (together with Custodial Sponsor, the &ldquo;Sponsors&rdquo;), are the Trust&rsquo;s sponsors. Gold Corporation also serves
as the Custodian of the Trust&rsquo;s gold bullion, and The Bank of New York Mellon is the trustee of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Gold Corporation, trading as The Perth
Mint, is a Western Australian Government owned statutory body corporate established under the Gold Corporation Act 1987 (Western
Australia) (the &ldquo;Gold Corporation Act&rdquo;). Under Section 22 of the Gold Corporation Act, the payment of the cash equivalent
of gold due, payable and deliverable by Gold Corporation under the Gold Corporation Act (including gold held by Gold Corporation
for the benefit of the Trust) is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in right
of the State of Western Australia (the &ldquo;Government Guarantee&rdquo;). The Government Guarantee is subject to the claims-paying
ability of the Government of Western Australia. See &ldquo;Risk Factors&mdash;Gold owned by the Trust may be subject to loss, damage,
theft or restriction on access.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Physical gold that the Trust holds includes
London Bars and other gold products having a gold purity of at least 99.5% (including but not limited to coins, cast bars and minted
bars). Shares are issued by the Trust in blocks of at least 25,000 shares called &ldquo;Baskets&rdquo; in exchange for gold
from certain registered broker-dealers or other securities market participants (&ldquo;Authorized Participants&rdquo;), which is
then allocated as Physical Gold and safely stored by the Custodian. The Trust issues and redeems Baskets on an ongoing basis at
Net Asset Value to Authorized Participants who have entered into a contract with the Administrative Sponsor and the Trustee. Investors,
at their option, may request to take delivery of Physical Gold in exchange for their shares by submitting their shares to Gold
Corporation in exchange for Physical Gold. See &ldquo;Taking Delivery of Physical Gold.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Shares will be offered to the public from
time to time at prices that will reflect, among other things, the price of gold and the trading price of the shares on the NYSE
Arca at the time of the offer. Prior to this offering, there has been no public market for the shares. The shares trade on the
NYSE Arca under the symbol &ldquo;AAAU.&rdquo; The market price of the shares may be different from the Net Asset Value per share.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Investing in the shares involves risks.
See &ldquo;Risk Factors&rdquo; starting on page 16.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of the securities offered in this prospectus (the &ldquo;Prospectus&rdquo;),
or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>The Trust is an &ldquo;emerging growth
company&rdquo; as that term is used in the Jumpstart Our Business Startups Act (the &ldquo;JOBS Act&rdquo;).</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The shares are neither interests in nor
obligations of either of the Sponsors or the Trustee. The shares are not insured by the Federal Deposit Insurance Corporation or
any other governmental agency. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended,
and is not required to register under such act. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of
1936, as amended, and neither of the Sponsors nor the Trustee is subject to regulation by the Commodity Futures Trading Commission
as a commodity pool operator or a commodity trading advisor under the Commodity Exchange Act in connection with the shares. See
&ldquo;Risk Factors&mdash;Investors will not have the protections normally associated with ownership of shares in an investment
company registered under the 1940 Act or the protections afforded by the Commodity Exchange Act.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This prospectus may also be used by an
affiliate of our Custodian Sponsor, Gold Corporation or any of its affiliates (which we collectively refer to as &ldquo;Gold Corporation&rdquo;)
that may from time to time purchase or sell shares as part of its gold price hedging activities relating to its wider business
activities. Gold Corporation purchases gold from mining companies and sells physical products to investors and may buy or sell
the shares as a method to mitigate its price risk exposure to gold in those gold-related market-making activities. These transactions
in the shares will occur solely in the open market. Gold Corporation will not receive compensation in the form of discounts and
commissions. See &ldquo;Plan of Distribution&mdash;Sales by Gold Corporation.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">As of June 10, 2019,
there were 8,300,000 Perth Mint ETF Shares outstanding.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">The date of this Prospectus is June &nbsp;&nbsp;&nbsp;&nbsp;, 2019.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">TABLE OF CONTENTS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right; text-indent: 0.5in"></P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR>
    <TD STYLE="vertical-align: top; width: 90%; text-align: right">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; width: 10%; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><B>Page</B></FONT></TD></TR>
<TR>
    <TD STYLE="vertical-align: top; text-align: right">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><A HREF="#a_001">STATEMENT REGARDING FORWARD-LOOKING STATEMENTS</A></FONT></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">ii</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_002"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">PROSPECTUS SUMMARY</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">1</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_003"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">THE OFFERING</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">8</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><A HREF="#a_004">RISK FACTORS</A></FONT></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">16</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_005"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">USE OF PROCEEDS</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">28</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_006"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">THE GOLD INDUSTRY</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">29</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_007"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">THE PERTH MINT</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">34</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_008"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">BUSINESS OF THE TRUST</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">35</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_009"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">CREATION AND REDEMPTION OF SHARES BY AUTHORIZED PARTICIPANTS</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">37</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_010"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">TAKING DELIVERY OF PHYSICAL GOLD</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">42</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_011"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">FEDERAL INCOME TAX CONSEQUENCES</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">48</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt"><A HREF="#a_012">ERISA AND RELATED CONSIDERATIONS</A></FONT></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">54</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_013"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">PLAN OF DISTRIBUTION</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">55</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_014"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">DESCRIPTION OF THE TRUST</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">56</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_015"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">DESCRIPTION OF THE SHARES</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">64</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_016"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">THE SPONSORS</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">66</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_017"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">THE TRUSTEE</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">72</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_018"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">THE CUSTODIAN</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">78</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_019"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">FILINGS AND REPORTS</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">84</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_020"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">LEGAL MATTERS</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">85</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_021"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">EXPERTS</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">85</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_022"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">WHERE YOU CAN FIND MORE INFORMATION</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">86</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_023"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">INCORPORATION OF CERTAIN INFORMATION BY REFERENCE</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">86</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_024"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">GLOSSARY</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">87</FONT></TD></TR>
<TR STYLE="background-color: White">
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD STYLE="vertical-align: bottom; text-align: right">&nbsp;</TD></TR>
<TR STYLE="background-color: rgb(204,238,255)">
    <TD STYLE="vertical-align: top"><A HREF="#a_025"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">APPENDIX A</FONT></A></TD>
    <TD STYLE="vertical-align: bottom; text-align: right"><FONT STYLE="font-family: Times New Roman, Times, Serif; font-size: 10pt">A-1</FONT></TD></TR>
</TABLE>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: right; text-indent: 0.5in"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This Prospectus contains information you
should consider when making an investment decision about the shares. You may rely on the information contained in this Prospectus.
The Trust and the Sponsors have not authorized any person to provide you with different information and, if anyone provides you
with different or inconsistent information, you should not rely on it. This Prospectus is not an offer to sell the shares in any
jurisdiction where the offer or sale of the shares is not permitted.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The shares are not registered for public
sale in any jurisdiction other than the United States.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_001"></A>STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This Prospectus contains various &ldquo;forward-looking
statements&rdquo; within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and within the Private Securities Litigation Reform Act of 1995, as amended, which relate to
future events or future performance. In some cases, you can identify such forward-looking statements by terminology such as &ldquo;may,&rdquo;
&ldquo;will,&rdquo; &ldquo;should,&rdquo; &ldquo;expect,&rdquo; &ldquo;plan,&rdquo; &ldquo;anticipate,&rdquo; &ldquo;believe,&rdquo;
&ldquo;estimate,&rdquo; &ldquo;predict,&rdquo; &ldquo;potential,&rdquo; or the negative of these terms or other comparable terminology.
All statements (other than statements of historical fact) included in this Prospectus that address activities, events or developments
that may occur in the future, including such matters as changes in commodity prices and market conditions (for gold and the shares),
the Trust&rsquo;s operations, the Sponsors&rsquo; plans and references to the Trust&rsquo;s future success and other similar matters
are forward-looking statements. These statements are only predictions based upon certain assumptions and analyses made by the Sponsors
on the basis of their perception of historical trends, current conditions and expected future developments, as well as other factors
they believe are appropriate in the circumstances. Actual events or results may differ materially. Whether or not actual results
and developments will conform to the Sponsors&rsquo; expectations and predictions, however, is subject to a number of risks and
uncertainties, including the special considerations discussed in this Prospectus, general economic, market and business conditions,
changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other
world economic and political developments. Consequently, all the forward-looking statements made in this Prospectus are qualified
by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsors anticipate will
be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects
on, the Trust&rsquo;s operations or the value of the shares. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Neither the Trust nor either of the Sponsors undertakes any obligation to publicly
release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events except as required by applicable securities laws.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Additional significant uncertainties and
other factors affecting forward-looking statements are presented in Item 1A. Risk Factors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>


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<DIV STYLE="padding-right: 5pt; padding-left: 5pt; border: Black 1.5pt solid; width: 97%">

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_002"></A>PROSPECTUS SUMMARY</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>The following is
a summary of this Prospectus, and while it contains material information about the Trust and the shares it issues, it does not
contain or summarize all of the information about the Trust and the shares contained in this Prospectus that is material and that
may be important to you. You should read this entire Prospectus, including &ldquo;Risk Factors&rdquo; beginning on page 16, and
the material incorporated by reference herein before making an investment decision about the shares. Capitalized terms not defined
in this section have the meaning set forth in the Glossary beginning on page 87 of this Prospectus.</I></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Overview of the Trust Structure, the
Sponsors, the Trustee, and the Custodian</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust was formed
pursuant to the Depository Trust Agreement on July 26, 2018. The Trust&rsquo;s primary objective is to provide investors with an
opportunity to invest in gold through its shares, and have the gold securely stored by Gold Corporation, who serves as the Custodial
Sponsor and Custodian. Another objective of the Trust is for the shares to reflect the performance of the price of gold less the
expenses of the Trust&rsquo;s operations. Each share represents a fractional undivided beneficial interest in the Trust&rsquo;s
net assets. The Trust&rsquo;s assets consist principally of gold held by the Custodian for safekeeping on the Trust&rsquo;s behalf.
Physical Gold that the Trust holds includes London Bars and other gold products without numismatic value having a gold purity of
at least 99.5% (including but not limited to coins, cast bars and minted bars).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Sponsors of the
Trust are Gold Corporation and Exchange Traded Concepts, LLC. Gold Corporation is a statutory body corporate established by the
Gold Corporation Act and wholly-owned by the Government of Western Australia. Gold Corporation also serves as Custodian of the
Trust&rsquo;s gold bullion. Exchange Traded Concepts is an Oklahoma limited liability company. <B><I>The shares are neither interests
in nor obligations of, and are not guaranteed by, the Sponsors, their directors, officers, or member(s), or any of their affiliates.</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The shares, known as
Perth Mint Physical Gold ETF Shares, provide investors with the opportunity to access the gold market through a traditional brokerage
account. Shares are issued by the Trust only in blocks of at least 25,000 shares called &ldquo;Baskets&rdquo; in exchange for gold
from Authorized Participants, which is then allocated to the Trust and stored safely by the Custodian. The Trust may redeem Baskets
in exchange for the amount of gold corresponding to the Basket&rsquo;s redemption value. The Trust issues and redeems Baskets on
an ongoing basis at Net Asset Value to Authorized Participants who have entered into a contract with the Administrative Sponsor
and the Trustee. Investors, at their option, may request to take delivery of Physical Gold in exchange for their shares by submitting
their shares to Gold Corporation in exchange for Physical Gold (as described below).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Such guarantee applies
to all allocated and unallocated gold held in the Metal Accounts, including any Gold held by Sub-Custodians on behalf of the Custodian,
and will apply to the Trust&rsquo;s allocated and unallocated gold for so long as the Custodian (or a Sub-Custodian acting on the
Custodian&rsquo;s behalf) holds such gold for the benefit of the Trust. The value of gold will be reported on the Trust&rsquo;s
website daily. See &ldquo;Business of the Trust&mdash;The Trust&rsquo;s Structure.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

</DIV>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Individual shares will
not be redeemed by the Trust but are listed and trade on the NYSE Arca under the symbol &ldquo;AAAU.&rdquo; An investor may deliver
shares to Gold Corporation in exchange for Physical Gold after submitting to Gold Corporation a qualifying document that expresses
the investor&rsquo;s intention to exchange shares for Physical Gold by delivering shares to Gold Corporation on the Share Submission
Day and subsequently taking delivery from Gold Corporation of Physical Gold. See &ldquo;Taking Delivery of Physical Gold.&rdquo;
After delivery of an investor&rsquo;s shares, the investor could also decide to have Gold remain in safe storage with Gold Corporation
for as long as the investor so chooses (subject to Gold Corporation&rsquo;s customary terms and conditions for the storage of gold).
The Trust is not involved in the exchange of the investor&rsquo;s shares for Physical Gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The material terms
of the Trust are discussed in greater detail under &ldquo;Description of the Trust.&rdquo; The Trust is not registered as an investment
company under the 1940 Act, and is not required to register under such act. The Trust does not and will not hold or trade in commodity
futures contracts regulated under the Commodity Exchange Act. The Trust is not a commodity pool for purposes of the Commodity Exchange
Act and neither of the Sponsors nor the Trustee is subject to regulation by the Commodity Futures Trading Commission as a commodity
pool operator or a commodity trading advisor under the Commodity Exchange Act in connection with the shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Sponsors arranged
for the creation of the Trust pursuant to the Trust Agreement. The Administrative Sponsor arranged for the registration of the
shares for their public offering in the United States and the listing of the shares on the NYSE Arca. The Administrative Sponsor
generally oversees the performance of the Trustee and the Trust&rsquo;s principal service providers, but does not exercise day-to-day
oversight of the Trustee or such service providers. The Administrative Sponsor, with the consent of the Custodial Sponsor, may
remove the Trustee and appoint a successor trustee under certain circumstances.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In addition, the Administrative
Sponsor: (1) will develop a marketing plan for the Trust on an ongoing basis; (2) will prepare marketing materials regarding the
shares; (3) will maintain the Trust&rsquo;s website; and (4) may request the Trustee to order Custodian audits (to the extent permitted
under the Custody Agreement).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodial Sponsor
may perform assaying of Physical Gold, and provide other services relating to the safe custody of Physical Gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodial Sponsor
has agreed to assume and be responsible for the payment of the following expenses, up to the Fee Cap: the Administrative Sponsor&rsquo;s
fee; fees for the Trustee&rsquo;s ordinary services and reimbursement of its ordinary out-of-pocket expenses; the Custodian&rsquo;s
fees and expenses specified in the Custody Agreement that are assumed by the Custodial Sponsor (if any); ordinary bar allocation
fees that are charged to the Custodian in connection with the Custodian&rsquo;s acquisition of sufficient Physical Gold for allocation
to the Trust Allocated Metal Account in connection with a Purchase Order; ordinary or customary insurance costs and transportation
fees; allocation costs associated with the allocation and de-allocation of gold to and from the Trust; the marketing expenses of
the Trust; the listing fees of the Trust on the NYSE Arca; registration fees associated with the Trust charged by the SEC; printing
and mailing costs; expenses for the maintenance of any website of the Trust; audit fees and expenses; and routine legal fees and
expenses associated with the ordinary course of the Trust&rsquo;s operations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
</Div>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodial Sponsor
shall not be responsible for any other expenses, including litigation expenses associated with the Trust, taxes and other governmental
charges, indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement, any expenses that are in
excess of the Fee Cap, extraordinary expenses incurred on behalf of the Trust, and otherwise as set forth in the Trust Agreement.
An extraordinary expense is an expense arising or resulting from an underlying event or transaction that, in the determination
of the Administrative Sponsor, is reasonably considered to be of a type that (i) possesses a high degree of abnormality (such as
abnormally high (A) transportation fees, (B) bar allocation fees that may be incurred when acquiring sufficient Physical Gold for
allocation to the Trust Allocated Metal Account in connection with a Purchase Order, or (C) Physical Gold allocation costs that
may be incurred in relation to the allocation and de-allocation of Gold to and from the Trust) or is of a type that is reasonably
considered to be unrelated to, or only incidentally related to, the ordinary and typical activities of the Trust and (ii) is of
a type that would not reasonably be expected to recur in the foreseeable future. Extraordinary expenses shall include any fixing
fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust.
See &ldquo;The Sponsors.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Bank of New York
Mellon serves as the Trustee, which is generally responsible for the day-to-day administration of the Trust, including keeping
the Trust&rsquo;s operational records. The Trustee&rsquo;s principal responsibilities include: (1) valuing the Trust&rsquo;s gold
and calculating the Net Asset Value per share of the Trust; (2) supplying inventory information received from the Custodian to
the Administrative Sponsor for the Trust&rsquo;s website; (3) receiving and processing orders from Authorized Participants for
the creation and redemption of Baskets; (4) coordinating the processing of orders from Authorized Participants with the Custodian
and DTC, including coordinating with the Custodian the receipt of gold transferred to the Trust in connection with each issuance
of Baskets; (5) transferring gold to the Custodial Sponsor in lieu of paying the Custodial Sponsor Fee in cash; (6) transferring
gold to the Custodial Sponsor in lieu of reimbursing the Custodial Sponsor for cash payments owed by the Trust, but undertaken
by the Custodial Sponsor; (7) selling the Trust&rsquo;s gold pursuant to a Sponsor&rsquo;s direction or otherwise as needed to
pay any extraordinary Trust expenses that are not assumed by a Sponsor; (8) holding the Trust&rsquo;s cash and other financial
assets, if any; (9) when appropriate, making distributions of cash or other property (other than gold) to investors; and (10) receiving
and reviewing reports on the custody of and transactions in the Trust&rsquo;s gold from the Custodian and taking such other actions
in connection with the custody of gold as a Sponsor instructs.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">As Custodian of the
Trust&rsquo;s gold bullion, Gold Corporation is responsible for the safekeeping of the Trust&rsquo;s gold and supplying inventory
information to the Trustee and the Sponsors. The Custodian is also responsible for facilitating the transfer of gold in and out
of the Trust. The Custodian will confirm the deposit of gold received from an Authorized Participant that has been credited to
the Trust in exchange for Baskets. The Custodian will promptly convert the deposit to allocated Gold held in the Trust Allocated
Metal Account. The Custodian must allocate, or cause to be allocated, all Gold credited to the Trust Unallocated Metal Account
to the Trust Allocated Metal Account such that no amount of Gold remains standing for the benefit of the Trust in the Trust Unallocated
Metal Account at the Custodian&rsquo;s close of business on each Business Day. However, in the event that the Custodian is unable
to fully allocate Gold by the Custodian&rsquo;s close of business due to reasons outside of its control, the Custodian will use
reasonable efforts to fully allocate Gold to the Trust Allocated Metal Account as soon as possible. The Custodian shall safely
store Physical Gold in its own vaulting facilities and any other vaulting facility as approved by the Custodian and utilize the
services of its appointed secure transportation provider at the risk of the Custodian. The Trust&rsquo;s gold holdings are subject
to periodic audits and, under the Custody Agreement, the Custodian has agreed to permit auditors to access all premises during
normal business hours to examine the gold held for the Trust and such records as they reasonably require. Detailed descriptions
of certain specific rights and duties of the Trustee and the Custodian are set forth in &ldquo;Description of the Trust,&rdquo;
&ldquo;The Trustee&rdquo; and &ldquo;The Custodian.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
</Div>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trust Objectives</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The primary objective
of the Trust is to provide investors with an opportunity to invest in gold through shares, and have the gold securely stored by
the Custodial Sponsor. A further objective of the Trust is for the shares to reflect the performance of the price of gold less
the expenses of the Trust&rsquo;s operations. The Trust is not actively managed. It does not engage in any activities designed
to obtain a profit from, or to compensate investors for losses caused by, changes in the price of gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust holds London
Bars and Physical Gold of other specifications without numismatic value. The Trust receives gold deposited by Authorized Participants
in exchange for the creation of Baskets and delivers gold to Authorized Participants in exchange for Baskets surrendered to it
for redemption. Investors who are not Authorized Participants may contact their broker-dealer to purchase and sell shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The shares are intended
to constitute a cost-efficient mechanism for investors to make an investment in gold. The shares provide investors with an alternative
to purchasing and storing physical gold that allows a level of participation in the gold market through the securities market.
The shares are:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Listed and traded on the NYSE Arca like other exchange-traded securities under the symbol &ldquo;AAAU.&rdquo;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Easily accessible to investors through traditional brokerage accounts.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Backed by allocated gold held by the Custodian. (The shares differ from other financial products
that gain exposure to gold because other financial products may use derivatives to gain exposure to the price of gold but may not
have physical gold and therefore involve counter-party exposures that do not exist when holding physical gold).</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Cost efficient because the expenses for the safe storage of Physical Gold held by the Trust are
dispersed among all investors in the shares and the gold held by the Custodian on behalf of the Trust is subject to the Government
Guarantee.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Since the Trust&rsquo;s ordinary operating and administrative expenses are expected to be paid
in gold ounces to the Custodial Sponsor, it is expected that the Trust will not hold any (or minimal) cash but instead only gold,
thereby minimizing any resulting gold price tracking error.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
</Div>

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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Taking Delivery of Physical Gold by
Investors</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">An investor who would
like to take delivery of Physical Gold for its shares must contact Gold Corporation as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Investors interested in taking delivery of Physical Gold in exchange for their shares in the Trust
must first contact Gold Corporation to discuss the types of Physical Gold, availability dates, product premiums, delivery fees,
and suitable delivery locations and methods.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">To proceed, an investor must provide Gold Corporation with sufficient details to enable Gold Corporation
to identify the investor as a person owning a beneficial interest in any shares of the Trust, and to establish a Customer Account
for the investor with Gold Corporation. Gold Corporation may determine (in its absolute discretion) whether the investor has provided
sufficient details to identify the investor as a Beneficial Owner and to open the Customer Account with Gold Corporation.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Subject to the procedures set forth above having been completed to Gold Corporation&rsquo;s satisfaction,
the investor is provided a pre-populated Application, including any applicable product premiums, delivery fees and any other fees
and charges that apply to the Application. Gold Corporation is entitled to receive all such premiums, fees and charges in consideration
for facilitating the delivery of the agreed Physical Gold products to the investor. The Application will set forth the number of
shares to be delivered to Gold Corporation for the amount of Physical Gold requested. The investor shall be responsible for any
applicable taxes or governmental charges. The Application will also contain a Delivery ID and the investor&rsquo;s Customer Account
number with Gold Corporation.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Investors interested in taking delivery of Physical Gold in exchange for their shares in the Trust
must duly sign and submit the Application to Gold Corporation within the Quotation Window. An Application expresses the investor&rsquo;s
intention to deliver shares for Physical Gold on the Share Submission Day. The investor must also provide instructions to his or
her broker-dealer to effect the exchange of shares for Physical Gold on the Share Submission Day. Gold Corporation may reject any
Application.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Gold Corporation shall confirm that (A) the Delivery ID matches the Application with respect to
the amount of shares to be delivered, the Physical Gold requested, and other applicable terms, and (B) the Application otherwise
is in good order.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Upon final approval of the Application by Gold Corporation, which may be withheld by Gold Corporation
for any reason at its sole discretion, Gold Corporation shall return a copy of the Application to the investor.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Shares shall be delivered from the investor via their broker-dealer to Gold Corporation. The Application
is not binding on Gold Corporation until shares are delivered to Gold Corporation.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Unless the Application is suspended or rejected by Gold Corporation, Gold Corporation shall, following
the receipt of the investor&rsquo;s Shares, transfer to the investor&rsquo;s Customer Account the number of Fine Ounces, on an
unallocated basis, represented by the Shares delivered and specified in the Application (which is inclusive of applicable product
premiums, delivery fees, and any other fees and charges that apply to the Application but is exclusive of any applicable taxes
or governmental charges, which are the responsibility of the investor). Upon delivery of the specified Fine Ounces to the Customer
Account, the investor shall have no further right or interest in the Trust or Trust Property to the extent of the Shares delivered.
The Customer Account also benefits from the Government Guarantee.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Gold Corporation, for the investor as customer, shall arrange for the Physical Gold to be delivered
to the investor in accordance with the delivery instructions contained in the Application.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">None of the Trustee, the Administrative Sponsor or the Trust are involved in the exchange of the
investor&rsquo;s shares for Physical Gold. Shares acquired by Gold Corporation may subsequently be tendered for redemption in Basket-size
aggregations by an Authorized Participant acting on behalf of Gold Corporation.</TD></TR></TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

</Div>
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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Structure of the Trust</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The following chart
shows the relationship of the Trust and other parties:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><IMG SRC="img_001.jpg" ALT="">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>&nbsp;</B></P>
</Div>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>The Custodial Sponsor/Custodian</B>:
responsible for the safekeeping of gold held on behalf of the Trust, supplying inventory information to the Trustee and Administrative
Sponsor and facilitating the transfer of gold in to and out of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>The Trustee</B>: receives and processes
orders from Authorized Participants for the creation and redemption of Baskets to and from the Trust respectively. Holds the Trust&rsquo;s
cash, if any, and other assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>The Administrative Sponsor</B>: responsible
for assisting with the administration of the Trust in concert with the Trustee.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Summary Risk Factors</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">An investment in the
Trust involves risks and uncertainties described in the section below entitled &ldquo;Risk Factors&rdquo; and elsewhere in this
Prospectus. Some of these risks include:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">fluctuations in the price of gold could materially adversely affect an investment in the shares,
which creates the potential for losses, regardless of the period of time the shares are held;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">substantial sales of gold by central banks, governmental agencies and multi-lateral institutions
could adversely affect an investment in the shares;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the fact that the Trust does not actively trade gold to take advantage of short-term market fluctuations
in the price of gold;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the fact that each sale of gold by the Trust will be a taxable event for investors; and</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the fact that if a U.S. investor who or that is an individual, estate or trust sells or
                                                                   exchanges shares held for more than a                                                                    year in a taxable
                                                                   exchange, any gain recognized on the sale or exchange generally will be subject to federal income tax at a
                                                                   maximum rate of 28% rather than the lower maximum rates applicable to most other long-term capital gains such U.S. investor recognizes.</TD></TR></TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Principal Offices</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The offices of the
Trust and the Trustee are located at 2 Hanson Place, Brooklyn, New York 11217. Gold Corporation is located at 310 Hay Street, East
Perth, WA 6004, Australia with a mailing address of GPO Box M924, Perth, WA 6843, Australia and its telephone number is +61 8 9421
7615. Exchange Traded Concepts&rsquo; main office location and mailing address is 10900 Hefner Pointe Drive, Suite 207, Oklahoma
City, Oklahoma 73120 and its telephone number is (405) 778-8377.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Emerging Growth Company Status</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust is an &ldquo;emerging
growth company,&rdquo; as defined in the JOBS Act, and is eligible to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not &ldquo;emerging growth companies&rdquo; including, but
not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002 and reduced disclosure obligations that are not otherwise applicable to the Trust. In addition, Section 107 of the JOBS
Act also provides that an &ldquo;emerging growth company&rdquo; can take advantage of the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an &ldquo;emerging
growth company&rdquo; can delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. However, the Trust is choosing to &ldquo;opt out&rdquo; of such extended transition period, and as a result, will comply
with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. Section 107 of the JOBS Act provides that the decision to opt out of the extended transition period for complying
with new or revised accounting standards is irrevocable.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>
</Div>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_003"></A>THE OFFERING</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 30%; text-align: justify; text-indent: 0in; padding-right: 5.4pt">Offering</TD>
    <TD STYLE="text-align: justify; text-indent: 0in; width: 70%">The shares represent units of fractional undivided beneficial interest in the net assets of the Trust.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in; padding-right: 5.4pt">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in; padding-right: 5.4pt">Use of proceeds</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">Proceeds received by the Trust from the issuance and sale of Baskets consist of gold deposits. Such deposits are held by the Custodian on behalf of the Trust until (1) distributed to Authorized Participants in connection with redemptions of Baskets, (2) transferred to pay the Custodial Sponsor Fee, or (3) sold to pay Trust expenses and liabilities not assumed by the Custodial Sponsor. See &ldquo;Description of the Trust&mdash;Trust Expenses.&rdquo;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in; padding-right: 5.4pt">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in; padding-right: 5.4pt">NYSE Arca Symbol</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&ldquo;AAAU&rdquo;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in; padding-right: 5.4pt">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in; padding-right: 5.4pt">CUSIP</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">715426102</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in; padding-right: 5.4pt">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; text-indent: 0in; padding-right: 5.4pt">Creation and Redemption by Authorized Participants</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">The Trust receives gold deposited with the Custodian only by Authorized Participants in exchange for the creation of &ldquo;Baskets,&rdquo; each equal to at least 25,000 shares. Conversely, the Trust delivers gold in exchange for Baskets surrendered to it for redemption by Authorized Participants as described below. The Trust issues and redeems Baskets on a continuous basis only to Authorized Participants. Baskets are only issued or redeemed in exchange for the amount of gold determined by the Trustee on each day that the NYSE Arca is open for regular trading based on the combined Net Asset Value of the shares included in the Baskets being created or redeemed. No shares are issued unless and until the Custodian has informed the Trustee that it has credited to the Trust the corresponding amount of gold. The Custodian must allocate ownership of Physical Gold to the Trust such that no amount of Gold remains standing for the benefit of the Trust in the Trust Unallocated Metal Account at the Custodian&rsquo;s close of business on each Business Day. However, in the event that the Custodian is unable to fully allocate ownership of Physical Gold to the Trust by 10:00 p.m. Perth time on each Business Day due to reasons outside of its control, the Custodian will use reasonable efforts to fully allocate Gold to the Trust Allocated Metal Account as soon as possible.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 30%; text-align: justify; text-indent: 0in; padding-right: 5.4pt">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in; width: 70%">Fees are assessed in connection with the creation and redemption of Baskets by Authorized Participants. See &ldquo;Creation and Redemption of Shares by Authorized Participants.&rdquo;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in; padding-right: 5.4pt">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; text-indent: 0in; padding-right: 5.4pt">Taking Delivery of Physical Gold - Investors</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">Investors may contact their broker-dealer to purchase and sell shares. An investor who would like to take delivery of Physical Gold in exchange for shares may deliver shares to Gold Corporation in exchange for Physical Gold. The number of shares to be delivered must be specified by Gold Corporation to the investor in a pre-populated Application.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Investors interested in taking delivery of Physical Gold in exchange for their shares in the Trust
must first contact Gold Corporation to discuss the types of Physical Gold, availability dates, product premiums, delivery fees,
and suitable delivery locations and methods.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">To proceed, an investor must provide Gold Corporation with sufficient details to enable Gold Corporation
to identify the investor as a person owning a beneficial interest in any shares of the Trust and to establish a Customer Account
for the investor with Gold Corporation. Gold Corporation may determine (in its absolute discretion) whether the investor has provided
sufficient details to identify the investor as a Beneficial Owner and to open the Customer Account with Gold Corporation.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Subject to the procedures set forth above having been completed to Gold Corporation&rsquo;s satisfaction,
the investor is provided a pre-populated Application, including any applicable product premiums, delivery fees and any other fees
and charges that apply to the Application. Gold Corporation is entitled to receive all such premiums, fees and charges in consideration
for facilitating the delivery of the agreed Physical Gold products to the investor. The Application will set forth the number of
shares to be delivered to Gold Corporation for the amount of Physical Gold requested. The investor shall be responsible for any
applicable taxes or governmental charges. The Application will also contain a Delivery ID and the investor&rsquo;s Customer Account
number with Gold Corporation.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

</Div>
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<DIV STYLE="padding-right: 5pt; padding-left: 5pt; border: Black 1.5pt solid; width: 97%">
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Investors interested in taking delivery of Physical Gold in exchange for their shares in the Trust
must duly sign and submit the Application to Gold Corporation within the Quotation Window. An Application expresses the investor&rsquo;s
intention to deliver shares for Physical Gold on the Share Submission Day. The investor must also provide instructions to his or
her broker-dealer to effect the exchange of shares for Physical Gold on the Share Submission Day. Gold Corporation may reject any
Application.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Gold Corporation shall confirm that (A) the Delivery ID matches the Application with respect to
the amount of shares to be delivered, the Physical Gold requested, and other applicable terms, and (B) the Application otherwise
is in good order.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Upon final approval of the Application by Gold Corporation, which may be withheld by Gold Corporation
for any reason at its sole discretion, Gold Corporation shall return a copy of the Application to the investor.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Shares shall be delivered from the investor via their broker-dealer to Gold Corporation. The Application
is not binding on Gold Corporation until shares are delivered to Gold Corporation.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Unless the Application is suspended or rejected by Gold Corporation, Gold Corporation shall, following
the receipt of the investor&rsquo;s Shares, transfer to the investor&rsquo;s Customer Account the number of Fine Ounces, on an
unallocated basis, represented by the Shares delivered and specified in the Application (which is inclusive of applicable product
premiums, delivery fees, and any other fees and charges that apply to the Application but is exclusive of any applicable taxes
or governmental charges, which are the responsibility of the investor). Upon delivery of the specified Fine Ounces to the Customer
Account, the investor shall have no further right or interest in the Trust or Trust Property to the extent of the Shares delivered.
The Customer Account also benefits from the Government Guarantee.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

</Div>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Gold Corporation, for the investor as customer, shall arrange for the Physical Gold to be delivered
to the investor in accordance with the delivery instructions contained in the Application.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">None of the Trustee, the Administrative Sponsor or the Trust are involved in the exchange of the
investor&rsquo;s shares for Physical Gold. Shares acquired by Gold Corporation may subsequently be tendered for redemption in Basket-size
aggregations by an Authorized Participant acting on behalf of Gold Corporation.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 30%; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in; width: 70%">The processing fees charged to an investor are comprised of applicable delivery fees and any applicable product premiums. See &ldquo;Taking Delivery of Physical Gold.&rdquo;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">Net Asset Value</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">The Trustee determines the Net Asset Value of the Trust on each day that the NYSE Arca is open for regular trading, as promptly as practical after 4:00 p.m. New York City time. The Net Asset Value of the Trust is the aggregate value of gold and other assets, if any, of the Trust (other than any amounts credited to the Trust&rsquo;s reserve account, if any) and cash, if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities. In determining the Trust&rsquo;s Net Asset Value, the Trustee values the gold held by the Trust based on the afternoon LBMA Gold Price, or the morning LBMA Gold Price, if such day&rsquo;s afternoon LBMA Gold Price is not available. If no LBMA Gold Price is available for the day, the Trustee values the Trust&rsquo;s gold based on the most recently announced afternoon LBMA Gold Price or morning LBMA Gold Price. If the Custodial Sponsor determines that such price is inappropriate to use, it must identify an alternate basis for evaluation to be employed by the Trustee. The Custodial Sponsor may instruct the Trustee to use a different publicly available price that the Custodial Sponsor determines to represent fairly the commercial value of the Trust&rsquo;s gold. See &ldquo;Description of the Trust&mdash;Valuation of Gold and Computation of Net Asset Value.&rdquo;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">Trust Expenses</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">The Trust&rsquo;s only ordinary recurring expense is the remuneration due to the Custodial Sponsor of 0.18% of the Net Asset Value of the Trust. In exchange for the Custodial Sponsor Fee, the Custodial Sponsor has agreed to assume and be responsible for the payment of the following expenses, up to the Fee Cap: the Administrative Sponsor&rsquo;s fee; fees for the Trustee&rsquo;s ordinary services and reimbursement of its ordinary out-of-pocket expenses; the Custodian&rsquo;s fees and expenses specified in the Custody Agreement that are assumed by the Custodial Sponsor (if any); ordinary bar allocation fees that are charged to the Custodian in connection with the Custodian&rsquo;s acquisition of sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order; ordinary or customary insurance costs and transportation fees; allocation costs associated with the allocation and de-allocation of gold to and from the Trust; the marketing expenses of the Trust; the listing fees of the Trust on the NYSE Arca; registration fees associated with the Trust charged by the SEC; printing and mailing costs; expenses for the maintenance of any website of the Trust; audit fees and expenses; and routine legal fees and expenses associated with the ordinary course of the Trust&rsquo;s operations.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>
</Div>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 30%; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in; width: 70%">The Custodial Sponsor shall not be responsible for any other expenses, including litigation expenses associated with the Trust, taxes and other governmental charges, indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement, any expenses that are in excess of the Fee Cap, extraordinary expenses incurred on behalf of the Trust, and otherwise as set forth in the Trust Agreement. An extraordinary expense is an expense arising or resulting from an underlying event or transaction that, in the determination of the Administrative Sponsor, is reasonably considered to be of a type that (i) possesses a high degree of abnormality (such as abnormally high (A) transportation fees, (B) bar allocation fees that may be incurred when acquiring sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order, or (C) Physical Gold allocation costs that may be incurred in relation to the allocation and de-allocation of Gold to and from the Trust) or is of a type that is reasonably considered to be unrelated to, or only incidentally related to, the ordinary and typical activities of the Trust and (ii) is of a type that would not reasonably be expected to recur in the foreseeable future. Extraordinary expenses shall include any fixing fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust. See &ldquo;The Sponsors.&rdquo;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">The Custodial Sponsor Fee accrues daily based on the prior Business Day&rsquo;s Net Asset Value and is payable in gold. The fee is paid by delivering that amount of gold that equals the daily accrual of the Custodial Sponsor Fee for such prior month based on the Net Asset Value of the shares on the first business day of the following month. The Custodial Sponsor may earn a profit on its fees. The Custodial Sponsor may rebate a portion of the Custodial Sponsor Fee to investors who purchase newly-issued shares directly from an Authorized Participant, pursuant to the Custodial Sponsor Fee Rebate Agreement. See &ldquo;Description of the Trust&mdash;Trust Expenses.&rdquo;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

</Div>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 30%; text-align: left; text-indent: 0in; padding-right: 5.4pt">Tax Considerations</TD>
    <TD STYLE="text-align: justify; text-indent: 0in; width: 70%">An investor will be treated, for federal tax purposes, as if it directly owns a pro rata share of the Trust&rsquo;s assets and directly receives that share of any Trust income and incurs that share of the Trust&rsquo;s expenses. Consequently, the sale of gold by the Trust, including the sale of gold to generate cash to pay its fees and expenses, will be a taxable event for investors. See &ldquo;Federal Income Tax Consequences&mdash;Taxation of U.S. Investors&rdquo; and &ldquo;ERISA and Related Considerations.&rdquo;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; text-indent: 0in; padding-right: 5.4pt">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; text-indent: 0in; padding-right: 5.4pt">Suspension of Issuance, Transfers, and Redemptions</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">The Trustee may, in its discretion, and will when directed by the Custodial Sponsor, suspend the right of redemption, or postpone the redemption settlement date or reject a particular redemption order (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, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the Sponsors determine to be necessary for protection of registered owners of shares. See &ldquo;Creation and Redemption of Shares by Authorized Participants&mdash;Creation Procedures&mdash;Authorized Participants&mdash;Rejection of Purchase Orders&rdquo; and &ldquo;Creation and Redemption of Shares by Authorized Participants&mdash;Redemption Procedures&mdash;Authorized Participants&mdash;Suspension or Rejection of Redemption Orders.&rdquo;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; text-indent: 0in; padding-right: 5.4pt">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; text-indent: 0in; padding-right: 5.4pt">Suspension of Taking Delivery of Physical Gold</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">Gold Corporation shall reject the delivery of shares by an investor (1) if the number of shares delivered does not correspond to the number of shares specified in the Application provided to the investor based upon its discussion with Gold Corporation or are not delivered on the designated Share Submission Day, or (2) if the delivered shares are not accompanied by proper instructions or by an approved Application. Additionally, Gold Corporation may decline to approve an Application for any reason. In the event the investor transfers a number of shares not corresponding to the Application, the investor must make any arrangements directly with Gold Corporation and Gold Corporation reserves the right to reject the initial quote and any additional costs incurred by Gold Corporation as a result of an incorrect number of shares being delivered will be borne by the investor. In addition, the delivery of Physical Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as Custodial Sponsor or is otherwise unable or unwilling to accept applications from investors to take delivery of Physical Gold.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

</Div>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 30%; text-align: justify; text-indent: 0in">Termination Events</TD>
    <TD STYLE="text-align: justify; text-indent: 0in; width: 70%">The Trustee will terminate and liquidate the Trust if any of the following events occur:</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the Trustee is notified that the shares are delisted from NYSE Arca and are not approved for listing
on another national securities exchange within five business days of their delisting;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">investors acting in respect of at least 75% of the outstanding shares notify the Trustee that they
elect to terminate the Trust;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">60 days have elapsed since the Trustee notified the Sponsors of the Trustee&rsquo;s election to
resign or since the Sponsors removed the Trustee, and a successor trustee has not been appointed and accepted its appointment;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the SEC determines that the Trust is an investment company under the 1940 Act, and the Trustee
has actual knowledge of that determination;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act, and the
Trustee has actual knowledge of that determination;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the Trust fails to qualify for treatment, or ceases to be treated, as a &ldquo;grantor trust&rdquo;
for federal tax purposes, and the Trustee receives notice from the Sponsors that the Sponsors have determined that, because of
that tax treatment or change in tax treatment, the termination of the Trust is advisable;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the Trustee receives notice from the Sponsors of their joint agreement to terminate the Trust;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">60 days have elapsed since DTC or another depository has ceased to act as depository with respect
to the shares, and the Sponsors have not identified another depository that is willing to act in such capacity; or</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 30%"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">if the law governing the Trust limits the maximum period during which the Trust may continue, upon
the expiration of 21 years after the death of the last survivor of all of the descendants of Elizabeth II, Queen of England, living
on the date of the Trust Agreement.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

</Div>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 30%; text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in; width: 70%">If the Administrative Sponsor fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties required to be undertaken or performed by it, and such failure or incapacity is not cured within 30 days following receipt of notice from the Trustee or the Custodial Sponsor of such failure or incapacity, or if the Administrative Sponsor is adjudged bankrupt or insolvent, or a receiver of the Administrative Sponsor or of its property is appointed, or if a trustee or liquidator or any public officer takes charge or control of the Administrative Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor shall be deemed conclusively to have resigned, in which case the other Sponsor or, if there is no other Sponsor, the Trustee may (i) appoint a successor Administrative Sponsor to assume the duties and obligations of the Administrative Sponsor or (ii) terminate and liquidate the Trust.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">If the Custodial Sponsor wishes to resign as Custodial Sponsor, or otherwise fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties required to be undertaken or performed by it, including a failure to perform its functions as Custodian, and such failure or incapacity is not cured within 30 days following receipt of notice from the Administrative Sponsor of such failure or incapacity, or if the Custodial Sponsor is adjudged bankrupt or insolvent, or a receiver of the Custodial Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Custodial Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor, or in the event there is no Administrative Sponsor, the Trustee, may, among other actions, (i) with the prior written consent of the Custodial Sponsor, appoint a successor Custodial Sponsor and Custodian to assume the duties and obligations of the Custodial Sponsor and Custodian, or (ii) terminate and liquidate the Trust.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">For 60 days following the termination of the Trust, the Trust will continue to redeem Baskets tendered by Authorized Participants. Thereafter, the Trustee will sell gold and, after paying or making provision for the Trust&rsquo;s liabilities, distribute the proceeds to investors surrendering shares. See &ldquo;Description of the Trust&mdash;Termination of the Trust.&rdquo;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">Authorized Participants</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">Only Authorized Participants may place orders to create and redeem Baskets. Each Authorized Participant must: (1) be a registered broker-dealer or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions; (2) be a participant in DTC; (3) have in effect a valid Authorized Participant Agreement and (4) have entered into an agreement with the Trustee and the Administrative Sponsor (the Authorized Participant Agreement). The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets. The Authorized Participant Agreement also includes procedures for the delivery of gold to the Trust in connection with creations and the delivery of gold to Authorized Participants in connection with redemptions. A list of the current Authorized Participants can be obtained from the Trustee or the Administrative Sponsor.</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: justify; text-indent: 0in">Clearance and settlement</TD>
    <TD STYLE="text-align: justify; text-indent: 0in">The shares are issued in book-entry form only. The shares will be evidenced by one or more global certificates that the Trustee will issue to DTC. Transactions in shares clear through the facilities of DTC. Investors may hold their shares through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC.</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

</Div>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_004"></A>RISK FACTORS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Before making an investment
decision, you should consider carefully the risks described below, as well as the other information included in this Prospectus.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The value of our shares fluctuates
based upon the price of the gold held by the Trust. Fluctuations in the price of gold could materially adversely affect an investment
in the shares, which creates the potential for losses, regardless of the period of time the shares are held.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The shares are intended
to track the performance of the price of gold. The value of the shares relates directly to the value of the gold owned by the Trust.
Therefore, the value of the shares will fluctuate with the price of gold. The Trust does not actively manage the gold it holds
and does not use any hedging techniques to attempt to reduce the risk of losses resulting from price decreases. The price of gold
has fluctuated widely over the past several years. This exposes an investment in shares to potential losses. Several factors may
affect the price of gold and, as a result, the value of the shares, including the following:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Global supply and demand, which is influenced by factors including: (1) forward selling by gold
producers; (2) purchases made by gold producers to unwind gold hedge positions; (3) central bank purchases and sales; (4) production
and cost levels in major gold-producing countries; and (5) new production projects;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Investors&rsquo; expectations regarding future inflation rates;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Currency exchange rate volatility;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Interest rate volatility; and</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Unexpected political, economic, global or regional incidents.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Investors should be advised that there
is no assurance that gold will maintain its long-term value in terms of U.S. dollar value in the future. In the event that the
price of gold declines, the value of an investment in the shares is expected to decline proportionately.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The international gold market has
experienced historically high trading prices in recent years. Because there can be no assurance that this historically high trading
price of gold will be sustained, there could be significant decreases in the value of net assets and the Net Asset Value of the
Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Prices in the international
gold market have reached historically high levels in recent years. The price of Physical Gold going forward and, in turn, the future
value of net assets of the Trust, may be dependent upon factors that include global gold supply and demand, investors&rsquo; inflation
expectations, exchange rate volatility and interest rate volatility. An adverse development with regard to one or more of these,
or other factors may lead to a decrease in gold bullion currency trading prices. In addition, the possibility of large scale distress
sales of gold in times of financial crisis may negatively impact the price of gold. A decline in prices of gold would decrease
the value of net assets and the Net Asset Value of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Substantial sales of gold by central
banks, governmental agencies and multi-lateral institutions could adversely affect an investment in the shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Central banks, other
governmental agencies and multi-lateral institutions buy, sell and hold gold as part of their reserve assets. This market sector
holds a significant amount of gold, some of which is static, meaning that it is held in vaults and is not bought, sold, leased
or swapped or otherwise available in the open market. Several central banks and multi-lateral institutions have sold portions of
their gold reserves in recent years, with the result being that this sector, taken as a whole, has been a net supplier of gold
to the open market. In the event that future economic, political or social conditions or pressures require members of this sector
to liquidate their gold assets all at once or in an uncoordinated manner, the demand for gold may not be sufficient to accommodate
the sudden increase in the supply of gold to the market. Consequently, the price of gold may decline, which may adversely affect
an investment in the shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Because the Trust invests only in
gold, an investment in the Trust may be more volatile than an investment in a more broadly diversified portfolio.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust invests only
in gold. As a result, the Trust&rsquo;s holdings are not diversified. Accordingly, the Trust&rsquo;s Net Asset Value may be more
volatile than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially over time. The
price of gold can be volatile because gold is comparatively less liquid than other commodities. Fluctuations in the price of gold
are expected to have a direct impact on the value of the shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">An investment in the
Trust may be deemed speculative and is not intended as a complete investment program. An investment in shares should be considered
only by persons financially able to maintain their investment and who can bear the risk of loss associated with an investment in
the Trust. Investors should review closely the objectives and strategy and redemption provisions of the Trust, as discussed herein
and familiarize themselves with the risks associated with an investment in the Trust.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trust shares may trade at Net Asset
Value or at a price that is above or below Net Asset Value. Any discount or premium in the trading price relative to the Net Asset
Value per share may widen as a result of the different trading hours of the NYSE Arca and other exchanges.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Trust shares may trade
at, above or below the Net Asset Value per share. The Net Asset Value per share will fluctuate with changes in the market value
of the gold owned by the Trust. The trading price of the shares will fluctuate with changes in the Net Asset Value per share as
well as market supply and demand. The amount of the discount or premium in the trading price relative to the Net Asset Value per
share may be influenced by non-concurrent trading hours between the NYSE Arca and major gold markets. While the shares will trade
on the NYSE Arca until 4:00 p.m. New York City time, liquidity in the market for gold may be reduced after the close of the major
world gold markets, including London. As a result, during this time, trading spreads and the resulting discount or premium on the
shares may widen.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The lack of an active trading market
for the shares could result in losses on your investment at the time of disposition of your shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Prior to the listing
of the shares on the NYSE Arca, there had been no market for the shares. Although shares are listed for trading on the NYSE Arca,
there can be no assurance that an active trading market for the shares will be maintained. If an active public market for the shares
does not develop or continue, the market prices and liquidity of the shares may be adversely affected. If you need to sell your
shares at a time when no active market for them exists, the absence of an active market will most likely adversely affect the price
you receive for your shares (assuming you are able to sell them).</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There may be situations where the
Trust suspends redemptions of Baskets by Authorized Participants, which could affect the price of the shares. To the extent the
value of gold declines, these delays may result in a decrease in the value of the gold received upon redemption by an Authorized
Participant, as well as a reduction in liquidity for all investors in the secondary market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Although shares are
redeemable by Authorized Participants in exchange for the underlying amount of gold, redemptions by Authorized Participants may
be suspended during any period while regular trading on the NYSE Arca is suspended or restricted, in which an emergency exists
that makes it reasonably impracticable to deliver, dispose of, or evaluate gold, or for such other period as the Sponsors determine
to be necessary for protection of registered owners of shares. If any of these events occurs at the time of a redemption by an
Authorized Participant, and the price of gold decreases before the redemption occurs, an Authorized Participant will sustain a
loss with respect to the amount that it would have been able to obtain in exchange for the gold received from the Trust upon the
redemption of its shares, had the redemption taken place when it was originally intended to occur. As a consequence, Authorized
Participants may reduce their trading in shares during periods of suspension, decreasing the number of potential buyers of shares
in the secondary market and the price an investor may receive upon sale.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">There may be situations where Gold
Corporation suspends or rejects the exchange of shares for Physical Gold, which could affect the price of the shares. To the extent
the value of gold declines, these delays may result in a decrease in the value of the Physical Gold received by an investor, as
well as a reduction in liquidity for all investors in the secondary market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The exchange of shares
for Physical Gold may be suspended or rejected by Gold Corporation during any period (i) while regular trading on the NYSE Arca
is suspended or restricted, (ii) in which an emergency exists that makes it reasonably impracticable to deliver, dispose of, or
evaluate gold, or (iii) for such other period as Gold Corporation may deem necessary or advisable including due to the inability
to transport gold or the lack of liquidity in the market. In addition, Gold Corporation shall reject the delivery of shares by
an investor (1) if the number of shares delivered does not correspond to the number of shares specified in the Application provided
to the investor based upon its discussion with Gold Corporation or are not delivered on the designated Share Submission Day, or
(2) if the delivered shares are not accompanied by proper instructions or by an approved Application. Additionally, Gold Corporation
may decline to approve an Application for any reason. The delivery of Physical Gold in exchange for shares shall be suspended in
the event Gold Corporation resigns as the Custodial Sponsor or if Gold Corporation is otherwise unable or unwilling to accept applications
from investors to take delivery of Physical Gold. In such a case, an investor would have no available mechanism to exchange shares
for Physical Gold. If any of these events occurs at the time that an Application has been received, and the price of gold decreases
before the Application is processed, an investor will sustain a loss with respect to the amount of Physical Gold that it would
have been able to obtain in connection with the exchange of the investor&rsquo;s shares had the exchange taken place when it was
originally intended to occur. In addition, there may be a reduction in the trading of shares during periods of suspension, decreasing
the number of potential buyers of shares in the secondary market and the price an investor may receive upon sale.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The withdrawal of an Authorized Participant
and substantial redemptions by Authorized Participants could affect the liquidity of the shares. The liquidity of the shares also
may be affected by substantial redemptions by Authorized Participants related to or independent of the withdrawal from participation
of Authorized Participants.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In the event that there
are substantial redemptions of shares or one or more Authorized Participants with a substantial interest in the shares withdraws
from participation, the liquidity of the shares will likely decrease which could adversely affect the market price of the shares
and result in an investor incurring a loss on an investment in the shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The price of gold may be affected
by the sale of other investment vehicles, such as ETVs tracking gold markets, which could negatively affect gold prices and the
price and Net Asset Value of the shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">To the extent existing
exchange traded vehicles (&ldquo;ETVs&rdquo;) tracking gold markets represent a significant proportion of demand for gold, large
redemptions of the securities of these ETVs could negatively affect gold prices and the price and Net Asset Value of the shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Future governmental decisions may
have significant impact on the price of gold, which may result in a significant decrease or increase in the value of the net assets
and the Net Asset Value of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Generally, gold prices
reflect the supply and demand of available gold. Governmental decisions, such as the executive order issued by the President of
the United States in 1933 requiring all persons in the United States to deliver gold to the Federal Reserve or the abandonment
of the gold standard by the United States in 1971, have been viewed as having significant impact on the supply and demand of gold
and the price of gold. Future governmental decisions may have an impact on the price of gold, and may result in a significant decrease
or increase in the value of the net assets and the Net Asset Value of the Trust.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Several factors may have the effect
of causing a decline in the prices of gold and a corresponding decline in the price of shares, including:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">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.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">A significant change in the attitude of speculators and investors towards gold. Should the speculative
community take a negative view towards gold, it could cause a decline in world gold prices, negatively impacting the price of the
shares.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">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.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">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.</TD></TR></TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Gold owned by the Trust may be subject
to loss, damage, theft or restriction on access.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">There is a risk that
part or all of the Trust&rsquo;s gold could be lost, damaged or stolen. Access to the Trust&rsquo;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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Although the Trust
does not insure gold held by the Custodian, the Custodian&rsquo;s obligations in relation to gold owned by the Trust and held in
safekeeping by the Custodian are subject to the Government Guarantee in the event the Gold is lost, damaged, or stolen. The Custodian
also has comprehensive insurance in place to cover the risks of holding Gold. In such instances, if the Custodian is unable to
satisfy any claims against it (including through any insurance arrangements in place), the Trust will need to rely on the Government
of Western Australia&rsquo;s ability to satisfy the obligations of the Custodian that are subject to the Government Guarantee.
There is no dollar limit or similar restriction with respect to the Trust&rsquo;s ability to enforce the Government Guarantee against
the Government of Western Australia. However, if the Trust&rsquo;s gold is lost, damaged, stolen or destroyed under circumstances
rendering the Government of Western Australia liable to the Trust under the terms of the Government Guarantee, it is possible that,
in certain instances, the Government of Western Australia may not be able to satisfy the Trust&rsquo;s claim, for instance if the
solvency of the Government of Western Australia is inadequate after recourse to insurers and others have been exhausted. In addition,
there is a risk that future legislative action could alter the terms of the Guarantee applicable to gold held by Gold Corporation.
Moreover, losses due to nuclear accidents, terrorism, riots, acts of God, insurrections, strikes and similar causes beyond the
control of the Custodian and for which the Custodian would not be liable may be sustained by the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Any loss of gold owned
by the Trust that is not recovered will result in a corresponding loss in the Net Asset Value and it is reasonable to expect that
such loss will also result in a decrease in the value at which the shares are traded on the NYSE Arca.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The value of the shares could decline
if unanticipated operational or trading problems arise.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">There may be unanticipated
problems or issues with respect to the mechanics of the Trust&rsquo;s operations and the trading of the shares that could have
a material adverse effect on an investment in the shares. In addition, to the extent that unanticipated operational or trading
problems or issues arise, a Sponsor&rsquo;s past experience and qualifications may not be suitable for solving these problems or
issues.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Trust relies on the information
and technology systems of the Trustee, the Custodian, and the Sponsors, which could be adversely affected by information systems
interruptions, cybersecurity attacks or other disruptions, which could affect your personal information or result in a decline
in the price of the shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian, the
Trustee and the Sponsors depend upon information technology infrastructure, including network, hardware and software systems to
conduct their business as it relates to the Trust. A cybersecurity incident, or a failure to protect their computer systems, networks
and information against cybersecurity threats, could result in a loss of information and adversely affect their ability to conduct
their business, including their business on behalf of the Trust. Despite implementation of network and other cybersecurity measures,
their security measures may not be adequate to protect against all cybersecurity threats.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In September 2018,
The Perth Mint, which is operated by the Custodian, was subject to a data breach of historical data held by a third party that
contained personal details belonging to a limited number of customers in an unrelated part of The Perth Mint business. Customers&rsquo;
investments remained safe and secure at all times and guaranteed by the Government of Western Australia. The breach was in an area
of the business unrelated to The Perth Mint&rsquo;s responsibilities as the Custodian of gold and did not affect any investors
in the Trust. There is no evidence that The Perth Mint&rsquo;s internal systems were compromised in any way, with the breach occurring
on the system of a third-party technology provider.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Any breach of the Trust&rsquo;s
information technology infrastructure or the information technology infrastructure of the Custodian, the Trustee or either Sponsor
could compromise customer personal information or result in the halting of Trust operations, the suspension of redemptions, a loss
of Trust assets, or damage to the Trust&rsquo;s reputation and reduce demand for the shares, all of which could result in a reduction
in the price of the shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Gold Corporation will deliver Physical
Gold to investors in exchange for their shares in accordance with an approved Application. A delay in the delivery of Physical
Gold to investors could result in losses if the price of gold declines.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation, for
an investor as customer, shall arrange for the delivery of Physical Gold to investors in exchange for their shares. After an investor
irrevocably submits shares to exchange for Physical Gold, Gold Corporation will deliver Physical Gold to the investor. Because
delivery time depends on many factors, including the types of Physical Gold requested and the delivery method chosen, considerable
time may elapse by the time investors receive their Physical Gold. Further, because shipments of Physical Gold may be broken down
into multiple smaller shipments, it may take additional time for an investor to receive all of the requested Physical Gold. A delay
in the delivery of Physical Gold to investors could result in losses if the price of gold declines.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If a U.S. investor who or that
is an individual, estate or trust (each referred to in this paragraph and the next two paragraphs as an
&ldquo;individual&rdquo;) sells or exchanges shares held for more than a year in a taxable exchange, any gain recognized on
the sale or exchange generally will be subject to federal income tax at a maximum rate of 28% rather than the lower maximum
rates applicable to most other long-term capital gains an individual recognizes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gains recognized by
an individual from the sale of &ldquo;collectibles,&rdquo; which term includes gold, held for more than one year are subject to
federal income tax at a maximum rate of 28% rather than the lower 20% maximum rate applicable to most other long-term capital gains
recognized by individuals.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">For these
purposes, gain an individual recognizes on the sale of an interest in a &ldquo;grantor trust&rdquo; (such as the Trust) that
holds collectibles is treated as gain recognized on the sale of the collectibles, to the extent the gain
is attributable to unrealized appreciation in value of the collectibles. Therefore, any gain recognized by an individual U.S.
investor attributable to a sale or exchange of shares held for more than one year in a taxable exchange, or attributable to
the Trust&rsquo;s sale of any gold that the investor is treated (through his, her or its ownership of shares) as having held
for more than one year, generally will be subject to federal income tax at a maximum rate of 28%. The tax rates for capital
gains recognized on the sale of assets held by an individual U.S. investor for one year or less, or by a taxpayer other than
an individual, are generally the same as those at which ordinary income is taxed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>The purchase of
shares by an IRA or a Tax-Qualifed Account may constitute the acquisition of a collectible or be treated as a tax distribution
to the IRA owner or plan participant under Code section 408(m).</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust cannot make
any assurances that the purchase of shares by an IRA or a Tax-Qualified Account will not constitute the acquisition of a collectible
or be treated as a taxable distribution to the IRA owner or plan participant under Code section 408(m). In particular, if a redemption
of shares results in the delivery of gold to an IRA or Tax-Qualified Account, it is expected that such distribution would constitute
the acquisition of a collectible to the extent provided under that section. See also &ldquo;Federal Income Tax Consequences.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">An investor may recognize income
for federal income tax purposes in the absence of a corresponding cash distribution.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust will be
treated as a grantor trust for federal income tax purposes. As such, investors in the Trust will be treated as if they
directly received their respective pro rata share of the Trust&rsquo;s income, if any, even though investors should not
expect any cash distributions from the Trust. The character of this income will be determined on the basis of the
particular circumstances of each investor. For example, if the Trust sells gold to generate cash to pay its fees or expenses,
an investor will recognize gain or loss depending on the particular circumstances of such investor. In addition, the transfer
of gold to a Sponsor as payment of the fee to a Sponsor and/or reimbursement of the Trust&rsquo;s expenses and/or
liabilities will be treated as a taxable exchange of the gold by the Trust, and thus will also constitute a taxable event for
investors. For further discussion and special rules that may affect Non-U.S. Investors, see &ldquo;Federal Income
Tax Consequences&rdquo; below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0"><B>Although the Sponsors
expect that an exchange of Trust shares for Physical Gold from the Gold Corporation&rsquo;s own account is not a taxable exchange,
the Sponsors cannot give any assurances that the IRS will agree with this interpretation.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If an investor delivers
some or all of its shares in an exchange with the Gold Corporation for gold that contains the equivalent metallic content (including
coins, cast bars and minted bars of the same fineness and purity) as the gold held by the Trust, such exchange is not expected
to be a taxable event for the investor. However, investors should be aware that neither U.S. federal income tax law nor administrative
guidance specifically address the tax consequences of an exchange of shares of a grantor trust such as the Trust, for Physical
Gold not held by the Trust. Although the Trust expects that an exchange of Trust shares for Physical Gold from the Gold Corporation&rsquo;s
own account is not a taxable exchange, investors should consult their own tax advisors as to the specific tax consequences in their
particular circumstances.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the processes of
creation and redemption of shares by Authorized Participants (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 the shares may decline and the price of the shares may fluctuate independently of
the price of gold and may fall.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If an investor requests that Physical
Gold be delivered to a destination that is outside the &ldquo;chain of integrity,&rdquo; the Physical Gold may need to be re-assayed,
which could result in additional costs for the investor and potential delays in assaying the Physical Gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">London Bars are generally
accepted by institutional gold dealers without assaying because such London Bars are produced according to strict LBMA specifications
and regularly audited to ensure that specifications meet those stated. When traded exclusively among certain institutional gold
dealers, London Bars are considered to remain within the &ldquo;chain of integrity.&rdquo; By remaining in the chain of integrity,
London Bars have historically been available at the lowest transaction costs of any gold bullion because assay costs are minimized.
However, a London Bar that leaves the chain of integrity may need to be re-assayed. In addition to the costs associated with assaying,
there may be significant delays in assaying gold, especially during times when gold may be in high demand, due to potential backlogs.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If, upon exchanging
shares for Physical Gold, an investor requests that the Physical Gold be delivered from Gold Corporation to another bank or a vault
in the business of holding Physical Gold for institutional investors, the Physical Gold may continue to be accepted for trading
without being re-assayed while in the custody of that institution.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If an investor instructs
that London Bars be delivered to a destination other than an institutional gold dealer, the London Bars delivered to the investor
may no longer be deemed part of the chain of integrity. This may make a future sale of such gold more difficult and expensive.
In addition, the value of any London Bars that have left the chain of integrity are likely to be at a discount from the spot price
of gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Physical gold other
than London Bars also may need to be re-assayed should they leave Gold Corporation. For example, 1 (one) and 10 (ten) ounce bars
may be accepted by some dealers without re-assaying should the bars appear in excellent condition and/or remain in the mint&rsquo;s
original packaging. However, investors should be aware that dealers may charge a fee to re-assay any bar for any reason.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investors do not have the rights normally
associated with ownership of shares of other types of investment vehicles. For example, investors have extremely limited voting
rights in comparison to those of shareholders in traditional operating companies.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust is a passive
investment vehicle with no management and no board of directors. Thus, the shares are not entitled to the same rights as shares
issued by a corporation operating a business enterprise with management and a board of directors. By acquiring shares, you are
not acquiring the right to elect directors, to vote on certain matters regarding the issuer of your shares or to take other actions
normally associated with the ownership of shares, such as the right to bring &ldquo;oppression&rdquo; or &ldquo;derivative&rdquo;
actions. Moreover, the Trustee and Sponsors may impose or increase any fees or charges applicable to the shares without a vote
of the investors, subject to the provision of any required notice under the Trust Agreement. You will only have the extremely limited
rights described under &ldquo;Description of the Shares.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">By the acceptance of a share of the
Trust, each investor consents to New York jurisdiction and waives any claim that a New York court is an inconvenient venue or is
otherwise inappropriate.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Each investor, by the
acceptance of a share of the Trust, consents to the non-exclusive jurisdiction of the courts of the State of New York and any federal
courts located in the borough of Manhattan in New York City. By consenting to New York jurisdiction an investor waives any claim
that a New York court is an inconvenient venue or is otherwise inappropriate. As such, an investor could be required to litigate
a matter relating to the Trust in a New York court, even if that court may otherwise be inconvenient for the investor.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investors will not have the protections
normally associated with ownership of shares in an investment company registered under the 1940 Act or the protections afforded
by the Commodity Exchange Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust is not registered
as an investment company under the 1940 Act and is not required to register thereunder. Consequently, investors do not have the
regulatory protections provided to investors in investment companies including oversight by an independent board of directors,
bans on self-dealing, and the requirement that fund assets be held separately from the assets of a fund&rsquo;s adviser, among
others. The Trust will not hold or trade in commodity futures contracts regulated by the Commodity Exchange Act, as administered
by the CFTC. Furthermore, the Trust is not a commodity pool for purposes of the Commodity Exchange Act, and neither the Sponsors
nor the Trustee are subject to regulation by the CFTC as commodity pool operators, or commodity trading advisors, in connection
with the shares. Therefore, investors will not have the regulatory protections provided to investors in instruments or commodity
pools regulated by the Commodity Exchange Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Trust may be required to terminate
and liquidate at a time that is disadvantageous to investors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the Trust is required
to terminate and liquidate, such termination and liquidation could occur at a time that is disadvantageous to investors, such as
when gold prices are lower than the gold prices at the time when investors purchased their shares. In such a case, the Trust&rsquo;s
gold may be sold as part of the Trust&rsquo;s liquidation and the resulting proceeds distributed to investors will be less than
if gold prices were higher at the time of the sale.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Although the relationship between
the Custodian and the Trustee concerning the custody of the Trust&rsquo;s gold is expressly governed by U.K. law, a court hearing
any legal dispute concerning that arrangement may disregard that choice of law and apply U.S. law, in which case the ability of
the Trust to seek legal redress against the Custodian may be frustrated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The obligations of
the Custodian under the Custody Agreement are governed by U.K. law. The Trust is a New York common law trust. Any United States,
New York or other court situated in the United States may have difficulty interpreting U.K. law (which, insofar as it relates to
custody arrangements, is largely derived from court rulings rather than statute), LBMA rules or the customs and practices in the
London custody market. It may be difficult or impossible for the Trust to sue the Custodian in a United States, New York or other
court situated in the United States. In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce
in a foreign court a judgment rendered by a United States, New York or other court situated in the United States.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investors and Authorized Participants
lack the right under the Custody Agreement to assert claims directly against the Custodian, which significantly limits their options
for recourse.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Neither the investors
nor any Authorized Participant will have a right under the Custody Agreement to assert a claim of the Trustee against the Custodian.
Claims under the Custody Agreement may only be asserted by the Trustee on behalf of the Trust.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Trust relies on the Custodian
for the safekeeping of essentially all of the Trust&rsquo;s gold. As a result, failure by the Custodian to exercise due care in
the safekeeping of the Trust&rsquo;s gold could result in a loss to the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust will be reliant
on the Custodian for the safekeeping of essentially all of the Trust&rsquo;s gold. The Trustee is not liable for the acts or omissions
of the Custodian. The Trustee has no obligation to monitor the activities of the Custodian other than to receive and review reports
prepared by the Custodian pursuant to the Custody Agreement. In addition, the ability of the Administrative Sponsor to monitor
the performance of the Custodian may be limited because under the Custody Agreement the Trustee and the Administrative Sponsor
and any accountants or other inspectors selected by the Administrative Sponsor have only limited rights to visit the premises of
the Custodian for the purpose of examining the Trust&rsquo;s gold and certain related records maintained by the Custodian. As a
result of the above, any failure by the Custodian to exercise due care in the safekeeping of the Trust&rsquo;s gold may not be
detectable or controllable by the Trustee and could result in a loss to the Trust. However, the Trust would have the ability to
file a claim to recover any such loss from the government of Western Australia under the terms of the Government Guarantee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">If the Custodian becomes insolvent,
the Trust would be an unsecured creditor, and the Custodian&rsquo;s assets, and the assets of the Government of Western Australia
under the Government Guarantee, may not be adequate to satisfy a claim by the Trust or any Authorized Participant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In the event the Custodian
becomes insolvent, the Custodian&rsquo;s assets might not be adequate to satisfy a claim by the Trust or the Authorized Participant
for the amount of gold held in their respective unallocated gold accounts. Although gold held by the Custodian for the benefit
of the Trust, and all moneys payable by the Custodian, is subject to the Government Guarantee, and there is no dollar limit or
similar restriction with respect to the Trust&rsquo;s ability to enforce the Government Guarantee against the Government of Western
Australia, there is also a risk that, in certain instances, the Government of Western Australia may not be able to satisfy the
Government Guarantee, for instance if the solvency of the Government of Western Australia is inadequate after recourse to insurers
and others have been exhausted.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In issuing Baskets, the Trustee will
rely on certain information received from the Custodian that is subject to confirmation after the Trustee has relied on the information.
If such information turns out to be incorrect, Baskets may be issued in exchange for an amount of gold that is more or less than
the amount of gold required to be deposited with the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian&rsquo;s
definitive records are prepared after the close of its business day. However, when issuing Baskets, the Trustee will rely on information
reporting the amount of gold credited to the Trust&rsquo;s accounts that it receives from the Custodian during the business day
and that is subject to correction during the preparation of the Custodian&rsquo;s definitive records after the close of business.
If the information relied upon by the Trustee is incorrect, the amount of gold actually received by the Trust may be more or less
than the amount required to be deposited for the issuance of Baskets.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The amount of gold represented by
each share will decrease when the Custodial Sponsor Fee is paid in gold and when the Trustee sells the Trust&rsquo;s gold to pay
Trust expenses (in the unlikely event that Trust expenses are paid by the Trust directly). Without increases in the price of gold
sufficient to compensate for that decrease, the price of the shares will also decline and you will lose money on your investment
in shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Although the Custodial
Sponsor has agreed to assume organizational, ordinary administrative and marketing expenses incurred by the Trust, not all Trust
expenses will be assumed by the Custodial Sponsor. For example, most taxes and other governmental charges that may be imposed on
the Trust&rsquo;s property will not be paid by the Custodial Sponsor. As part of its agreement to assume some of the Trust&rsquo;s
ordinary administrative expenses, the Custodial Sponsor has agreed to pay routine legal fees and expenses of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodial Sponsor
intends to accept gold for the Custodial Sponsor Fee and reimbursement of expenses not assumed by the Custodial Sponsor. However,
the Trust may be subject to certain other liabilities (for example, as a result of litigation) that have not been assumed by a
Sponsor. The Trust will sell gold to pay those expenses, unless a Sponsor agrees to pay such expenses out of its own pocket and
receive reimbursement from the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">To the extent the Trust
pays the Custodial Sponsor Fee in gold or sells gold to cover expenses or liabilities, the amount of gold represented by each share
will decrease. New deposits of gold, received in exchange for new shares issued by the Trust, would not reverse this trend. A decrease
in the amount of gold represented by each share results in a decrease in the price of a share even if the price of gold has not
changed. To retain the share&rsquo;s original price, the price of gold would have to increase. Without that increase, the lesser
amount of gold represented by the share will have a correspondingly lower price. If these increases do not occur, or are not sufficient
to counter the lesser amount of gold represented by each share, you will sustain losses on your investment in shares. For example,
assuming the Trust has not incurred fees or expenses in excess of the amount the Custodial Sponsor has agreed to bear and the shares
trade at the same price as the Trust&rsquo;s Net Asset Value, the price of the gold represented by your shares would need to increase
by the amount of the Custodial Sponsor Fee between the date of your purchase and one year later so that your shares would have
the same value on both dates, not including any transaction costs you may incur to purchase your shares. The Custodial Sponsor
Fee is currently 0.18% of the Net Asset Value of the Trust. As such, the value of the gold represented by a share would need to
increase by at least 0.18% at the end of the first year to equal the share&rsquo;s initial selling price.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The value of the shares will be adversely
affected if the Trust is required to indemnify the Sponsors, the Trustee or the Custodian as contemplated in the Trust Agreement
and the Custody Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under the Trust Agreement,
each of the Sponsors 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 or willful malfeasance on its part or reckless disregard of its obligations under
the Trust Agreement. Similarly, the Custody Agreement provides for indemnification of the Custodian by the Trust under certain
circumstances. That means that it may be necessary to sell assets of the Trust to cover losses or liability suffered by a Sponsor,
the Trustee or the Custodian. Any sale of that kind would reduce the Net Asset Value of the Trust and the value of the shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_005"></A>USE OF PROCEEDS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Proceeds received by
the Trust from the issuance and sale of Baskets consist of gold deposits. Such deposits are held by the Custodian on behalf of
the Trust until (1) distributed to Authorized Participants in connection with redemptions of Baskets, (2) transferred to pay the
Custodial Sponsor Fee or (3) sold to pay Trust expenses and liabilities not assumed by the Custodial Sponsor. See &ldquo;Description
of the Trust&mdash;Trust Expenses.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_006"></A>THE GOLD INDUSTRY</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Gold Supply and Demand</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Two unique qualities
of gold set it apart from other commodities: (i) gold (whether coin, jewelry or bullion) can be stored in a vault at low cost and
not deteriorate; and (ii) gold can be used as a store of value. From its original use in jewelry and decorative arts to its later
role as a standard trading medium and storage of value, gold has been instrumental in the historical development of the world&rsquo;s
economies and exchange systems. Today, gold remains a key component of many countries&rsquo; official reserves and has retained
its importance within jewelry making. Along with its aesthetic attributes and scarcity, gold exhibits desirable physical characteristics
as a trading medium: great malleability and durability. Gold is an easy metal to work with&mdash;it is often discovered in a virtually
pure and workable state, making it easy to be melted, processed, and formed into standardized shapes. As a unit of value, gold
therefore displays high levels of portability and measurability. Moreover, as compared to other perishable commodities that have
historically been used as mediums of exchange (i.e., cattle, furs and tobacco), gold is much more durable; in addition to its malleability,
gold is resistant to corrosion and tarnish, allowing gold to retain an intrinsically stable value. The table below summarizes the
world gold supply and demand from 2013-2017 and is based on information reported in Gold Focus 2018.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif">
<TR STYLE="vertical-align: bottom">
    <TD STYLE="font-weight: bold; border-bottom: Black 1.5pt solid">Tonnes</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2013</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt; text-align: center">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2014</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt; text-align: center">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2015</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt; text-align: center">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2016</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt; text-align: center">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">2017</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold; text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom">
    <TD STYLE="font-weight: bold">SUPPLY</TD><TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: right">&nbsp;</TD><TD>&nbsp;</TD><TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: right">&nbsp;</TD><TD>&nbsp;</TD><TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: right">&nbsp;</TD><TD>&nbsp;</TD><TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: right">&nbsp;</TD><TD>&nbsp;</TD><TD>&nbsp;</TD>
    <TD COLSPAN="2" STYLE="text-align: right">&nbsp;</TD><TD>&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="width: 40%; text-align: left">Mine Production</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">3,075</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">3,150</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">3,216</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">3,275</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 9%; text-align: right">3,292</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left">Old Scrap</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,255</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,194</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,129</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,291</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,167</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left">Net Hedging Supply</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&mdash;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">105</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">13</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">33</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&mdash;</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left">Total Supply</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">4,330</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">4,448</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">4,358</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">4,599</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">4,458</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="font-weight: bold">DEMAND</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&nbsp;</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left">Jewelry Fabrication</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">2,749</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">2,526</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">2,460</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,999</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">2,143</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left">Industrial Demand</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">350</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">349</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">332</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">323</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">333</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left">Net Physical Investment</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,717</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,058</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,072</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,063</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,035</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left">Net Hedging Demand</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">25</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&mdash;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&mdash;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">&mdash;</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">26</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left">Net Central Bank Buying</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">646</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">584</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">577</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">390</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">374</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="font-weight: bold; text-align: left">Total Demand</TD><TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="font-weight: bold; text-align: right">5,487</TD><TD STYLE="font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="font-weight: bold; text-align: right">4,517</TD><TD STYLE="font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="font-weight: bold; text-align: right">4,440</TD><TD STYLE="font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="font-weight: bold; text-align: right">3,775</TD><TD STYLE="font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="font-weight: bold">&nbsp;</TD>
    <TD STYLE="font-weight: bold; text-align: left">&nbsp;</TD><TD STYLE="font-weight: bold; text-align: right">3,911</TD><TD STYLE="font-weight: bold; text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left">Market Balance</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(1,157</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(68</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(83</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">824</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">548</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left">Net Investment in ETPs</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(912</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(184</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(125</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">547</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">203</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left">Market Balance less ETPs</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(245</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">116</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">42</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">277</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">345</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left">Gold Price (US$/oz, London)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,411</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,266</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,160</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,251</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,257</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
</TABLE>


<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Source: <I>Gold Focus 2018</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Totals may not add due to independent rounding.
Net producer hedging is the change in the physical market impact of mining companies&rsquo; gold loans, forwards and options positions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">According to the data
above, gold supply averaged 4,439 tonnes (t) per year between 2013 and 2017. The largest portion of gold supplied to the market
is from mine production, which averaged approximately 3,202t per year from 2013 through 2017. The second largest source of annual
gold supply is recycling gold, which is gold that has been recovered from jewelry and other fabricated products and converted back
into marketable gold. Recycled gold averaged approximately 1,207t annually between 2013 through 2017.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">According to the data
above, gold demand averaged 4,426t per year between 2013 and 2017. Gold demand generally comes from four sources: jewelry, industry
(including medical applications), investment and the official sector (including central banks and supranational organizations).
The largest source of demand comes from jewelry fabrication, which accounted for approximately 54% of the identifiable demand from
2013 through 2017 followed by net physical investment, which represents identifiable investment demand, which accounted for approximately
27%.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Central bank purchases
averaged 514t during the same period. The prominence given by market commentators to this activity coupled with the total amount
of gold held by the official sector has resulted in this area being one of the more visible shifts in the gold market.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Historical Price of Gold</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The price of gold is
volatile and its fluctuations are expected to have a direct impact on the value of the Trust&rsquo;s price per share. However,
movements in the price of gold in the past, and any past or present trends, are not a reliable indicator of future movements.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Movements in the price
of gold may be influenced by various factors, including economic concerns, announcements from central banks regarding a country&rsquo;s
reserve gold holdings, fluctuations in the value of the U.S. dollar and global political uncertainty.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The following chart
illustrates the changes in the price of gold in U.S. dollars per ounce over the period from June 1992 through December 2018. The
price of gold in the chart is based on the London AM Gold Fix and the LBMA Gold Price AM. The LBMA Gold Price replaced the previously
established London Gold Fix on March 20, 2015.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><IMG SRC="img_002.jpg" ALT="">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">Source: LBMA</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Allocated and Unallocated Gold</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Allocated gold is stored
in a vault under a custody arrangement, and the individual bars are the property of the owner. An allocated gold account is evidence
that uniquely identifiable gold has been &ldquo;allocated&rdquo; to the customer and is segregated from other metal held in the
custodian&rsquo;s vault. When held in this fashion, a customer has an indefeasible title to the gold held in the allocated account.
An allocated account should not entail any credit risk exposure to a custodian.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Unallocated gold is
also held with a custodian. However, unlike gold held in an allocated account, gold in an unallocated account does not entitle
the customer to a particular gold bar and the customer&rsquo;s holding is not segregated from that of other customers or the custodian.
Instead, the books and records of the custodian record that the customer is entitled to a specific number of ounces of fine gold.
As the gold is not segregated, the customer may have a credit risk exposure to the custodian.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Allocated and unallocated
gold held by the Custodian for the benefit of the Trust is covered by the Government Guarantee, which provides that the payment
of the cash equivalent of gold due, payable and deliverable by the Custodian under the Gold Corporation Act and all moneys due
and payable by the Custodian is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the State of Western
Australia. The Government Guarantee will apply to the Trust&rsquo;s allocated and unallocated gold for so long as the Custodian
(or a Sub-Custodian acting on the Custodian&rsquo;s behalf) holds such gold for the benefit of the Trust. In the event that gold
held by the Trust is lost, damaged, or stolen and the Custodian needs to rely on the Government Guarantee to satisfy its obligations
with respect to the Trust, the Custodian will purchase on the open market the required amount of gold needed to meet its obligations,
which amount shall be determined by the Custodian pursuant to the terms of the Trust Agreement. The Custodian will then request
funds from the Government of Western Australia to pay for the purchase (in other words, request the &ldquo;cash equivalent&rdquo;
of gold due). In this way, cash is converted into gold so that the Custodian can meet its legal delivery obligations with respect
to the Trust.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Global Over-the-Counter Market for Gold</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The global trade in
gold consists of over-the-counter, or OTC, transactions in spot, forwards, and options and other derivatives, together with exchange-traded
futures and options. The OTC market trades on a continuous basis and accounts for most global gold trading. Market makers and participants
in the OTC market trade with each other and their clients on a principal-to-principal basis. All risks and issues of credit are
between the parties directly involved in a specific transaction. The three products relevant to the LBMA are spot (S) contracts,
forward (F) contracts and options (O) contracts. A &ldquo;spot contract&rdquo; is a contract to buy or sell gold typically on or
before two Business Days following the date of the execution of the contract. A &ldquo;forward contract&rdquo; is an agreement
to buy or sell gold at a future date beyond the spot date at a price set at the time of the contract. An &ldquo;option contract&rdquo;
is an agreement that conveys to the purchaser the right, but not the obligation, to buy or sell a quantity of gold at a predetermined
rate during a period or at a time in the future. There are thirteen LBMA Market Makers who provide the service in one, two or all
three products. Of the thirteen LBMA Market Makers, there are five Full Market Makers and eight Market Makers. The five Full Market
Makers quoting prices in all three products are: Citibank N A, Goldman Sachs, HSBC Bank, JP Morgan Chase Bank and UBS. The eight
LBMA Market Makers who provide two-way pricing in either one or two products are: ICBC Standard Bank (S), Merrill Lynch International
(S, O), Morgan Stanley &amp; Co International (S, O), Societe Generale (S), Standard Chartered Bank (S, O), Bank of Nova Scotia
-ScotiaMocatta (S, F), Toronto-Dominion Bank (F) and BNP Paribas SA (F).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The OTC market provides
a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors. Bullion dealers customize
transactions to meet their clients&rsquo; requirements. The OTC market has no formal structure and no open-outcry meeting place.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The main centers of
the OTC market are London, New York and Zurich. Mining companies, central banks, manufacturers of jewelry and industrial products,
together with investors and speculators, tend to transact their business through one of these centers. Centers such as Dubai and
several cities in the Far East also transact substantial OTC market business. Bullion dealers have offices around the world and
most of the world&rsquo;s major bullion dealers are either members or associate members of the LBMA.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In the OTC market,
the standard size of gold trades ranges between 5,000 and 10,000 ounces. Bid-offer spreads are typically $0.50 per ounce. Transaction
costs in the OTC market are negotiable between the parties and therefore vary widely, with some dealers willing to offer clients
competitive prices for larger volumes, although this will vary according to the dealer, the client and market conditions. Cost
indicators can be obtained from various information service providers, as well as dealers.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Liquidity in the OTC
market can vary from time to time during the course of the 24-hour trading day. Fluctuations in liquidity are reflected in adjustments
to dealing spreads&mdash;the difference between a dealer&rsquo;s &ldquo;buy&rdquo; and &ldquo;sell&rdquo; prices. The period of
greatest liquidity in the gold market generally occurs at the time of day when trading in the European time zones overlaps with
trading in the United States, which is when OTC market trading in London, New York and other centers coincides with futures and
options trading on the New York Commodities Exchange (an affiliate of the Chicago Mercantile Exchange, Inc.).</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>The London Bullion Market Association (LBMA)</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The LBMA is a trade
association that, among other duties, maintains and publishes &ldquo;Good Delivery&rdquo; lists that establish a set of criteria
that a refiner and its gold must satisfy before being accepted for trading. Although the market for Physical Gold is distributed
globally, most over-the-counter market trades are cleared through London. The LBMA coordinates the market for gold and acts as
the principal point of contact between the market and its regulators.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">A primary function
of the LBMA is its involvement in the promotion of refining standards by maintenance of the &ldquo;London Good Delivery Lists,&rdquo;
which are the lists of LBMA-accredited melters and assayers of gold as well as the specifications to which a bar/ingot must adhere.
The LBMA also coordinates market clearing and vaulting, and promotes good trading practices.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Good Delivery&rdquo;
is a list of specifications a bar or ingot must meet to trade on the London gold markets. The standards for gold bars meeting the
&ldquo;London Good Delivery Lists&rdquo; are published in LBMA&rsquo;s &ldquo;The Good Delivery Rules for Gold and Silver Bars.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold is usually traded
on the London market on a loco London basis. This means the gold is physically held in vaults in London or is transferred into
accounts established in London. Payment upon settlement and delivery of a loco London spot trade is usually in US dollars, two
business days after the trade date. Delivery of the gold is either by physical delivery or through the LBMA clearing system to
an unallocated account.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Gold Trading Unit</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The trading unit for
gold is one fine troy ounce (&ldquo;fine&rdquo; meaning metal, that is, the actual gold content based on 100 percent purity). The
conversion factors between troy ounces and metric used by the LBMA are: one troy ounce equals 31.1034768 grams and one kilogram
equals 32.1507465 troy ounces.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>LBMA Price Auctions</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The London market provides
a metal pricing service whereby the &ldquo;LBMA Gold price&rdquo; is intended to represent the matching of orders from customers
throughout the world. The LBMA Gold price auction takes place twice daily by ICE Benchmark Administration (IBA) at 10:30 a.m. and
3:00 p.m. London time with the price set in US dollars per fine troy ounce. Under licensing arrangements introduced by the IBA
the price is displayed on the LBMA&rsquo;s website with a 30-minute delay.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0"><U>Futures Exchanges</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Although the Trust
does not invest in gold futures, information about the gold futures market is relevant as such markets are a source of liquidity
for the overall market for gold and impact the price of gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The major futures and
options exchanges include the New York Commodities Exchange, the Multi Commodity Exchange of India, the Tokyo Commodities Exchange,
and the Shanghai Futures Exchange. Other leading exchanges for gold derivatives trading include NYSE Liffe and Dubai Gold &amp;
Commodities Exchange. Gold futures and options are traded on these exchanges in standardized transaction sizes and delivery dates.
Only a small portion of the gold futures market turnover is typically physically delivered.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Over recent years,
China has become an important source of gold demand and its futures markets have grown. Gold futures contracts are traded on the
Shanghai Futures Exchange and the Shanghai Gold Exchange.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_007"></A>THE PERTH MINT</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation, the
Trust&rsquo;s Custodial Sponsor and Custodian, was empowered to take over the operations of The Perth Mint to mint and market gold,
silver and platinum Australian legal tender coinage to investors and collectors worldwide.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">For over a century,
The Perth Mint has produced high purity gold and silver bullion and minted fine coins and bullion bars. The Perth Mint is owned
by the Western Australian Government and operated by Gold Corporation (a Western Australian statutory body corporate). The Perth
Mint provides precious metal investment and storage solutions to more than 30,000 investors in over 130 countries and is a trusted
supplier and trader of precious metal investment products to some of the world&rsquo;s leading companies.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Perth Mint is much
more than a traditional mint. As a vertically integrated precious metals business, it offers its services throughout the entire
precious metals value chain. The Perth Mint&rsquo;s breadth of services and global reach means it can develop and nurture markets
for precious metals. With a reputation built on more than a century of refining and minting excellence, the mark of The Perth Mint
stands as a seal of quality and assurance.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Perth Mint Facts:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">100% owned by the Western Australian Government and operating under a legislated Western Australian
government guarantee contained within the Gold Corporation Act. There is no dollar limit or similar restriction with respect to
the Trust&rsquo;s ability to enforce the guarantee against the Government of Western Australia.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">The only LBMA accredited gold and silver refinery in Australia.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">The Perth Mint&rsquo;s investment bars are internationally acceptable and tradeable, with The Perth
Mint being one of only a few global refiners accredited by all five of the world&rsquo;s major gold exchanges.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Australia is the world&rsquo;s second largest producer of newly mined gold (approximately 295 tonnes
per annum) and is the world&rsquo;s largest exporter of newly-mined gold. The Perth Mint refined approximately 95% of Australia&rsquo;s
gold production in fiscal year 2016, a total of approximately 275 tonnes of gold.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Operates the largest refinery by volume and the largest bullion vault in the southern hemisphere.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Licensed to produce legal tender coins (16.22 million coins, medallions and minted bars sold in
2015-16).</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">The Perth Mint&rsquo;s well-established Western Australian Government guaranteed Depository provides
precious metals storage services to central banks, pension funds, corporate and private clients located throughout the world.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">The Perth Mint&rsquo;s legal tender coins, medallions and minted bars are recognized for their
quality and design.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">The Perth Mint offers a variety of gold products. Current examples of products available from
                                                                   The Perth Mint include London bars, 1 oz. Australian bars, 1 oz. Australian Kangaroo Coins and 1 kg 99.99% bars.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_008"></A>BUSINESS OF THE TRUST</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The activities of the
Trust are limited to: (1) issuing Baskets in exchange for the gold deposited by Authorized Participants with the Custodian for
safekeeping; (2) delivering gold in exchange for Baskets surrendered by Authorized Participants for redemption; (3) transferring
gold to the Custodial Sponsor to pay the Custodial Sponsor Fee and reimburse the Custodial Sponsor for expenses that the Custodial
Sponsor has paid on the Trust&rsquo;s behalf; and (4) selling gold as needed to pay Trust expenses not assumed by the Custodial
Sponsor.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trust Objectives</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust&rsquo;s primary
objective is to provide investors with an opportunity to invest in gold through its shares, and have the gold securely stored by
Gold Corporation, who serves as the Custodial Sponsor and Custodian. Another objective of the Trust is for the shares to reflect
the performance of the price of gold less the expenses of the Trust&rsquo;s operations. Each share represents a fractional undivided
beneficial interest in the Trust&rsquo;s net assets. An investment in Physical Gold may require expensive and sometimes complicated
arrangements in connection with the transportation, storing and insurance of the gold. The Trust provides investors with a convenient
and cost efficient way to buy and hold gold through an exchange traded security. Further, Gold Corporation separately provides
an option to take delivery of Physical Gold. Although owning shares will not be the exact equivalent of an investment in gold,
such shares provide investors with an alternative that allows a level of participation in the gold market through the securities
market.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Trust&rsquo;s Structure</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">To meet its investment
objectives and provide investors with an opportunity to invest in gold through the shares and to permit Authorized Participants
to take delivery of Physical Gold in exchange for their shares, the Sponsors have structured the Trust as follows:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Maintaining Allocated
Gold</I>. The Trust holds its Physical Gold in allocated form in the Trust Allocated Metal Account with the Custodian. The Trust
Allocated Metal Account will be used to hold Physical Gold deposited with the Trust. The Physical Gold is held in a segregated
fashion in the name of the Trust, not commingled with other depositor funds or assets. The Trust has full title to the gold with
the Custodian holding it on the Trust&rsquo;s behalf. Each investor owns a pro-rata share of the Trust, and as such holds pro-rata
ownership of the Trust assets, corresponding to the number of shares held. Trust holdings are identified and published on the Trust&rsquo;s
website showing the unique bar number, gross weight, the assay or fineness of each bar and its fine weight or debits to the holding
will be effected by physical movements of bars to or from the Trust&rsquo;s physical holding. The Trust&rsquo;s gold holdings are
subject to periodic audits.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Minimizing the Use
of Unallocated Gold</I>. The Trust will need unallocated gold to facilitate transactions with Authorized Participants and to pay
Trust expenses not assumed by the Custodial Sponsor, if any. The Custodian only will accept a delivery of gold in exchange for
a Basket if it believes it can promptly convert the gold to allocated gold. The Custodian allocates, or causes to allocate, ownership
of gold to the credit of the Trust Allocated Metal Account such that no amount of gold remains to the benefit of the Trust Unallocated
Metal Account at the Custodian&rsquo;s close of business on each Business Day. In the event that the Custodian is unable to fully
effect such allocation by such time due to reasons outside of its or its Sub-Custodian&rsquo;s control, the Custodian will use
reasonable efforts to cause such allocation as soon as possible. In order to ensure that all gold deposited into the Trust is fully
allocated into Physical Gold, the Trust may from time to time borrow no more than 430 fine ounces from the Custodian pursuant to
the terms of the Custody Agreement. Additionally, to the extent that the Custodian is permitted to substitute other Physical Gold
for Physical Gold held in the Trust Allocated Metal Account pursuant to the Custody Agreement and such substitution results in
the total number of Fine Ounces of Physical Gold held in the Trust Allocated Metal Account exceeding the total number of Fine Ounces
of Physical Gold held in the Trust Allocated Metal Account immediately prior to such substitution, the Trust may borrow an amount
of Fine Ounces equal to the amount of the excess number of Fine Ounces resulting from such substitution, with such borrowed amount
of Fine Ounces to be recorded as a corresponding amount due to the Custodian in the Trust Unallocated Metal Account, in accordance
with the Custody Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Minimizing Cash
Holdings</I>. The Trust is committed to minimizing the use of cash, keeping essentially all assets of the Trust in gold. To achieve
this, the Custodial Sponsor is paid a fee in gold rather than cash and has agreed to assume certain of the Trust&rsquo;s ordinary
expenses. The Trust will not normally hold cash, or any other assets besides gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Government Guarantee</I>.
The Government Guarantee applies to all gold held by the Custodian or a Sub-Custodian, whether in the Trust Allocated Metal Account,
the Trust Unallocated Metal Account, the GC Metal Account or in a Customer Account, for the benefit of the Trust or an investor
who is Gold Corporation&rsquo;s direct customer.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Transactions with
Authorized Participants</I>. By allowing Authorized Participants to directly issue and redeem Baskets with the Trust, Authorized
Participants may be able to take advantage of price discrepancies between the Trust&rsquo;s underlying gold holdings and the value
of the shares. As a result of this incentive provided to Authorized Participants, the value of the shares may reflect the performance
of the price of gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Easily Accessible
and Relatively Cost Efficient</I>. The shares offer an investment that is easily accessible and relatively cost efficient. Investors
can access the gold market through a traditional brokerage account. The Sponsors believe that investors will be able to more effectively
implement strategic and tactical asset allocation strategies that use gold by using the shares instead of using the traditional
means of purchasing, trading and holding gold. Transaction costs related to the shares may also be lower than those associated
with the purchase, storage and insurance of Physical Gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Exchange Traded
and Transparent</I>. The shares trade on the NYSE Arca under the symbol &ldquo;AAAU&rdquo; and provide investors with an efficient
means to implement various investment strategies. The Trust does not hold or employ any derivatives and the shares are backed by
the assets of the Trust. Furthermore, the value of the Trust&rsquo;s holdings are reported on the Trust&rsquo;s website daily.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Minimal Credit Risk</I>.
The shares represent an interest in Physical Gold owned by the Trust and held in physical custody at the Custodian. Physical gold
of the Trust is not subject to borrowing arrangements with third parties. Other than the gold temporarily being held in unallocated
form to facilitate the redemptions by Authorized Participants, the exchange of gold for different specifications and the payment
of Trust expenses not assumed by the Custodial Sponsor, if any, the Trust&rsquo;s gold is not subject to counterparty or credit
risks. The gold is held in the form of Physical Gold, which is allocated to the Trust Allocated Metal Account and held in the Trust&rsquo;s
name by the Custodian. This contrasts with other financial products that gain exposure to gold through the use of derivatives or
hold unallocated gold that may be subject to counterparty and credit risks. Any gold held in an unallocated form by the Trust is
covered by the Government Guarantee.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Secondary Market Trading</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The shares may trade
in the secondary market on the NYSE Arca at prices that are lower or higher relative to their Net Asset Value per share. The amount
of the discount or premium in the trading price relative to the Net Asset Value per share may be influenced by non-concurrent trading
hours between the NYSE Arca and the COMEX, London and Zurich. While the shares trade on the NYSE Arca until 4:00 p.m. New York
City time, liquidity in the global gold market may be reduced after the close of the major world gold markets, including London,
Zurich and COMEX, usually at 1:30 p.m. New York City time. As a result, during this time, trading spreads and the resulting premium
or discount on the shares may widen.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Legal Proceedings</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust is not aware
of any existing or pending legal proceedings against it, nor is it involved as a plaintiff in any proceeding or pending litigation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_009"></A>CREATION AND REDEMPTION OF SHARES BY
AUTHORIZED PARTICIPANTS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust issues and
redeems Baskets only to Authorized Participants. The creation and redemption of Baskets will only be 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 will be based on the combined Fine Ounces represented by 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. A Basket consists of at least 25,000
shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Only Authorized Participants
may place orders to create and redeem Baskets. The Authorized Participant Agreement provides the procedures for the creation and
redemption of Baskets and for the delivery of the gold required for such creations and redemptions. The Authorized Participant
Agreement and the related procedures attached thereto may be amended by the Trustee and the Administrative Sponsor without the
consent of any investor or Authorized Participant. A transaction fee of $500 will be assessed on all creation and redemption transactions
and paid to the Trustee. This transaction fee can be waived at the Administrative Sponsor&rsquo;s discretion. Multiple Baskets
may be created on the same day, provided each Basket meets the requirements described below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Authorized Participants
who make deposits with the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation or inducement
of any kind from either a Sponsor or the Trust, and no such person has any obligation or responsibility to a Sponsor or the Trust
to effect any sale or resale of shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Authorized Participants
are cautioned that some of their activities will result in their being deemed participants in a distribution in a manner that would
render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act,
as described in &ldquo;Plan of Distribution.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Prior to initiating
any creation or redemption order, an Authorized Participant must have an agreement with the Custodian establishing an unallocated
gold account directly with the Custodian or have an existing unallocated gold account with another LBMA-member custodian identified
by the Authorized Participant to the Custodian and the Trustee. Gold held in Authorized Participants&rsquo; unallocated accounts
is typically not segregated from the custodian&rsquo;s assets. As a result, an Authorized Participant establishing an unallocated
account will have no proprietary interest in any specific bars of gold held by the applicable custodian. Therefore, credits to
such an unallocated account are at risk of such custodian&rsquo;s insolvency, provided, however, that Gold held in an unallocated
account with Gold Corporation as the Custodian is subject to the Government Guarantee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Certain Authorized
Participants are expected to have the ability to participate directly in the gold bullion market and the gold futures market. 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 will be registered as a broker-dealer under the Securities Exchange
Act of 1934, as amended (the &ldquo;Exchange Act&rdquo;), and regulated by FINRA or will be exempt from being or otherwise will
not be required to be so regulated or registered, and will 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 will be regulated under federal and state banking
laws and regulations. Each Authorized Participant will have its own set of rules and procedures, internal controls and information
barriers as it determines is appropriate in light of its own regulatory regime.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="margin-top: 0pt; text-align: center; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->37<!-- Field: /Sequence --></P></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Authorized Participants
may act for their own accounts or as agents for broker-dealers, custodians and other securities market participants that wish to
create or redeem Baskets. An order for one or more Baskets may be placed by an Authorized Participant on behalf of multiple clients.
As of the date of this Prospectus, Virtu Financial BD, LLC has signed an Authorized Participant Agreement with the Administrative
Sponsor and the Trustee, and may create and redeem Baskets as described above. Persons interested in purchasing Baskets may contact
the Administrative Sponsor or the Trustee to obtain the contact information for the Authorized Participants.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold is delivered to
the Trust and distributed by the Trust through credits and debits between Authorized Participants&rsquo; accounts, the GC Metal
Account, the Trust Unallocated Metal Account and the Trust Allocated Metal Account. When the Trustee requests creation of a basket
at an Authorized Participant&rsquo;s request, the Authorized Participant will then transfer gold to the Authorized Participant&rsquo;s
unallocated metal account, if maintained with Gold Corporation, or if maintained with a LBMA gold clearing bank, to the GC Metal
Account. On the same business day, the Custodian will transfer the gold from the Authorized Participant&rsquo;s account with Gold
Corporation or the GC Metal Account, as applicable, to the Trust Unallocated Metal Account and then allocate the gold to the Trust
Allocated Metal Account where it will be stored for safekeeping. Once gold has been accepted by the Custodian, the Custodian bears
the risk of loss. Once gold has been released by the Custodian for delivery to an Authorized Participant, the Authorized Participant
bears the risk of loss.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">All gold represented
by a credit to any Authorized Participant&rsquo;s unallocated account represents a right to receive Fine Ounces of gold. London
Bars must conform to London Good Delivery Standards.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under the Authorized
Participant Agreement, the Administrative Sponsor has agreed to indemnify the Authorized Participants against certain liabilities,
including liabilities under the Securities Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The following description
of the procedures for the creation and redemption of Baskets is only a summary and an investor should refer to the relevant provisions
of the Trust Agreement and the form of Authorized Participant Agreement for more detail, each of which is attached as an exhibit
to the registration statement of which this Prospectus is a part. See &ldquo;Where You Can Find More Information&rdquo; for information
about where you can obtain the registration statement.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Creation Procedures &ndash; Authorized
Participants</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On any business day,
an Authorized Participant may place an order with the Trustee to create one or more Baskets. For purposes of processing both purchase
and redemption orders, a &ldquo;business day&rdquo; means any day other than a day: (1) when the NYSE Arca is closed for regular
trading; or (2) if the order or other transaction requires the receipt or delivery, or the confirmation of receipt or delivery,
of gold in the United Kingdom, Western Australia or in some other jurisdiction on a particular day, (A) when banks are authorized
to close in the United Kingdom, Western Australia or in such other jurisdiction or when the London gold market is closed or (B)
when banks in the United Kingdom, Western Australia or in such other jurisdiction are, or the London gold market is, not open for
a full business day and the order or other transaction requires the execution or completion of procedures which cannot be executed
or completed by the close of the business day. Purchase orders must be placed prior to the Order Cutoff Time on any business day.
The day on which the Trustee receives a valid purchase order is the purchase order date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">By placing a purchase
order, an Authorized Participant agrees to deposit gold with the Trust, as described below. Prior to the delivery of Baskets for
a purchase order, the Authorized Participant also must have wired to the Trustee the amount of the applicable transaction fees
and expenses due for the purchase order, including the Trustee&rsquo;s fee and all taxes, governmental charges and fees payable
in connection with such deposit, the transfer of gold and the issuance and delivery of shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Determination of
Required Deposits</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee shall determine
the Basket Gold Amount for each Business Day, and each such determination thereof and the Trustee&rsquo;s resolution of questions
concerning the composition of the Basket Gold Amount shall be final and binding on all persons interested in the Trust. The initial
Basket Gold Amount was 500 Fine Ounces of gold. After the initial deposit of gold into the Trust, the Basket Gold Amount for each
Business Day shall be an amount of gold equal to:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 10%; font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; margin-left: 0.5in">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 100%; padding-right: 5.75pt; padding-left: 5.75pt; text-align: center; text-indent: 0in; white-space: nowrap"><U>(a) minus (b)</U></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding-right: 5.75pt; padding-left: 5.75pt; text-align: center; text-indent: 0in; white-space: nowrap">(c)&nbsp;divided&nbsp;by&nbsp;(d)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Where:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(a) =</TD><TD STYLE="text-align: justify">the total number of Fine Ounces of gold held in the Trust as of the opening of business on such
Business Day</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(b) =</TD><TD STYLE="text-align: justify">the number of Fine Ounces of gold equal in value to the Trust&rsquo;s unpaid expense accrual as
of the opening of business on such Business Day</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(c) =</TD><TD STYLE="text-align: justify">the total number of Shares outstanding as of the opening of business on such Business Day</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in; text-align: left">(d) =</TD><TD STYLE="text-align: justify">25,000 (or other number of Shares in a Basket for such
Business Day)</TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Fractions of a Fine
Ounce of gold included in the Basket gold Amount smaller than 0.001 Fine Ounces shall be disregarded. The Custodial Sponsor shall
publish, or shall designate the Administrative Sponsor or other persons to publish, for each Business Day, the Basket Gold Amount.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>


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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Delivery of Required
Deposits</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">An Authorized Participant
who places a purchase order is responsible for crediting its account, if held at the Custodian, with the required gold deposit
amount and, if the Authorized Participant does not maintain its account with the Custodian, causing the required gold deposit to
be transferred to the Custodian, by 8:00 a.m. London time on the second business day following the purchase order date. No shares
are issued unless and until the Custodian has informed the Trustee that it has credited to the Trust the corresponding amount of
gold. Upon transfer of the gold deposit amount to the Trust, the Trustee will direct DTC to credit the number of Baskets ordered
to the Authorized Participant&rsquo;s DTC account. The expense and risk of delivery, ownership and safekeeping of gold, until such
gold has been received by the Custodian on behalf of the Trust, shall be borne solely by the Authorized Participant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Rejection of Purchase
Orders</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee may, and
upon direction of a Sponsor shall, reject a gold deposit at any time (i) when the Trustee&rsquo;s transfer books are closed, (ii)
if the Custodian has informed the Trustee and the Administrative Sponsor that it is unable to allocate gold to the Trust Allocated
Metal Account, or (iii) if any such action is deemed necessary or advisable by the Custodial Sponsor, for any reason in its sole
discretion at any time or from time to time, but only after consulting with the Administrative Sponsor. Neither the Trustee nor
a Sponsor will be liable for the rejection of any purchase order or gold deposit.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Redemption Procedures &ndash; Authorized
Participants</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The procedures by which
an Authorized Participant can redeem one or more Baskets mirrors the procedures for the creation of Baskets. On any business day,
an Authorized Participant may place an order with the Trustee to redeem one or more Baskets. Redemption orders must be placed prior
to the Order Cutoff Time on each business day the NYSE Arca is open for regular trading. A redemption order so received is effective
on the date it is received in satisfactory form by the Trustee. The redemption procedures allow only Authorized Participants to
redeem Baskets. An investor may not redeem Baskets other than through an Authorized Participant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">By placing a redemption
order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC&rsquo;s book-entry system to the Trust
no later than the second business day following the effective date of the redemption order. Prior to the delivery of the redemption
distribution for a redemption order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction
fee due for the redemption order.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The redemption distribution
from the Trust consists of a credit to the redeeming Authorized Participant&rsquo;s account representing the amount of the gold
held by the Trust evidenced by the shares being redeemed as of the date of the redemption order. Fractions of a Fine Ounce included
in the redemption distribution smaller than 0.001 of a Fine Ounce are disregarded. A redeeming Authorized Participant is responsible
for any applicable tax, fees or other governmental charge that may be due, as well as any charges or fees in connection with the
transfer of gold and the issuance and delivery of shares, and any expense associated with the delivery of gold other than by credit
to an Authorized Participant&rsquo;s unallocated account with the Custodian or another LBMA-member clearing bank.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Delivery of Redemption
Distribution</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The redemption distribution
due from the Trust is delivered to the Authorized Participant on the third business day following the redemption order date if,
by 9:00 a.m. New York City time on the second business day following the redemption order date, the Trustee&rsquo;s DTC account
has been credited with the Baskets to be redeemed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian will
arrange for the redemption amount in gold to be transferred from the Trust Allocated Metal Account to the Trust Unallocated Metal
Account, and, ultimately, to the redeeming Authorized Participant&rsquo;s account. With respect to a redemption order provided
in the ordinary course, the Custodian shall deliver unallocated gold to the account indicated by the redeeming Authorized Participant
in its redemption order on the third business day following the order date, unless a different business day is expressly agreed
to by the parties at the time of the transaction.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Suspension or Rejection
of Redemption Orders</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee may, in
its discretion, and will when directed by the Custodial Sponsor, suspend the right of redemption, or postpone the redemption settlement
date or reject a particular redemption order (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, (2) for any period during which an emergency exists
as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the
Sponsors determine to be necessary for protection of registered owners of shares. Neither a Sponsor nor the Trustee will be liable
to any person or in any way for any loss or damages that may result from any such suspension, postponement or rejection.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">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.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Creation and Redemption Transaction
Fee</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">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 Sponsors.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Tax Responsibility</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Authorized Participants
are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge
applicable to the creation or redemption of Baskets and delivery and receipt of gold pursuant thereto regardless of whether such
tax or charge is imposed directly on the Authorized Participant. By placing a purchase order or redemption order, an Authorized
Participant agrees to indemnify the Sponsors, the Trustee and the Trust if any of them is required by law to pay any such tax or
charge, together with any applicable penalties, additions to tax and interest thereon.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


<!-- Field: Page; Sequence: 47; Value: 1 -->
    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="margin-top: 0pt; text-align: center; margin-bottom: 0pt"><!-- Field: Sequence; Type: Arabic; Name: PageNo -->41<!-- Field: /Sequence --></P></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_010"></A>TAKING DELIVERY OF PHYSICAL GOLD</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In exchange for its
shares, an investor is entitled to receive from Gold Corporation an amount of Physical Gold in return for such shares on the day
on which the investor&rsquo;s broker-dealer submits his or her shares to Gold Corporation in exchange for Physical Gold. The number
of shares to be delivered by an investor and the corresponding amount of Physical Gold received for such shares shall be specified
by Gold Corporation from time to time and notified by Gold Corporation to the investor in an Application. None of the Trustee,
the Administrative Sponsor or the Trust are involved in the exchange of an investor&rsquo;s shares for Physical Gold.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Application</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Investors interested
in taking delivery of Physical Gold in exchange for their shares in the Trust must first contact Gold Corporation to discuss the
types of Physical Gold, availability dates, product premiums, delivery fees, and suitable delivery locations and methods.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">To proceed, an investor
must provide Gold Corporation with sufficient details to enable Gold Corporation to identify the investor as a person owning a
beneficial interest in any shares of the Trust and to establish a Customer Account for the investor with Gold Corporation. Gold
Corporation may determine (in its absolute discretion) whether the investor has provided sufficient details to identify the investor
as a Beneficial Owner and to open the Customer Account with Gold Corporation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Based upon this discussion
with Gold Corporation, the investor is provided a pre-populated Application, including any applicable product premiums, delivery
fees and any other fees and charges that apply to the Application. Gold Corporation is entitled to receive all such premiums, fees
and charges in consideration for facilitating the delivery of the agreed Physical Gold products to the investor. The Application
will set forth the number of shares to be delivered to Gold Corporation for the amount of Physical Gold requested. The investor
shall be responsible for any applicable taxes or governmental charges. The Application will also contain a Delivery ID and the
investor&rsquo;s Customer Account number with Gold Corporation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Investors interested
in taking delivery of Physical Gold in exchange for their shares in the Trust must duly sign and submit the Application to Gold
Corporation within the Quotation Window. An Application expresses the investor&rsquo;s intention to deliver shares for Physical
Gold on the Share Submission Day. The investor must also provide instructions to his or her broker-dealer to effect the exchange
of shares for Physical Gold on the Share Submission Day. Gold Corporation may reject any Application.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Minimum Purity of Bars for Exchange</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation will
supply, for the purpose of delivery to investors requesting Physical Gold, coins, cast bars and minted bars without numismatic
value having a minimum fineness (or purity) of 995 parts per 1,000 (99.5%).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Delivery Amount and Share Submission
Quantity</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The pre-populated Application
specifies the type and quantity of Physical Gold to be delivered and the number of shares to be tendered in exchange. The Share
Submission Quantity corresponds to the Fine Ounce content of Physical Gold requested and shall equal a whole number of shares representing
an aggregate number of Fine Ounces equal to the Physical Gold requested plus any applicable product premiums and delivery fees.
The transaction will involve no payments of cash and will be wholly-settled in shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation publishes
on its website a calculator to estimate the amount of Physical Gold to be received in exchange for a certain number of shares to
be delivered. Any such estimate shall be non-binding on the investor and Gold Corporation. The Share Submission Quantity may be
rejected if Gold Corporation incurs extraordinary expenses between the submission of the Application and the Share Submission Day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In the event the investor
transfers a number of shares not corresponding to the Application, the investor must make any arrangements directly with Gold Corporation
and Gold Corporation reserves the right to reject the initial quote, and any additional costs incurred by Gold Corporation as a
result of an incorrect number of shares being delivered will be borne by the investor. Gold Corporation may decline to approve
the Application for any reason. In addition, the delivery of Physical Gold in exchange for shares shall be suspended in the event
Gold Corporation resigns as Custodial Sponsor or is otherwise unable or unwilling to accept applications from investors to take
delivery of Physical Gold.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Product Premiums and Other Charges</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The exchange of shares
for the delivery of Physical Gold is subject to prevailing product prices, which are disclosed on the Trust&rsquo;s website, and
the delivery fees associated with the transport of Physical Gold to investors, subject to transport providers&rsquo; rates from
time to time. Product prices will be based on the type of Physical Gold that is being requested.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust&rsquo;s website
contains a calculator to provide shareholders an estimate of the number of shares to be exchanged for the various products offered.
Such fees are expressed in terms of the number of Shares to be delivered to the Gold Corporation for the amount of Physical Gold
requested. Such fees will be provided to an investor as part of the pre-populated Application. The number of ounces represented
by the shares delivered will generally be higher than the amount of ounces of gold to be delivered, because the number of shares
delivered will also cover delivery charges and product premiums.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The table below includes
examples of products available from The Perth Mint and provides a snapshot of the gold products available as of the date of this
document. Further details of The Perth Mint&rsquo;s extensive product range are available from The Perth Mint&rsquo;s website:
www.perthmint.com.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B><U>Type of Gold</U></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">London bars</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">1 ounce Australian minted bars</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">1 ounce Australian Kangaroo Coins</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">32.148 ounce (1kg) 99.99% cast bar</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><U>Delivery Fees</U>:
The delivery fees cover the cost of preparing and transporting Physical Gold from the Gold Corporation to the location specified
by the investor in the Application. The delivery fees may also include the cost of insuring Physical Gold during transport.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><U>Sales Taxes</U>:
In the United States, Gold Corporation currently does not anticipate sales taxes applying to the delivery of gold to investors.
However, if such taxes or similar sales or value added taxes do apply in any jurisdiction, they are the sole responsibility of
the investor.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Delivery Method</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation will
ship Physical Gold to an investor using accepted business practices for precious metals delivery that may include, amongst others,
use of a conventional shipping carrier (e.g., U.S. Postal Service, Federal Express, United Parcel Service); or an armored transportation
service.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Investors should contact
Gold Corporation to discuss delivery method and location. Investors should be aware that the gold delivered is likely to represent
a substantial U.S. dollar value:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Shipments may be broken down into multiple smaller shipments and possibly shipped on different
days to meet insurance requirements of the shipping carrier or the investor and any requirements of the associated carriers. An
investor can utilize a shipping carrier only if insurance requirements can be met and the investor and Gold Corporation agree on
an acceptable delivery destination. A conventional shipping carrier may deliver gold to residential addresses.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Armored Transportation Service will only deliver to certain trusted locations; an Armored Transportation
Service does not deliver to residential addresses.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">An investor can utilize an armored truck service only if the investor and the Armored Transportation
Service agree on an acceptable delivery destination. London Bars will only be transported using Armored Transportation Service.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation may
decline an Application if a delivery method and location is not agreed upon.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Procedure for Submission of Application</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Having received a pre-populated
Application, the investor must submit a signed Application to Gold Corporation within the Quotation Window. An Application expresses
the investor&rsquo;s intention to exchange shares for Physical Gold on the stated date. Gold Corporation will screen and approve
the Application.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Applications received
after 4:00 p.m. New York City time are considered to have been received the next business day. Investors will be advised of reasons
for any delay. For Gold Corporation to approve an Application, the following conditions must be met:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">The Application must be submitted in a form satisfactory to Gold Corporation. Gold Corporation
shall confirm that:</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Times New Roman, Times, Serif">o</FONT></TD><TD STYLE="text-align: justify">The Delivery ID matches the Application with respect to the amount of Shares to be delivered, the
Physical Gold requested, and other applicable terms; and</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1.5in; text-align: justify; text-indent: -0.25in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 1.25in"></TD><TD STYLE="width: 0.25in"><FONT STYLE="font-family: Times New Roman, Times, Serif">o</FONT></TD><TD STYLE="text-align: justify">The Application otherwise is in good order.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Gold Corporation may decline to approve Applications for any reason, in its sole discretion. Upon
final approval of the Application by Gold Corporation, Gold Corporation shall return a copy of the Application to the investor.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Upon receipt of final approval of the Application by Gold Corporation, the investor shall instruct
the investor&rsquo;s broker to transfer the Shares to the account of Gold Corporation prior to the Order Cutoff Time on the designated
Share Submission Day.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The transfer of shares,
accompanied by the approved Application, is a binding and irrevocable request to take delivery of Physical Gold in exchange for
shares based on instructions in the Application. In the event the investor transfers a number of shares not corresponding to the
Application, the investor must make any arrangements directly with Gold Corporation, and Gold Corporation reserves the right to
reject the initial quote and any additional costs incurred by Gold Corporation as a result of an incorrect number of shares being
delivered will be borne by the investor. Gold Corporation may decline to approve the Application for any reason. In addition, the
delivery of Physical Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as the Custodial Sponsor
or is otherwise unable or unwilling to accept applications from investors to take delivery of Physical Gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation shall
arrange for and promptly ship the requested Physical Gold to the investor in accordance with the instructions provided by the investor
in the Application. Prior to signing an acknowledgment of receipt of Physical Gold, the investor must notify Gold Corporation in
writing of any complaints or objections concerning the shipment, delivery or receipt of the Physical Gold. Upon signing the acknowledgment
of receipt, the investor will be deemed to have accepted receipt of the Physical Gold in full satisfaction of the Physical Gold
due the investor and to have waived any and all claims the investor may have concerning the Physical Gold received by the investor.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>


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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Example of an Exchange of Shares for
Physical Gold</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In the following example,
an investor desires to receive 100 One Ounce Bars for a Share Submission Day of [Date (T)]:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="width: 78%; text-align: justify; text-indent: 0in">Investor contacts Gold Corporation at +61 8 9421 7615 or email address aaau@perthmint.com to discuss suitable delivery methods and types of Physical Gold available, availability dates, product premiums and delivery fees. The investor provides Gold Corporation with sufficient details to enable Gold Corporation to identify the investor as a Beneficial Owner and to establish a Customer Account for the investor with Gold Corporation. The investor and Gold Corporation agree to have 100 One Ounce Bars delivered to investor&rsquo;s home address by Federal Express delivery service. Based upon this discussion, the investor is provided a pre-populated Application with information necessary to further the Application. The Application will set forth the number of Shares to be delivered to Gold Corporation in return for the agreed Physical Gold products. The Delivery Quotation will also contain a unique Delivery ID and the investor&rsquo;s Customer Account number and be valid for three Business Days of receipt of the Delivery ID (the Quotation Window).</TD>
    <TD STYLE="width: 2%; text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="width: 20%; text-align: center; text-indent: 0in">[T-6]</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: justify; text-indent: 0in">Product premiums consist of $3,000 for One Ounce Bars based on an assumed $30 premium per Fine Ounce (including delivery fees).</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">$3,000 Product Premiums</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: justify; text-indent: 0in">Number of shares to be delivered to Gold Corporation, as provided on the Application.</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">10,313 shares</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: justify; text-indent: 0in">Investor duly signs and submits Application to Gold Corporation within the Quotation Window for final approval.</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">[T-5]</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: justify; text-indent: 0in">Gold Corporation confirms that (A) the Delivery ID matches the Application with respect to the amount of shares to be delivered, the Physical Gold requested, and other applicable terms, and (B) the Application otherwise is in good order. Upon final approval of the Application by Gold Corporation, Gold Corporation then returns an approved copy of the Application to the investor.</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">[T-4]</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: justify; text-indent: 0in">Investor, acting by or through a DTC Participant, causes the investor&rsquo;s Shares to be delivered to Gold Corporation pursuant to the procedures of the Depository prior to the Order Cutoff Time on [Date (T)], the Share Submission Day.</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">[T-3]</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: justify; text-indent: 0in">Share Submission Day: investor&rsquo;s broker-dealer irrevocably transfers 10,313 shares with a reference to the applicable Delivery ID.</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">[T]</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: justify; text-indent: 0in">102.4 fine ounces are transferred to the investor&rsquo;s Customer Account as consideration for the 100 One Ounce Bars to be delivered in accordance with the delivery terms contained and agreed in the Application (estimated date).</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">[T+3]</TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: justify; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: justify; text-indent: 0in">100 One Ounce Bars are received and signed for by the investor (estimated date).</TD>
    <TD STYLE="text-align: center; text-indent: 0in">&nbsp;</TD>
    <TD STYLE="text-align: center; text-indent: 0in">[T+4]</TD></TR>
</TABLE>
<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Anti-Money Laundering Screening</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation will
comply with all relevant anti-money laundering requirements in connection with its processing of each Application for Delivery
of Physical Gold. Investors may be subject to Anti-Money Laundering screening in connection with Australian anti-money laundering
laws when they submit the Application to take delivery of Physical Gold. Gold Corporation will not pre-approve an Application if
Gold Corporation has concerns about fraudulent conduct or money laundering activity. Corporate and non-U.S. investors are cautioned
that their Applications may be delayed or rejected if Gold Corporation is not able to verify the identity of the investor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">1 For purposes of this
example, one Share of the Trust corresponds to .00993 fine ounces of gold on the Share Submission Day. Using the LBMA Gold Price
of $1,250, the premium including delivery and other fees equates to 2.4 fine ounces of gold ($3,000/$1,250 per ounce). As a result,
shares totaling 102.4 fine ounces of gold (when including the fine gold content of the product requested) must be surrendered.
In total 10,313 shares must be surrendered in exchange for 100 one-ounce Physical Gold bars containing 100 fine ounces of Physical
Gold (102.4 ounces / 0.00993 ounces per share, rounded up to the nearest whole share).</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Tax Responsibility</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Investors are responsible
for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge applicable to
the receipt of gold, regardless of whether such tax or charge is imposed directly on the investor. Each investor agrees to indemnify
the Sponsors, the Trustee and the Trust, promptly on request, if any of them is required by law to pay any such tax or charge,
together with any applicable penalties, additions to tax and interest thereon.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_011"></A>FEDERAL INCOME TAX CONSEQUENCES</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">This section summarizes
the material federal income tax consequences that generally will apply to the purchase, ownership and disposition of shares by
a &ldquo;U.S. Investor&rdquo; (as defined below) and certain federal tax consequences that may apply to the purchase, ownership
and disposition of shares by a &ldquo;Non-U.S. Investor&rdquo; (as defined below). The following discussion represents, insofar
as it describes conclusions regarding federal tax law and subject to the limitations and qualifications described therein, the
opinion of Morgan, Lewis &amp; Bockius LLP, special federal income tax counsel to the Sponsors. The discussion is based on the Code, final and temporary Treasury regulations promulgated thereunder and judicial
and administrative interpretations of the Code, all as in effect on the date of this Prospectus; no assurance can be given that
future legislation, regulations, court decisions and/or administrative pronouncements will not significantly change applicable
law and materially affect the conclusions expressed herein, and any such change, even though made after an investor has invested
in the Trust, could be applied retroactively.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The tax treatment
of investors may vary depending on their own particular circumstances. This discussion does not purport to be complete or to
deal with all aspects of federal income taxation that may be relevant to an investor in light of its particular
circumstances, including banks, thrift institutions and certain other financial institutions, insurance companies, tax-exempt
organizations, brokers and dealers in securities or currencies, certain securities traders, persons holding shares as a
position in a &ldquo;hedging,&rdquo; &ldquo;straddle,&rdquo; &ldquo;conversion&rdquo; or &ldquo;constructive sale&rdquo;
transaction (as those terms are defined in the authorities mentioned above), qualified pension and profit-sharing plans,
individual retirement accounts (IRAs), certain other tax-deferred accounts, U.S. expatriates, persons whose &ldquo;functional
currency&rdquo; is not the U.S. dollar, persons subject to the federal alternative minimum tax, Non-U.S. Investors (except as
specifically provided under &ldquo;Income Taxation of Non-U.S. Investors&rdquo; and &ldquo;Estate and Gift Tax Considerations
for Non-U.S. Investors&rdquo; below) and other investors with special circumstances, that may be subject to special rules not
discussed below. In addition, the following discussion applies only to investors who will hold shares as &ldquo;capital
assets&rdquo; (as defined in section 1221 of the Code).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><B><I>The discussion
below does not address the effect of any state, local or foreign tax law on an investor. Purchasers of shares are urged to consult
their own tax advisers with respect to all federal, state, local and foreign tax law considerations potentially applicable to their
investment in shares.</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">For purposes of this
discussion, a &ldquo;U.S. Investor&rdquo; is an investor who or that is:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">An individual who is treated as a citizen or resident of the United States for federal income tax
purposes;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">A corporation or partnership (or other entity treated as such for federal income tax purposes)
that is created or organized in the United States or under the laws of the United States or any state thereof or the District of
Columbia;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">An estate other than an estate the income of which, from non-U.S. sources that is not effectively
connected with the conduct of a trade or business within the United States, is not includible in gross income;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">A trust if a court within the United States is able to exercise primary supervision over the administration
of the trust and one or more persons described in any of the three preceding clauses have the authority to control all substantial
decisions of the trust; or</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 1in; text-align: justify; text-indent: -0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">An eligible trust that has made a valid election under applicable Treasury regulations to continue
to be treated as a domestic trust.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">An investor that
is not a U.S. Investor as so defined is referred to below as a &ldquo;Non-U.S. Investor.&rdquo; For federal income tax
purposes, the treatment of any beneficial owner of an interest in a partnership (including any entity classified as such for
those purposes) will generally depend on the partner&rsquo;s status and the partnership&rsquo;s activities. Partnerships and
partners should consult their tax advisers about the federal income tax consequences of purchasing, owning and disposing of
shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Taxation of the Trust</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust will
be treated as a &ldquo;grantor trust&rdquo; for federal income tax purposes. As a result, the Trust itself will not be
subject to federal income tax. Instead, the Trust&rsquo;s income and expenses will &ldquo;flow through&rdquo; to its
investors, and the Trustee will report the Trust&rsquo;s income, gains, losses and deductions to the Internal Revenue Service
(IRS) on that basis. There can be no assurance that the IRS will agree with that treatment, and it is possible that the IRS
or another tax authority could assert a position contrary thereto and that a court could sustain that contrary position.
Neither of the Sponsors, nor the Trustee will request a ruling from the IRS with respect to the classification or treatment
of the Trust for federal tax purposes. If the IRS were to assert successfully that the Trust is not a &ldquo;grantor
trust,&rdquo; the Trust would be classified as a partnership for those purposes, which may affect timing and other tax
consequences to its investors and would require the Trust to forward tax information on Schedule K-1 to investors. The
balance of this disclosure assumes that the Trust will be treated as a &ldquo;grantor trust&rdquo; for federal income tax
purposes.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Taxation of U.S. Investors</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">An investor will be
treated, for federal tax purposes, as if it directly owns a pro rata share of the Trust&rsquo;s assets and directly receives that
share of any Trust income and incurs that share of the Trust&rsquo;s expenses. In the case of an investor that purchases shares
for cash, its initial tax basis in its pro rata share of the assets held in the Trust at the time it acquires its shares will be
equal to its cost of acquiring the shares. In the case of an investor that acquires its shares as part of the creation of a Basket,
the delivery of gold to the Trust in exchange for a pro rata share of the underlying gold the Trust holds at the time it acquires
its shares will not be a taxable event to the investor, and the investor&rsquo;s tax basis in and holding period for that share
of the Trust&rsquo;s gold will be the same as its tax basis in and holding period for the gold delivered in exchange therefor.
For purposes of this discussion, and unless stated otherwise, it is assumed that all of an investor&rsquo;s shares are acquired
on the same date and at the same price per share. Investors that hold multiple lots of shares, or that are contemplating acquiring
multiple lots of shares, should consult their own tax advisers as to the determination of the tax basis in and holding period for
the underlying gold represented by such shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the Trust sells
gold, for example to generate cash to pay its fees or expenses, an investor will recognize gain or loss in an amount equal to the
difference between (1) the investor&rsquo;s pro rata share of the amount the Trust realizes on the sale and (2) the investor&rsquo;s
tax basis in its pro rata share of the gold that was sold. Such gain or loss will generally be long-term or short-term capital
gain or loss, depending upon whether the investor is treated as having held its pro rata share of the gold that was sold for more
than one year. The Trust will treat the transfer of gold to the Custodial Sponsor as payment of the fee to the Custodial Sponsor
and/or reimbursement of the Trust&rsquo;s expenses and/or liabilities as a taxable exchange by the Trust of the gold transferred
and thus will also constitute a taxable event for investors. An investor&rsquo;s tax basis in its share of any gold sold or exchanged
by the Trust generally will be determined by multiplying the investor&rsquo;s total basis in its share of all the gold held in
the Trust immediately prior to the sale or exchange by a fraction, the numerator of which is the amount of gold sold or exchanged
and the denominator of which is the total amount of all the gold so held. After any such sale or exchange, an investor&rsquo;s
tax basis in its pro rata share of the gold remaining in the Trust will be equal to its tax basis in its share of the total amount
of the gold held in the Trust immediately prior to the sale or exchange less the portion of that basis allocable to its share of
the gold that was sold or exchanged.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On the sale of some
or all of its shares, an investor will be treated as having sold the part of its pro rata share of the gold held in the Trust at
that time that is attributable to the shares sold. Accordingly, the investor generally will recognize gain or loss on the sale
in an amount equal to the difference between (1) the amount realized pursuant to the sale of the shares and (2) the investor&rsquo;s
tax basis for the portion of its pro rata share of the gold held in the Trust at the time of sale that is attributable to the shares
sold, as determined in the manner described in the preceding paragraph.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If an investor redeems
some or all of its shares with the Trust through an Authorized Participant and receives gold in the exchange, such exchange will
generally not be a taxable event for the investor. In addition, if an investor acquires its shares as part of the creation of a
Basket by delivering to the Trust gold in specified denominations, the subsequent redemption of its shares for gold delivered by
the Trust will not constitute a taxable event, provided that the amount of gold received on the redemption contains the equivalent
metallic content of the gold delivered on the creation, less amounts accrued or sold to pay the Trust&rsquo;s expenses and other
charges. An investor&rsquo;s tax basis in the gold received on a redemption generally will be the same as the investor&rsquo;s
tax basis in the portion of its pro rata share of the gold held in the Trust immediately prior to the redemption that is attributable
to the redeemed shares. An investor&rsquo;s holding period with respect to the gold received on a redemption should include the
period during which the investor held the redeemed shares. A subsequent sale of the gold received by the investor will be a taxable
event.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If an investor delivers
some or all of its shares in an exchange with the Gold Corporation for gold held by the Gold Corporation in its own account that
contains the equivalent metallic content (including coins, cast bars and minted bars of the same fineness and purity) as the gold
held by the Trust, such exchange is not expected to be a taxable event for the investor. However, investors should be aware that
neither U.S. federal income tax law nor administrative guidance specifically address the tax consequences of an exchange of shares
of a grantor trust, such as the Trust, for Physical Gold not held by the Trust. The Sponsors have not sought or received a ruling
from the IRS or an opinion of counsel regarding the tax-free characterization of such exchange with the Gold Corporation. Assuming
that the exchange of Trust shares for gold from the Gold Corporation is not a taxable transaction, an investor&rsquo;s tax basis
in the gold received in such exchange generally will be the same as the investor&rsquo;s tax basis in the portion of its pro rata
share of the gold held in the Trust immediately prior to the exchange that is attributable to the exchanged shares. An investor&rsquo;s
holding period with respect to the gold received from the Gold Corporation in an exchange of Trust shares should include the period
during which the investor held the shares exchanged. A subsequent sale of the gold received by the investor for cash will be a
taxable event.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><B><I>&nbsp;</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><B><I>Although the
Sponsors expect that an exchange of Trust shares for gold from the Gold Corporation&rsquo;s own account is not a taxable exchange,
the Sponsors cannot give any assurances that the IRS will agree with this interpretation. Investors should consult their own tax
advisors as to the specific tax consequences in their particular circumstances.</I></B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">An investor&rsquo;s
tax basis in its pro rata share of the gold held in the Trust immediately after any sale or redemption of less than all of the
investor&rsquo;s shares generally will equal (1) its tax basis in its share of the total amount of the gold held in the Trust immediately
prior to the sale or redemption less (2) the portion of such basis that is taken into account in determining the amount of gain
or loss the investor recognizes on the sale or, in the case of a redemption, is treated as the basis in the gold received by the
investor in the redemption.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The foregoing discussion
assumes that all of an investor&rsquo;s shares were acquired on the same date and at the same price per share. If an investor owns
multiple lots of shares (i.e., shares acquired on different dates and/or at different prices), it is uncertain whether the investor
may use the &ldquo;specific identification&rdquo; rules that apply under the Treasury regulations in the case of sales of shares
of stock, in determining the amount, and the long-term or short-term character, of any gain or loss recognized by the investor
upon the sale of gold by the Trust, upon the sale of any shares by the investor, or upon the sale by the investor of any gold received
by it upon the redemption of any of its shares. The IRS could take the position that an investor has a blended tax basis and holding
period for its pro rata share of the underlying gold in the Trust. Investors that hold multiple lots of shares, or that are contemplating
acquiring multiple lots of shares, are urged to consult their own tax advisors as to the determination of the tax basis and holding
period for the underlying gold related to such shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Maximum 28% Long-Term Capital Gains
Tax Rate for U.S. Investors Who Are Individuals</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gains recognized by
an individual, estate or trust (each referred to below as an &ldquo;individual&rdquo; unless the context requires otherwise) from
the sale of &ldquo;collectibles,&rdquo; which term includes gold, held for more than one year are subject to federal income tax
at a maximum rate of 28% rather than the lower maximum 20% rate applicable to most other long-term capital gains recognized by
individuals. For these purposes, the gain an individual recognizes on the sale of an interest in a &ldquo;grantor trust&rdquo;
that holds collectibles (such as the Trust) is treated as gain recognized on the sale of the collectibles, to the extent the gain
is attributable to unrealized appreciation in value of the collectibles. Therefore, any gain recognized by an individual U.S. Investor
attributable to a sale or exchange of shares held for more than one year, or attributable to the Trust&rsquo;s sale of any gold
that the investor is treated (through his, her or its ownership of shares) as having held for more than one year, generally will
be subject to federal income tax at a maximum rate of 28%. The tax rates for capital gains recognized on the sale of assets held
by an individual U.S. Investor for one year or less, or by a taxpayer other than an individual, are generally the same as those
at which ordinary income is taxed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">3.8% Tax on Net Investment Income</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">An individual is required
to pay a 3.8% tax on the lesser of (1) the excess of the individual&rsquo;s &ldquo;modified adjusted gross income&rdquo; over a
threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers) or (2) the individual&rsquo;s
&ldquo;net investment income,&rdquo; which generally includes dividends, interest, and net gains from the disposition of investment
property. This tax is in addition to any other taxes due on that income. U.S. Investors should consult their own tax advisers regarding
the effect, if any, this provision may have on their investment in shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Brokerage Fees and Trust Expenses</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Any brokerage or other
transaction fee incurred by an investor in purchasing shares will be included in the investor&rsquo;s tax basis in the Trust&rsquo;s
underlying assets. Similarly, any brokerage fee incurred by an investor in selling shares will reduce the amount the investor realizes
with respect to the sale.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Investors will be required
to recognize the full amount of gain or loss on a sale of gold by the Trust (as discussed above), even though some or all of the
sale proceeds are used by the Trustee to pay Trust expenses. An investor may deduct its respective pro rata share of each expense
incurred by the Trust to the same extent as if it directly incurred the expense. Investors who are individuals, however, may be
required to treat some or all of the expenses of the Trust as miscellaneous itemized deductions. An individual may not deduct miscellaneous
itemized deductions for tax years beginning after December 31, 2017 and before January 1, 2026. For tax years beginning before
January 1, 2018 and after December 31, 2025, individuals may deduct certain miscellaneous itemized deductions only to the extent
they exceed 2% of the individual&rsquo;s adjusted gross income. In addition, such deductions may be subject to phase-outs and other
limitations under applicable Code provisions.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investment by U.S. Tax-Exempt Investors</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Certain U.S. Investors
(referred to in this paragraph as U.S. Tax-Exempt Investors) are subject to federal income tax only on their &ldquo;unrelated business
taxable income&rdquo; (UBTI). It is expected that, unless a U.S. Tax-Exempt Investor incurs debt to purchase shares, it should
not realize UBTI with respect to its pro rata share of the Trust&rsquo;s income or gains. U.S. Tax-Exempt Investors should consult
their own independent tax advisers regarding the federal income tax consequences of holding shares in light of their particular
circumstances.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investment by Regulated Investment
Companies</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mutual funds and other
investment vehicles which are taxed as &ldquo;regulated investment companies&rdquo; within the meaning of section 851 of the Code
are strongly urged to consult with their tax advisors concerning the likelihood that an investment in Shares will negatively affect
their qualification as a &ldquo;regulated investment company.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investment by Certain Retirement Plans</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Section 408(m) of the
Code provides that the purchase of a &ldquo;collectible&rdquo; as an investment for an IRA, or for a participant-directed account
maintained under any plan that is tax-qualified 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. In addition, if a redemption of shares results in the delivery of
gold to an IRA or Tax-Qualified Account, that exchange could constitute the acquisition of a collectible to the extent provided
under section 408(m). The Trust has not sought or received a ruling from the IRS or an opinion of counsel regarding whether the
acquisition of shares by an IRA or a Tax-Qualified Account will be considered an acquisition of a collectible or whether an IRA
will be treated as having made a distribution to the IRA owner or plan participant under section 408(m) solely by virtue of owning
shares. IRA owners and plan participants are strongly urged to consult with their tax advisors before directing any such accounts
to invest in the Shares since the acquisition of Shares may be considered a taxable distribution from the IRA. See also &ldquo;ERISA
and Related Considerations.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Income Taxation of Non-U.S. Investors</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">A Non-U.S. Investor
generally will not be subject to federal income tax with respect to gain recognized on the sale or other disposition of shares,
or on the sale of gold by the Trust, unless (1) the Non-U.S. Investor is an individual and is present in the United States for
183 days or more during the taxable year of the sale or other disposition and the gain is treated as being from U.S. sources or
(2) the gain is effectively connected with the conduct by the Non-U.S. Investor of a trade or business in the United States and
certain other conditions are met. Non-U.S. Investors are advised to consult their own tax advisers as to the tax consequences,
under the laws of any non-U.S. jurisdiction to which they are subject, of their purchase, holding, sale and redemption of or any
other dealing in shares and, in particular, as to whether any value added tax, other consumption tax or transfer tax is payable
in relation to such purchase, holding, sale, redemption or other dealing.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Estate and Gift Tax Considerations
for Non-U.S. Investors</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Individuals who are
neither citizens nor residents (as determined for federal estate and gift tax purposes) of the United States (collectively, &ldquo;Non-Residents&rdquo;)
are subject to estate tax on all property that has a U.S. &ldquo;situs.&rdquo; Shares may well be considered to have a U.S. situs
for these purposes. If shares are so considered, they would be includible in the U.S. gross estate of a Non-Resident investor;
federal estate tax is imposed at rates of up to 40% of the fair market value of the U.S. taxable estate. In addition, the federal
&ldquo;generation-skipping transfer tax&rdquo; may apply in certain circumstances. The estate of a Non-Resident investor who was
resident in a country that has an estate tax treaty with the United States may be entitled to benefit from such treaty.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">For Non-Residents,
the federal gift tax generally applies only to gifts of tangible personal property or real property having a U.S. situs. Tangible
personal property (including gold) has a U.S. situs if it is physically located in the United States.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Non-Resident investors
are urged to consult their tax advisers regarding the possible application of federal estate, gift and generation-skipping transfer
taxes in their particular circumstances.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">U.S. Information Reporting and Withholding</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee will make
information available that will enable brokers and custodians through which investors hold shares to prepare and file certain information
returns with the IRS, and will provide certain tax related information to investors, in connection with the Trust. To the extent
required by applicable regulations, each investor will be provided with information regarding its allocable portion of the Trust&rsquo;s
annual income, deductions, gains and losses (if any). A U.S. Investor may be subject to federal backup withholding, at the rate
of 24%, in certain circumstances unless it provides its taxpayer identification number to its broker and complies with certain
certification procedures; the amount of any backup withholding will be allowed as a credit against an investor&rsquo;s federal
income tax liability and may entitle an investor to a refund, provided that the required information is furnished to the IRS. A
Non-U.S. Investor may have to comply with certification procedures to establish that it is not a U.S. Investor, and some Non-U.S.
Investors will be required to meet certain information reporting or certification requirements imposed by the Foreign Account Tax
Compliance Act, to avoid withholding.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_012"></A>ERISA AND RELATED CONSIDERATIONS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Employee Retirement
Income Security Act of 1974, as amended (ERISA), and section 4975 of the Code impose certain requirements on employee benefit plans
and certain other plans and arrangements, including IRAs and individual retirement annuities, Keogh plans and certain collective
investment funds or insurance company general or separate accounts in which such plans, accounts, annuities or arrangements are
invested, that are subject to ERISA or the Code, respectively (collectively, Plans), and on persons who are fiduciaries with respect
to the investment of assets treated as &ldquo;plan assets&rdquo; of a Plan. Investments by Plans are subject to the fiduciary requirements
and the applicability of prohibited transaction restrictions under ERISA.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Government plans and
some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions of Code section 4975 but
may be subject to substantially similar rules under state or other federal law. Fiduciaries of any such plans are advised to consult
with their counsel prior to an investment in shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In contemplating an
investment of a portion of Plan assets in shares, the Plan fiduciary responsible for making such investment should carefully consider,
taking into account the facts and circumstances of the Plan, the &ldquo;Risk Factors&rdquo; discussed above and whether such investment
is consistent with its fiduciary responsibilities, including (1) whether the fiduciary has the authority to make the investment
under the appropriate governing Plan instrument, (2) whether the investment would constitute a direct or indirect non-exempt prohibited
transaction with a &ldquo;party in interest&rdquo; or &ldquo;disqualified person,&rdquo; (3) the Plan&rsquo;s funding objectives,
and (4) whether under the general fiduciary standards of investment prudence and diversification such investment is appropriate
for the Plan, taking into account the Plan&rsquo;s overall investment policy, the composition of its investment portfolio and its
need for sufficient liquidity to pay benefits when due.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_013"></A>PLAN OF DISTRIBUTION</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Sales by Authorized Participants</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust issues shares
in Baskets only to Authorized Participants in exchange for deposits of gold on a continuous basis. As of the date of this Prospectus,
the Trust has an agreement with Virtu Financial BD, LLC as Authorized Participant. A Basket consists of at least 25,000 shares
and the Trust will not issue fractions of a Basket to Authorized Participants. Because new shares can be created and issued on
an ongoing basis, at any point during the life of the Trust, a &ldquo;distribution,&rdquo; as such term is used in the Securities
Act, will be occurring. The initial Authorized Participant is a statutory underwriter under Section 2(a)(11) of the Securities
Act. Subsequent Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities will
result in their being deemed participants in a distribution in a manner that would render them statutory underwriters and subject
them to the prospectus-delivery and liability provisions of the Securities Act. For example, an Authorized Participant, other broker-dealer
firm or its client will be deemed a statutory underwriter if it purchases a Basket from the Trust, breaks the Basket down into
the constituent shares and sells the shares to its customers; or if it chooses to couple the creation of a supply of new shares
with an active selling effort involving solicitation of secondary market demand for the shares. A determination of whether a particular
market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the
broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description
of all the activities that would lead to designation as an underwriter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Investors that purchase
shares through a commission/fee-based brokerage account may pay commissions/fees charged by the brokerage account. Investors should
review the terms of their brokerage accounts for details on applicable charges.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Dealers that are not
&ldquo;underwriters&rdquo; but are participating in a distribution (as contrasted to ordinary secondary trading transactions),
and thus dealing with shares that are part of an &ldquo;unsold allotment&rdquo; within the meaning of Section 4(3)(C) of the Securities
Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the Securities Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The offering Baskets
are being made in compliance with FINRA Conduct Rule 2310. Authorized Participants will not receive from the Trust or a Sponsor
any compensation in connection with an offering of the shares. Accordingly, there is, and will be, no payment of underwriting compensation
in connection with such offering of shares in excess of 10% of the gross proceeds of the offering.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Sales by Gold Corporation</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">This prospectus may
be used by Gold Corporation to buy and sell shares as part of its gold price hedging activities relating to its wider gold-related
market-making activities. In these transactions in the Trust&rsquo;s shares, Gold Corporation acts solely as a market participant
and does not receive any fees or commissions. Gold Corporation will purchase shares at the prevailing market price, and because
Gold Corporation may be deemed an affiliate of the Trust, the shares are being registered to permit the resale of these shares
from time to time after purchase. The Trust will not receive any of the proceeds from the resale by Gold Corporation of these shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation intends
to sell all or a portion of the shares owned by it and offered hereby from time to time directly or through one or more broker-dealers.
The shares will be sold at prevailing market prices on any national securities exchange on which the shares may be listed or quoted
at the time of sale.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><A NAME="a_014"></A>DESCRIPTION OF THE TRUST</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Trust</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust is governed
by the Trust Agreement between the Sponsors and the Trustee, as amended from time to time. The Trust Agreement sets out the rights
of investors and the rights and obligations of the Sponsors and the Trustee. The Trust has no fixed termination date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The activities of the
Trust are limited to: (1) issuing Baskets in exchange for the gold deposited by Authorized Participants with the Custodian for
safekeeping; (2) delivering gold in exchange for Baskets surrendered by Authorized Participants for redemption; (3) transferring
gold to the Custodial Sponsor to pay the Custodial Sponsor Fee and reimburse the Custodial Sponsor for expenses that the Custodial
Sponsor has paid on the Trust&rsquo;s behalf; and (4) selling gold as needed to pay Trust expenses not assumed by the Custodial
Sponsor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The assets of the Trust
consist primarily of gold held at the Custodian on behalf of the Trust. Gold is sold: (i) to pay the expenses of the Trust not
assumed by the Custodial Sponsor; and (ii) if the Trust terminates and liquidates its assets. Gold will be delivered or sold as
otherwise required by law or regulation. The sale of gold by the Trust, including the sale of gold to generate cash to pay its
fees and expenses&mdash;and although it is not entirely free from doubt, the transfer of gold to the Custodial Sponsor as remuneration
for its services and/or reimbursement of the Trust&rsquo;s expenses and/or liabilities&mdash;is a taxable event for investors.
See &ldquo;Federal Income Tax Consequences&mdash;Taxation of U.S. Investors.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust is not registered
as an investment company under the 1940 Act, and is not required to register under such act. The Trust does not and will not hold
or trade in commodity futures contracts regulated under the Commodity Exchange Act. The Trust is not a commodity pool for purposes
of the Commodity Exchange Act and neither of the Sponsors nor the Trustee is subject to regulation by the Commodity Futures Trading
Commission as a commodity pool operator or a commodity trading advisor under the Commodity Exchange Act in connection with the
shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The number of outstanding
shares is expected to increase and decrease from time to time as a result of the creation and redemption of Baskets. The creation
and redemption of Baskets requires 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 total amount of gold required for the creation of Baskets will be based on the combined
net assets represented by the number of Baskets being created or redeemed. The initial amount of gold required for deposit with
the Trust to create shares was 500 Fine Ounces of gold per Basket, which was the equivalent of 50,000 shares (i.e., the initial
size of a Basket when the Trust was launched). The number of fine ounces of gold required to create a Basket or to be delivered
upon a redemption of a Basket will gradually decrease over time. This is because the shares comprising a Basket will represent
a decreasing amount of gold due to the issuance of shares, or the delivery or sale of the Trust&rsquo;s gold to pay the Custodial
Sponsor Fee or the Trust&rsquo;s expenses not assumed by the Custodial Sponsor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The gold owned by the
Trust consists of London Bars and other gold products without numismatic value having a gold purity of at least 99.5% (including
but not limited to coins, cast bars and minted bars).</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trust Expenses</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust&rsquo;s only
ordinary recurring expense is the remuneration due to the Custodial Sponsor of 0.18% of the Net Asset Value of the Trust. In exchange
for the Custodial Sponsor Fee, the Custodial Sponsor has agreed to assume and be responsible for the payment of the following expenses,
up to the Fee Cap: the Administrative Sponsor&rsquo;s fee; fees for the Trustee&rsquo;s ordinary services and reimbursement of
its ordinary out-of-pocket expenses; the Custodian&rsquo;s fees and expenses specified in the Custody Agreement that are assumed
by the Custodial Sponsor (if any); ordinary bar allocation fees that are charged to the Custodian in connection with the Custodian&rsquo;s
acquisition of sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order;
ordinary or customary insurance costs and transportation fees; allocation costs associated with the allocation and de-allocation
of gold to and from the Trust; the marketing expenses of the Trust; the listing fees of the Trust on the NYSE Arca; registration
fees associated with the Trust charged by the SEC; printing and mailing costs; expenses for the maintenance of any website of the
Trust; audit fees and expenses; and routine legal fees and expenses associated with the ordinary course of the Trust&rsquo;s operations.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodial Sponsor
shall not be responsible for any other expenses, including litigation expenses associated with the Trust, taxes and other governmental
charges, indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement, any expenses that are in
excess of the Fee Cap, extraordinary expenses incurred on behalf of the Trust, and otherwise as set forth in the Trust Agreement.
An extraordinary expense is an expense arising or resulting from an underlying event or transaction that, in the determination
of the Administrative Sponsor, is reasonably considered to be of a type that (i) possesses a high degree of abnormality (such as
abnormally high (A) transportation fees, (B) bar allocation fees that may be incurred when acquiring sufficient Physical Gold for
allocation to the Trust Allocated Metal Account in connection with a Purchase Order, or (C) Physical Gold allocation costs that
may be incurred in relation to the allocation and de-allocation of Gold to and from the Trust) or is of a type that is reasonably
considered to be unrelated to, or only incidentally related to, the ordinary and typical activities of the Trust and (ii) is of
a type that would not reasonably be expected to recur in the foreseeable future. Extraordinary expenses shall include any fixing
fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust.
See &ldquo;The Sponsors.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodial Sponsor
Fee accrues daily based on the prior Business Day&rsquo;s Net Asset Value and is payable in gold. The fee is paid by delivering
that amount of gold that equals the daily accrual of the Custodial Sponsor Fee for such prior month based on the Net Asset Value
of the shares on the first business day of the following month. The Custodial Sponsor may earn a profit on its fees.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Separate from its role
as Custodial Sponsor, Gold Corporation receives any premiums charged with respect to the delivery of gold to investors who have
exchanged their shares for Physical Gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">From time to time, the
Custodial Sponsor may waive all or a portion of the Custodial Sponsor Fee at its discretion. The Custodial Sponsor is under no
obligation to continue a waiver after the end of a stated period, and, if such waiver is not continued, the Custodial Sponsor Fee
will thereafter be paid in full. Presently, the Custodial Sponsor does not intend to waive any of its fees. Furthermore, the Custodial
Sponsor may, in its sole discretion, agree to rebate a portion of the Custodial Sponsor Fee attributable to shares held by certain
institutional investors subject to minimum shareholding and lock up requirements as determined by the Custodial Sponsor to foster
stability in the Trust&rsquo;s asset levels. Any such rebate will be subject to negotiation and pursuant to a Custodial Sponsor
Fee Rebate Agreement. Pursuant to such agreement, the Custodial Sponsor will waive the Custodial Sponsor Fee during a period specified
in the Custodial Sponsor Fee Rebate Agreement for an investor that purchases newly-issued shares from and through an Authorized
Participant. During such period, the Custodial Sponsor agrees to rebate to the investors an amount in cash equal to a portion of
the amount of the Custodial Sponsor Fee accrued on the value of the shares covered in the agreement. The Custodial Sponsor is under
no obligation to provide any rebates of the Custodial Sponsor Fee. Neither the Trust nor the Trustee will be a party to any Custodial
Sponsor Fee rebate arrangements negotiated by the Custodial Sponsor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Extraordinary expenses
of the Trust that are not assumed by the Custodial Sponsor (as discussed above) may be paid by the Custodial Sponsor at its sole
discretion and reimbursed by the Trust in gold. Otherwise, the Trustee will, when directed by the Custodial 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 the Trust&rsquo;s extraordinary expenses not assumed by a Sponsor. The Trustee is authorized to sell gold as directed
by the Custodial Sponsor or otherwise 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&rsquo;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&rsquo;s expenses and the market price of gold.
When selling gold, the Trustee shall place orders with the Custodian at the next available price used by the Trustee to determine
the value of gold held by the Trust, or if the Custodian is unable or unwilling to execute such orders, with dealers through which
the Trustee may reasonably expect to obtain a favorable price and good execution of the orders. Cash held by the Trustee pending
payment of the Trust&rsquo;s expenses will not bear any interest.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Valuation of Gold and Computation
of Net Asset Value</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On each business day
that the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 p.m. New York City time, the Trustee values
the gold held by the Trust and determines the Net Asset Value of the Trust, as described below.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Net Asset Value
of the Trust is the aggregate value of gold and other assets, if any, of the Trust (other than any amounts credited to the Trust&rsquo;s
reserve account, if any) and cash, if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses
and other liabilities. The reserve account, if established, will be a separate non-interest bearing account with the Trustee or
such other banking institution specified by the Administrative Sponsor, in consultation with the Custodial Sponsor, or if the Administrative
Sponsor fails so to specify, as selected by the Trustee, in the name, and for the benefit, of the Trust, subject only to draft
or order by the Trustee acting pursuant to the terms of the Trust Agreement. The Trustee will hold in such account all cash that
it has credited to such account to reflect the reserves for taxes or other governmental charges and other contingent liabilities
payable out of the Trust that the Trustee has determined from time to time to be required by GAAP. The Trustee also determines
the Net Asset Value per share by dividing the Net Asset Value 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 deemed created or redeemed on such evaluation day).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">All gold is valued based
on its Fine Ounce content, calculated by multiplying the weight of gold by its purity; the same methodology is applied independent
of the type of gold held by the Trust. The Trustee values the gold held by the Trust based on the afternoon LBMA Gold Price, or
the morning LBMA Gold Price, if such day&rsquo;s afternoon LBMA Gold Price is not available. If no LBMA Gold Price is available
for the day, the Trustee values the Trust&rsquo;s gold based on the most recently announced afternoon LBMA Gold Price or morning
LBMA Gold Price. If the Custodial Sponsor determines that such price is inappropriate to use, it must identify an alternate basis
for evaluation to be employed by the Trustee. The Custodial Sponsor may instruct the Trustee to use a different publicly available
price that the Custodial Sponsor determines to fairly represent the commercial value of the Trust&rsquo;s gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee&rsquo;s
estimation of accrued but unpaid fees, expenses and liabilities is conclusive upon all persons interested in the Trust, and no
revision or correction in any computation made under the Trust Agreement is required by reason of any difference in amounts estimated
from those actually paid.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Sponsors and the
investors may rely on any evaluation or determination of any amount made by the Trustee, and, except for any determination by a
Sponsor as to the price to be used to evaluate gold, a Sponsor has no responsibility for the evaluation&rsquo;s accuracy. The determinations
the Trustee makes are 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 is not liable to the Sponsors, Authorized Participants, investors 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.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Impact of Trust Expenses on the Trust&rsquo;s
Net Asset Value</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Net Asset Value
of the Trust is used to compute the Custodial Sponsor Fee, and the Trustee subtracts from the Net Asset Value of the Trust the
amount of accrued Custodial Sponsor Fee. The Trust withdraws gold from the Trust Allocated Metal Account for credit to the Trust
Unallocated Metal Account and subsequently transfers such gold to an account maintained for the benefit of the Custodial Sponsor
to pay the Custodial Sponsor Fee and reimburse the Custodial Sponsor for expenses that the Custodial Sponsor has paid on the Trust&rsquo;s
behalf. Should the need arise for the Trust to sell gold for expenses the Custodial Sponsor does not pay, the purchase price received
as consideration for such sales will be the Trust&rsquo;s sole source of funds to cover its liabilities. The Trust does not engage
in any activity designed to derive a profit from changes in the price of gold. Gold not needed to redeem Baskets, to pay the Custodial
Sponsor Fee or to cover the Trust&rsquo;s expenses not assumed by the Custodial Sponsor is held in physical form by the Custodian.
As a result of the payment of the Custodial Sponsor Fee in-kind and potential sales of gold to pay in cash the Trust expenses not
assumed by the Custodial Sponsor, the Net Asset Value of the Trust and, correspondingly, the fractional amount of gold represented
by each share, will decrease over the life of the Trust. New deposits of gold, received in exchange for additional new Baskets
issued by the Trust, will not reverse this trend.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Hypothetical Expense Example</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The following table,
prepared by the Custodial Sponsor, illustrates the anticipated impact of the payment by the Trust of the Custodial Sponsor Fee
in gold. It assumes that the price of gold will remain constant during the three-year period covered. The table does not show the
impact of any extraordinary expenses the Trust may incur. Any such extraordinary expenses, if and when incurred, will accelerate
the decrease in the fractional amount of gold represented by each share.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif">
<TR STYLE="vertical-align: bottom">
    <TD>&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Year 1</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Year 2</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold">&nbsp;</TD><TD STYLE="font-weight: bold; padding-bottom: 1.5pt">&nbsp;</TD>
    <TD COLSPAN="2" STYLE="font-weight: bold; text-align: center; border-bottom: Black 1.5pt solid">Year 3</TD><TD STYLE="padding-bottom: 1.5pt; font-weight: bold">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="width: 64%">Hypothetical gold price per ounce</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">$</TD><TD STYLE="width: 9%; text-align: right">1,250.00</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">$</TD><TD STYLE="width: 9%; text-align: right">1,250.00</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD><TD STYLE="width: 1%">&nbsp;</TD>
    <TD STYLE="width: 1%; text-align: left">$</TD><TD STYLE="width: 9%; text-align: right">1,250.00</TD><TD STYLE="width: 1%; text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left">Custodial Sponsor Fee</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">0.18</TD><TD STYLE="text-align: left">%</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">0.18</TD><TD STYLE="text-align: left">%</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">0.18</TD><TD STYLE="text-align: left">%</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD>Shares of trust, beginning</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">100,000</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">100,000</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">100,000</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left">Ounces of gold in trust, beginning</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,000.000</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">998.200</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">996.403</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left">Beginning Net Asset Value of the Trust</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">$</TD><TD STYLE="text-align: right">1,250,000.00</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">$</TD><TD STYLE="text-align: right">1,247,750.00</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">$</TD><TD STYLE="text-align: right">1,245,504.05</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD>Beginning NAV per share of the Trust</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">12.50</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">12.48</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">12.46</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left; padding-left: 0.125in; text-indent: -0.125in">Gold withdrawn for the benefit of the Custodial Sponsor to cover the Custodial Sponsor Fee (Ounces)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(1.800</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(1.797</TD><TD STYLE="text-align: left">)</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">(1.794</TD><TD STYLE="text-align: left">)</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="text-align: left">Closing ounces of gold in trust</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">998.200</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">996.403</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">994.610</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: left">Closing NAV</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,247,750.00</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,245,504.05</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">&nbsp;</TD><TD STYLE="text-align: right">1,243,262.14</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD>Ending NAV per share</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">$</TD><TD STYLE="text-align: right">12.48</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">$</TD><TD STYLE="text-align: right">12.46</TD><TD STYLE="text-align: left">&nbsp;</TD><TD>&nbsp;</TD>
    <TD STYLE="text-align: left">$</TD><TD STYLE="text-align: right">12.43</TD><TD STYLE="text-align: left">&nbsp;</TD></TR>
</TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Termination of the Trust</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee will notify
investors at least 30 days before the date for termination of the Trust Agreement and the Trust if any of the following occurs:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">The Trustee is notified that the shares are delisted from the NYSE Arca and are not approved for
listing on another national securities exchange within five business days of their delisting;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Investors acting in respect of at least 75% of the outstanding shares notify the Trustee that they
elect to terminate the Trust;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">60 days have elapsed since the Trustee notified the Sponsors of the Trustee&rsquo;s election to
resign or since the Sponsors removed the Trustee, and a successor trustee has not been appointed and accepted its appointment;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the SEC determines that the Trust is an investment company under the 1940 Act, and the Trustee
has actual knowledge of such Commission determination;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act, and the
Trustee has actual knowledge of that determination;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the Trust fails to qualify for treatment, or ceases to be treated, as a &ldquo;grantor trust&rdquo;
for federal tax purposes, and the Trustee receives notice from the Sponsors that the Sponsors have determined that, because of
that tax treatment or change in tax treatment, the termination of the Trust is advisable;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">the Trustee receives notice from the Sponsors of their joint agreement to terminate the Trust;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">60 days have elapsed since DTC or another depository has ceased to act as depository with respect
to the shares, and the Sponsors have not identified another depository that is willing to act in such capacity; or</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">if the law governing the Trust limits the maximum period during which the Trust may continue, upon
the expiration of 21 years after the death of the last survivor of all of the descendants of Elizabeth II, Queen of England, living
on the date of the Trust Agreement.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the Administrative
Sponsor fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties that by the terms of
the Trust Agreement are required to be undertaken or performed by it and such failure or incapacity is not cured within 30 days
following receipt of notice from the Trustee or the Custodial Sponsor of such failure or incapacity, or if the Administrative Sponsor
is adjudged bankrupt or insolvent, or a receiver of the Administrative Sponsor or of its property is appointed, or a trustee or
liquidator or any public officer takes charge or control of the Administrative Sponsor or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor shall be deemed conclusively to
have resigned effective immediately upon the occurrence of any of the specified events, or if the Administrative Sponsor resigns
by sending notice of resignation to the Trustee without the appointment by the resigning Administrative Sponsor of a successor
Administrative Sponsor qualified to assume the duties of the resigning Administrative Sponsor (which successor Administrative Sponsor
is subject to the Custodial Sponsor&rsquo;s prior written consent and may not be the Custodial Sponsor), the Custodial Sponsor,
or in the event there is no Custodial Sponsor, the Trustee, may do any one or more of the following: (i) it may appoint a successor
Administrative Sponsor to assume, with such compensation from the Trust as the Custodial Sponsor or Trustee, as applicable, may
deem reasonable under the circumstances, the duties and obligations of the Administrative Sponsor under the Trust Agreement by
an instrument of appointment and assumption executed by the party making the appointment and accepted by the Trustee; or (ii) it
may terminate and liquidate the Trust and distribute its remaining assets pursuant to the Trust Agreement. Any appointment of a
successor Administrative Sponsor by the resigning Administrative Sponsor or Custodial Sponsor is subject to the prior written consent
of the Trustee which may not be unreasonably withheld.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the Custodial Sponsor
wishes to resign as Custodial Sponsor, or otherwise fails to undertake or perform, or becomes incapable of undertaking or performing,
any of the duties that by the terms of the Trust Agreement are required to be undertaken or performed by it, including a failure
to perform its functions as Custodian, and such failure or incapacity is not cured within 30 days following receipt of notice from
the Administrative Sponsor of such failure or incapacity, or if the Custodial Sponsor is adjudged bankrupt or insolvent, or a receiver
of the Custodial Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control
of the Custodial Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in
any such case the Administrative Sponsor, or in the event there is no Administrative Sponsor, the Trustee, may (i) terminate and
liquidate the Trust and distribute its remaining assets pursuant to the Trust Agreement; or (ii) with the prior written consent
of the Custodial Sponsor, appoint a successor Custodial Sponsor and Custodian to assume, with such compensation from the Trust
as the Administrative Sponsor or Trustee, as applicable, may deem reasonable under the circumstances, the duties and obligations
of the Custodial Sponsor and Custodian under the Trust Agreement by an instrument of appointment and assumption executed by the
party making the appointment and accepted by the Trustee. Any appointment of a successor Custodial Sponsor and Custodian is subject
to the prior written consent of the Trustee, which may not be unreasonably withheld.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Neither the remaining
Sponsor, nor if applicable, the Trustee, shall have any obligation to appoint a Sponsor or to assume the duties of a Sponsor and
shall have no liability to any person because the Trust is or is not terminated pursuant to the preceding sentence.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">On and after the date
of termination of the Trust, the Trustee shall not accept any deposits of gold after the date of termination. If any shares remain
outstanding after the date of termination, the Trustee thereafter shall discontinue the registration of transfers of shares, shall
not make any distributions to investors, and shall not give any further notices or perform any further acts under the Trust Agreement,
except that the Trustee will continue to collect distributions pertaining to Trust assets and hold the same uninvested and without
liability for interest, pay the Trust&rsquo;s expenses and sell gold as necessary to meet those expenses and will continue to deliver
Trust assets, together with any distributions received with respect thereto and the net proceeds of the sale of any other property,
in exchange for shares surrendered to the Trustee by Authorized Participants (after deducting or upon payment of, in each case,
the fee of the Trustee for the surrender of shares, any expenses for the account of the investors in accordance with the terms
and conditions of the Trust Agreement, and any applicable taxes or other governmental charges).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">At any time after the
expiration of 60 days following the date of termination of the Trust, the Trustee shall sell the Trust assets then held under the
Trust Agreement pursuant to the Custodial Sponsor&rsquo;s direction, or, if the Custodial Sponsor fails to provide such direction,
as the Trustee determines and may thereafter hold the net proceeds of any such sale, together with any other cash then held by
the Trustee under the Trust Agreement, uninvested and without liability for interest, for the pro rata benefit of the investors
that have not theretofore surrendered their shares. The Trustee shall have no liability for loss or depreciation resulting from
any sale made pursuant to the Sponsors&rsquo; direction or otherwise made by the Trustee in good faith. After making such sale,
the Trustee shall be discharged from all obligations under the Trust Agreement, except to deliver to investors against the surrender
of their shares their pro rata portion of the net proceeds and other cash (after deducting, in each case, any accrued fees and
expenses, any taxes, other governmental charges or liabilities payable by the Trust, and any expenses for the account of the investors
in accordance with the terms and conditions of the Trust Agreement). Upon the termination of the Trust, the Sponsors shall be discharged
from all obligations under the Trust Agreement except for their certain obligations to the Trustee that survive termination of
the Trust Agreement.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Amendments</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee and the
Sponsors may amend any provisions of the Trust Agreement without the consent of any person, including any investor, provided that
any amendment that imposes or increases any fees or charges (other than taxes and other governmental charges, registration fees
or other such expenses), or that otherwise prejudices any substantial existing right of the investors will not become effective
as to outstanding shares until 30 days after notice of such amendment is given to the investors. Notwithstanding the foregoing,
the Custodial Sponsor may increase or decrease the Custodial Sponsor Fee upon three business days&rsquo; prior notice being posted
on the website of the Trust and upon three business days&rsquo; prior notice being given to the Trustee. Every investor, at the
time any amendment so becomes effective, shall be deemed, by continuing to hold any shares or an interest therein, to consent and
agree to such amendment and to be bound by the Trust Agreement as amended thereby. In no event shall any amendment impair the right
of Authorized Participants to surrender Baskets and receive therefore the amount of Trust assets represented thereby, except in
order to comply with mandatory provisions of applicable law.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Governing Law; Consent to New York
Jurisdiction</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust Agreement,
and the rights of the Sponsors, the Trustee, DTC (as registered owner of the Trust&rsquo;s global certificates for shares) and
the investors under the Trust Agreement, are governed by New York State law. The Sponsors, the Trustee, DTC, each Authorized Participant
by its delivery of an Authorized Participant Agreement and each investor by the acceptance of a share consents to the non-exclusive
jurisdiction of the courts of the State of New York and any federal courts located in the borough of Manhattan in New York City.
Such consent is not required for any person to assert a claim of New York jurisdiction over the Sponsors or the Trustee. By consenting
to New York jurisdiction an investor waives any claim that a New York court is an inconvenient venue or is otherwise inappropriate.
As such, an investor could be required to litigate a matter relating to the Trust in a New York court, even if that court may otherwise
be inconvenient for the investor.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Fiscal Year</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The fiscal year of the
Trust ends on December 31 of each year. The Administrative Sponsor, in consultation with the Custodial Sponsor, may select an alternate
fiscal year.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Not a Regulated Commodity Pool</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust does not trade
in gold futures contracts on COMEX or on any other futures exchange. Because the Trust does not trade in gold futures contracts
on any futures exchange, the Trust is not regulated by the CFTC under the Commodity Exchange Act as a &ldquo;commodity pool,&rdquo;
and is not operated by a CFTC-regulated commodity pool operator. Investors in the Trust do not receive the regulatory protections
afforded to investors in regulated commodity pools, nor may COMEX or any futures exchange enforce its rules with respect to the
Trust&rsquo;s activities. In addition, investors in the Trust do not benefit from the protections afforded to investors in gold
futures contracts on regulated futures exchanges.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Other Methods of Investing in Gold</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><A NAME="a_015"></A>DESCRIPTION OF THE SHARES</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee is authorized
under the Trust Agreement to create and issue an unlimited number of shares. The Trustee will create shares in Baskets (a Basket
equals a block of at least 25,000 shares) only upon the order of an Authorized Participant. The shares represent units of fractional
undivided beneficial interest in the net assets of the Trust and have no par value.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Investors may obtain
gold pricing information based on the spot price for a Fine Ounce from various financial information service providers. Current
spot prices also are generally available with bid/ask spreads from gold bullion dealers. In addition, the Trust&rsquo;s website
provides pricing information for gold spot prices and the shares. Market prices for the shares are available from a variety of
sources including brokerage firms, information websites and other information service providers. The Net Asset Value of the Trust
is published by a Sponsor on each day that the NYSE Arca is open for regular trading and will be posted on the Trust&rsquo;s website.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Any creation and issuance
of shares above the amount registered on the registration statement of which this Prospectus is a part will require the registration
of such additional shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Description of Limited Rights</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The shares do not represent
a traditional investment and should not be viewed as similar to &ldquo;shares&rdquo; of a corporation operating a business enterprise
with management and a board of directors. Holders of the shares do not have the statutory rights normally associated with the ownership
of shares of a corporation, including, for example, the right to bring &ldquo;oppression&rdquo; or &ldquo;derivative&rdquo; 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 investors may vote under the Trust Agreement. The shares are
entitled to be redeemed or exchanged for gold. The shares do not entitle their holders to any conversion or pre-emptive rights
or redemption rights for single shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Redemption of Shares</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The shares may be redeemed
by or through an Authorized Participant in Baskets. See &ldquo;Creation and Redemption of Shares by Authorized Participants&rdquo;
for details.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Distributions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the Trust is terminated
and liquidated, the Trustee will distribute to the investors 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. Investors of record on the record date fixed by the Trustee in consultation with the Administrative
Sponsor for a distribution will be entitled to receive their pro rata portion of any distribution.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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    <!-- Field: /Page -->

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Voting Rights</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under the Trust Agreement,
investors have no voting rights, except in the following limited circumstances: (i) registered holders of at least 25% of the shares
have the right to require the Trustee to cure any material breach by it of the Trust Agreement, and (ii) registered holders of
at least 75% of the shares have the right to require the Trustee to terminate the Trust Agreement. Otherwise, no investor shall
have any right to vote or in any manner otherwise to control the operation or management of the Trust. In addition, certain amendments
to the Trust Agreement require advance notice to the investors before the effectiveness of such amendments, but no investor vote
or approval is required for any amendment to the Trust Agreement.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Book-Entry Form</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Individual certificates
are not issued for the shares. Instead, one or more global certificates are deposited by the Trustee with DTC and registered in
the name of Cede &amp; Co., as nominee for DTC. The global certificates evidence all of the shares outstanding at any time. Under
the Trust Agreement, investors may only hold shares through (i) DTC Participants, (ii) those who maintain, either directly or indirectly,
a custodial relationship with a DTC Participant (&ldquo;Indirect Participants&rdquo;), or (iii) those banks, brokers, dealers,
trust companies and others who hold interests in the shares through DTC Participants or Indirect Participants. The shares are only
transferable through the book-entry system of DTC. Investors who are not DTC Participants may transfer their shares through DTC
by instructing the DTC Participant holding their shares (or by instructing the Indirect Participant or other entity through which
their shares are held) to transfer the shares. Transfers will be made in accordance with standard securities industry practice.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">DTC may decide to discontinue
providing its service with respect to Baskets and/or the shares by giving notice to the Trustee and the Administrative Sponsor.
Under such circumstances, the Administrative Sponsor, in consultation with the Custodial Sponsor, will find a replacement for DTC
to perform its functions at a comparable cost or, if a replacement is unavailable, the Trustee will terminate the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The rights of the investors
generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC. Because
the shares can only be held in book-entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and
any other financial intermediary through which they hold the shares to receive the benefits and exercise the rights described in
this section. Investors should consult with their broker or financial institution to find out about procedures and requirements
for securities held in book-entry form through DTC.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Share Splits</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the Administrative
Sponsor believes that the per share price in the secondary market for shares has fallen outside a desirable trading price range,
the Administrative Sponsor, in consultation with the Custodial Sponsor, may direct the Trustee to declare a split or reverse split
in the number of shares outstanding and to make a corresponding change in the number of shares constituting a Basket.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Delivery of Gold to and from the Trust</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Pursuant to agreements
between Gold Corporation, in its individual capacity, and the Authorized Participants, the Basket Gold Amount to be deposited by
an Authorized Participant into the Trust Unallocated Metal Account in connection with a Purchase Order and the amount of gold to
be withdrawn from the Trust Unallocated Metal Account and delivered to an Authorized Participant in connection with a Redemption
Order shall be deposited into or withdrawn from the Trust Unallocated Metal Account either by way of transfer from or to the GC
Metal Account or by way of transfer from or to a Gold account of an Authorized Participant maintained on an Unallocated Basis by
Gold Corporation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">None of the Trustee,
the Sponsors (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) or the Trust shall have any liability
for any loss resulting from the use of the GC Metal Account or for any act or inaction of Gold Corporation related to the GC Metal
Account.&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><A NAME="a_016"></A>THE SPONSORS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation and
ETC are the sponsors of the Trust. The Administrative Sponsor, ETC, is an Oklahoma limited liability company majority owned by
Cottonwood ETF Holdings LLC. ETC&rsquo;s mailing address is 10900 Hefner Pointe Drive, Suite 207, Oklahoma City, Oklahoma 73120.
ETC is a registered investment adviser and provides investment advisory services to domestic and international equity and fixed
income ETFs. As of March 31, 2019, ETC had approximately $4.5 billion of assets under management. The Custodial Sponsor, Gold Corporation,
is a statutory body corporate established by the Gold Corporation Act and wholly-owned by the Government of Western Australia.
Its mailing address is GPO Box M924, Perth, WA 6843, Australia. Gold Corporation and its subsidiaries, trading as The Perth Mint,
supply precious metal-related products and services.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Custodial Sponsor&rsquo;s Role</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In exchange for the
Custodial Sponsor Fee, the Custodial Sponsor has agreed to assume the payment of expenses incurred by the Trust, including but
not limited to: organizational expenses; the Trustee&rsquo;s monthly fee for its ordinary services and reimbursement of its ordinary
out-of-pocket expenses; the Administrative Sponsor&rsquo;s fee payable pursuant to the Trust Agreement; the Custodian&rsquo;s fees
and expenses reimbursable to it pursuant to the Custody Agreement (if any); marketing expenses; exchange listing fees; SEC registration
fees; printing and mailing costs; maintenance expenses for the Trust&rsquo;s website; audit fees and expenses; and routine legal
fees and expenses (for instance, the Administrative Sponsor, with the prior approval of the Custodial Sponsor, may from time to
time employ counsel to act on behalf of the Trust and perform any legal services in connection with the Trust, including any legal
matters relating to the possible disposition or acquisition of any gold. Such fees and expenses shall be paid by the Custodial
Sponsor). However, the Custodial Sponsor will not be responsible for litigation expenses, taxes and other governmental charges,
indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement, extraordinary expenses, and otherwise
as set forth in the Trust Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In addition, the Custodial
Sponsor may perform assaying of Physical Gold, and other services relating to the safe custody of gold, as necessary.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Administrative Sponsor&rsquo;s
Role</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Administrative Sponsor
generally oversees the performance of the Trustee and the Trust&rsquo;s principal service providers, but does not exercise day-to-day
oversight of the Trustee or such service providers. The Administrative Sponsor, with the prior written approval of the Custodial
Sponsor, may remove the Trustee and appoint a successor Trustee (1) 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), (2) if, having received
written notice from the Administrative Sponsor, in consultation with the Custodial Sponsor, or registered owners acting on behalf
of at least 25% of the outstanding shares, of a material breach of the Trustee&rsquo;s obligations under the Trust Agreement, the
Trustee has not cured the breach within 30 days, or (3) if the Trustee fails to consent to the implementation of an amendment to
the Trust&rsquo;s initial Internal Control Over Financial Reporting reasonably deemed necessary by the Administrative Sponsor and,
after consultations with the Administrative Sponsor, the Administrative Sponsor and the Trustee fail to resolve their differences
regarding the proposed amendment. The Administrative Sponsor, in consultation with the Custodial 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In addition, the Administrative
Sponsor: (1) will develop a marketing plan for the Trust on an ongoing basis; (2) will prepare marketing materials regarding the
shares; (3) maintains the Trust&rsquo;s web site; and (4) may request the Trustee to order Custodian audits (to the extent permitted
under the Custody Agreement).</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Liability of the Sponsors and Indemnification</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust Agreement
provides that a Sponsor will not assume any obligation nor shall a Sponsor be subject to any liability to any registered owner
of shares, Authorized Participant or other person (including liability with respect to the worth of the Trust Property), except
that each Sponsor agrees to perform its obligations under the Trust Agreement without gross negligence, willful misconduct or bad
faith. A Sponsor or any of its respective directors, officers, managers, members, employees, agents or affiliates will not be liable
if the Sponsor is prevented, forbidden, subject to civil or criminal penalty or delayed in meeting its obligations under the Trust
Agreement by reason of any law, regulation, governmental or regulatory authority, stock exchange, or by reason of any act of God
or war or terrorism or other circumstances beyond its control. A Sponsor will not be liable by reason of any non-performance or
delay in the performance of any action which may be performed under the Trust Agreement or by exercising, or not, any discretion
provided for in the Trust Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Each Sponsor and its
members, managers, directors, officers, employees, agents and affiliates shall be indemnified from the Trust and held harmless
against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection
with the performance of its obligations under the Trust Agreement and under each other agreement entered into by such Sponsor in
furtherance of the administration of the Trust (including Authorized Participant Agreements to which the Administrative Sponsor
is a party, including the Administrative Sponsor&rsquo;s indemnification obligations thereunder) or any actions taken in accordance
with the provisions of the Trust Agreement, to the extent such loss, liability or expense was incurred without (i) gross negligence,
bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of
its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with the provisions of
the Trust Agreement, or any such other agreement, or (ii) reckless disregard on the part of such indemnified party of its obligations
and duties under the Trust Agreement, or any such other agreement. Each Sponsor (in the case of the Custodial Sponsor, in its capacity
as Custodial Sponsor) and its members, managers, directors, officers, employees, agents and affiliates shall be indemnified from
the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising
out of or in connection with any services Gold Corporation may, directly or indirectly, separately offer or provide to any beneficial
owner. Such indemnities shall include payment from the Trust of the reasonable costs and expenses incurred by such indemnified
party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such
indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent
it may be ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because
clause (i) or clause (ii) of this paragraph applied.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Sponsors may rely
on information provided by the Trustee from the records of the Trust for securities filings, including a free writing prospectus
or marketing materials. If such information is incorrect or omits material information and is the foundation for a claim against
a Sponsor, such Sponsor may be entitled to indemnification from the Trust.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Suspension of Delivery of Physical
Gold to Investors</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The delivery of Physical
Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as Custodial Sponsor or, is otherwise unable
or unwilling to accept applications from investors with respect to the delivery of shares in exchange for Physical Gold. Notification
of a suspension of the delivery of Physical Gold will be communicated to investors via the Trust&rsquo;s website.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Management of the Sponsors</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><U>Custodial Sponsor</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. Richard Hayes is
the Chief Executive Officer and Caroline Preuss is the Chief Financial Officer of the Custodial Sponsor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodial Sponsor
is managed by a Board of Directors composed of Sam Walsh, Gaye McMath, Liam Twigger, John O&rsquo;Connor, Mark Puzey, John Collins,
Richard Watson and Richard Hayes.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. Sam Walsh, age 69,
was appointed Chair of Gold Corporation on 1 January 2019. He is Chair of the Accenture Global Mining Council (UK), the Australian
Council for the Arts, the Perth Diocesan Trust, and the Royal Flying Doctor Service (WA Ops) and is a Non-Executive Director of
Mitsui &amp; Co (Japan). Sam held the position of Chief Executive of Rio Tinto Plc and Ltd from January 2013 to July 2016, when
he retired after 25 years with the international mining group. Prior to this, he had commenced his career in the automotive industry
where he held senior leadership roles for General Motors and Nissan Australia for 20 years. Sam has played a key role in charity,
community and business associations in Australia and the United Kingdom. In recognition of his distinguished service to the mining
industry and the community of Western Australia, Sam was appointed an Officer of the Order of Australia (AO) in 2010 and announced
Western Australia Citizen of the Year (Industry and Commerce) in 2007. Sam is a Fellow of the Australian Institute of Management,
the Australasian Institute of Mining and Metallurgy, the Australian Institute of Company Directors, and the UK Institute of Directors.
He is also a Fellow of the Chartered Institute of Purchasing and Supply, the Australian Academy of Technological Sciences and Engineering,
and was previously Treasurer of the International Council on Mining and Metals. He has a Bachelor of Commerce from Melbourne University
and has completed a Fellowship Program at Kettering University in Michigan. Sam has an Honorary Doctorate from the University of
Western Australia and from Edith Cowan University in Perth. He has been recognised with a Graduate of Distinction, Life Time Achievement
Award from the University of Melbourne, and an Honorary Fellowship from Melbourne Business School. He is the recipient of the AusIMM
Institute Medal and is a former Visiting Fellow at Oxford University.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ms. Gaye McMath, age
60, was appointed to the Board of Directors of the Custodial Sponsor in July 2007. She also served as the Chief Operating Officer
at the University of Western Australia (UWA) from 2014 to 2016. Prior to that, Ms. McMath held the position of Executive Director
of Finance and Resources at UWA from 2004 to 2014, and prior to that role was Pro Vice-Chancellor (Resource Management) and Chief
Financial Officer at Murdoch University from 2001 to 2004. Prior to this role, Ms. McMath had a 23 -year career with BHP Billiton,
where she held a range of Directorships on a number of domestic and international mining infrastructure subsidiary and joint venture
boards. She has also held directorships for the past 19 years in the Resources, Infrastructure, Energy, Financial Services, Property,
Education, Healthcare and the Arts.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. Liam Twigger, age
56, was appointed to the Board of Directors of the Custodial Sponsor in January 2016. For the past seven years, Mr. Twigger has
also held the position of Managing Director of the web based mine broking business MinesOnline.com and currently resides on the
board as Chairman. He has over twenty years&rsquo; experience in the fields of investment banking and corporate finance and was
the founding director of MinesOnline.com&rsquo;s parent company, PCF Capital Group. In 1995, he established Macquarie Bank&rsquo;s
Bullion and Commodities division in Perth, Western Australia and served as Head of Macquarie Bank Limited in Western Australia
from 1994 to 1997. Mr. Twigger is currently also Chairman of Football West Limited, the governing body for soccer in Western Australia.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. John O&rsquo;Connor,
age 61, was appointed to the Board of Directors of the Custodial Sponsor in January 2016. He is a former partner of PricewaterhouseCoopers
(PwC) where he spent 34 years of his career, including 24 years as an audit partner. During his time with PwC, Mr. O&rsquo;Connor
held the role of Managing Partner of PwC Perth, where he also led the assurance practice. He has extensive audit experience in
the resources sector, both within Australia and globally. In March 2013, Mr. O&rsquo;Connor retired from PwC and now holds a number
of non-executive director roles. He is a Fellow of the Institute of Chartered Accountants in Australia and New Zealand, a Fellow
of the Institute of Chartered Accountants in England and Wales, and a Fellow of the Institute of Company Directors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. Mark Puzey, age
56, was appointed to the Board of Directors of the Custodial Sponsor in February 2018. He is also a Non -Executive Director of
Patersons Securities Limited since October 2016. He was a partner of KPMG Australia having joined the firm over 33 years ago in
1983 until 2016. He is a Fellow of the Institute of Company Directors (FAICD) and a Fellow of the Institute of Chartered Accountants
(FCA). He graduated from The University of Western Australia in 1982 with a Bachelor of Commerce with Accounting and Computer Science
majors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. John Collins, age
63, was appointed to the Board of Gold Corporation in February 2019. Most recently he was the Chief Executive Officer and a Director
of the Western Australian Treasury Corporation (WATC) from October 2009 until January 2019. Mr Collins has more than 30 years of
international experience in finance with an emphasis on financial markets activities and banking, having held progressively more
senior leadership roles at US-based Cargill Incorporated and the ANZ Bank. His last role with ANZ was as President Director of
ANZ Panin Bank in Jakarta, Indonesia. In past years he has held executive directorships with Cargill Australia Limited, ANZ Panin
Bank and the WATC. Mr. Collins has an MBA from the University of St Thomas in St Paul, Minnesota and a Bachelor of Science in Business
Administration from the Ohio State University in Columbus, Ohio in the United States. Both qualifications had specialisations in
finance. He became a Graduate Member of the Australian Institute of Company Directors in 2010 and first acquired his Australian
Financial Markets Association accreditation in 1998.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. Richard Watson,
age 49, was appointed to the Board of Gold Corporation in February 2019. He is the Executive Director of Infrastructure and Finance,
having commenced this role in July 2018, and prior to this, he was Executive Director of the Economic Business Unit in the Department
of Treasury from May 2014. Mr. Watson is responsible for the overseeing and governance of the trading enterprises within the Government
of Western Australia, supporting the State&rsquo;s financial management framework, legislative and accounting standards, and upholding
the efficient and effective delivery of treasury services for the State of Western Australia.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. Richard Hayes, age
59, was appointed to the Board of Directors of the Custodial Sponsor in April 2003. He has also served as Chief Executive officer
of the Custodial Sponsor since July 2015. Mr. Hayes had been Chief Financial Officer and Deputy CEO since joining the Custodial
Sponsor in March 2003. Mr. Hayes was previously the Chief Operating Officer and an Executive Director of AGR Matthey from October
2002 to March 2003 and prior to that he was Director, Finance and Deputy Managing Director of AGR Joint Venture from December 1998
to October 2002. Prior to that, he was Chief Financial Officer and Company Secretary of Golden West Refining Corporation Ltd, an
ASX-listed company controlled by N M Rothschild &amp; Sons Ltd, which, in December 1998, merged with Gold Corporation&rsquo;s refining
and jewelry manufacturing business to become the AGR Joint Venture.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Ms. Caroline Preuss,
age 36, was appointed Chief Financial Officer of the Custodial Sponsor in August 2015 and has worked for the Custodial Sponsor
since 2013. Prior to her current role, Ms. Preuss was at PricewaterhouseCoopers where she specialised in Financial Services and
Mining across Australia, the UK and the USA. Ms. Preuss holds a Bachelor of Commerce and Bachelor of Science from the University
of Western Australia and a Post Graduate Diploma in Chartered Accounting. Since 2010, Ms. Preuss has been a Lecturer, Facilitator
and Exam Panel Member for the Institute of Chartered Accountants Australia and New Zealand.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><U>Administrative Sponsor</U></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">J. Garrett Stevens is
the Chief Executive Officer and Richard Hogan is the President of the Administrative Sponsor. Jay Baker is the Administrative Sponsor&rsquo;s
Director of Capital Markets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. J. Garrett Stevens,
age 39, has served as the Chief Executive Officer of the Administrative Sponsor since 2009. In this position, he oversees and is
actively involved in the firm&rsquo;s daily operations. He is also President and Chairman of the Board of the Exchange Traded Concepts
Trust I and President of ETC Trust II and holds the position of Chairman of the Administrative Sponsor&rsquo;s Executive Committee.
Prior to joining the Administrative Sponsor, Mr. Stevens founded FaithShares in 2009 where he served as CEO, launching the first
family of faith-based ETFs in the marketplace. Mr. Stevens began his professional career in 2000 as a stock broker and investment
advisor at T.S. Phillips Investments, Inc. serving as vice president. Mr. Stevens holds a Bachelor&rsquo;s degree in Finance from
Oklahoma State University.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. Richard Hogan, age
57, has served as the President of the Administrative Sponsor since 2011. Previously, Mr. Hogan was a Founder and Managing Member
of Yorkville ETF Advisors, a sponsor of exchange traded funds which were sold to Van Eck in 2016. He began his professional career
as an Independent Options Trader on the floors of the New York Stock Exchange and American Stock Exchange. After successfully trading
his own account, Mr. Hogan was recruited by Spear, Leeds &amp; Kellogg (&ldquo;SLK&rdquo;) as a Specialist in early 1987. Mr. Hogan
became a Limited Partner at SLK in 1990 and a Managing Director in 1992. As Managing Director of the Index Derivatives Group, Mr.
Hogan established trading operations in Chicago, Singapore and London as well as other satellite operations. In 2000, Mr. Hogan
became a Managing Director of Goldman Sachs when SLK was merged. He played a critical role in combining the ETF operations of SLK,
Goldman and Hull Trading, a prior Goldman acquisition. Since 2002, Mr. Hogan has been actively managing his own portfolio. He graduated
from Villanova University in 1983 with an Honors Bachelor of Arts degree.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Mr. Jay Baker, age 68,
joined the Administrative Sponsor in September 2011 and serves as Director of Capital Markets, focusing primarily on new Business
Development. Mr. Baker played a lead role in the creation and successful launch of the Yorkville products - one of which being
the first ETF launched on ETC&rsquo;s platform in 2012 - which were acquired by Van Eck in early 2016. Through Mr. Baker&rsquo;s
leadership and expertise, he has since assisted in bringing 19 funds to market through ETC, whose assets now total approximately
$2 billion to date. Prior to his partnership with the Administrative Sponsor, Mr. Baker spent 12 years at Goldman Sachs, where
he was a Vice President of ETF Business Development for their Electronic ETF Trading Group. He previously worked at the American
Stock Exchange in the ETF and Options department and was involved with marketing of the SPDR, the first ETF launched in the United
States. The SPDR trades 200 million shares a day and has approximately $200 billion in AUM. Mr. Baker graduated from Ohio Wesleyan
University with a BA and received an MBA in Finance from Pace University.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">There have been no events
under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of
the ability and integrity of any executive officer, manager, promoter or control person of a Sponsor during the past ten years.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Successor Sponsors</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Neither the Trustee
nor a remaining Sponsor has an obligation to appoint a successor Sponsor or to assume the duties of a Sponsor and will have no
liability to any person because the Trust is or is not terminated as described in &ldquo;Description of the Trust&mdash;Terminating
the Trust&rdquo; above.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><A NAME="a_017"></A>THE TRUSTEE</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">BNYM, a banking corporation
organized under New York State law with trust powers, serves as the Trustee. The Trustee has a trust office at 2 Hanson Place,
Brooklyn, New York 11217. The Trustee 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, Net Asset Value of
the Trust, transaction fees for the creation and redemption of Baskets and the names of the parties that have executed an Authorized
Participant Agreement may be obtained from the Trustee. A copy of the Trust Agreement is available for inspection at the Trustee&rsquo;s
trust office identified above. Under the Trust Agreement, the Trustee is required to maintain capital, surplus and undivided profits
of at least $150 million.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Trustee&rsquo;s Role</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee is generally
responsible for the day-to-day administration of the Trust, including keeping the Trust&rsquo;s operational records. The Trustee&rsquo;s
principal responsibilities include: (1) valuing the Trust&rsquo;s gold and calculating the Net Asset Value per share of the Trust;
(2) supplying inventory information received from the Custodian to the Administrative Sponsor for the Trust&rsquo;s website; (3)
receiving and processing orders from Authorized Participants for the creation and redemption of Baskets; (4) coordinating the processing
of orders from Authorized Participants with the Custodian and DTC, including coordinating with the Custodian the receipt of gold
transferred to the Trust in connection with each issuance of Baskets; (5) transferring gold to the Custodial Sponsor in lieu of
paying the Custodial Sponsor Fee in cash; (6) transferring gold to the Custodial Sponsor in lieu of reimbursing the Custodial Sponsor
for cash payments owed by the Trust, but undertaken by the Custodial Sponsor; (7) selling the Trust&rsquo;s gold pursuant to a
Sponsor&rsquo;s direction or otherwise as needed to pay any extraordinary Trust expenses that are not assumed by a Sponsor; (8)
holding the Trust&rsquo;s cash and other financial assets, if any; (9) when appropriate, making distributions of cash or other
property (other than gold) to investors; and (10) receiving and reviewing reports on the custody of and transactions in the Trust&rsquo;s
gold from the Custodian and taking such other actions in connection with the custody of gold as a Sponsor instructs. The Trustee
shall, with respect to directing the Custodian, act in accordance with the instructions of the Custodial Sponsor or the Administrative
Sponsor in accordance with the Trust Agreement. Under the agreement with the Custodian, the Trustee, the Administrative Sponsor
and their Physical Gold auditors may visit the premises of the Custodian for the purpose of examining the Trust&rsquo;s gold and
certain related records maintained by the Custodian.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee does not
monitor the performance of the Custodian other than to review the reports provided by the Custodian pursuant to the Custody Agreement.
The Trustee, along with the Sponsors, will liaise with the Trust&rsquo;s legal, accounting and other professional service providers
as needed. The Trustee will assist and support the Administrative Sponsor with the preparation of all periodic reports required
to be filed with the SEC on behalf of the Trust. The Trustee&rsquo;s monthly fees and out-of-pocket expenses will be paid by the
Custodial 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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee will keep
proper books of registration and transfer of shares at its office located in New York or such office as it may subsequently designate.
These books and records are open to inspection by any person who establishes to the Trustee&rsquo;s satisfaction that such person
is an investor at all reasonable times during the usual business hours of the Trustee. The Trustee will keep a copy of the Trust
Agreement on file in its office which will be available for inspection on reasonable advance notice at all reasonable times during
its usual business hours by any investor.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Qualifications of the Trustee</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust Agreement
provides that the Trustee and any successor trustee must be (1) a bank, trust company, corporation or national banking association
organized and doing business under the laws of the United States or any of its states and authorized under such laws to exercise
corporate trust powers, (2) a participant in DTC or such other securities depository as shall then be acting with respect to the
shares and (3) unless counsel to a Sponsor, the appointment of which is acceptable to the Trustee, determines that such requirement
is not necessary for the exception under section&nbsp;408(m)(3)(B)&nbsp;of the Code to apply, a banking institution as defined in Code section
408(n). The Trustee and any successor trustee must have, at all times, an aggregate capital, surplus, and undivided profits of
at least $150 million.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">General Duty of Care of Trustee</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee is a fiduciary
under the Trust Agreement; provided, however, that the fiduciary duties and responsibilities and liabilities of the Trustee are
limited by, and are only those specifically set forth in, the Trust Agreement. For limitations of the fiduciary duties of the Trustee,
see the limitations on liability set forth in &ldquo;The Trustee-Limitation on Trustee&rsquo;s liability&rdquo; and &ldquo;The
Trustee-Trustee&rsquo;s Liability for Custodial Services and Agents.&rdquo;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Limitation on Trustee&rsquo;s Liability</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust Agreement
provides that the Trustee will not assume any obligation nor shall the Trustee be subject to any liability to any registered or
beneficial owner of shares, Authorized Participant or other person (including liability with respect to the worth of the Trust
Property), except that the Trustee agrees to perform its obligations under the Trust Agreement without gross negligence, willful
misconduct or bad faith. The Trustee shall not have any obligation or liability for, or otherwise related to, any services Gold
Corporation may, directly or indirectly, separately offer or provide to any beneficial owner. In no event will the Trustee be liable
for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document (1) from a
Sponsor, the Custodian or any entity acting on behalf of either which the Trustee believes is given pursuant to or is authorized
by the Trust Agreement or the Custody Agreement, respectively; and (2) from or on behalf of any Authorized Participant which the
Trustee believes is given pursuant to or is authorized by an Authorized Participant Agreement (provided that the Trustee has complied
with the verification procedures specified in the Authorized Participant Agreement). In no event will the Trustee be liable for
acting or omitting to act in reliance upon the advice of or information from legal counsel, accountants, any Authorized Participant,
any registered owner, any beneficial owner, or any other person believed by it in good faith to be competent to give such advice
or information. The Trustee or any of its respective directors, officers, managers, members, employees, agents or affiliates will
not be liable if the Trustee is prevented, forbidden, subject to civil or criminal penalty or delayed in meeting its obligations
under the Trust Agreement by reason of any law, regulation, governmental regulatory authority, stock exchange, or by reason of
any act of God or war or terrorism or other circumstances beyond its control.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee will not
be liable by reason of any non-performance or delay in the performance of any action which may be performed under the Trust Agreement
or by exercising, or not, any discretion provided for in the Trust Agreement. The Trustee will not be liable for any indirect,
consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable
or contemplated, or for an amount in excess of the value of the Trust&rsquo;s assets.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Trustee&rsquo;s Liability for Custodial
Services and Agents</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust Agreement
provides that the Trustee will not be answerable for the default or misconduct of the Custodian, agents, attorneys, accountants,
auditors and other professionals appointed by the Sponsors to provide services on behalf of the Trust. The Trustee may also employ
custodians for Trust assets other than gold, agents, attorneys, accountants, auditor and other professionals (including any affiliate
of the Trustee or of a Sponsor) and shall not be answerable for the default or misconduct of any such custodians, agents, attorneys,
accountants, auditors or other professionals if such custodians, agents, attorneys, accountants, auditors or other professionals
were selected with reasonable care. In no event shall the Trustee be liable for (i) any loss or damage resulting from the actions
or omissions of, or the insolvency of, the Custodian or any Sub-Custodian or loss or damage to the gold while in the possession
of, or in transit to or from, the Custodian or any Sub-Custodian, (ii) the amount, validity or adequacy of insurance maintained
by the Custodian or any Sub-Custodian, (iii) any defect in gold held by the Custodian or any Sub-Custodian, (iv) any failure of
the gold to conform to the requirements of London Bars or otherwise conform to the requirements of Physical Gold and (v) any failure
of gold to conform to a description thereof provided by the Custodian to the Trustee.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Taxes</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under the Trust Agreement,
the Trustee will not be personally liable for any taxes or other governmental charges imposed on the gold or its custody, moneys
or other Trust assets, or on the income therefrom or the sale or proceeds of the sale thereof, or on it as Trustee or on or in
respect of the Trust or the shares that it may be required to pay under any present or future law of the United States or of any
other taxing authority having jurisdiction. For all such taxes and charges and for any expenses, including reasonable counsel&rsquo;s
fees, that the Trustee may sustain or incur with respect to such taxes or charges, the Trustee will be reimbursed and indemnified
out of the Trust&rsquo;s assets, and the payment of such amounts shall be secured by a lien on the Trust.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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    <!-- Field: /Page -->

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Indemnification of the Trustee</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust Agreement
provides that the Trustee, its directors, officers, employees, shareholders agents and affiliates (as defined under the Securities
Act) shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees
and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and
under each other agreement entered into by the Trustee in furtherance of the administration of the Trust (including the Custody
Agreement and any Authorized Participant Agreement, including the Trustee&rsquo;s indemnification obligations under these agreements),
or otherwise by reason of the Trustee&rsquo;s acceptance or administration of the Trust to the extent such loss, liability or expense
was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified
party in connection with the performance of its obligations under the Trust Agreement or any such other agreement, or any actions
taken in accordance with the provisions of this Agreement or any such other agreement, or (ii) reckless disregard on the part of
such indemnified party of its obligations and duties under the Trust Agreement or any such other agreement. Each indemnified party
shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and
expenses of counsel) arising out of or in connection with any services Gold Corporation may, directly or indirectly, separately
offer or provide to any beneficial owner. Such indemnities shall include payment from the Trust of the reasonable costs and expenses
incurred by such indemnified party in investigating or defending itself against any such loss, liability or expense or any claim
therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid
by the Trust to the extent it may be ultimately determined that such indemnified party was not entitled to be indemnified under
the Trust Agreement because clause (i) or clause (ii) of the sentence preceding the prior sentence applied. Any amounts payable
to an indemnified party may be payable in advance or shall be secured by a lien on the Trust.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Indemnity for Actions Taken to Protect
the Trust</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under the Trust Agreement,
the Trustee is under no obligation to appear in, prosecute or defend any action that in its opinion may involve it in expense or
liability, unless it is furnished with reasonable security and indemnity against the expense or liability. The Trustee&rsquo;s
costs and expenses resulting from actions taken to protect the Trust and the rights and interests of investors under the Trust
Agreement are deductible from and will constitute a lien against the Trust&rsquo;s assets. Subject to the preceding conditions,
the Trustee shall, in its discretion, undertake such action as it may deem necessary to protect the Trust and the rights and interests
of investors pursuant to the terms of the Trust Agreement.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Protection for Amounts Due to Trustee</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee is entitled
to receive from the Custodial Sponsor fees for its ordinary services and reimbursement for its out-of-pocket expenses in accordance
with a written agreement between the Custodial Sponsor and the Trustee. Should the Custodial Sponsor fail to pay such fees and
expenses, the Trustee is authorized to charge such fees and expenses to the Trust, in an amount not exceeding the amount that could
be charged to the Trust in respect of the Custodial Sponsor Fee (and the Trustee may charge such fees and expenses to the Trust
to such extent without regard to whether, because of the Custodial Sponsor default, fee waiver or other reason, the Custodial Sponsor
may not then be entitled to such fee), and any subsequent amounts paid to the Custodial Sponsor pursuant to the Trust Agreement
shall be net of amounts so withheld. The Trustee&rsquo;s right of reimbursement shall be secured by a lien on amounts chargeable
to the Trust for the Custodial Sponsor Fee without giving effect to any fee waiver then in effect, prior to the interest of the
Sponsors, the investors and any other person.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee is entitled
to charge, and to be reimbursed by, the Trust for all expenses and disbursements incurred by it in the performance of its duties
under the Trust Agreement, including the reasonable fees and disbursements of its legal counsel and expenses identified in the
Custody Agreement as payable by the Trustee, other than (1) amounts payable by the Custodial Sponsor to the Trustee as described
in the preceding paragraph, (2) expenses and disbursements incurred by the Trustee prior to the commencement of the trading of
shares on the NYSE Arca and (3) fees of agents for performing services the Trustee is required to perform under the Trust Agreement.
The Trustee&rsquo;s right of reimbursement for expenses and disbursements under this paragraph shall constitute a lien on, and
the amount thereof shall be deductible against, the assets of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Any pecuniary cost,
expense or disbursement of the Trustee resulting from actions taken to protect the Trust and the rights and interests of investors
pursuant to the Trust Agreement, including the Trustee&rsquo;s appearance in, prosecution of or defense of any action that it considers
necessary or desirable to protect the Trust or the interests of the investors, shall be deductible from, and constitute a lien
on, the assets of the Trust.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Holding of Trust Property Other Than
Gold</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">All moneys held by the
Trustee shall be held by it, without interest thereon or investment thereof, as a deposit for the account of the Trust. Such held
monies shall be deemed segregated by maintaining such monies in an account or accounts for the exclusive benefit of the Trust.
The Trustee may also employ custodians for Trust assets other than gold, agents, attorneys, accountants, auditors and other professionals
(including any affiliate of the Trustee and of a Sponsor) and shall not be answerable for the default or misconduct of any such
custodians, agents, attorneys, accountants, auditors and other professionals if such custodians, agents, attorneys, accountants,
auditors or other professionals shall have been selected with reasonable care. Any Trust assets other than gold or cash will be
held by the Trustee either directly or through the Federal Reserve/Treasury Book Entry System for United States and federal agency
securities (Book Entry System), DTC, or through any other clearing agency or similar system (Clearing Agency), if available. The
Trustee will have no responsibility or liability for the actions or omissions of the Book Entry System, DTC or any Clearing Agency.
The Trustee shall not be liable for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate
changes, or similar matters relating to securities held at DTC or with any Clearing Agency unless the Trustee has received actual
and timely notice of the same.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Resignation, Discharge or Removal
of Trustee; Successor Trustees</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under the Trust Agreement,
the Trustee may at any time resign as Trustee by written notice of its election to do so and delivery of such notice to the Sponsors,
and such resignation shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as provided
in the Trust Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Administrative Sponsor,
with the prior written approval of the Custodial Sponsor, may remove the Trustee as trustee by written notice delivered to the
Trustee no more than 120 and at least 90 days prior to the fifth anniversary of the date of the Trust Agreement or, thereafter,
by written notice delivered to the Trustee no more than 120 and at least 90 days prior to the last day of any subsequent three-year
period. Subject to the terms of the Trust Agreement, such removal shall take effect upon the appointment of a successor trustee
and its acceptance of such appointment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Administrative Sponsor,
with the prior written approval of the Custodial Sponsor, may also remove the Trustee at any time if the Trustee (1) ceases to
be a Qualified Bank (as defined below), (2) is in material breach of its obligations under the Trust Agreement and fails to cure
such breach within 30 days after receipt of written notice from the Administrative Sponsor, in consultation with the Administrative
Sponsor, or investors acting on behalf of at least 25% of the outstanding shares specifying such default and requiring the Trustee
to cure such default, or (3) fails to consent to the implementation of an amendment to the Trust&rsquo;s initial Internal Control
Over Financial Reporting deemed necessary by the Administrative Sponsor and, after consultations with the Administrative Sponsor,
the Administrative Sponsor and the Trustee fail to resolve their differences regarding such proposed amendment. Under such circumstances,
the Administrative Sponsor, in consultation with the Custodial Sponsor, acting on behalf of the investors, may remove the Trustee
by written notice delivered to the Trustee and such removal shall take effect upon the appointment of a successor Trustee and its
acceptance of such appointment.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">A &ldquo;Qualified Bank&rdquo;
means a bank, trust company, corporation or national banking association organized and doing business under the laws of the United
States or any State of the United States that is authorized under those laws to exercise corporate trust powers and that (1) is
a DTC Participant or a participant in such other depository as is then acting with respect to the shares; (2) unless counsel to
a Sponsor, the appointment of which is acceptable to the Trustee, determines that the following requirement is not necessary for
the exception under Section 408(m) of the Code, to apply, is a banking institution as defined in Section 408(n) of the Code and
(3) had, as of the date of its most recent annual financial statements, an aggregate capital, surplus and undivided profits of
at least $150 million.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Administrative Sponsor,
in consultation with the Custodial Sponsor, may also remove the Trustee at any time if the Trustee merges into, consolidates with
or is converted into another corporation or entity in a transaction in which the Trustee is not the surviving entity. The surviving
entity from such a transaction shall be the successor of the Trustee without the execution or filing of any document or any further
act; however, during the 90-day period following the effectiveness of such transaction, the Administrative Sponsor may, in consultation
with the Custodial Sponsor, by written notice to the Trustee, remove the Trustee and designate a successor Trustee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the Trustee resigns
or is removed, the Administrative Sponsor, with the prior written approval of the Custodial Sponsor, shall use its reasonable efforts
to appoint a successor Trustee, which shall be a Qualified Bank. Every successor Trustee shall execute and deliver to its predecessor
and to the Sponsors, acting on behalf of the investors, an instrument in writing accepting its appointment under the Trust Agreement,
and thereupon such successor Trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties
and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request
of the Sponsors, acting on behalf of the registered owners of shares, shall execute and deliver an instrument transferring to such
successor all rights and powers of such predecessor under the Trust Agreement, shall duly assign, transfer and deliver all right,
title and interest in the Trust&rsquo;s assets to such successor, and shall deliver to such successor a list of the registered
owners of all outstanding shares. The Sponsors or any such successor Trustee shall promptly give notice of the appointment of such
successor Trustee to the investors.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If the Trustee resigns
and no successor trustee is appointed within 60 days after the date the Trustee issues its notice of resignation, the Trustee will
terminate and liquidate the Trust and distribute its remaining assets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><A NAME="a_018"></A>THE CUSTODIAN</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Gold Corporation serves
also as the Custodian for the Trust&rsquo;s gold bullion. The Custodian&rsquo;s office is located at 310 Hay Street, East Perth,
WA 6004, Australia.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Custodian&rsquo;s Role</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian is responsible
for holding the Trust&rsquo;s gold, as well as receiving and converting allocated and unallocated gold on behalf of the Trust.
The Custodian shall store Physical Gold in its own vaulting facilities, generally in Perth, Australia, or such other locations
where the Custodian may maintain vaulting facilities from time to time, and utilize the services of its appointed secure transportation
provider(s) at the risk of the Custodian. The Custodian may appoint sub-custodians from time to time for the custody and safekeeping
of Physical Gold, but the Custodian remains liable for the custody and safe-keeping of that Physical Gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In an effort to ensure
that gold held by the Custodian is safe, the Custodian employs a team of specialist security officers to monitor for external and
internal threats and who work closely with specialist gold detectives from the West Australian Police Force. The Custodian&rsquo;s
vaults are Category 11 vaults, meet AUS/NZ Standards 3809, and have each been vetted by the Custodian&rsquo;s underwriters. The
Custodian&rsquo;s sites are monitored 24 hours per day with video recordings and access to and within its facilities are controlled
electronically from a Class 1 Security Control Room. The Custodian&rsquo;s risk management team ensures compliance with an extensive
level of procedural security for receiving, releasing and accounting for precious metal (including a Metals Accountant whose sole
focus is ongoing reconciliation of the Custodian&rsquo;s ounce assets and liabilities). Additionally, the Custodian&rsquo;s specialist
security officers, risk team and insurers will vet and approve the use of any Sub-Custodians to ensure the gold they hold for and
on behalf of the Custodian is as safely and securely held by them to the same high standards as those of the Custodian.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian must allocate,
or cause to be allocated, ownership of gold to the Trust Allocated Metal Account such that no amount of gold remains standing to
the credit of the Trust Unallocated Metal Account at the Custodian&rsquo;s close of business on each Business Day. In the event
that the Custodian is unable to fully effect such allocation by such time due to reasons outside of its or its Sub-Custodian&rsquo;s
control, the Custodian will use reasonable efforts to cause such allocation as soon as possible.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian converts
the Trust&rsquo;s gold between allocated and unallocated gold when: (1) Authorized Participants engage in creation and redemption
transactions with the Trust; (2) gold is transferred to the Custodial Sponsor&rsquo;s account to pay the Custodial Sponsor Fee
or reimburse costs, expenses and other amounts to which the Custodial Sponsor is entitled to be reimbursed in accordance with the
Trust Agreement; or (3) gold is sold to pay Trust expenses. The Custodian will facilitate the transfer of gold in and out of the
Trust through the GC Metal Account as applicable. The Custodian is responsible for allocating gold to the Trust Allocated Metal
Account. The Custodian&rsquo;s obligations in relation to gold owned by the Trust and held in safekeeping by the Custodian (whether
in the Trust Unallocated Metal Account, Trust Allocated Metal Account or the GC Metal Account) are held subject to the Government
Guarantee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

<!-- Field: Page; Sequence: 84; Value: 1 -->
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If for any reason Physical
Gold credited to the Trust Allocated Metal Account (i) does not meet the requirements for Physical Gold or (ii) does not contain
the number of Fine Ounces that has been reported to the Trustee, the Custodian shall as soon as practical replace such Physical
Gold with Physical Gold that meets the requirements for Physical Gold or contains the number of Fine Ounces reported to the Trustee
by (i) debiting the Trust Allocated Metal Account and crediting the Trust Unallocated Metal Account with the requisite amount of
Physical Gold to be replaced, (ii) providing replacement Physical Gold that is of an amount that approximates the amount of Physical
Gold to be replaced as closely as practical, and (iii) debiting the Trust Unallocated Metal Account and crediting the Trust Allocated
Metal Account with the requisite amount of replacement Physical Gold. The Custodian shall not start the foregoing replacement process
on a particular Business Day unless it is reasonably sure that such replacement process can be started and completed in the same
Business Day. The Custodian shall notify the Trustee as soon as practicable on the Business Day (but no later than the end of business
on such Business Day) when (i) the Custodian has determined that Physical Gold credited to the Trust Allocated Metal Account is
to be replaced and (ii) when replacement Physical Gold has been credited to the Trust Allocated Metal Account in accordance with
the above instructions. The cost of any such replacement shall be borne by the Custodian.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian may from
time to time employ Sub-Custodians solely for the custody and safekeeping of Physical Gold, including in locations where the Custodian
does not maintain its own vaulting or other secure storage facilities or when the Custodian&rsquo;s vaulting facilities are insufficient
to hold the Physical Gold of the Trust. The Custodian will use reasonable care in selecting any Sub-Custodian. In selecting any
Sub-Custodian with reasonable care, the Custodian is to determine if such Sub-Custodian can reasonably be expected to operate in
a reasonable and prudent manner and in compliance with all relevant laws, rules and regulations applicable to its services as a
sub-custodian of Gold. Any Physical Gold held by a Sub-Custodian shall be recorded by the Custodian as being held in the Trust
Allocated Metal Account at all times. The Custodian shall be liable in contract, tort or otherwise for any loss, damage or expense
arising directly or indirectly from any act or omission, or insolvency, of any Sub-Custodian. The Custodian will provide the Trustee
and the Administrative Sponsor with the name and address of any Sub-Custodian the Custodian selects, along with any other information
which the Trustee or the Administrative Sponsor may reasonably request concerning the appointment of such Sub-Custodian.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian will provide
the Trustee with regular reports detailing the gold transfers in and out of the Trust Unallocated Metal Account and identifying
the gold bars held in the Trust Allocated Metal Account.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian receives
the Custodial Sponsor Fee under the terms of the Trust Agreement and shall receive no additional compensation for its services
to the Trust under the Custody Agreement. 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 an agent for their customers and for accounts over which they exercise
investment discretion. The Trustee, on behalf of the Trust, has entered into agreements with the Custodian, under which the Custodian
maintains the Trust Allocated Metal Account and the Trust Unallocated Metal Account.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

<!-- Field: Page; Sequence: 85; Value: 1 -->
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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under the Trust Agreement,
the Administrative Sponsor, in consultation with the Custodial Sponsor, is responsible for appointing accountants or other inspectors
to monitor the accounts and operations of the Custodian and for enforcing the obligations of the Custodian as is necessary to protect
the Trust and the rights and interests of the investors. Under the Custody Agreement, the Custodian has agreed, and will procure
that any Sub-Custodian will agree, to permit Physical Gold auditors access to their respective premises during normal business
hours to examine the gold held for the Trust and such records as they reasonably require. The Trustee has no obligation to monitor
the activities of the Custodian or any Sub-Custodian other than to receive and review such reports of the gold held for the Trust
by the Custodian and of transactions in gold held for the account of the Trust made by the Custodian pursuant to the Custody Agreement.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Description of the Custody Agreement</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee has entered
into the Custody Agreement with the Custodian on the Trust&rsquo;s behalf. The Custody Agreement establishes the Trust Allocated
Metal Account and the Trust Unallocated Metal Account with the Custodian and defines the Custodian&rsquo;s responsibilities to
the Trust, including the obligation to maintain the GC Metal Account.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Trust Allocated Metal
Account Reports</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In respect of each Business
Day, the Custodian will transmit to the Trustee a statement of account together with a report (i) showing the increases and decreases
to the Physical Gold standing to the Trustee&rsquo;s credit in the Trust Allocated Metal Account and identifying separately each
transaction and the Business Day on which it occurred and (ii) identifying each individual item of Physical Gold held in the Trust
Allocated Metal Account, including refiner, assay, serial numbers and gross and fine weight, as applicable. The Custodian will
use commercially reasonable efforts to send that statement of account and accompanying reports on or before the Custodian&rsquo;s
close of business in respect to each Business Day. At the same time as that statement of account is provided to the Trustee in
respect to any Business Day, the Custodian will also send the Trustee a notification of (i) each separate transaction, if any,
transferring Gold to the Trust Allocated Metal Account from the Trust Unallocated Metal Account, (ii) the amount of Gold, if any,
transferred from the Trust Allocated Metal Account to the Trust Unallocated Metal Account and (iii) the closing balance of Physical
Gold held in the Trust Unallocated Metal Account for such Business Day. In addition, the Custodian will provide the Trustee with
such information about the increases and decreases to the Gold standing to the Trustee&rsquo;s credit in the Trust Allocated Metal
Account on a same-day basis at such other times and in such other form as the Trustee and the Custodian shall agree. For each calendar
month, the Custodian will provide the Trustee within a reasonable time after the end of the month a statement of account for the
Trust Allocated Metal Account which shall include the opening and closing monthly balance and all transfers to and from the Trust
Allocated Metal Account, accompanied by one or more weight lists containing information sufficient to identify each item of Physical
Gold held in the Trust Allocated Metal Account as of the last Business Day of the calendar month and the party having physical
possession thereof, including any Sub-Custodian or any sub-custodian of a Sub-Custodian. The Custodian also will provide the Trustee
with additional weight lists in respect of the Physical Gold held in the Trust Allocated Meal Account from time to time upon the
Trustee&rsquo;s reasonable request. All such reports will be made available to the Trustee by means of authenticated email message,
provided that, if the email messaging system is unavailable for any reason, the Trustee and the Custodian will agree upon a temporary
notification system for making such reports available to the Trustee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I></I></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Trust Unallocated
Metal Account Reports</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In respect of each Business
Day, the Custodian will transmit to the Trustee a statement of account together with a report showing the increases and decreases
to the Gold standing to the Trustee&rsquo;s credit in the Trust Unallocated Metal Account, and identifying separately each transaction
and the Business Day on which it occurred. The Custodian will use commercially reasonable efforts to send that statement of account
and accompanying reports on or before the Custodian&rsquo;s close of business in respect to each Business Day. At the same time
as that statement of account is provided to the Trustee in respect to any Business Day, the Custodian will also send the Trustee
a notification of (i) each separate transaction, if any, transferring Gold to the Trust Unallocated Metal Account, including the
amount of Gold transferred to the Trust Unallocated Metal Account and the AP Account from which such Gold is transferred (either
directly or indirectly through the GC Metal Account); (ii) the amount of Gold, if any, transferred from the Trust Unallocated Metal
Account to the Trust Allocated Metal Account or to any AP Account (either directly or through the GC Metal Account); and (iii)
the amount of any Gold borrowed pursuant to the Custody Agreement; and (iv) the closing balance of Gold credited to the Trust Unallocated
Metal Account for such Business Day. In addition, the Custodian will provide the Trustee such information about the increases and
decreases to the Gold standing to the Trustee&rsquo;s credit in the Trust Unallocated Metal Account on a same-day basis at such
other times and in such other form as the Trustee and the Custodian shall agree. For each calendar month, the Custodian will provide
the Trustee within a reasonable time after the end of the month a statement of account for the Trust Unallocated Metal Account,
which shall include the opening and closing monthly balance and all transfers to and from the Trust Unallocated Metal Account.
All such reports will be made available to the Trustee by means of authenticated email message, provided that, if the email messaging
system is unavailable for any reason, the Trustee and the Custodian will agree upon a temporary notification system for making
such reports available to the Trustee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Transfers into the
GC Metal Account and the Trust Unallocated Metal Account</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian will credit
to the Trust Unallocated Metal Account the amount of gold it receives from an Authorized Participant&rsquo;s account (as applicable
via the GC Metal Account). Additionally, in the ordinary course, the only gold the Custodian will accept for credit to the Trust
Unallocated Metal Account is gold that has transferred from an Authorized Participant&rsquo;s account, the Trust Allocated Metal
Account, the GC Metal Account or another metal account held in the name of the Custodian.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Transfers from the
Trust Unallocated Metal Account</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian will arrange
for the transfer of gold from the Trust Unallocated Metal Account only in accordance with the Trustee&rsquo;s instructions to the
Custodian. A transfer of gold from the Trust Unallocated Metal Account may only be made (1) by transferring gold to an Authorized
Participant&rsquo;s account (directly or through the GC Metal Account), (2) by transferring gold to the Trust Allocated Metal Account,
(3) by transferring gold to the Custodial Sponsor&rsquo;s account for the payment of the Custodial Sponsor Fee and for the reimbursement
of costs, expenses and other amounts to which the Custodial Sponsor is entitled to be reimbursed for in accordance with the Trust
Agreement, (4) the collection of Physical Gold from the Custodian at its vault premises or such other location as the Custodian
may direct, or (5) by transfer to an account maintained by the Custodian or a third party on an unallocated basis in connection
with the sale of gold or other transfers permitted under the Trust Agreement. Transfers made pursuant to clauses (4) and (5) will
be made only on an exceptional basis, with transfers under clause (5) to include transfers made in connection with a sale of gold
to pay extraordinary expenses of the Trust not paid by a Sponsor or on the liquidation of the Trust. Any gold made available in
physical form by the Custodian will be in a form that complies with the rules, regulations, practices and customs of the LBMA,
the Bank of England or any applicable regulatory body that apply to such gold or in such other form as may be agreed between the
Trustee and the Custodian, and, unless specifically selected by the Trustee, in all cases will comprise one or more whole gold
bars selected by the Custodian.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian must allocate,
or cause to be allocated, ownership of gold to the Trust Allocated Metal Account such that no amount of gold remains standing to
the credit of the Trust Unallocated Metal Account at the Custodian&rsquo;s close of business on each Business Day. In the event
that the Custodian is unable to fully effect such allocation by such time due to reasons outside of its or its Sub-Custodian&rsquo;s
control, the Custodian will use reasonable efforts to cause such allocation as soon as possible.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Right to Refuse Transfers
or Amend Transfer Procedures</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian may refuse
to accept instructions to transfer gold to or from the Trust Unallocated Metal Account or the Trust Allocated Metal Account if,
in the Custodian&rsquo;s opinion, they are or may be contrary to the rules, regulations, practices and customs of the LBMA or the
Bank of England or contrary to any applicable law. The Custodian may amend the procedures for transferring gold to or from the
Trust Unallocated Metal Account or the Trust Allocated Metal Account (i) due to a change in rules or procedures of the LBMA, or
(ii) with the consent of the Trustee and the Administrative Sponsor. The Custodian will, whenever practical, notify the Trustee
and the Administrative Sponsor within a commercially reasonable time before the Custodian amends these procedures or imposes additional
ones.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Trust Allocated and
Trust Unallocated Metal Account Credit and Debit Balances</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">No interest will be
paid by the Custodian on any credit balance to the Trust Unallocated Metal Account or the Trust Allocated Metal Account. The Trust
Allocated Metal Account may not at any time have a debit or negative balance.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Exclusion of Liability</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian will use
reasonable care in the performance of its duties under the Custody Agreement provided always that its liability for any loss or
damage suffered by the Trust or the Trustee in connection with the Custody Agreement (including in relation to any lost or damaged
Physical Gold) shall not exceed the cash equivalent of all Gold due, payable and deliverable by the Custodian (that being the extent
of the liability coverage provided by the Government Guarantee).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I></I></P>

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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
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<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Indemnity</I></P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee will, solely
out of and to the extent of the Trust&rsquo;s assets, indemnify and keep indemnified the Custodian (on an after-tax basis) on demand
against all costs and expenses, damages, liabilities and losses (other than expenses assumed by the Custodial Sponsor under the
Trust Agreement or the Custody Agreement) that the Custodian may suffer or incur directly or indirectly in connection with the
Custody Agreement, except to the extent that such sums are due directly to the Custodian&rsquo;s negligence, willful default or
fraud.</P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Government Guarantee</I></P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Government Guarantee
provides (amongst other things) that the payment of the cash equivalent of Gold which is due, payable and deliverable by the Custodian
under the Gold Corporation Act is guaranteed by the Treasurer of Western Australia, in the name and on
behalf of the Crown in the right of the State of Western Australia. The Custodian shall promptly notify the Trustee as soon as
it becomes aware of any proposal by the Western Australian Government to remove or alter the Government Guarantee.</P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Force Majeure</I></P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian will not
be liable for any delay in performance or any non-performance of any of its obligations under the Custody Agreement by reason of
any cause beyond its reasonable control, including acts of God, war or terrorism or other breakdowns or acts set forth in the Custody
Agreement.</P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Termination</I></P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custodian may resign
as Custodian and terminate the Custody Agreement upon six months&rsquo; advance written notice.</P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custody Agreement
may be terminated immediately upon written notice as follows: (1) by the Trustee or the Custodian, if it becomes unlawful for the
Custodian or the Trustee to be a party to the agreement or to provide or receive the services thereunder, (2) by the Custodian,
if there is any event which in the Custodian&rsquo;s reasonable view indicates the Trustee&rsquo;s insolvency or impending insolvency,
(3) by the Trustee, if there is any event which, in the Trustee&rsquo;s reasonable view, indicates the Custodian&rsquo;s insolvency
or impending insolvency, or if the Custodian resigns or is deemed to have resigned as Custodial Sponsor pursuant to the Trust Agreement,
or (4) by the Trustee, if the Trust is to be terminated.</P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">If arrangements reasonably
acceptable to the Custodian for delivery of the balance in the Trust Allocated Metal Account are not made, the Custodian may continue
to charge an amount equal to the Custodial Sponsor Fee payable under the Trust Agreement. After six months from the termination
date, the Custodian may sell the Trust&rsquo;s gold and account to the Trustee for the proceeds.</P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>&nbsp;</I></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"><I>Governing Law</I></P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Custody Agreement
is governed by English law. The Trustee and the Custodian both consent to the non-exclusive jurisdiction of the courts of the State
of New York and the federal courts located in the borough of Manhattan in New York City. Such consent is not required for any person
to assert a claim of New York jurisdiction over the Trustee or the Custodian.</P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Inspection of Gold</P>

<P STYLE="font: 7pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Under the Custody
Agreement, the Custodian will allow, and will procure that any Sub-Custodian that the Custodian appoints allow, the Administrative
Sponsor and the Trustee and their Physical Gold auditors, access to its premises during normal business hours, to examine the
Physical Gold held in the Trust Allocated Metal Account and such records as they may reasonably require to perform their respective
duties with regard to investors in Shares. The Trustee agrees that any such access shall be subject to execution of a confidentiality
agreement and agreement to the Custodian&rsquo;s security procedures, and the first two audits in any calendar year shall be at
the Custodial Sponsor&rsquo;s expense, and any further audit in such calendar year shall be considered an extraordinary expense
(as defined in the Trust Agreement) of the Trust. Reasonable prior notice shall be provided to the Custodial Sponsor of any such
audit.&nbsp;</P>


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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><A NAME="a_019"></A>FILINGS AND REPORTS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">After the end of each
fiscal year, the Administrative Sponsor will cause to be prepared an annual report for the Trust containing audited financial statements.
The annual report will be in such form and contain such information as will be required by applicable laws, rules and regulations
and may contain such additional information, which the Administrative Sponsor determines shall be included. The annual report shall
be filed with the SEC and the NYSE Arca and shall be distributed to such persons and in such manner, as shall be required by applicable
laws, rules and regulations. The Trust&rsquo;s Annual Reports on Form 10-K may be accessed, when available, at www.sec.gov.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Administrative Sponsor
is responsible for the registration and qualification of the shares under the federal securities laws and any other securities
and blue sky laws of the U.S. or any other jurisdiction as the Administrative Sponsor may select. The Administrative Sponsor will
also prepare, or cause to be prepared, and file any periodic reports or updates required under the Exchange Act. The Trustee will
assist and support the Administrative Sponsor in the preparation of such reports.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trustee will make
such elections, file such tax returns, and prepare, disseminate and file such tax reports, as it is advised to by its counsel or
accountants or as required from time to time by any applicable statute, rule or regulation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


<!-- Field: Page; Sequence: 90; Value: 1 -->
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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><A NAME="a_020"></A>LEGAL MATTERS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The validity of the
shares has been passed on for the Sponsors by Morgan, Lewis &amp; Bockius LLP, which, as special federal income tax counsel to
the Trust, has also rendered an opinion regarding the material federal income tax consequences relating to the shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_021"></A>EXPERTS</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The financial
statements incorporated by reference in this Prospectus and incorporated by reference elsewhere in the registration statement
have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report incorporated by reference herein
and elsewhere in the registration statement. Such financial statements have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


<!-- Field: Page; Sequence: 91; Value: 1 -->
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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><A NAME="a_022"></A>WHERE YOU CAN FIND MORE INFORMATION</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">This Prospectus is a
part of a registration statement on Form S-1 filed by the Administrative Sponsor, in consultation with the Custodial Sponsor, with
the SEC under the Securities Act. As permitted by the rules and regulations of the SEC, this Prospectus does not contain all of
the information contained in the registration statement and the exhibits and schedules thereto. For further information about the
Trust and about the securities offered hereby, you should consult the registration statement and the exhibits and schedules thereto.
You should be aware that statements contained in this Prospectus concerning the provisions of any documents filed as an exhibit
to the registration statement or otherwise filed with the SEC are not necessarily complete, and in each instance reference is made
to the copy of such document as so filed.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The Trust is subject
to the informational requirements of the Exchange Act and the Administrative Sponsor, in consultation with the Custodial Sponsor,
on behalf of the Trust, will file quarterly and annual reports and other information with the SEC.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_023"></A>INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The SEC allows us to
&ldquo;incorporate by reference&rdquo; the information we have filed with them, which means that we can disclose important information
to you by referring you to those documents. All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus.
The information we incorporate by reference is an important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. The documents we are incorporating by reference are:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Our Annual Report on <A HREF="http://www.sec.gov/Archives/edgar/data/1708646/000161577419004110/s116498_10k.htm">Form 10-K</A> for the fiscal period ended December 31, 2018, along with the financial
statements and related notes thereto, filed with the SEC on March 15, 2019;</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Our <A HREF="http://www.sec.gov/Archives/edgar/data/1708646/000161577419007664/s118176_10q.htm">Form 10-Q</A> for the quarter ended March 31, 2019, filed with the SEC on May 13, 2019; and</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 72pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">The description of our common stock contained in our registration statement on <A HREF="http://www.sec.gov/Archives/edgar/data/1708646/000139834418011164/fp0035013_8a12b.htm">Form 8-A12B</A> (File
No. 001-38620) filed with the SEC on August 3, 2018, including any amendments or reports filed for the purpose of updating such
description.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Upon written or oral
request, the Administrative Sponsor will provide without charge to each person to whom a copy of the prospectus is delivered a
copy of the documents incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference herein). You may request a copy of these filings, at no cost, by writing or telephoning the Administrative
Sponsor at: c/o Exchange Traded Concepts, LLC, 2 Hanson Place, Brooklyn, New York 11217, telephone: (718) 315-5013. The Administrative
Sponsor maintains a public website on behalf of the Trust, containing information about the Trust and the shares. The Internet
address of the Trust&rsquo;s website is www.aaauetf.com. You may access the Trust&rsquo;s annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and periodic amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Exchange Act with the SEC free of charge at the Trust&rsquo;s website as soon as reasonably practicable after
such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through,
the Trust&rsquo;s website is not incorporated by reference in, and is not part of, this prospectus. We have not authorized anyone
to provide you with any information that differs from that contained in this prospectus. Accordingly, you should not rely on any
information that is not contained in this prospectus. You should not assume that the information in this prospectus is accurate
as of any date other than the date of the front cover of this prospectus.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>


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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt"><B>&nbsp;</B></P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><A NAME="a_024"></A>GLOSSARY</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">In this Prospectus,
each of the following terms has its respective meaning set forth below:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Administrative
Sponsor&rdquo; &ndash; Exchange Traded Concepts, LLC, acting as administrative sponsor of the Trust, or its successor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;AP Account&rdquo;
&ndash; An account maintained for the Authorized Participant on an Unallocated Basis by the Custodian or a LBMA Gold clearing bank
approved by the LBMA for the Authorized Participant, as specified in the applicable transfer instructions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Application&rdquo;
&ndash; A document in a form satisfactory to Gold Corporation and as set forth herein that expresses an investor&rsquo;s intention
to deliver shares on a Share Submission Day in exchange for an amount of Physical Gold on such Share Submission Day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Authorized Participant&rdquo;
&ndash; A person that, at the time of submitting a Purchase Order or a Redemption Order, (i) is a registered broker-dealer or other
securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would
be required to register as a broker-dealer to engage in securities transactions, (ii) is a DTC Participant, (iii) has in effect
a valid Authorized Participant Agreement, and (iv) has entered into an Authorized Participant Agreement with the Administrative
Sponsor and the Trustee.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Authorized Participant
Agreement&rdquo; &ndash; An agreement among the Trustee, the Administrative Sponsor and an Authorized Participant that authorizes
the Authorized Participant to submit Purchase Orders and Redemption Orders under the Trust Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Basket Gold Amount&rdquo;
&ndash; The amount of gold that must be deposited for issuance of one Basket or that is deliverable on Surrender of one Basket.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Basket&rdquo;
&ndash; A block of a minimum of 25,000 shares, except that the Administrative Sponsor, with the consent of the Custodial Sponsor,
and upon prior written notice to the Trustee, may from time to time increase or decrease the number of shares comprising a Basket.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Beneficial Owner&rdquo;
&ndash; A person owning a beneficial interest in any shares of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;BNYM&rdquo; &ndash;
The Bank of New York Mellon, a banking corporation organized under the laws of the State of New York with trust powers, or its
successor, which serves as the Trustee of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Book Entry System&rdquo;
&ndash; The commercial book-entry system operated by the Federal Reserve Bank.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Business Day&rdquo;
or &ldquo;business day&rdquo; &ndash; Any day other than a day: (1) when the Exchange is closed for regular trading; or (2), if
the relevant action requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom,
Western Australia or in some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom,
Western Australia or in such other jurisdiction or when the London gold market is closed or (B) when banks in the United Kingdom,
Western Australia or in such other jurisdiction are, or the London gold market is, not open for a full business day and the relevant
action requires the execution or completion of procedures which cannot be executed or completed by the close of the business day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Certificate&rdquo;
&ndash; A certificate that is executed and delivered by the Trustee under the Trust Agreement evidencing Shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;CFTC&rdquo; &ndash;
The U.S. Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option
markets in the United States, or any successor governmental agency in the United States.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Clearing Agency&rdquo;
&ndash; Any clearing agency or similar system other than the Book Entry System or DTC.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Code&rdquo; &ndash;
The Internal Revenue Code of 1986, as amended.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;COMEX&rdquo;
&ndash; New York Commodities Exchange (an affiliate of the Chicago Mercantile Exchange, Inc.).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Commodity Exchange
Act&rdquo; &ndash; The Commodity Exchange Act of 1936, as amended.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Custodial Sponsor&rdquo;
&ndash; Gold Corporation, acting as custodial sponsor of the Trust, pursuant to the Trust Agreement, or its successor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Custodial Sponsor
Fee&rdquo; &ndash; The fee to compensate the Custodial Sponsor Account for its services as custodial sponsor of the Trust under
the Trust Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Custodial Sponsor
Fee Rebate Agreement&rdquo; &ndash; The agreement pursuant to which the Custodial Sponsor agrees to rebate a portion of the Custodial
Sponsor Fee to investors who acquire newly-issued shares from an Authorized Participant.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Custodian&rdquo;
&ndash; Gold Corporation, as custodian of the Trust&rsquo;s gold under the Custody Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Custody Agreement&rdquo;
&ndash; Each of the Trust Unallocated Metal Account Agreement and the Trust Allocated Metal Account Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Customer Account&rdquo;
&ndash; An account established in the books of Gold Corporation for purposes of facilitating the delivery of Gold by Gold Corporation
to an investor that is a Beneficial Owner.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Delivery ID&rdquo;
&ndash; A unique identification number contained in a Delivery Quotation and required for submission of an Application to request
delivery of Physical Gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Depository&rdquo;
&ndash; DTC and any other successor depository of Shares selected by the Administrative Sponsor, in consultation with the Custodial
Sponsor, as provided herein.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;DTC&rdquo; &ndash;
The Depository Trust Company, a limited purpose trust company organized under New York State law, a member of the United States
Federal Reserve System, a &ldquo;clearing corporation&rdquo; within the meaning of the New York Uniform Commercial Code and a &ldquo;clearing
agency&rdquo; registered pursuant to the provisions of Section 17A of the Exchange Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;DTC Participant&rdquo;
&ndash; A participant in DTC, such as a bank, broker-dealer or trust company.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;ERISA&rdquo;
&ndash; The Employee Retirement Income Security Act of 1974, as amended.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;ETC&rdquo; &ndash;
Exchange Traded Concepts, LLC, an Oklahoma limited liability company majority owned by Cottonwood ETF Holdings LLC. ETC is the
administrative sponsor of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Exchange&rdquo;
&ndash; NYSE Arca, the exchange on which the shares are principally traded, as specified from time to time by the Administrative
Sponsor, in consultation with the Custodial Sponsor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Exchange Act&rdquo;
&ndash; The Securities Exchange Act of 1934, as amended.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Fee Cap&rdquo;
&ndash; A maximum amount equal to the greater of $500,000 per annum and the amount that is equal to 0.15% total value of the gold
held by the Trust, as determined by the Trustee on each business day, plus the value of all other assets of the Trust (other than
any amount credited to the Trust&rsquo;s reserve account), including cash, if any.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Fine Ounce&rdquo;
&ndash; A troy ounce of 100% pure gold, Fine Ounces being determined, as to Physical Gold, by multiplying the gross weight in troy
ounces by the fineness, expressed as a fraction of the fine metal content in parts per 1000 and, as to gold held on an Unallocated
Basis, by the number of Fine Ounces credited to the applicable unallocated account from time to time (such account being denominated
in Fine Ounces).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;FINRA&rdquo;
&ndash; The Financial Industry Regulatory Authority.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;FSA&rdquo; &ndash;
The Financial Services Authority, an independent non-governmental body that exercises statutory regulatory power under the FSM
Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;FSM Act&rdquo;
&ndash; The United Kingdom Financial Services and Markets Act 2000.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;GAAP&rdquo; &ndash;
Accounting principles generally accepted in the United States of America.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;GC Metal Account&rdquo;
&ndash; One or more designated Gold accounts of which Gold Corporation, in its individual capacity, is the registered owner maintained
with one or more LBMA Gold clearing members on an Unallocated Basis in such location or locations as Gold Corporation may determine
and used by Gold Corporation exclusively for transfers of Gold to and from the Trust in connection with the creation and redemption
of Baskets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Gold&rdquo; or
&ldquo;gold&rdquo; &ndash; Physical Gold or gold held on an Unallocated Basis.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Gold Corporation
Act&rdquo; &ndash; Gold Corporation Act 1987 (Western Australia).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Government Guarantee&rdquo;
&ndash; The guarantee provided by the State of Western Australia pursuant to Section 22 of the Gold Corporation Act 1987 (Western
Australia) (the text of which is available at http://www8.austlii.edu.au/cgi-bin/viewdoc/au/legis/wa/consol_act/gca1987188/s22.html),
which provides (amongst other things) that the payment of the cash equivalent of gold due, payable and deliverable by Custodian
under the Gold Corporation Act is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in right
of the State of Western Australia.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Gross Asset Value&rdquo;
&ndash; The total value of the gold held by the Trust, as determined by the Trustee on each Business Day, plus the value of all
other assets of the Trust (other than any amount credited to the reserve account, if any), including cash, if any.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Indirect Participant&rdquo;
&ndash; A person that, by clearing securities through, or maintaining a custodial relationship with, a DTC Participant, either
directly or indirectly, has access to the DTC clearing system.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Internal Control
Over Financial Reporting&rdquo; &ndash; A reporting requirement described in Rules 13a-15(f) and 15(d)-15(f) under the Exchange
Act and focused on the establishment and adequacy of internal controls at companies subject to the reporting requirements of the
Exchange Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;IRA&rdquo; &ndash;
Individual Retirement Account.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;IRS&rdquo; &ndash;
The Internal Revenue Service.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;LBMA&rdquo; &ndash;
The London Bullion Market Association, a trade association that acts as the coordinator for activities conducted on behalf of its
members and other participants in the London bullion market, or its successor. The LBMA acts as the principal point of contact
between the London bullion market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining
standards by maintenance of the &ldquo;London Good Delivery Lists,&rdquo; which are the lists of LBMA accredited melters and assayers
of gold. Further, the LBMA coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation.
The major participating members of the LBMA are regulated by the FSA in the United Kingdom under the FSM Act.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;LBMA Gold Price&rdquo;
&ndash; The London gold price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such
delivery, stated in U.S. Dollars, as calculated and administered by independent service provider(s) and published by the LBMA on
its website or by its successor that publicly displays prices.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;London Bar&rdquo;
&ndash; A gold bar meeting the London Good Delivery Standards.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;London Good Delivery
Standards&rdquo; &ndash; The specifications for &ldquo;good delivery&rdquo; gold bars, including the specifications for weight,
dimensions, fineness (or purity), identifying marks and appearance of gold bars, set forth in &ldquo;The Good Delivery Rules for
Gold and Silver Bars&rdquo; published by the LBMA.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Metal Accounts&rdquo;
&ndash; The Trust Allocated Metal Account, the Trust Unallocated Metal Account and the GC Metal Account.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Net Asset Value&rdquo;
&ndash; The net asset value of the Trust or a Share of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Non-U.S. Investor&rdquo;
&ndash; An investor that is not a U.S. Investor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;NYSE Arca&rdquo;
&ndash; The NYSE Arca Marketplace operated by NYSE Arca Equities, Inc.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Order Cutoff
Time&rdquo; &ndash; With respect to any Business Day, (i) 4:00 p.m. (New York City time) on such Business Day or (ii) another time
agreed to by both the Sponsors and the Trustee as to which the Administrative Sponsor has notified registered owners of shares
and all existing Authorized Participants.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Ounce&rdquo;
&ndash; A one troy ounce, equal to 31.103 grams.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Physical Gold&rdquo;
&ndash; The physical gold bullion the Trust may hold, consisting of London Bars and all gold products without numismatic value
and having a gold purity of at least 99.5% (including coins, cast bars and minted bars).</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Plans&rdquo;
&ndash; Employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities,
Keogh plans, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements
are invested, that are subject to ERISA and/or section 4975 of the Code.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Purchase Order&rdquo;
&ndash; An order placed with the Trustee prior to the Order Cutoff Time on any Business Day by an Authorized Participant wishing
to acquire from the Trustee one or more Baskets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Quotation Window&rdquo;
&ndash; The period of time (three Business Days) for which a Delivery Quotation will be valid.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Securities Act&rdquo;
&ndash; The Securities Act of 1933, as amended.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Share Submission&rdquo;
&ndash; A binding and irrevocable request by an investor to take delivery of Physical Gold in exchange for shares based on instructions
in the Application.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Share Submission
Day&rdquo; &ndash; The date upon which an investor (acting by or through a DTC Participant), upon receiving final approval from
Gold Corporation, causes its shares to be surrendered to Gold Corporation pursuant to the procedures of the Depository as designated
in the Application.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Share Submission
Quantity&rdquo; &ndash; The whole number of shares to be submitted under a Delivery Quotation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Shares&rdquo;
&ndash; Units of beneficial interest in the Trust created under the Trust Agreement, having no par value and representing a fractional
undivided beneficial interest in the net assets of the Trust which undivided interest shall equal a fraction, the numerator of
which is one and the denominator of which is the total number of shares outstanding. The shares are issued by the Trust and named
&ldquo;Perth Mint Physical Gold ETF Shares.&rdquo;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Sponsors&rdquo;
&ndash; The Custodial Sponsor and the Administrative Sponsor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Sub-Custodian&rdquo;
&ndash; A LBMA-member gold clearing bank engaged by the Custodian as a sub-custodian of gold held for the Trust by the Custodian
in accordance with the Custody Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Surrender&rdquo;
&ndash; A book-entry transfer of Shares to the Trustee&rsquo;s account with the Depository. A &ldquo;Surrendering&rdquo; Authorized
Participant or investor and &ldquo;Surrendered&rdquo; Shares, Baskets or Certificates mean, respectively, an Authorized Participant
or investor, and Shares, Baskets or Certificates, involved in a Surrender.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Trust&rdquo;
&ndash; Perth Mint Physical Gold ETF, a New York trust formed pursuant to the Trust Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Trust Agreement&rdquo;
&ndash; The Depository Trust Agreement between the Sponsors and the Trustee under which the Trust is formed and which sets forth
the rights and duties of the Sponsors, the Trustee and the Custodian, as amended from time to time.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Trust Allocated
Metal Account&rdquo; &ndash; The account maintained for the Trust by the Custodian on an allocated basis pursuant to the Trust
Allocated Metal Account Agreement for the purpose of holding Physical Gold on behalf of the Trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Trust Allocated
Metal Account Agreement&rdquo; &ndash; The Allocated Metal Account Agreement between the Custodian and the Trustee pursuant to
which the Trust Allocated Metal Account is established and operated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Trustee&rdquo;
&ndash; The Bank of New York Mellon (&ldquo;BNYM&rdquo;), a banking corporation organized under the laws of the State of New York
with trust powers, or its successor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Trust Property&rdquo;
&ndash; The gold owned by the Trust that the Custodian credits to the Trust Allocated Metal Account and the Trust Unallocated Metal
Account in accordance with the Custody Agreement, all other property held by the Custodian for the account of the Trust, and any
cash or other property that is received by the Trustee in respect thereof or that is otherwise being held by or for the Trust under
the Trust Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Trust Unallocated
Metal Account&rdquo; &ndash; The account maintained for the Trust by the Custodian to hold gold on an Unallocated Basis pursuant
to the Trust Unallocated Metal Account Agreement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Trust Unallocated
Metal Account Agreement&rdquo; &ndash; The Trust Unallocated Metal Account Agreement between the Custodian and the Trustee pursuant
to which the Trust Unallocated Metal Account is established and operated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;Unallocated Basis&rdquo;
&ndash; Gold is said to be held in unallocated form when the holder is entitled to receive delivery of physical gold in the amount
standing to the credit of the holder&rsquo;s account, but the holder has no ownership interest in any particular gold that the
custodian maintaining that account owns or holds.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;U.S. Investor&rdquo;
&ndash; An investor who or that is (1) an individual who is treated as a citizen or resident of the United States for federal tax
purposes; (2) a corporation or partnership (or other entity treated as such for those purposes) that is created or organized in
the United States or under the laws of the United States or of any state thereof or the District of Columbia; (3) an estate other
than an estate the income of which, from non-U.S. sources that is not effectively connected with the conduct of a trade or business
within the United States, is not includible in gross income; (4) a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more persons described in clauses (1), (2), or (3) have the
authority to control all substantial decisions of the trust; or (5) an eligible trust that has made a valid election under applicable
Treasury regulations to continue to be treated as a domestic trust.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&ldquo;1940 Act&rdquo;
&ndash; The Investment Company Act of 1940, as amended.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><A NAME="a_025"></A>APPENDIX A</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Application</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">PERTH MINT PHYSICAL GOLD ETF (AAAU)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-weight: normal">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-weight: normal">Application
- Taking Delivery of Gold</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Investors interested in requesting to take
delivery of Physical Gold in exchange for their shares in the Trust must first contact Gold Corporation in order to discuss the
types of Physical Gold, availability dates, product premiums, delivery fees, and suitable delivery locations and methods. In order
to proceed Gold Corporation requires the investor to provide sufficient details to identify the investor as a person owning a beneficial
interest in any shares of the Trust (Beneficial Owner) and establish a Customer Account with Gold Corporation. Gold Corporation
has sole discretion in determining whether the investor has provided sufficient details to identify the investor as a Beneficial
Owner and to open the Customer Account.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Based upon the investor&rsquo;s discussion
with Gold Corporation and subject to the successful completion of the procedures described above, the investor is provided an Application,
which will be pre-populated with the information necessary to further process the Application. The Application will contain a unique
identification number (the Delivery ID) associated with the Application and the investor&rsquo;s Customer Account number. The Application
will also set forth any applicable product premiums, delivery fees, and any other fees and charges that apply to the Application,
which is expressed in terms of the number of Shares to be surrendered to Gold Corporation in return for the agreed Physical Gold
products. Gold Corporation is entitled to receive all such premiums, fees and charges in consideration for the delivery of the
agreed Physical Gold products to the investor. The investor shall be responsible for any applicable taxes or governmental charges.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">An investor wishing to proceed with the
Application and take delivery of Physical Gold must then duly sign and submit the pre-populated Application to Gold Corporation
within three Business Days of receipt of the Delivery ID (the Quotation Window). The signing and submission of the Application
will represent the investor&rsquo;s unreserved confirmation as to the accuracy of information contained in the Application and
the investor&rsquo;s irrevocable commitment to proceed with the Application. Any Application submitted to Gold Corporation after
the Quotation Window may be rejected, at Gold Corporation&rsquo;s discretion, with a request for the investor to obtain a new Application
from the Custodian.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Custodian will confirm that (A) the
Delivery ID matches the Application with respect to the amount of Shares to be Surrendered, the Physical Gold requested, and other
applicable terms, and (B) the Application otherwise is in good order.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Upon final approval of the Application
by Gold Corporation, which may be withheld by Gold Corporation for any reason at its sole discretion, Gold Corporation will return
a copy of the Application to the investor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">An investor exchanges shares of AAAU for
Physical Gold on the Share Submission Day and provides instructions to his or her broker-dealer to effect the exchange of shares
for Physical Gold. Gold Corporation has the right to reject any Application.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Transfer of shares is dependent on local
rules and regulations, which can vary between jurisdictions as well as the type of shareholding account used to purchase the AAAU
shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Gold Corporation has the right to reject
any Application.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-weight: normal">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-weight: normal">Obtain
this Application by contacting Gold Corporation via email address </FONT><BR>
<FONT STYLE="font-weight: normal">aaau@perthmint.com or online at www.aaauetf.com</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-weight: normal">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-weight: normal">REQUIRED:
Complete Section A, Section C and Section G in the Application</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Step 1. File Application</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Contact Gold Corporation and Verify Type and Quantity of Gold, Availability Dates, Product Premiums,
Delivery Fees, and Suitable Delivery Locations and Methods</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Receive a pre-populated Application form from Gold Corporation, detailing the number of shares
to transfer in exchange for the gold bullion products</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Provide sufficient details to Gold Corporation identifying the investor as a Beneficial Owner and
establish a Customer Account with Gold Corporation</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Sign and submit Application to Gold Corporation within the Quotation Window</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0 0pt 36pt; text-align: justify; text-indent: -36pt">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.5in">&#9679;</TD><TD STYLE="text-align: justify">Investor Receives Approved Application from Gold Corporation</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Step 2. Investor Instructs Broker to Transfer
Shares</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Step 3. Gold is Delivered to Applicant</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Questions? Contact the Gold Corporation
via email at aaau@perthmint.com or online at www.aaauetf.com.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Application Instructions</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Step 1. File Application</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Contact Gold Corporation to receive a pre-populated
Application form, detailing the Physical Gold products requested and the related costs in terms of the number of shares to be transferred
to Gold Corporation.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Upon receipt of the Application form from
Gold Corporation, verify that all the information is accurate within each section of the Application. Please visit the FAQ section
of www.aaauetf.com or contact Gold Corporation at +61 8 9421 7615 or email address aaau@perthmint.com with any questions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Once you have verified that all the information
is accurate on the Application, you may complete, sign and submit the Application to Gold Corporation within the Quotation Window,
who will review it for final approval. Please submit your Application via email to AAAU@perthmint.com.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Once Gold Corporation approves the Application,
they will return the Application to you by email at the email address specified in Section A. If you do not have an email address,
please contact Gold Corporation via details above. Upon receipt of this confirmation from Gold Corporation, the Shares must be
transferred to Gold Corporation on the Share Submission Date.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Transfer of shares is dependent on local
rules and regulations, which can vary between jurisdictions as well as the type of shareholding account used to purchase the AAAU.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">SECTION A</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Complete Section A with current share owner
information. Investors not residing in the U.S. should contact Gold Corporation to inquire about additional documents and information
required to process the Application.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">SECTION B</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This section will be pre-populated by Gold
Corporation and will set forth the type and quantity of gold to be provided to the investor in exchange for the number of shares
to be surrendered by the investor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Delivery Quotation is inclusive of
any delivery fees charged for delivery of gold coins and bars.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">SECTION C</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Gold Corporation will ship gold to an investor
(insurance options will be agreed as part of the Application process) using accepted business practices for precious metals delivery
that may include, amongst others, use of a conventional shipping carrier (e.g., U.S. Postal Service, Federal Express, United Parcel
Service); or an armored transportation service.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">An investor can utilize a shipping carrier
only if insurance requirements can be met and the investor and Gold Corporation agree on an acceptable delivery destination. Armored
Transportation Service will only deliver to certain trusted locations; an Armored Transportation Service does not deliver to residential
addresses. Please contact Gold Corporation at +61 8 9421 7615 to discuss the delivery method and location. Gold Corporation may
decline an Application if no delivery method or location is agreed upon. Please note that large shipments of gold may be delivered
over multiple days.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">SECTION D</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This section lists identification and proof
of share ownership that must be provided to Gold Corporation in order to create a customer account at Gold Corporation and in order
to facilitate the delivery of Physical Gold to the investor.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">SECTION E</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This section applies to an Application
on behalf of a Company, Trust or a Partnership. This section lists additional documentation required by Gold Corporation in order
to create a customer account at Gold Corporation on behalf of the Company, Trust or a Partnership and in order to facilitate the
delivery of Physical Gold to the investor.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">SECTION F</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Please review SECTION F carefully, as this
section limits an investor&rsquo;s rights to make any complaint or objection concerning the shipment, delivery or receipt of the
gold delivered to the investor for the Surrender of their shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">SECTION G</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">To accept the quote provided by Gold Corporation,
all share owners must sign and date the Application. Please return the signed Application to Gold Corporation during the Quotation
Window.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">SECTION H</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Once the signed Application has been received
from the Investor by Gold Corporation, the Application is checked and signed by Gold Corporation.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Step 2. Investor Instructs Broker
to Transfer Shares</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Upon receipt of the signed Application
from Gold Corporation, instruct your broker to transfer the relevant shares to Gold Corporation&rsquo;s account noted in the Application
(SECTION H). The broker should reference the applicable Delivery ID, listed in Section I, when transferring the shares.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Transfer of shares is dependent on local
rules and regulations, which can vary between jurisdictions as well as the type of shareholding account used to purchase the AAAU
shares.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Step 3. Gold is Delivered to the Applicant</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The investor receives
specified type and quantity of Physical Gold. A Tax invoice and Tracking information will be emailed on dispatch of the Physical
Gold.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><FONT STYLE="font-weight: normal">&nbsp;</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><FONT STYLE="font-weight: normal">* * *</FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">All fees are subject to change, prior to
providing a Delivery Quotation</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Perth Mint Physical Gold ETF Delivery Application</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">1. Please
complete Section A, Section C and Section G</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">2. Return
completed application before Quote Expiry Date with documentation stipulated in Section D &amp; Section E to aaau@perthmint.com</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Section A: Investor Information (Information
must match brokerage account &amp; ID provided)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; border: Black 1.5pt solid; padding: 2pt; text-align: justify">Please circle who this application applies to:</TD>
    <TD STYLE="width: 50%; border-top: Black 1.5pt solid; border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">Individual Company Trust &amp; Trustees Partnership</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Full name (Individual or Entity):</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Date of Birth or Date of Company incorporation:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Identification number (non Individual):</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Address Details (Residential or Company):</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Phone Number:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Email address:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Section B : Quote Information</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; border: Black 1.5pt solid; padding: 2pt; text-align: justify">Quote ID</TD>
    <TD STYLE="width: 50%; border-top: Black 1.5pt solid; border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Total # Items</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">AAAU Ounces/Share</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Total Fine Weight</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Freight Included?</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Insurance Included?</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Quote Expiry Date</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Share Submission Date</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Cost Breakdown</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">Shares</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Bullion</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Bullion Premium</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Insurance</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Freight</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Rounding</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Total AAAU Shares Required</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Quoted items list</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; border: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 0.05oz Lunar Series Coins</TD>
    <TD STYLE="width: 50%; border-top: Black 1.5pt solid; border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 10g Kangaroo Minted Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 0.1oz Australian Kangaroo Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 0.5oz Perth Mint Cast Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 0.1oz Lunar Series Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 20g Kangaroo Minted Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 0.25oz Australian Kangaroo Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 1oz Perth Mint Cast Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 0.25oz Lunar Series Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 1oz Kangaroo Minted Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 0.5oz Australian Kangaroo Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 50g Kangaroo Minted Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 0.5oz Lunar Series Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 2.5oz Perth Mint Cast Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 1oz Australian Kangaroo Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 100g Kangaroo Minted Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 2oz Lunar Series Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 5oz Perth Mint Cast Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 10oz Lunar Series Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 10oz Perth Mint Cast Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 1kg Australian Kangaroo Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 10oz Kangaroo Minted Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 1kg Lunar Series Coins</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 20oz Perth Mint Cast Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 1g Kangaroo Minted Bars</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 1kg Perth Mint Cast Bars</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 5g Kangaroo Minted Bars</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">_ x 50oz Perth Mint Cast Bars</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Section C : Delivery Address</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; border: Black 1.5pt solid; padding: 2pt; text-align: justify">Name of contact at delivery address:</TD>
    <TD STYLE="width: 50%; border-top: Black 1.5pt solid; border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Address:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">City/Suburb:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Zip:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">State:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Country:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">USA</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Delivery Method:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Section D: Personal Identification and
Proof of Share Ownership</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In order for the quote to be accepted by
Gold Corporation, the following information must be provided via email to aaau@perthmint.com before the end of Quotation Window.
This information will be used to create and validate your customer account at Gold Corporation:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&#9675; A valid Passport or Driver&rsquo;s
license copy</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&#9675; Proof of AAAU share ownership (copy
of most recent broker statement or stock certificate)</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&#9675; A copy of a recent Bank Statement
or Utility Bill</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">* Companies - identification must be provided
for the Director or Officer of the Company who is representing the company</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">* Trust and Trustees - identification must
be provided for the Trustee</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">* Partnerships/Partners - identification
must be provided for at least one Partner</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Section E: Entities Additional Documentation
Requirements</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In order for the quote to be accepted by
Gold Corporation, the following information must be provided via email to aaau@perthmint.com before the end of Quotation Window.
This information will be used to create and validate your customer account at Gold Corporation:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&#9675; Companies - Registration Certificate/details</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&#9675; Trusts - An original or notarized
copy of the original trust deed</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&#9675; Partnerships/Partners - An original
or certified copy of the partnership agreement</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Section F: Limitation on Claims Concerning
Delivered Physical Gold</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Tracking information will be emailed on
dispatch of the Bullion. Within three Business Days of the tracking status being updated to delivered, the investor must notify
Gold Corporation in writing of any complaints or objections concerning the shipment, delivery or receipt of the Physical Gold.
Unless Gold Corporation is notified in writing of any complaints within the three Business Days period, the investor will be deemed
to have accepted receipt of the Physical Gold in full satisfaction of the Physical Gold due to the investor and to have waived
any and all claims the investor may have concerning the Physical Gold received by the investor.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Section G : Legal Shareholders Signatures</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Each registered owner of the Account identified
in Section A of the Application must sign their name exactly as it appears on the identification provided in Section D.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; border: Black 1.5pt solid; text-align: justify; padding-top: 2pt; padding-right: 2pt; padding-left: 2pt">Name</TD>
    <TD STYLE="width: 50%; border-top: Black 1.5pt solid; border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; text-align: justify; padding-top: 2pt; padding-right: 2pt; padding-left: 2pt">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; text-align: justify; padding-top: 2pt; padding-right: 2pt; padding-left: 2pt">Position in Entity (if applicable)</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; text-align: justify; padding-top: 2pt; padding-right: 2pt; padding-left: 2pt">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; text-align: justify; padding-top: 2pt; padding-right: 2pt; padding-left: 2pt">Signature &amp; Date</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; text-align: justify; padding-top: 2pt; padding-right: 2pt; padding-left: 2pt">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Section H : Share Delivery Instructions</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Shares can only be submitted once Gold
Corporation has approved and completed the application in Section I below. Shares which are submitted prior to approval will be
rejected. Once the application has been approved in Section I, your Broker must transfer shares to the Gold Corporation&rsquo;s
account by 4:00pm New York City time on the Share Submission Day.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Submit shares to*</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; border: Black 1.5pt solid; padding: 2pt; text-align: justify">Brokerage Company:</TD>
    <TD STYLE="width: 50%; border-top: Black 1.5pt solid; border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">Wells Fargo Clearing Services</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">DTC Number</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">0141</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Account Name:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">Gold Corporation</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Account Number:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">3928-0082</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Address:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">1 North Jefferson Ave, St Louis, MO 63103</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Phone number:</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">1 - 800 872 3377</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">*Please ensure to reference the Delivery
ID from Section I below. Share Submissions not containing a valid Delivery ID as a reference may be rejected.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Section I: Gold Corporation Approval</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; border: Black 1.5pt solid; padding: 2pt; text-align: justify">Gold Corporation Signature</TD>
    <TD STYLE="width: 50%; border-top: Black 1.5pt solid; border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Date</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Delivery ID (SO #)</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Customer Account number</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">For Gold Corporation Use Only</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 50%; border: Black 1.5pt solid; padding: 2pt; text-align: justify">TRY Section A, C &amp; G fully completed?</TD>
    <TD STYLE="width: 50%; border-top: Black 1.5pt solid; border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Section D &amp; E docs provided</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">KYC, Section A &amp; AAAU Ownership verified</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">TRY Section I signoff</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">Create Cust Acct &amp; populate SO in Section I</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; border-left: Black 1.5pt solid; padding: 2pt; text-align: justify">TRY inform BS</TD>
    <TD STYLE="border-right: Black 1.5pt solid; border-bottom: Black 1.5pt solid; padding: 2pt; text-align: justify">&nbsp;</TD></TR>
</TABLE>

<P STYLE="margin-top: 0; margin-bottom: 0">&nbsp;</P>

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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">32,986,645 Perth Mint Physical Gold
ETF Shares</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">PERTH MINT PHYSICAL GOLD ETF</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">PROSPECTUS</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Dated June  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2019</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Until &nbsp;&nbsp;&nbsp;&nbsp;(25 days after the date of this
Prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be
required to deliver a Prospectus. This is in addition to the dealers&rsquo; obligation to deliver a Prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>


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    <DIV STYLE="margin-top: 12pt; margin-bottom: 6pt; border-bottom: Black 1.5pt solid"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">PART II&mdash;INFORMATION NOT REQUIRED
IN PROSPECTUS</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in">Item 13.</TD><TD STYLE="text-align: justify">Other Expenses of Issuance and Distribution.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Trust shall not bear any expenses incurred
in connection with the issuance and distribution of the securities being registered. These expenses shall be paid by the Custodial
Sponsor. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="border-collapse: collapse; width: 100%; font: 10pt Times New Roman, Times, Serif">
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="width: 88%; font-size: 10pt; text-align: left">SEC registration fee</TD><TD STYLE="width: 1%; font-size: 10pt">&nbsp;</TD>
    <TD STYLE="width: 1%; font-size: 10pt; text-align: left">$</TD><TD STYLE="width: 9%; font-size: 10pt; text-align: right">40,480.80</TD><TD STYLE="width: 1%; font-size: 10pt; text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="font-size: 10pt; text-align: left">FINRA filing fee</TD><TD STYLE="font-size: 10pt">&nbsp;</TD>
    <TD STYLE="font-size: 10pt; text-align: left">&nbsp;</TD><TD STYLE="font-size: 10pt; text-align: right">1,500</TD><TD STYLE="font-size: 10pt; text-align: left">*</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="font-size: 10pt; text-align: left">Stock Exchange Listing fee</TD><TD STYLE="font-size: 10pt">&nbsp;</TD>
    <TD STYLE="font-size: 10pt; text-align: left">&nbsp;</TD><TD STYLE="font-size: 10pt; text-align: right">7,500</TD><TD STYLE="font-size: 10pt; text-align: left">*</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="font-size: 10pt; text-align: left">Printing and Engraving</TD><TD STYLE="font-size: 10pt">&nbsp;</TD>
    <TD STYLE="font-size: 10pt; text-align: left">&nbsp;</TD><TD STYLE="font-size: 10pt; text-align: right">4,046</TD><TD STYLE="font-size: 10pt; text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="font-size: 10pt; text-align: left">Legal fees and expenses</TD><TD STYLE="font-size: 10pt">&nbsp;</TD>
    <TD STYLE="font-size: 10pt; text-align: left">&nbsp;</TD><TD STYLE="font-size: 10pt; text-align: right">25,000</TD><TD STYLE="font-size: 10pt; text-align: left">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: White">
    <TD STYLE="font-size: 10pt; text-align: left; padding-bottom: 1.5pt">Accounting fees and expenses</TD><TD STYLE="font-size: 10pt; padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="font-size: 10pt; text-align: left; border-bottom: Black 1.5pt solid">&nbsp;</TD><TD STYLE="font-size: 10pt; text-align: right; border-bottom: Black 1.5pt solid">29,723</TD><TD STYLE="font-size: 10pt; text-align: left; padding-bottom: 1.5pt">&nbsp;</TD></TR>
<TR STYLE="vertical-align: bottom; background-color: rgb(204,238,255)">
    <TD STYLE="font-size: 10pt; font-weight: bold; padding-bottom: 4pt">Total</TD><TD STYLE="font-size: 10pt; font-weight: bold; padding-bottom: 4pt">&nbsp;</TD>
    <TD STYLE="font-size: 10pt; font-weight: bold; text-align: left; border-bottom: Black 4pt double">$</TD><TD STYLE="font-size: 10pt; font-weight: bold; text-align: right; border-bottom: Black 4pt double">108,249.80</TD><TD STYLE="font-size: 10pt; font-weight: bold; text-align: left; padding-bottom: 4pt">&nbsp;</TD></TR>
</TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0; margin-bottom: 0; width: 100%"><TR STYLE="vertical-align: top; text-align: justify">
<TD STYLE="width: 0"></TD><TD STYLE="width: 0.25in; text-align: left">*</TD><TD STYLE="text-align: justify">Previously paid.</TD>
</TR></TABLE>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in">Item 14.</TD><TD STYLE="text-align: justify">Indemnification of Directors and Officers.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">Section 5.6(b) of the
Trust Agreement provides that each Sponsor and its members, managers, directors, officers, employees, agents and affiliates (as
such term is defined under the Securities Act) (each, a &ldquo;Sponsor Indemnified Party&rdquo;) shall be indemnified from the
Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising
out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered
into by such Sponsor in furtherance of the administration of the Trust (including Authorized Participant Agreements to which the
Administrative Sponsor is a party, including the Administrative Sponsor&rsquo;s indemnification obligations thereunder) or any
actions taken in accordance with the provisions of the Trust Agreement, to the extent such loss, liability or expense was incurred
without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such Sponsor Indemnified Party
in connection with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken
in accordance with the provisions of the Trust Agreement, or any such other agreement, or (ii) reckless disregard on the part of
such Sponsor Indemnified Party of its obligations and duties under the Trust Agreement, or any such other agreement. Each Sponsor
(in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) and its members, managers, directors, officers, employees,
agents and affiliates shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the
reasonable fees and expenses of counsel) arising out of or in connection with any services Gold Corporation may, directly or indirectly,
separately offer or provide to any beneficial owner. Such indemnities shall also include payment from the Trust of the reasonable
costs and expenses incurred by such Sponsor indemnified party in investigating or defending itself against any such loss, liability
or expense or any claim therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable
costs and expenses paid by the Trust to the extent it may be ultimately determined that such indemnified party was not entitled
to be indemnified under the Trust Agreement because clause (i) or clause (ii) of this paragraph applied.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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    <DIV STYLE="page-break-before: always; margin-top: 6pt; margin-bottom: 12pt"><P STYLE="margin: 0pt">&nbsp;</P></DIV>
    <!-- Field: /Page -->

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in">Item 15.</TD><TD STYLE="text-align: justify">Recent Sales of Unregistered Securities.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">None.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in"><B>Item 16.</B></TD><TD STYLE="text-align: justify"><B>Exhibits and Financial Statement Schedules.</B></TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in">(a)</TD><TD STYLE="text-align: justify">Exhibits</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><FONT STYLE="text-transform: uppercase"><B>Exhibit
Index</B></FONT></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 9%; text-align: justify; border-bottom: Black 1.5pt solid"><B>Exhibit No.</B></TD>
    <TD STYLE="width: 1%; text-align: justify"><B>&nbsp;</B></TD>
    <TD STYLE="width: 90%; text-align: justify; border-bottom: Black 1.5pt solid"><B>Exhibit Description</B></TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: center">4.1</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="http://www.sec.gov/Archives/edgar/data/1708646/000139834418010799/fp0034775_ex991641.htm">Depository Trust Agreement (incorporated by reference from Exhibit 4.1 to the Form S-1/A filed on July 30, 2018)</A></TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: center">4.2</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="http://www.sec.gov/Archives/edgar/data/1708646/000139834418005822/fp0031393_ex1642.htm">Form of Authorized Participant Agreement (incorporated by reference from Exhibit 4.2 to the Form S-1 filed on April 20, 2018)</A></TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: center">4.3</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="http://www.sec.gov/Archives/edgar/data/1708646/000139834418010799/fp0034775_ex991641.htm">Form of Certificate of Shares of the Trust (included as Exhibit A to the Depository Trust Agreement)</A></TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: center">5.1</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="fs12019ex5-1_perthmint.htm">Opinion of Morgan, Lewis &amp; Bockius LLP as to legality</A></TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: center">8.1</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="fs12019ex8-1_perthmint.htm">Opinion of Morgan, Lewis &amp; Bockius LLP as to tax matters</A></TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: center">10.1</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="http://www.sec.gov/Archives/edgar/data/1708646/000139834418010799/fp0034775_ex9916101.htm">Trust Allocated Metal Account Agreement (incorporated by reference from Exhibit 10.1 to the Form S-1/A filed on July 30, 2018)</A></TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: center">10.2</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="http://www.sec.gov/Archives/edgar/data/1708646/000139834418010799/fp0034775_ex9916102.htm">Trust Unallocated Metal Account Agreement (incorporated by reference from Exhibit 10.2 to the Form S-1/A filed on July 30, 2018)</A></TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: center">23.1</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="fs12019ex23-1_perthmint.htm">Consent of Independent Registered Public Accounting Firm</A></TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: center">23.2</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="fs12019ex5-1_perthmint.htm">Consent of Morgan, Lewis &amp; Bockius LLP (included as part of Exhibit 5.1)</A></TD></TR>
<TR STYLE="vertical-align: top; background-color: White">
    <TD STYLE="text-align: center">23.3</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="fs12019ex8-1_perthmint.htm">Consent of Morgan, Lewis &amp; Bockius LLP (included as part of Exhibit 8.1)</A></TD></TR>
<TR STYLE="vertical-align: top; background-color: rgb(204,238,255)">
    <TD STYLE="text-align: center">24.1</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify"><A HREF="#poa">Power of Attorney (included in the signature page)</A></TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0.5in"></TD><TD STYLE="width: 0.5in; text-align: left">(b)</TD><TD>Financial Statement Schedules</TD>
</TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Not applicable.</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLPADDING="0" CELLSPACING="0" WIDTH="100%" STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt"><TR STYLE="vertical-align: top">
<TD STYLE="width: 0"></TD><TD STYLE="width: 1in">Item 17.</TD><TD STYLE="text-align: justify">Undertakings.</TD></TR></TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The undersigned Registrant
hereby undertakes:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the &ldquo;Calculation of Registration Fee&rdquo; table in the effective registration statement;
and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(i) If
the Registrant is relying on Rule 430B (&sect;230.430B of this chapter):</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">A. Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) (&sect;230.4249b)(3) of this chapter) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement;
and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (&sect;230.424(b)(2), (b)(5), or (b)(7) of this chapter)
as part of a registration statement in reliance or Rule 430B relating to an offering made pursuant to Rule 415(a) (1) (i), (vii),
or (x) (&sect;230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section
10 (a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for liability proposes of the issuer and any person that is
at that date an underwriter such date shall be deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchase with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date; or</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(ii) If
the Registrant is subject to Rule 430C (&sect;230.430C of this chapter), each prospectus filed pursuant to Rule 424 (b) as part
of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A (&sect;230.430A of this chapter), shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(5) That,
for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">The undersigned Registrant
undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
424 (&sect;230.424 of this chapter);</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to
by the undersigned Registrant;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(iv) Any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(6) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant&rsquo;s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan&rsquo;s annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify; text-indent: 0.5in">(7) That insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>


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<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: bold 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><A NAME="poa"></A>SIGNATURES</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Pursuant to the requirements of the Securities
Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oklahoma City, OK, on the 11th day of June, 2019.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 60%">&nbsp;</TD>
    <TD STYLE="width: 4%; text-align: justify">&nbsp;</TD>
    <TD STYLE="width: 36%; text-align: justify">EXCHANGE TRADED CONCEPTS, LLC</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify">Administrative Sponsor of Perth Mint Physical Gold ETF</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="padding-right: 1.45pt; text-align: left">By:</TD>
    <TD STYLE="border-bottom: Black 1.5pt solid; text-align: justify">/s/ J. Garrett Stevens</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify">J. Garrett Stevens</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify">President</TD></TR>
<TR STYLE="vertical-align: top">
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD STYLE="text-align: justify">(Principal Executive Officer)</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center"><B>POWER OF ATTORNEY</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; margin-bottom: 0pt; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes J. Garrett Stevens and James J. Baker, and each of them singly, his or
her true and lawful attorneys-in-fact with full power to sign on behalf of such person, in the capacities indicated below, any
and all amendments to this registration statement and any subsequent related registration statement filed pursuant to Rule 462(b)
under the Securities Act of 1933, and generally to do all such things in the name and on behalf of such person, in the capacities
indicated below, to enable the Registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission thereunder, hereby ratifying and confirming the signature of such person as it may be signed
by said attorneys-in-fact, or any of them, on any and all amendments to this registration statement or any such subsequent related
registration statement.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Pursuant to the requirements of the Securities
Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities* and on the
dates indicated.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="text-align: center; border-bottom: Black 1.5pt solid"><B>Signature</B></TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: center; border-bottom: Black 1.5pt solid"><B>Capacity</B></TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: center; border-bottom: Black 1.5pt solid"><B>Date</B></TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left; width: 4%">By:</TD>
    <TD STYLE="text-align: left; width: 25%; border-bottom: Black 1.5pt solid">/s/ J. Garrett Stevens</TD>
    <TD STYLE="width: 2%">&nbsp;</TD>
    <TD STYLE="text-align: left; width: 42%">Chief Executive Officer </TD>
    <TD STYLE="width: 2%">&nbsp;</TD>
    <TD STYLE="text-align: center; width: 25%">June 11, 2019</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left">J. Garrett Stevens</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: left">(Principal Executive Officer)</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="text-align: left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: justify">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="text-align: left; border-bottom: Black 1.5pt solid"><B>Signature</B></TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: center; border-bottom: Black 1.5pt solid"><B>Capacity</B></TD>
    <TD STYLE="padding-bottom: 1.5pt">&nbsp;</TD>
    <TD STYLE="text-align: center; border-bottom: Black 1.5pt solid"><B>Date</B></TD></TR>
<TR STYLE="vertical-align: top">
    <TD COLSPAN="2" STYLE="text-align: left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left">By:</TD>
    <TD STYLE="text-align: left; border-bottom: Black 1.5pt solid">/s/ James J. Baker</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: left">Chief Financial Officer </TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">June 11, 2019</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="text-align: left">&nbsp;</TD>
    <TD STYLE="text-align: left">James J. Baker</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: left">(Principal Financial and Principal Accounting Officer)</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="text-align: center">&nbsp;</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">* The Registrant is a trust and the persons
are signing in their capacities as officers of Exchange Traded Concepts, LLC, the Administrative Sponsor of the Registrant.</P>



<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="margin: 0">&nbsp;</P>

<P STYLE="margin: 0"></P>

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{"company-data": {"conformed-name": "Perth Mint Physical Gold ETF", "cik": "0001708646", "assigned-sic": "6221", "irs-number": "000000000", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-232065", "film-number": "19891373"}, "business-address": {"street1": "10900 HEFNER POINTE DRIVE, SUITE 207", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73120", "phone": "405-778-8377"}, "mail-address": {"street1": "10900 HEFNER POINTE DRIVE, SUITE 207", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73120"}}
As filed with the Securities and Exchange Commission on June
11, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PERTH
MINT PHYSICAL GOLD ETF
SPONSORED BY GOLD CORPORATION AND EXCHANGE TRADED CONCEPTS, LLC
(Exact name of Registrant as specified in
its charter)
New York
1040
61-1848163
(State or other jurisdiction of
Incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
2 Hanson Place
Brooklyn, New
York 11217
(718) 315-5013
(Address, including zip code, and telephone
number, including area code, of Registrant's principal executive offices)
Exchange Traded Concepts, LLC
10900 Hefner
Point Drive, Suite 207
Oklahoma
City, OK 73120
(405) 778-8377
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Christopher
D. Menconi, Esq.
David A.
Sirignano, Esq.
Morgan, Lewis
& Bockius LLP
1111 Pennsylvania
Avenue, NW
Washington,
DC 20004
(202) 739-3000
Approximate date of commencement of proposed
sale to the public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box:
☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☒
CALCULATION
OF REGISTRATION FEE
Title of each class of securities
to be registered
Amount to be
registered
Proposed
maximum aggregate
price per
    share
Proposed
maximum aggregate
offering
    price
Amount of
registration
fee
Perth Mint Physical Gold ETF Shares
25,000,000
$
13.36
$
334,000,000
(1)
$
40,480.80
(1)
Estimated solely for the
purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 on the basis of the average
of the high and the low prices ($13.33 and $13.38, respectively) of the Perth Mint Physical Gold ETF Shares as reported on June
6, 2019 by the NYSE Arca.
Pursuant to Rule 429(a) under the Securities
Act, the prospectus ("Prospectus") included in this Registration Statement on Form S-1 (this "Registration Statement")
is a combined prospectus and also relates to an aggregate of 7,986,645 shares registered and remaining unsold as of June 10, 2019
under the registrant's registration statement on Form S-1 (No. 333-224389), as amended (the "Prior Registration Statement"),
which became effective on August 3, 2018. Pursuant to Rule 429(b), this Registration Statement, upon effectiveness, also constitutes
a post-effective amendment to the Prior Registration Statement, which post-effective amendment shall hereafter become effective
concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act.
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said section 8(a), may determine.
The information in this preliminary prospectus is not complete
and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission
is effective. This preliminary prospectus is not an offer to sell these securities and the Sponsors and the Trust are not soliciting
an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
Subject to Completion
June 11, 2019
32,986,645 Perth Mint Physical Gold
ETF Shares
PERTH MINT PHYSICAL GOLD ETF
Perth Mint Physical Gold ETF (the "Trust")
issues Perth Mint Physical Gold ETF Shares (the "shares"), which represent units of fractional undivided beneficial
interest in the Trust. The Trust's primary objective is to provide investors with an opportunity to invest in gold through
its shares, and have the gold securely stored by Gold Corporation, who serves as the Custodian and Custodial Sponsor. Another objective
of the Trust is for the shares to reflect the performance of the price of gold less the expenses of the Trust's operations.
The Trust is not actively managed. Gold Corporation, as the Custodial Sponsor, and Exchange Traded Concepts, LLC, as the Administrative
Sponsor (together with Custodial Sponsor, the "Sponsors"), are the Trust's sponsors. Gold Corporation also serves
as the Custodian of the Trust's gold bullion, and The Bank of New York Mellon is the trustee of the Trust.
Gold Corporation, trading as The Perth
Mint, is a Western Australian Government owned statutory body corporate established under the Gold Corporation Act 1987 (Western
Australia) (the "Gold Corporation Act"). Under Section 22 of the Gold Corporation Act, the payment of the cash equivalent
of gold due, payable and deliverable by Gold Corporation under the Gold Corporation Act (including gold held by Gold Corporation
for the benefit of the Trust) is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in right
of the State of Western Australia (the "Government Guarantee"). The Government Guarantee is subject to the claims-paying
ability of the Government of Western Australia. See "Risk Factors—Gold owned by the Trust may be subject to loss, damage,
theft or restriction on access."
Physical gold that the Trust holds includes
London Bars and other gold products having a gold purity of at least 99.5% (including but not limited to coins, cast bars and minted
bars). Shares are issued by the Trust in blocks of at least 25,000 shares called "Baskets" in exchange for gold
from certain registered broker-dealers or other securities market participants ("Authorized Participants"), which is
then allocated as Physical Gold and safely stored by the Custodian. The Trust issues and redeems Baskets on an ongoing basis at
Net Asset Value to Authorized Participants who have entered into a contract with the Administrative Sponsor and the Trustee. Investors,
at their option, may request to take delivery of Physical Gold in exchange for their shares by submitting their shares to Gold
Corporation in exchange for Physical Gold. See "Taking Delivery of Physical Gold."
Shares will be offered to the public from
time to time at prices that will reflect, among other things, the price of gold and the trading price of the shares on the NYSE
Arca at the time of the offer. Prior to this offering, there has been no public market for the shares. The shares trade on the
NYSE Arca under the symbol "AAAU." The market price of the shares may be different from the Net Asset Value per share.
Investing in the shares involves risks.
See "Risk Factors" starting on page 16.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of the securities offered in this prospectus (the "Prospectus"),
or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The Trust is an "emerging growth
company" as that term is used in the Jumpstart Our Business Startups Act (the "JOBS Act").
The shares are neither interests in nor
obligations of either of the Sponsors or the Trustee. The shares are not insured by the Federal Deposit Insurance Corporation or
any other governmental agency. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended,
and is not required to register under such act. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of
1936, as amended, and neither of the Sponsors nor the Trustee is subject to regulation by the Commodity Futures Trading Commission
as a commodity pool operator or a commodity trading advisor under the Commodity Exchange Act in connection with the shares. See
"Risk Factors—Investors will not have the protections normally associated with ownership of shares in an investment
company registered under the 1940 Act or the protections afforded by the Commodity Exchange Act."
This prospectus may also be used by an
affiliate of our Custodian Sponsor, Gold Corporation or any of its affiliates (which we collectively refer to as "Gold Corporation")
that may from time to time purchase or sell shares as part of its gold price hedging activities relating to its wider business
activities. Gold Corporation purchases gold from mining companies and sells physical products to investors and may buy or sell
the shares as a method to mitigate its price risk exposure to gold in those gold-related market-making activities. These transactions
in the shares will occur solely in the open market. Gold Corporation will not receive compensation in the form of discounts and
commissions. See "Plan of Distribution—Sales by Gold Corporation."
As of June 10, 2019,
there were 8,300,000 Perth Mint ETF Shares outstanding.
The date of this Prospectus is June     , 2019.
TABLE OF CONTENTS
Page
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
ii
PROSPECTUS SUMMARY
1
THE OFFERING
8
RISK FACTORS
16
USE OF PROCEEDS
28
THE GOLD INDUSTRY
29
THE PERTH MINT
34
BUSINESS OF THE TRUST
35
CREATION AND REDEMPTION OF SHARES BY AUTHORIZED PARTICIPANTS
37
TAKING DELIVERY OF PHYSICAL GOLD
42
FEDERAL INCOME TAX CONSEQUENCES
48
ERISA AND RELATED CONSIDERATIONS
54
PLAN OF DISTRIBUTION
55
DESCRIPTION OF THE TRUST
56
DESCRIPTION OF THE SHARES
64
THE SPONSORS
66
THE TRUSTEE
72
THE CUSTODIAN
78
FILINGS AND REPORTS
84
LEGAL MATTERS
85
EXPERTS
85
WHERE YOU CAN FIND MORE INFORMATION
86
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
86
GLOSSARY
87
APPENDIX A
A-1
This Prospectus contains information you
should consider when making an investment decision about the shares. You may rely on the information contained in this Prospectus.
The Trust and the Sponsors have not authorized any person to provide you with different information and, if anyone provides you
with different or inconsistent information, you should not rely on it. This Prospectus is not an offer to sell the shares in any
jurisdiction where the offer or sale of the shares is not permitted.
The shares are not registered for public
sale in any jurisdiction other than the United States.
i
STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This Prospectus contains various "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and within the Private Securities Litigation Reform Act of 1995, as amended, which relate to
future events or future performance. In some cases, you can identify such forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential," or the negative of these terms or other comparable terminology.
All statements (other than statements of historical fact) included in this Prospectus that address activities, events or developments
that may occur in the future, including such matters as changes in commodity prices and market conditions (for gold and the shares),
the Trust's operations, the Sponsors' plans and references to the Trust's future success and other similar matters
are forward-looking statements. These statements are only predictions based upon certain assumptions and analyses made by the Sponsors
on the basis of their perception of historical trends, current conditions and expected future developments, as well as other factors
they believe are appropriate in the circumstances. Actual events or results may differ materially. Whether or not actual results
and developments will conform to the Sponsors' expectations and predictions, however, is subject to a number of risks and
uncertainties, including the special considerations discussed in this Prospectus, general economic, market and business conditions,
changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other
world economic and political developments. Consequently, all the forward-looking statements made in this Prospectus are qualified
by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsors anticipate will
be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects
on, the Trust's operations or the value of the shares. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Neither the Trust nor either of the Sponsors undertakes any obligation to publicly
release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events except as required by applicable securities laws.
Additional significant uncertainties and
other factors affecting forward-looking statements are presented in Item 1A. Risk Factors.
ii
PROSPECTUS SUMMARY
The following is
a summary of this Prospectus, and while it contains material information about the Trust and the shares it issues, it does not
contain or summarize all of the information about the Trust and the shares contained in this Prospectus that is material and that
may be important to you. You should read this entire Prospectus, including "Risk Factors" beginning on page 16, and
the material incorporated by reference herein before making an investment decision about the shares. Capitalized terms not defined
in this section have the meaning set forth in the Glossary beginning on page 87 of this Prospectus.
Overview of the Trust Structure, the
Sponsors, the Trustee, and the Custodian
The Trust was formed
pursuant to the Depository Trust Agreement on July 26, 2018. The Trust's primary objective is to provide investors with an
opportunity to invest in gold through its shares, and have the gold securely stored by Gold Corporation, who serves as the Custodial
Sponsor and Custodian. Another objective of the Trust is for the shares to reflect the performance of the price of gold less the
expenses of the Trust's operations. Each share represents a fractional undivided beneficial interest in the Trust's
net assets. The Trust's assets consist principally of gold held by the Custodian for safekeeping on the Trust's behalf.
Physical Gold that the Trust holds includes London Bars and other gold products without numismatic value having a gold purity of
at least 99.5% (including but not limited to coins, cast bars and minted bars).
The Sponsors of the
Trust are Gold Corporation and Exchange Traded Concepts, LLC. Gold Corporation is a statutory body corporate established by the
Gold Corporation Act and wholly-owned by the Government of Western Australia. Gold Corporation also serves as Custodian of the
Trust's gold bullion. Exchange Traded Concepts is an Oklahoma limited liability company.
The shares are neither interests
in nor obligations of, and are not guaranteed by, the Sponsors, their directors, officers, or member(s), or any of their affiliates.
The shares, known as
Perth Mint Physical Gold ETF Shares, provide investors with the opportunity to access the gold market through a traditional brokerage
account. Shares are issued by the Trust only in blocks of at least 25,000 shares called "Baskets" in exchange for gold
from Authorized Participants, which is then allocated to the Trust and stored safely by the Custodian. The Trust may redeem Baskets
in exchange for the amount of gold corresponding to the Basket's redemption value. The Trust issues and redeems Baskets on
an ongoing basis at Net Asset Value to Authorized Participants who have entered into a contract with the Administrative Sponsor
and the Trustee. Investors, at their option, may request to take delivery of Physical Gold in exchange for their shares by submitting
their shares to Gold Corporation in exchange for Physical Gold (as described below).
Such guarantee applies
to all allocated and unallocated gold held in the Metal Accounts, including any Gold held by Sub-Custodians on behalf of the Custodian,
and will apply to the Trust's allocated and unallocated gold for so long as the Custodian (or a Sub-Custodian acting on the
Custodian's behalf) holds such gold for the benefit of the Trust. The value of gold will be reported on the Trust's
website daily. See "Business of the Trust—The Trust's Structure."
1
Individual shares will
not be redeemed by the Trust but are listed and trade on the NYSE Arca under the symbol "AAAU." An investor may deliver
shares to Gold Corporation in exchange for Physical Gold after submitting to Gold Corporation a qualifying document that expresses
the investor's intention to exchange shares for Physical Gold by delivering shares to Gold Corporation on the Share Submission
Day and subsequently taking delivery from Gold Corporation of Physical Gold. See "Taking Delivery of Physical Gold."
After delivery of an investor's shares, the investor could also decide to have Gold remain in safe storage with Gold Corporation
for as long as the investor so chooses (subject to Gold Corporation's customary terms and conditions for the storage of gold).
The Trust is not involved in the exchange of the investor's shares for Physical Gold.
The material terms
of the Trust are discussed in greater detail under "Description of the Trust." The Trust is not registered as an investment
company under the 1940 Act, and is not required to register under such act. The Trust does not and will not hold or trade in commodity
futures contracts regulated under the Commodity Exchange Act. The Trust is not a commodity pool for purposes of the Commodity Exchange
Act and neither of the Sponsors nor the Trustee is subject to regulation by the Commodity Futures Trading Commission as a commodity
pool operator or a commodity trading advisor under the Commodity Exchange Act in connection with the shares.
The Sponsors arranged
for the creation of the Trust pursuant to the Trust Agreement. The Administrative Sponsor arranged for the registration of the
shares for their public offering in the United States and the listing of the shares on the NYSE Arca. The Administrative Sponsor
generally oversees the performance of the Trustee and the Trust's principal service providers, but does not exercise day-to-day
oversight of the Trustee or such service providers. The Administrative Sponsor, with the consent of the Custodial Sponsor, may
remove the Trustee and appoint a successor trustee under certain circumstances.
In addition, the Administrative
Sponsor: (1) will develop a marketing plan for the Trust on an ongoing basis; (2) will prepare marketing materials regarding the
shares; (3) will maintain the Trust's website; and (4) may request the Trustee to order Custodian audits (to the extent permitted
under the Custody Agreement).
The Custodial Sponsor
may perform assaying of Physical Gold, and provide other services relating to the safe custody of Physical Gold.
The Custodial Sponsor
has agreed to assume and be responsible for the payment of the following expenses, up to the Fee Cap: the Administrative Sponsor's
fee; fees for the Trustee's ordinary services and reimbursement of its ordinary out-of-pocket expenses; the Custodian's
fees and expenses specified in the Custody Agreement that are assumed by the Custodial Sponsor (if any); ordinary bar allocation
fees that are charged to the Custodian in connection with the Custodian's acquisition of sufficient Physical Gold for allocation
to the Trust Allocated Metal Account in connection with a Purchase Order; ordinary or customary insurance costs and transportation
fees; allocation costs associated with the allocation and de-allocation of gold to and from the Trust; the marketing expenses of
the Trust; the listing fees of the Trust on the NYSE Arca; registration fees associated with the Trust charged by the SEC; printing
and mailing costs; expenses for the maintenance of any website of the Trust; audit fees and expenses; and routine legal fees and
expenses associated with the ordinary course of the Trust's operations.
2
The Custodial Sponsor
shall not be responsible for any other expenses, including litigation expenses associated with the Trust, taxes and other governmental
charges, indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement, any expenses that are in
excess of the Fee Cap, extraordinary expenses incurred on behalf of the Trust, and otherwise as set forth in the Trust Agreement.
An extraordinary expense is an expense arising or resulting from an underlying event or transaction that, in the determination
of the Administrative Sponsor, is reasonably considered to be of a type that (i) possesses a high degree of abnormality (such as
abnormally high (A) transportation fees, (B) bar allocation fees that may be incurred when acquiring sufficient Physical Gold for
allocation to the Trust Allocated Metal Account in connection with a Purchase Order, or (C) Physical Gold allocation costs that
may be incurred in relation to the allocation and de-allocation of Gold to and from the Trust) or is of a type that is reasonably
considered to be unrelated to, or only incidentally related to, the ordinary and typical activities of the Trust and (ii) is of
a type that would not reasonably be expected to recur in the foreseeable future. Extraordinary expenses shall include any fixing
fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust.
See "The Sponsors."
The Bank of New York
Mellon serves as the Trustee, which 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) valuing the Trust's gold
and calculating the Net Asset Value per share of the Trust; (2) supplying inventory information received from the Custodian to
the Administrative Sponsor for the Trust's website; (3) receiving and processing orders from Authorized Participants for
the creation and redemption of Baskets; (4) coordinating the processing of orders from Authorized Participants with the Custodian
and DTC, including coordinating with the Custodian the receipt of gold transferred to the Trust in connection with each issuance
of Baskets; (5) transferring gold to the Custodial Sponsor in lieu of paying the Custodial Sponsor Fee in cash; (6) transferring
gold to the Custodial Sponsor in lieu of reimbursing the Custodial Sponsor for cash payments owed by the Trust, but undertaken
by the Custodial Sponsor; (7) selling the Trust's gold pursuant to a Sponsor's direction or otherwise as needed to
pay any extraordinary Trust expenses that are not assumed by a Sponsor; (8) holding the Trust's cash and other financial
assets, if any; (9) when appropriate, making distributions of cash or other property (other than gold) to investors; and (10) receiving
and reviewing reports on the custody of and transactions in the Trust's gold from the Custodian and taking such other actions
in connection with the custody of gold as a Sponsor instructs.
As Custodian of the
Trust's gold bullion, Gold Corporation is responsible for the safekeeping of the Trust's gold and supplying inventory
information to the Trustee and the Sponsors. The Custodian is also responsible for facilitating the transfer of gold in and out
of the Trust. The Custodian will confirm the deposit of gold received from an Authorized Participant that has been credited to
the Trust in exchange for Baskets. The Custodian will promptly convert the deposit to allocated Gold held in the Trust Allocated
Metal Account. The Custodian must allocate, or cause to be allocated, all Gold credited to the Trust Unallocated Metal Account
to the Trust Allocated Metal Account such that no amount of Gold remains standing for the benefit of the Trust in the Trust Unallocated
Metal Account at the Custodian's close of business on each Business Day. However, in the event that the Custodian is unable
to fully allocate Gold by the Custodian's close of business due to reasons outside of its control, the Custodian will use
reasonable efforts to fully allocate Gold to the Trust Allocated Metal Account as soon as possible. The Custodian shall safely
store Physical Gold in its own vaulting facilities and any other vaulting facility as approved by the Custodian and utilize the
services of its appointed secure transportation provider at the risk of the Custodian. The Trust's gold holdings are subject
to periodic audits and, under the Custody Agreement, the Custodian has agreed to permit auditors to access all premises during
normal business hours to examine the gold held for the Trust and such records as they reasonably require. Detailed descriptions
of certain specific rights and duties of the Trustee and the Custodian are set forth in "Description of the Trust,"
"The Trustee" and "The Custodian."
3
Trust Objectives
The primary objective
of the Trust is to provide investors with an opportunity to invest in gold through shares, and have the gold securely stored by
the Custodial Sponsor. A further objective of the Trust is for the shares to reflect the performance of the price of gold less
the expenses of the Trust's operations. The Trust is not actively managed. It does not engage in any activities designed
to obtain a profit from, or to compensate investors for losses caused by, changes in the price of gold.
The Trust holds London
Bars and Physical Gold of other specifications without numismatic value. The Trust receives gold deposited by Authorized Participants
in exchange for the creation of Baskets and delivers gold to Authorized Participants in exchange for Baskets surrendered to it
for redemption. Investors who are not Authorized Participants may contact their broker-dealer to purchase and sell shares.
The shares are intended
to constitute a cost-efficient mechanism for investors to make an investment in gold. The shares provide investors with an alternative
to purchasing and storing physical gold that allows a level of participation in the gold market through the securities market.
The shares are:
●
Listed and traded on the NYSE Arca like other exchange-traded securities under the symbol "AAAU."
●
Easily accessible to investors through traditional brokerage accounts.
●
Backed by allocated gold held by the Custodian. (The shares differ from other financial products
that gain exposure to gold because other financial products may use derivatives to gain exposure to the price of gold but may not
have physical gold and therefore involve counter-party exposures that do not exist when holding physical gold).
●
Cost efficient because the expenses for the safe storage of Physical Gold held by the Trust are
dispersed among all investors in the shares and the gold held by the Custodian on behalf of the Trust is subject to the Government
Guarantee.
●
Since the Trust's ordinary operating and administrative expenses are expected to be paid
in gold ounces to the Custodial Sponsor, it is expected that the Trust will not hold any (or minimal) cash but instead only gold,
thereby minimizing any resulting gold price tracking error.
4
Taking Delivery of Physical Gold by
Investors
An investor who would
like to take delivery of Physical Gold for its shares must contact Gold Corporation as follows:
●
Investors interested in taking delivery of Physical Gold in exchange for their shares in the Trust
must first contact Gold Corporation to discuss the types of Physical Gold, availability dates, product premiums, delivery fees,
and suitable delivery locations and methods.
●
To proceed, an investor must provide Gold Corporation with sufficient details to enable Gold Corporation
to identify the investor as a person owning a beneficial interest in any shares of the Trust, and to establish a Customer Account
for the investor with Gold Corporation. Gold Corporation may determine (in its absolute discretion) whether the investor has provided
sufficient details to identify the investor as a Beneficial Owner and to open the Customer Account with Gold Corporation.
●
Subject to the procedures set forth above having been completed to Gold Corporation's satisfaction,
the investor is provided a pre-populated Application, including any applicable product premiums, delivery fees and any other fees
and charges that apply to the Application. Gold Corporation is entitled to receive all such premiums, fees and charges in consideration
for facilitating the delivery of the agreed Physical Gold products to the investor. The Application will set forth the number of
shares to be delivered to Gold Corporation for the amount of Physical Gold requested. The investor shall be responsible for any
applicable taxes or governmental charges. The Application will also contain a Delivery ID and the investor's Customer Account
number with Gold Corporation.
●
Investors interested in taking delivery of Physical Gold in exchange for their shares in the Trust
must duly sign and submit the Application to Gold Corporation within the Quotation Window. An Application expresses the investor's
intention to deliver shares for Physical Gold on the Share Submission Day. The investor must also provide instructions to his or
her broker-dealer to effect the exchange of shares for Physical Gold on the Share Submission Day. Gold Corporation may reject any
Application.
●
Gold Corporation shall confirm that (A) the Delivery ID matches the Application with respect to
the amount of shares to be delivered, the Physical Gold requested, and other applicable terms, and (B) the Application otherwise
is in good order.
●
Upon final approval of the Application by Gold Corporation, which may be withheld by Gold Corporation
for any reason at its sole discretion, Gold Corporation shall return a copy of the Application to the investor.
●
Shares shall be delivered from the investor via their broker-dealer to Gold Corporation. The Application
is not binding on Gold Corporation until shares are delivered to Gold Corporation.
●
Unless the Application is suspended or rejected by Gold Corporation, Gold Corporation shall, following
the receipt of the investor's Shares, transfer to the investor's Customer Account the number of Fine Ounces, on an
unallocated basis, represented by the Shares delivered and specified in the Application (which is inclusive of applicable product
premiums, delivery fees, and any other fees and charges that apply to the Application but is exclusive of any applicable taxes
or governmental charges, which are the responsibility of the investor). Upon delivery of the specified Fine Ounces to the Customer
Account, the investor shall have no further right or interest in the Trust or Trust Property to the extent of the Shares delivered.
The Customer Account also benefits from the Government Guarantee.
●
Gold Corporation, for the investor as customer, shall arrange for the Physical Gold to be delivered
to the investor in accordance with the delivery instructions contained in the Application.
●
None of the Trustee, the Administrative Sponsor or the Trust are involved in the exchange of the
investor's shares for Physical Gold. Shares acquired by Gold Corporation may subsequently be tendered for redemption in Basket-size
aggregations by an Authorized Participant acting on behalf of Gold Corporation.
5
Structure of the Trust
The following chart
shows the relationship of the Trust and other parties:
6
The Custodial Sponsor/Custodian
:
responsible for the safekeeping of gold held on behalf of the Trust, supplying inventory information to the Trustee and Administrative
Sponsor and facilitating the transfer of gold in to and out of the Trust.
The Trustee
: receives and processes
orders from Authorized Participants for the creation and redemption of Baskets to and from the Trust respectively. Holds the Trust's
cash, if any, and other assets.
The Administrative Sponsor
: responsible
for assisting with the administration of the Trust in concert with the Trustee.
Summary Risk Factors
An investment in the
Trust involves risks and uncertainties described in the section below entitled "Risk Factors" and elsewhere in this
Prospectus. Some of these risks include:
●
fluctuations in the price of gold could materially adversely affect an investment in the shares,
which creates the potential for losses, regardless of the period of time the shares are held;
●
substantial sales of gold by central banks, governmental agencies and multi-lateral institutions
could adversely affect an investment in the shares;
●
the fact that the Trust does not actively trade gold to take advantage of short-term market fluctuations
in the price of gold;
●
the fact that each sale of gold by the Trust will be a taxable event for investors; and
●
the fact that if a U.S. investor who or that is an individual, estate or trust sells or
                                                                   exchanges shares held for more than a                                                                    year in a taxable
                                                                   exchange, any gain recognized on the sale or exchange generally will be subject to federal income tax at a
                                                                   maximum rate of 28% rather than the lower maximum rates applicable to most other long-term capital gains such U.S. investor recognizes.
Principal Offices
The offices of the
Trust and the Trustee are located at 2 Hanson Place, Brooklyn, New York 11217. Gold Corporation is located at 310 Hay Street, East
Perth, WA 6004, Australia with a mailing address of GPO Box M924, Perth, WA 6843, Australia and its telephone number is +61 8 9421
7615. Exchange Traded Concepts' main office location and mailing address is 10900 Hefner Pointe Drive, Suite 207, Oklahoma
City, Oklahoma 73120 and its telephone number is (405) 778-8377.
Emerging Growth Company Status
The Trust is an "emerging
growth company," as defined in the JOBS Act, and is eligible to take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not "emerging growth companies" including, but
not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act
of 2002 and reduced disclosure obligations that are not otherwise applicable to the Trust. In addition, Section 107 of the JOBS
Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in
Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging
growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. However, the Trust is choosing to "opt out" of such extended transition period, and as a result, will comply
with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. Section 107 of the JOBS Act provides that the decision to opt out of the extended transition period for complying
with new or revised accounting standards is irrevocable.
7
THE OFFERING
Offering
The shares represent units of fractional undivided beneficial interest in the net assets of the Trust.
Use of proceeds
Proceeds received by the Trust from the issuance and sale of Baskets consist of gold deposits. Such deposits are held by the Custodian on behalf of the Trust until (1) distributed to Authorized Participants in connection with redemptions of Baskets, (2) transferred to pay the Custodial Sponsor Fee, or (3) sold to pay Trust expenses and liabilities not assumed by the Custodial Sponsor. See "Description of the Trust—Trust Expenses."
NYSE Arca Symbol
"AAAU"
CUSIP
715426102
Creation and Redemption by Authorized Participants
The Trust receives gold deposited with the Custodian only by Authorized Participants in exchange for the creation of "Baskets," each equal to at least 25,000 shares. Conversely, the Trust delivers gold in exchange for Baskets surrendered to it for redemption by Authorized Participants as described below. The Trust issues and redeems Baskets on a continuous basis only to Authorized Participants. Baskets are only issued or redeemed in exchange for the amount of gold determined by the Trustee on each day that the NYSE Arca is open for regular trading based on the combined Net Asset Value of the shares included in the Baskets being created or redeemed. No shares are issued unless and until the Custodian has informed the Trustee that it has credited to the Trust the corresponding amount of gold. The Custodian must allocate ownership of Physical Gold to the Trust such that no amount of Gold remains standing for the benefit of the Trust in the Trust Unallocated Metal Account at the Custodian's close of business on each Business Day. However, in the event that the Custodian is unable to fully allocate ownership of Physical Gold to the Trust by 10:00 p.m. Perth time on each Business Day due to reasons outside of its control, the Custodian will use reasonable efforts to fully allocate Gold to the Trust Allocated Metal Account as soon as possible.
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Fees are assessed in connection with the creation and redemption of Baskets by Authorized Participants. See "Creation and Redemption of Shares by Authorized Participants."
Taking Delivery of Physical Gold - Investors
Investors may contact their broker-dealer to purchase and sell shares. An investor who would like to take delivery of Physical Gold in exchange for shares may deliver shares to Gold Corporation in exchange for Physical Gold. The number of shares to be delivered must be specified by Gold Corporation to the investor in a pre-populated Application.
●
Investors interested in taking delivery of Physical Gold in exchange for their shares in the Trust
must first contact Gold Corporation to discuss the types of Physical Gold, availability dates, product premiums, delivery fees,
and suitable delivery locations and methods.
●
To proceed, an investor must provide Gold Corporation with sufficient details to enable Gold Corporation
to identify the investor as a person owning a beneficial interest in any shares of the Trust and to establish a Customer Account
for the investor with Gold Corporation. Gold Corporation may determine (in its absolute discretion) whether the investor has provided
sufficient details to identify the investor as a Beneficial Owner and to open the Customer Account with Gold Corporation.
●
Subject to the procedures set forth above having been completed to Gold Corporation's satisfaction,
the investor is provided a pre-populated Application, including any applicable product premiums, delivery fees and any other fees
and charges that apply to the Application. Gold Corporation is entitled to receive all such premiums, fees and charges in consideration
for facilitating the delivery of the agreed Physical Gold products to the investor. The Application will set forth the number of
shares to be delivered to Gold Corporation for the amount of Physical Gold requested. The investor shall be responsible for any
applicable taxes or governmental charges. The Application will also contain a Delivery ID and the investor's Customer Account
number with Gold Corporation.
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●
Investors interested in taking delivery of Physical Gold in exchange for their shares in the Trust
must duly sign and submit the Application to Gold Corporation within the Quotation Window. An Application expresses the investor's
intention to deliver shares for Physical Gold on the Share Submission Day. The investor must also provide instructions to his or
her broker-dealer to effect the exchange of shares for Physical Gold on the Share Submission Day. Gold Corporation may reject any
Application.
●
Gold Corporation shall confirm that (A) the Delivery ID matches the Application with respect to
the amount of shares to be delivered, the Physical Gold requested, and other applicable terms, and (B) the Application otherwise
is in good order.
●
Upon final approval of the Application by Gold Corporation, which may be withheld by Gold Corporation
for any reason at its sole discretion, Gold Corporation shall return a copy of the Application to the investor.
●
Shares shall be delivered from the investor via their broker-dealer to Gold Corporation. The Application
is not binding on Gold Corporation until shares are delivered to Gold Corporation.
●
Unless the Application is suspended or rejected by Gold Corporation, Gold Corporation shall, following
the receipt of the investor's Shares, transfer to the investor's Customer Account the number of Fine Ounces, on an
unallocated basis, represented by the Shares delivered and specified in the Application (which is inclusive of applicable product
premiums, delivery fees, and any other fees and charges that apply to the Application but is exclusive of any applicable taxes
or governmental charges, which are the responsibility of the investor). Upon delivery of the specified Fine Ounces to the Customer
Account, the investor shall have no further right or interest in the Trust or Trust Property to the extent of the Shares delivered.
The Customer Account also benefits from the Government Guarantee.
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●
Gold Corporation, for the investor as customer, shall arrange for the Physical Gold to be delivered
to the investor in accordance with the delivery instructions contained in the Application.
●
None of the Trustee, the Administrative Sponsor or the Trust are involved in the exchange of the
investor's shares for Physical Gold. Shares acquired by Gold Corporation may subsequently be tendered for redemption in Basket-size
aggregations by an Authorized Participant acting on behalf of Gold Corporation.
The processing fees charged to an investor are comprised of applicable delivery fees and any applicable product premiums. See "Taking Delivery of Physical Gold."
Net Asset Value
The Trustee determines the Net Asset Value of the Trust on each day that the NYSE Arca is open for regular trading, as promptly as practical after 4:00 p.m. New York City time. The Net Asset Value of the Trust is the aggregate value of gold and other assets, if any, of the Trust (other than any amounts credited to the Trust's reserve account, if any) and cash, if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses and other liabilities. In determining the Trust's Net Asset Value, the Trustee values the gold held by the Trust based on the afternoon LBMA Gold Price, or the morning LBMA Gold Price, if such day's afternoon LBMA Gold Price is not available. If no LBMA Gold Price is available for the day, the Trustee values the Trust's gold based on the most recently announced afternoon LBMA Gold Price or morning LBMA Gold Price. If the Custodial Sponsor determines that such price is inappropriate to use, it must identify an alternate basis for evaluation to be employed by the Trustee. The Custodial Sponsor may instruct the Trustee to use a different publicly available price that the Custodial Sponsor determines to represent fairly the commercial value of the Trust's gold. See "Description of the Trust—Valuation of Gold and Computation of Net Asset Value."
Trust Expenses
The Trust's only ordinary recurring expense is the remuneration due to the Custodial Sponsor of 0.18% of the Net Asset Value of the Trust. In exchange for the Custodial Sponsor Fee, the Custodial Sponsor has agreed to assume and be responsible for the payment of the following expenses, up to the Fee Cap: the Administrative Sponsor's fee; fees for the Trustee's ordinary services and reimbursement of its ordinary out-of-pocket expenses; the Custodian's fees and expenses specified in the Custody Agreement that are assumed by the Custodial Sponsor (if any); ordinary bar allocation fees that are charged to the Custodian in connection with the Custodian's acquisition of sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order; ordinary or customary insurance costs and transportation fees; allocation costs associated with the allocation and de-allocation of gold to and from the Trust; the marketing expenses of the Trust; the listing fees of the Trust on the NYSE Arca; registration fees associated with the Trust charged by the SEC; printing and mailing costs; expenses for the maintenance of any website of the Trust; audit fees and expenses; and routine legal fees and expenses associated with the ordinary course of the Trust's operations.
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The Custodial Sponsor shall not be responsible for any other expenses, including litigation expenses associated with the Trust, taxes and other governmental charges, indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement, any expenses that are in excess of the Fee Cap, extraordinary expenses incurred on behalf of the Trust, and otherwise as set forth in the Trust Agreement. An extraordinary expense is an expense arising or resulting from an underlying event or transaction that, in the determination of the Administrative Sponsor, is reasonably considered to be of a type that (i) possesses a high degree of abnormality (such as abnormally high (A) transportation fees, (B) bar allocation fees that may be incurred when acquiring sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order, or (C) Physical Gold allocation costs that may be incurred in relation to the allocation and de-allocation of Gold to and from the Trust) or is of a type that is reasonably considered to be unrelated to, or only incidentally related to, the ordinary and typical activities of the Trust and (ii) is of a type that would not reasonably be expected to recur in the foreseeable future. Extraordinary expenses shall include any fixing fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust. See "The Sponsors."
The Custodial Sponsor Fee accrues daily based on the prior Business Day's Net Asset Value and is payable in gold. The fee is paid by delivering that amount of gold that equals the daily accrual of the Custodial Sponsor Fee for such prior month based on the Net Asset Value of the shares on the first business day of the following month. The Custodial Sponsor may earn a profit on its fees. The Custodial Sponsor may rebate a portion of the Custodial Sponsor Fee to investors who purchase newly-issued shares directly from an Authorized Participant, pursuant to the Custodial Sponsor Fee Rebate Agreement. See "Description of the Trust—Trust Expenses."
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Tax Considerations
An investor will be treated, for federal tax purposes, as if it directly owns a pro rata share of the Trust's assets and directly receives that share of any Trust income and incurs that share of the Trust's expenses. Consequently, the sale of gold by the Trust, including the sale of gold to generate cash to pay its fees and expenses, will be a taxable event for investors. See "Federal Income Tax Consequences—Taxation of U.S. Investors" and "ERISA and Related Considerations."
Suspension of Issuance, Transfers, and Redemptions
The Trustee may, in its discretion, and will when directed by the Custodial Sponsor, suspend the right of redemption, or postpone the redemption settlement date or reject a particular redemption order (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, (2) for any period during which an emergency exists as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the Sponsors determine to be necessary for protection of registered owners of shares. See "Creation and Redemption of Shares by Authorized Participants—Creation Procedures—Authorized Participants—Rejection of Purchase Orders" and "Creation and Redemption of Shares by Authorized Participants—Redemption Procedures—Authorized Participants—Suspension or Rejection of Redemption Orders."
Suspension of Taking Delivery of Physical Gold
Gold Corporation shall reject the delivery of shares by an investor (1) if the number of shares delivered does not correspond to the number of shares specified in the Application provided to the investor based upon its discussion with Gold Corporation or are not delivered on the designated Share Submission Day, or (2) if the delivered shares are not accompanied by proper instructions or by an approved Application. Additionally, Gold Corporation may decline to approve an Application for any reason. In the event the investor transfers a number of shares not corresponding to the Application, the investor must make any arrangements directly with Gold Corporation and Gold Corporation reserves the right to reject the initial quote and any additional costs incurred by Gold Corporation as a result of an incorrect number of shares being delivered will be borne by the investor. In addition, the delivery of Physical Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as Custodial Sponsor or is otherwise unable or unwilling to accept applications from investors to take delivery of Physical Gold.
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Termination Events
The Trustee will terminate and liquidate the Trust if any of the following events occur:
●
the Trustee is notified that the shares are delisted from NYSE Arca and are not approved for listing
on another national securities exchange within five business days of their delisting;
●
investors acting in respect of at least 75% of the outstanding shares notify the Trustee that they
elect to terminate the Trust;
●
60 days have elapsed since the Trustee notified the Sponsors of the Trustee's election to
resign or since the Sponsors removed the Trustee, and a successor trustee has not been appointed and accepted its appointment;
●
the SEC determines that the Trust is an investment company under the 1940 Act, and the Trustee
has actual knowledge of that determination;
●
the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act, and the
Trustee has actual knowledge of that determination;
●
the Trust fails to qualify for treatment, or ceases to be treated, as a "grantor trust"
for federal tax purposes, and the Trustee receives notice from the Sponsors that the Sponsors have determined that, because of
that tax treatment or change in tax treatment, the termination of the Trust is advisable;
●
the Trustee receives notice from the Sponsors of their joint agreement to terminate the Trust;
●
60 days have elapsed since DTC or another depository has ceased to act as depository with respect
to the shares, and the Sponsors have not identified another depository that is willing to act in such capacity; or
●
if the law governing the Trust limits the maximum period during which the Trust may continue, upon
the expiration of 21 years after the death of the last survivor of all of the descendants of Elizabeth II, Queen of England, living
on the date of the Trust Agreement.
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If the Administrative Sponsor fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties required to be undertaken or performed by it, and such failure or incapacity is not cured within 30 days following receipt of notice from the Trustee or the Custodial Sponsor of such failure or incapacity, or if the Administrative Sponsor is adjudged bankrupt or insolvent, or a receiver of the Administrative Sponsor or of its property is appointed, or if a trustee or liquidator or any public officer takes charge or control of the Administrative Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor shall be deemed conclusively to have resigned, in which case the other Sponsor or, if there is no other Sponsor, the Trustee may (i) appoint a successor Administrative Sponsor to assume the duties and obligations of the Administrative Sponsor or (ii) terminate and liquidate the Trust.
If the Custodial Sponsor wishes to resign as Custodial Sponsor, or otherwise fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties required to be undertaken or performed by it, including a failure to perform its functions as Custodian, and such failure or incapacity is not cured within 30 days following receipt of notice from the Administrative Sponsor of such failure or incapacity, or if the Custodial Sponsor is adjudged bankrupt or insolvent, or a receiver of the Custodial Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Custodial Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor, or in the event there is no Administrative Sponsor, the Trustee, may, among other actions, (i) with the prior written consent of the Custodial Sponsor, appoint a successor Custodial Sponsor and Custodian to assume the duties and obligations of the Custodial Sponsor and Custodian, or (ii) terminate and liquidate the Trust.
For 60 days following the termination of the Trust, the Trust will continue to redeem Baskets tendered by Authorized Participants. Thereafter, the Trustee will sell gold and, after paying or making provision for the Trust's liabilities, distribute the proceeds to investors surrendering shares. See "Description of the Trust—Termination of the Trust."
Authorized Participants
Only Authorized Participants may place orders to create and redeem Baskets. Each Authorized Participant must: (1) be a registered broker-dealer or other securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would be required to register as a broker-dealer to engage in securities transactions; (2) be a participant in DTC; (3) have in effect a valid Authorized Participant Agreement and (4) have entered into an agreement with the Trustee and the Administrative Sponsor (the Authorized Participant Agreement). The Authorized Participant Agreement provides the procedures for the creation and redemption of Baskets. The Authorized Participant Agreement also includes procedures for the delivery of gold to the Trust in connection with creations and the delivery of gold to Authorized Participants in connection with redemptions. A list of the current Authorized Participants can be obtained from the Trustee or the Administrative Sponsor.
Clearance and settlement
The shares are issued in book-entry form only. The shares will be evidenced by one or more global certificates that the Trustee will issue to DTC. Transactions in shares clear through the facilities of DTC. Investors may hold their shares through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC.
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RISK FACTORS
Before making an investment
decision, you should consider carefully the risks described below, as well as the other information included in this Prospectus.
The value of our shares fluctuates
based upon the price of the gold held by the Trust. Fluctuations in the price of gold could materially adversely affect an investment
in the shares, which creates the potential for losses, regardless of the period of time the shares are held.
The shares are intended
to track the performance of the price of gold. The value of the shares relates directly to the value of the gold owned by the Trust.
Therefore, the value of the shares will fluctuate with the price of gold. The Trust does not actively manage the gold it holds
and does not use any hedging techniques to attempt to reduce the risk of losses resulting from price decreases. The price of gold
has fluctuated widely over the past several years. This exposes an investment in shares to potential losses. Several factors may
affect the price of gold and, as a result, the value of the shares, including the following:
●
Global supply and demand, which is influenced by factors including: (1) forward selling by gold
producers; (2) purchases made by gold producers to unwind gold hedge positions; (3) central bank purchases and sales; (4) production
and cost levels in major gold-producing countries; and (5) new production projects;
●
Investors' expectations regarding future inflation rates;
●
Currency exchange rate volatility;
●
Interest rate volatility; and
●
Unexpected political, economic, global or regional incidents.
Investors should be advised that there
is no assurance that gold will maintain its long-term value in terms of U.S. dollar value in the future. In the event that the
price of gold declines, the value of an investment in the shares is expected to decline proportionately.
The international gold market has
experienced historically high trading prices in recent years. Because there can be no assurance that this historically high trading
price of gold will be sustained, there could be significant decreases in the value of net assets and the Net Asset Value of the
Trust.
Prices in the international
gold market have reached historically high levels in recent years. The price of Physical Gold going forward and, in turn, the future
value of net assets of the Trust, may be dependent upon factors that include global gold supply and demand, investors' inflation
expectations, exchange rate volatility and interest rate volatility. An adverse development with regard to one or more of these,
or other factors may lead to a decrease in gold bullion currency trading prices. In addition, the possibility of large scale distress
sales of gold in times of financial crisis may negatively impact the price of gold. A decline in prices of gold would decrease
the value of net assets and the Net Asset Value of the Trust.
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Substantial sales of gold by central
banks, governmental agencies and multi-lateral institutions could adversely affect an investment in the shares.
Central banks, other
governmental agencies and multi-lateral institutions buy, sell and hold gold as part of their reserve assets. This market sector
holds a significant amount of gold, some of which is static, meaning that it is held in vaults and is not bought, sold, leased
or swapped or otherwise available in the open market. Several central banks and multi-lateral institutions have sold portions of
their gold reserves in recent years, with the result being that this sector, taken as a whole, has been a net supplier of gold
to the open market. In the event that future economic, political or social conditions or pressures require members of this sector
to liquidate their gold assets all at once or in an uncoordinated manner, the demand for gold may not be sufficient to accommodate
the sudden increase in the supply of gold to the market. Consequently, the price of gold may decline, which may adversely affect
an investment in the shares.
Because the Trust invests only in
gold, an investment in the Trust may be more volatile than an investment in a more broadly diversified portfolio.
The Trust invests only
in gold. As a result, the Trust's holdings are not diversified. Accordingly, the Trust's Net Asset Value may be more
volatile than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially over time. The
price of gold can be volatile because gold is comparatively less liquid than other commodities. Fluctuations in the price of gold
are expected to have a direct impact on the value of the shares.
An investment in the
Trust may be deemed speculative and is not intended as a complete investment program. An investment in shares should be considered
only by persons financially able to maintain their investment and who can bear the risk of loss associated with an investment in
the Trust. Investors should review closely the objectives and strategy and redemption provisions of the Trust, as discussed herein
and familiarize themselves with the risks associated with an investment in the Trust.
Trust shares may trade at Net Asset
Value or at a price that is above or below Net Asset Value. Any discount or premium in the trading price relative to the Net Asset
Value per share may widen as a result of the different trading hours of the NYSE Arca and other exchanges.
Trust shares may trade
at, above or below the Net Asset Value per share. The Net Asset Value per share will fluctuate with changes in the market value
of the gold owned by the Trust. The trading price of the shares will fluctuate with changes in the Net Asset Value per share as
well as market supply and demand. The amount of the discount or premium in the trading price relative to the Net Asset Value per
share may be influenced by non-concurrent trading hours between the NYSE Arca and major gold markets. While the shares will trade
on the NYSE Arca until 4:00 p.m. New York City time, liquidity in the market for gold may be reduced after the close of the major
world gold markets, including London. As a result, during this time, trading spreads and the resulting discount or premium on the
shares may widen.
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The lack of an active trading market
for the shares could result in losses on your investment at the time of disposition of your shares.
Prior to the listing
of the shares on the NYSE Arca, there had been no market for the shares. Although shares are listed for trading on the NYSE Arca,
there can be no assurance that an active trading market for the shares will be maintained. If an active public market for the shares
does not develop or continue, the market prices and liquidity of the shares may be adversely affected. If you need to sell your
shares at a time when no active market for them exists, the absence of an active market will most likely adversely affect the price
you receive for your shares (assuming you are able to sell them).
There may be situations where the
Trust suspends redemptions of Baskets by Authorized Participants, which could affect the price of the shares. To the extent the
value of gold declines, these delays may result in a decrease in the value of the gold received upon redemption by an Authorized
Participant, as well as a reduction in liquidity for all investors in the secondary market.
Although shares are
redeemable by Authorized Participants in exchange for the underlying amount of gold, redemptions by Authorized Participants may
be suspended during any period while regular trading on the NYSE Arca is suspended or restricted, in which an emergency exists
that makes it reasonably impracticable to deliver, dispose of, or evaluate gold, or for such other period as the Sponsors determine
to be necessary for protection of registered owners of shares. If any of these events occurs at the time of a redemption by an
Authorized Participant, and the price of gold decreases before the redemption occurs, an Authorized Participant will sustain a
loss with respect to the amount that it would have been able to obtain in exchange for the gold received from the Trust upon the
redemption of its shares, had the redemption taken place when it was originally intended to occur. As a consequence, Authorized
Participants may reduce their trading in shares during periods of suspension, decreasing the number of potential buyers of shares
in the secondary market and the price an investor may receive upon sale.
There may be situations where Gold
Corporation suspends or rejects the exchange of shares for Physical Gold, which could affect the price of the shares. To the extent
the value of gold declines, these delays may result in a decrease in the value of the Physical Gold received by an investor, as
well as a reduction in liquidity for all investors in the secondary market.
The exchange of shares
for Physical Gold may be suspended or rejected by Gold Corporation during any period (i) while regular trading on the NYSE Arca
is suspended or restricted, (ii) in which an emergency exists that makes it reasonably impracticable to deliver, dispose of, or
evaluate gold, or (iii) for such other period as Gold Corporation may deem necessary or advisable including due to the inability
to transport gold or the lack of liquidity in the market. In addition, Gold Corporation shall reject the delivery of shares by
an investor (1) if the number of shares delivered does not correspond to the number of shares specified in the Application provided
to the investor based upon its discussion with Gold Corporation or are not delivered on the designated Share Submission Day, or
(2) if the delivered shares are not accompanied by proper instructions or by an approved Application. Additionally, Gold Corporation
may decline to approve an Application for any reason. The delivery of Physical Gold in exchange for shares shall be suspended in
the event Gold Corporation resigns as the Custodial Sponsor or if Gold Corporation is otherwise unable or unwilling to accept applications
from investors to take delivery of Physical Gold. In such a case, an investor would have no available mechanism to exchange shares
for Physical Gold. If any of these events occurs at the time that an Application has been received, and the price of gold decreases
before the Application is processed, an investor will sustain a loss with respect to the amount of Physical Gold that it would
have been able to obtain in connection with the exchange of the investor's shares had the exchange taken place when it was
originally intended to occur. In addition, there may be a reduction in the trading of shares during periods of suspension, decreasing
the number of potential buyers of shares in the secondary market and the price an investor may receive upon sale.
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The withdrawal of an Authorized Participant
and substantial redemptions by Authorized Participants could affect the liquidity of the shares. The liquidity of the shares also
may be affected by substantial redemptions by Authorized Participants related to or independent of the withdrawal from participation
of Authorized Participants.
In the event that there
are substantial redemptions of shares or one or more Authorized Participants with a substantial interest in the shares withdraws
from participation, the liquidity of the shares will likely decrease which could adversely affect the market price of the shares
and result in an investor incurring a loss on an investment in the shares.
The price of gold may be affected
by the sale of other investment vehicles, such as ETVs tracking gold markets, which could negatively affect gold prices and the
price and Net Asset Value of the shares.
To the extent existing
exchange traded vehicles ("ETVs") tracking gold markets represent a significant proportion of demand for gold, large
redemptions of the securities of these ETVs could negatively affect gold prices and the price and Net Asset Value of the shares.
Future governmental decisions may
have significant impact on the price of gold, which may result in a significant decrease or increase in the value of the net assets
and the Net Asset Value of the Trust.
Generally, gold prices
reflect the supply and demand of available gold. Governmental decisions, such as the executive order issued by the President of
the United States in 1933 requiring all persons in the United States to deliver gold to the Federal Reserve or the abandonment
of the gold standard by the United States in 1971, have been viewed as having significant impact on the supply and demand of gold
and the price of gold. Future governmental decisions may have an impact on the price of gold, and may result in a significant decrease
or increase in the value of the net assets and the Net Asset Value of the Trust.
Several factors may have the effect
of causing a decline in the prices of gold and a corresponding decline in the price of shares, including:
●
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.
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●
A significant change in the attitude of speculators and investors towards gold. Should the speculative
community take a negative view towards gold, it 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.
Gold owned by the Trust 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.
Although the Trust
does not insure gold held by the Custodian, the Custodian's obligations in relation to gold owned by the Trust and held in
safekeeping by the Custodian are subject to the Government Guarantee in the event the Gold is lost, damaged, or stolen. The Custodian
also has comprehensive insurance in place to cover the risks of holding Gold. In such instances, if the Custodian is unable to
satisfy any claims against it (including through any insurance arrangements in place), the Trust will need to rely on the Government
of Western Australia's ability to satisfy the obligations of the Custodian that are subject to the Government Guarantee.
There is no dollar limit or similar restriction with respect to the Trust's ability to enforce the Government Guarantee against
the Government of Western Australia. However, if the Trust's gold is lost, damaged, stolen or destroyed under circumstances
rendering the Government of Western Australia liable to the Trust under the terms of the Government Guarantee, it is possible that,
in certain instances, the Government of Western Australia may not be able to satisfy the Trust's claim, for instance if the
solvency of the Government of Western Australia is inadequate after recourse to insurers and others have been exhausted. In addition,
there is a risk that future legislative action could alter the terms of the Guarantee applicable to gold held by Gold Corporation.
Moreover, losses due to nuclear accidents, terrorism, riots, acts of God, insurrections, strikes and similar causes beyond the
control of the Custodian and for which the Custodian would not be liable may be sustained by the Trust.
Any loss of gold owned
by the Trust that is not recovered will result in a corresponding loss in the Net Asset Value and it is reasonable to expect that
such loss will also result in a decrease in the value at which the shares are traded on the NYSE Arca.
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The value of the shares could decline
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, to the extent that unanticipated operational or trading
problems or issues arise, a Sponsor's past experience and qualifications may not be suitable for solving these problems or
issues.
The Trust relies on the information
and technology systems of the Trustee, the Custodian, and the Sponsors, which could be adversely affected by information systems
interruptions, cybersecurity attacks or other disruptions, which could affect your personal information or result in a decline
in the price of the shares.
The Custodian, the
Trustee and the Sponsors depend upon information technology infrastructure, including network, hardware and software systems to
conduct their business as it relates to the Trust. A cybersecurity incident, or a failure to protect their computer systems, networks
and information against cybersecurity threats, could result in a loss of information and adversely affect their ability to conduct
their business, including their business on behalf of the Trust. Despite implementation of network and other cybersecurity measures,
their security measures may not be adequate to protect against all cybersecurity threats.
In September 2018,
The Perth Mint, which is operated by the Custodian, was subject to a data breach of historical data held by a third party that
contained personal details belonging to a limited number of customers in an unrelated part of The Perth Mint business. Customers'
investments remained safe and secure at all times and guaranteed by the Government of Western Australia. The breach was in an area
of the business unrelated to The Perth Mint's responsibilities as the Custodian of gold and did not affect any investors
in the Trust. There is no evidence that The Perth Mint's internal systems were compromised in any way, with the breach occurring
on the system of a third-party technology provider.
Any breach of the Trust's
information technology infrastructure or the information technology infrastructure of the Custodian, the Trustee or either Sponsor
could compromise customer personal information or result in the halting of Trust operations, the suspension of redemptions, a loss
of Trust assets, or damage to the Trust's reputation and reduce demand for the shares, all of which could result in a reduction
in the price of the shares.
Gold Corporation will deliver Physical
Gold to investors in exchange for their shares in accordance with an approved Application. A delay in the delivery of Physical
Gold to investors could result in losses if the price of gold declines.
Gold Corporation, for
an investor as customer, shall arrange for the delivery of Physical Gold to investors in exchange for their shares. After an investor
irrevocably submits shares to exchange for Physical Gold, Gold Corporation will deliver Physical Gold to the investor. Because
delivery time depends on many factors, including the types of Physical Gold requested and the delivery method chosen, considerable
time may elapse by the time investors receive their Physical Gold. Further, because shipments of Physical Gold may be broken down
into multiple smaller shipments, it may take additional time for an investor to receive all of the requested Physical Gold. A delay
in the delivery of Physical Gold to investors could result in losses if the price of gold declines.
21
If a U.S. investor who or that
is an individual, estate or trust (each referred to in this paragraph and the next two paragraphs as an
"individual") sells or exchanges shares held for more than a year in a taxable exchange, any gain recognized on
the sale or exchange generally will be subject to federal income tax at a maximum rate of 28% rather than the lower maximum
rates applicable to most other long-term capital gains an individual recognizes.
Gains recognized by
an individual from the sale of "collectibles," which term includes gold, held for more than one year are subject to
federal income tax at a maximum rate of 28% rather than the lower 20% maximum rate applicable to most other long-term capital gains
recognized by individuals.
For these
purposes, gain an individual recognizes on the sale of an interest in a "grantor trust" (such as the Trust) that
holds collectibles is treated as gain recognized on the sale of the collectibles, to the extent the gain
is attributable to unrealized appreciation in value of the collectibles. Therefore, any gain recognized by an individual U.S.
investor attributable to a sale or exchange of shares held for more than one year in a taxable exchange, or attributable to
the Trust's sale of any gold that the investor is treated (through his, her or its ownership of shares) as having held
for more than one year, generally will be subject to federal income tax at a maximum rate of 28%. The tax rates for capital
gains recognized on the sale of assets held by an individual U.S. investor for one year or less, or by a taxpayer other than
an individual, are generally the same as those at which ordinary income is taxed.
The purchase of
shares by an IRA or a Tax-Qualifed Account may constitute the acquisition of a collectible or be treated as a tax distribution
to the IRA owner or plan participant under Code section 408(m).
The Trust cannot make
any assurances that the purchase of shares by an IRA or a Tax-Qualified Account will not constitute the acquisition of a collectible
or be treated as a taxable distribution to the IRA owner or plan participant under Code section 408(m). In particular, if a redemption
of shares results in the delivery of gold to an IRA or Tax-Qualified Account, it is expected that such distribution would constitute
the acquisition of a collectible to the extent provided under that section. See also "Federal Income Tax Consequences."
An investor may recognize income
for federal income tax purposes in the absence of a corresponding cash distribution.
The Trust will be
treated as a grantor trust for federal income tax purposes. As such, investors in the Trust will be treated as if they
directly received their respective pro rata share of the Trust's income, if any, even though investors should not
expect any cash distributions from the Trust. The character of this income will be determined on the basis of the
particular circumstances of each investor. For example, if the Trust sells gold to generate cash to pay its fees or expenses,
an investor will recognize gain or loss depending on the particular circumstances of such investor. In addition, the transfer
of gold to a Sponsor as payment of the fee to a Sponsor and/or reimbursement of the Trust's expenses and/or
liabilities will be treated as a taxable exchange of the gold by the Trust, and thus will also constitute a taxable event for
investors. For further discussion and special rules that may affect Non-U.S. Investors, see "Federal Income
Tax Consequences" below.
22
Although the Sponsors
expect that an exchange of Trust shares for Physical Gold from the Gold Corporation's own account is not a taxable exchange,
the Sponsors cannot give any assurances that the IRS will agree with this interpretation.
If an investor delivers
some or all of its shares in an exchange with the Gold Corporation for gold that contains the equivalent metallic content (including
coins, cast bars and minted bars of the same fineness and purity) as the gold held by the Trust, such exchange is not expected
to be a taxable event for the investor. However, investors should be aware that neither U.S. federal income tax law nor administrative
guidance specifically address the tax consequences of an exchange of shares of a grantor trust such as the Trust, for Physical
Gold not held by the Trust. Although the Trust expects that an exchange of Trust shares for Physical Gold from the Gold Corporation's
own account is not a taxable exchange, investors should consult their own tax advisors as to the specific tax consequences in their
particular circumstances.
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 by Authorized Participants (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 the shares may decline and the price of the shares may fluctuate independently of
the price of gold and may fall.
If an investor requests that Physical
Gold be delivered to a destination that is outside the "chain of integrity," the Physical Gold may need to be re-assayed,
which could result in additional costs for the investor and potential delays in assaying the Physical Gold.
London Bars are generally
accepted by institutional gold dealers without assaying because such London Bars are produced according to strict LBMA specifications
and regularly audited to ensure that specifications meet those stated. When traded exclusively among certain institutional gold
dealers, London Bars are considered to remain within the "chain of integrity." By remaining in the chain of integrity,
London Bars have historically been available at the lowest transaction costs of any gold bullion because assay costs are minimized.
However, a London Bar that leaves the chain of integrity may need to be re-assayed. In addition to the costs associated with assaying,
there may be significant delays in assaying gold, especially during times when gold may be in high demand, due to potential backlogs.
If, upon exchanging
shares for Physical Gold, an investor requests that the Physical Gold be delivered from Gold Corporation to another bank or a vault
in the business of holding Physical Gold for institutional investors, the Physical Gold may continue to be accepted for trading
without being re-assayed while in the custody of that institution.
23
If an investor instructs
that London Bars be delivered to a destination other than an institutional gold dealer, the London Bars delivered to the investor
may no longer be deemed part of the chain of integrity. This may make a future sale of such gold more difficult and expensive.
In addition, the value of any London Bars that have left the chain of integrity are likely to be at a discount from the spot price
of gold.
Physical gold other
than London Bars also may need to be re-assayed should they leave Gold Corporation. For example, 1 (one) and 10 (ten) ounce bars
may be accepted by some dealers without re-assaying should the bars appear in excellent condition and/or remain in the mint's
original packaging. However, investors should be aware that dealers may charge a fee to re-assay any bar for any reason.
Investors do not have the rights normally
associated with ownership of shares of other types of investment vehicles. For example, investors have extremely limited voting
rights in comparison to those of shareholders in traditional operating companies.
The Trust is a passive
investment vehicle with no management and no board of directors. Thus, the shares are not entitled to the same rights as shares
issued by a corporation operating a business enterprise with management and a board of directors. By acquiring shares, you are
not acquiring the right to elect directors, to vote on certain matters regarding the issuer of your shares or to take other actions
normally associated with the ownership of shares, such as the right to bring "oppression" or "derivative"
actions. Moreover, the Trustee and Sponsors may impose or increase any fees or charges applicable to the shares without a vote
of the investors, subject to the provision of any required notice under the Trust Agreement. You will only have the extremely limited
rights described under "Description of the Shares."
By the acceptance of a share of the
Trust, each investor consents to New York jurisdiction and waives any claim that a New York court is an inconvenient venue or is
otherwise inappropriate.
Each investor, by the
acceptance of a share of the Trust, consents to the non-exclusive jurisdiction of the courts of the State of New York and any federal
courts located in the borough of Manhattan in New York City. By consenting to New York jurisdiction an investor waives any claim
that a New York court is an inconvenient venue or is otherwise inappropriate. As such, an investor could be required to litigate
a matter relating to the Trust in a New York court, even if that court may otherwise be inconvenient for the investor.
Investors will not have the protections
normally associated with ownership of shares in an investment company registered under the 1940 Act or the protections afforded
by the Commodity Exchange Act.
The Trust is not registered
as an investment company under the 1940 Act and is not required to register thereunder. Consequently, investors do not have the
regulatory protections provided to investors in investment companies including oversight by an independent board of directors,
bans on self-dealing, and the requirement that fund assets be held separately from the assets of a fund's adviser, among
others. The Trust will not hold or trade in commodity futures contracts regulated by the Commodity Exchange Act, as administered
by the CFTC. Furthermore, the Trust is not a commodity pool for purposes of the Commodity Exchange Act, and neither the Sponsors
nor the Trustee are subject to regulation by the CFTC as commodity pool operators, or commodity trading advisors, in connection
with the shares. Therefore, investors will not have the regulatory protections provided to investors in instruments or commodity
pools regulated by the Commodity Exchange Act.
24
The Trust may be required to terminate
and liquidate at a time that is disadvantageous to investors.
If the Trust is required
to terminate and liquidate, such termination and liquidation could occur at a time that is disadvantageous to investors, such as
when gold prices are lower than the gold prices at the time when investors purchased their shares. In such a case, the Trust's
gold may be sold as part of the Trust's liquidation and the resulting proceeds distributed to investors will be less than
if gold prices were higher at the time of the sale.
Although the relationship between
the Custodian and the Trustee concerning the custody of the Trust's gold is expressly governed by U.K. law, a court hearing
any legal dispute concerning that arrangement may disregard that choice of law and apply U.S. law, in which case the ability of
the Trust to seek legal redress against the Custodian may be frustrated.
The obligations of
the Custodian under the Custody Agreement are governed by U.K. law. The Trust is a New York common law trust. Any United States,
New York or other court situated in the United States may have difficulty interpreting U.K. law (which, insofar as it relates to
custody arrangements, is largely derived from court rulings rather than statute), LBMA rules or the customs and practices in the
London custody market. It may be difficult or impossible for the Trust to sue the Custodian in a United States, New York or other
court situated in the United States. In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce
in a foreign court a judgment rendered by a United States, New York or other court situated in the United States.
Investors and Authorized Participants
lack the right under the Custody Agreement to assert claims directly against the Custodian, which significantly limits their options
for recourse.
Neither the investors
nor any Authorized Participant will have a right under the Custody Agreement to assert a claim of the Trustee against the Custodian.
Claims under the Custody Agreement may only be asserted by the Trustee on behalf of the Trust.
The Trust relies on the Custodian
for the safekeeping of essentially all of the Trust's gold. As a result, failure by the Custodian to exercise due care in
the safekeeping of the Trust's gold could result in a loss to the Trust.
The Trust will be reliant
on the Custodian for the safekeeping of essentially all of the Trust's gold. The Trustee is not liable for the acts or omissions
of the Custodian. The Trustee has no obligation to monitor the activities of the Custodian other than to receive and review reports
prepared by the Custodian pursuant to the Custody Agreement. In addition, the ability of the Administrative Sponsor to monitor
the performance of the Custodian may be limited because under the Custody Agreement the Trustee and the Administrative Sponsor
and any accountants or other inspectors selected by the Administrative Sponsor have only limited rights to visit the premises of
the Custodian for the purpose of examining the Trust's gold and certain related records maintained by the Custodian. As a
result of the above, any failure by the Custodian to exercise due care in the safekeeping of the Trust's gold may not be
detectable or controllable by the Trustee and could result in a loss to the Trust. However, the Trust would have the ability to
file a claim to recover any such loss from the government of Western Australia under the terms of the Government Guarantee.
25
If the Custodian becomes insolvent,
the Trust would be an unsecured creditor, and the Custodian's assets, and the assets of the Government of Western Australia
under the Government Guarantee, may not be adequate to satisfy a claim by the Trust or any Authorized Participant.
In the event the Custodian
becomes insolvent, the Custodian's assets might not be adequate to satisfy a claim by the Trust or the Authorized Participant
for the amount of gold held in their respective unallocated gold accounts. Although gold held by the Custodian for the benefit
of the Trust, and all moneys payable by the Custodian, is subject to the Government Guarantee, and there is no dollar limit or
similar restriction with respect to the Trust's ability to enforce the Government Guarantee against the Government of Western
Australia, there is also a risk that, in certain instances, the Government of Western Australia may not be able to satisfy the
Government Guarantee, for instance if the solvency of the Government of Western Australia is inadequate after recourse to insurers
and others have been exhausted.
In issuing Baskets, the Trustee will
rely on certain information received from the Custodian that is subject to confirmation after the Trustee has relied on the information.
If such information turns out to be incorrect, Baskets may be issued in exchange for an amount of gold that is more or less than
the amount of gold required to be deposited with the Trust.
The Custodian's
definitive records are prepared after the close of its business day. However, when issuing Baskets, the Trustee will rely on information
reporting the amount of gold credited to the Trust's accounts that it receives from the Custodian during the business day
and that is subject to correction during the preparation of the Custodian's definitive records after the close of business.
If the information relied upon by the Trustee is incorrect, the amount of gold actually received by the Trust may be more or less
than the amount required to be deposited for the issuance of Baskets.
The amount of gold represented by
each share will decrease when the Custodial Sponsor Fee is paid in gold and when the Trustee sells the Trust's gold to pay
Trust expenses (in the unlikely event that Trust expenses are paid by the Trust directly). Without increases in the price of gold
sufficient to compensate for that decrease, the price of the shares will also decline and you will lose money on your investment
in shares.
Although the Custodial
Sponsor has agreed to assume organizational, ordinary administrative and marketing expenses incurred by the Trust, not all Trust
expenses will be assumed by the Custodial Sponsor. For example, most taxes and other governmental charges that may be imposed on
the Trust's property will not be paid by the Custodial Sponsor. As part of its agreement to assume some of the Trust's
ordinary administrative expenses, the Custodial Sponsor has agreed to pay routine legal fees and expenses of the Trust.
26
The Custodial Sponsor
intends to accept gold for the Custodial Sponsor Fee and reimbursement of expenses not assumed by the Custodial Sponsor. However,
the Trust may be subject to certain other liabilities (for example, as a result of litigation) that have not been assumed by a
Sponsor. The Trust will sell gold to pay those expenses, unless a Sponsor agrees to pay such expenses out of its own pocket and
receive reimbursement from the Trust.
To the extent the Trust
pays the Custodial Sponsor Fee in gold or sells gold to cover expenses or liabilities, the amount of gold represented by each share
will decrease. New deposits of gold, received in exchange for new shares issued by the Trust, would not reverse this trend. A decrease
in the amount of gold represented by each share results in a decrease in the price of a share even if the price of gold has not
changed. To retain the share's original price, the price of gold would have to increase. Without that increase, the lesser
amount of gold represented by the share will have a correspondingly lower price. If these increases do not occur, or are not sufficient
to counter the lesser amount of gold represented by each share, you will sustain losses on your investment in shares. For example,
assuming the Trust has not incurred fees or expenses in excess of the amount the Custodial Sponsor has agreed to bear and the shares
trade at the same price as the Trust's Net Asset Value, the price of the gold represented by your shares would need to increase
by the amount of the Custodial Sponsor Fee between the date of your purchase and one year later so that your shares would have
the same value on both dates, not including any transaction costs you may incur to purchase your shares. The Custodial Sponsor
Fee is currently 0.18% of the Net Asset Value of the Trust. As such, the value of the gold represented by a share would need to
increase by at least 0.18% at the end of the first year to equal the share's initial selling price.
The value of the shares will be adversely
affected if the Trust is required to indemnify the Sponsors, the Trustee or the Custodian as contemplated in the Trust Agreement
and the Custody Agreement.
Under the Trust Agreement,
each of the Sponsors 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 or willful malfeasance on its part or reckless disregard of its obligations under
the Trust Agreement. Similarly, the Custody Agreement provides for indemnification of the Custodian by the Trust under certain
circumstances. That means that it may be necessary to sell assets of the Trust to cover losses or liability suffered by a Sponsor,
the Trustee or the Custodian. Any sale of that kind would reduce the Net Asset Value of the Trust and the value of the shares.
27
USE OF PROCEEDS
Proceeds received by
the Trust from the issuance and sale of Baskets consist of gold deposits. Such deposits are held by the Custodian on behalf of
the Trust until (1) distributed to Authorized Participants in connection with redemptions of Baskets, (2) transferred to pay the
Custodial Sponsor Fee or (3) sold to pay Trust expenses and liabilities not assumed by the Custodial Sponsor. See "Description
of the Trust—Trust Expenses."
28
THE GOLD INDUSTRY
Gold Supply and Demand
Two unique qualities
of gold set it apart from other commodities: (i) gold (whether coin, jewelry or bullion) can be stored in a vault at low cost and
not deteriorate; and (ii) gold can be used as a store of value. From its original use in jewelry and decorative arts to its later
role as a standard trading medium and storage of value, gold has been instrumental in the historical development of the world's
economies and exchange systems. Today, gold remains a key component of many countries' official reserves and has retained
its importance within jewelry making. Along with its aesthetic attributes and scarcity, gold exhibits desirable physical characteristics
as a trading medium: great malleability and durability. Gold is an easy metal to work with—it is often discovered in a virtually
pure and workable state, making it easy to be melted, processed, and formed into standardized shapes. As a unit of value, gold
therefore displays high levels of portability and measurability. Moreover, as compared to other perishable commodities that have
historically been used as mediums of exchange (i.e., cattle, furs and tobacco), gold is much more durable; in addition to its malleability,
gold is resistant to corrosion and tarnish, allowing gold to retain an intrinsically stable value. The table below summarizes the
world gold supply and demand from 2013-2017 and is based on information reported in Gold Focus 2018.
Tonnes
2013
2014
2015
2016
2017
SUPPLY
Mine Production
3,075
3,150
3,216
3,275
3,292
Old Scrap
1,255
1,194
1,129
1,291
1,167
Net Hedging Supply
—
105
13
33
—
Total Supply
4,330
4,448
4,358
4,599
4,458
DEMAND
Jewelry Fabrication
2,749
2,526
2,460
1,999
2,143
Industrial Demand
350
349
332
323
333
Net Physical Investment
1,717
1,058
1,072
1,063
1,035
Net Hedging Demand
25
—
—
—
26
Net Central Bank Buying
646
584
577
390
374
Total Demand
5,487
4,517
4,440
3,775
3,911
Market Balance
(1,157
)
(68
)
(83
)
824
548
Net Investment in ETPs
(912
)
(184
)
(125
)
547
203
Market Balance less ETPs
(245
)
116
42
277
345
Gold Price (US$/oz, London)
1,411
1,266
1,160
1,251
1,257
Source:
Gold Focus 2018
Totals may not add due to independent rounding.
Net producer hedging is the change in the physical market impact of mining companies' gold loans, forwards and options positions.
29
According to the data
above, gold supply averaged 4,439 tonnes (t) per year between 2013 and 2017. The largest portion of gold supplied to the market
is from mine production, which averaged approximately 3,202t per year from 2013 through 2017. The second largest source of annual
gold supply is recycling gold, which is gold that has been recovered from jewelry and other fabricated products and converted back
into marketable gold. Recycled gold averaged approximately 1,207t annually between 2013 through 2017.
According to the data
above, gold demand averaged 4,426t per year between 2013 and 2017. Gold demand generally comes from four sources: jewelry, industry
(including medical applications), investment and the official sector (including central banks and supranational organizations).
The largest source of demand comes from jewelry fabrication, which accounted for approximately 54% of the identifiable demand from
2013 through 2017 followed by net physical investment, which represents identifiable investment demand, which accounted for approximately
27%.
Central bank purchases
averaged 514t during the same period. The prominence given by market commentators to this activity coupled with the total amount
of gold held by the official sector has resulted in this area being one of the more visible shifts in the gold market.
Historical Price of Gold
The price of gold is
volatile and its fluctuations are expected to have a direct impact on the value of the Trust's price per share. However,
movements in the price of gold in the past, and any past or present trends, are not a reliable indicator of future movements.
Movements in the price
of gold may be influenced by various factors, including economic concerns, announcements from central banks regarding a country's
reserve gold holdings, fluctuations in the value of the U.S. dollar and global political uncertainty.
The following chart
illustrates the changes in the price of gold in U.S. dollars per ounce over the period from June 1992 through December 2018. The
price of gold in the chart is based on the London AM Gold Fix and the LBMA Gold Price AM. The LBMA Gold Price replaced the previously
established London Gold Fix on March 20, 2015.
Source: LBMA
30
Allocated and Unallocated Gold
Allocated gold is stored
in a vault under a custody arrangement, and the individual bars are the property of the owner. An allocated gold account is evidence
that uniquely identifiable gold has been "allocated" to the customer and is segregated from other metal held in the
custodian's vault. When held in this fashion, a customer has an indefeasible title to the gold held in the allocated account.
An allocated account should not entail any credit risk exposure to a custodian.
Unallocated gold is
also held with a custodian. However, unlike gold held in an allocated account, gold in an unallocated account does not entitle
the customer to a particular gold bar and the customer's holding is not segregated from that of other customers or the custodian.
Instead, the books and records of the custodian record that the customer is entitled to a specific number of ounces of fine gold.
As the gold is not segregated, the customer may have a credit risk exposure to the custodian.
Allocated and unallocated
gold held by the Custodian for the benefit of the Trust is covered by the Government Guarantee, which provides that the payment
of the cash equivalent of gold due, payable and deliverable by the Custodian under the Gold Corporation Act and all moneys due
and payable by the Custodian is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the State of Western
Australia. The Government Guarantee will apply to the Trust's allocated and unallocated gold for so long as the Custodian
(or a Sub-Custodian acting on the Custodian's behalf) holds such gold for the benefit of the Trust. In the event that gold
held by the Trust is lost, damaged, or stolen and the Custodian needs to rely on the Government Guarantee to satisfy its obligations
with respect to the Trust, the Custodian will purchase on the open market the required amount of gold needed to meet its obligations,
which amount shall be determined by the Custodian pursuant to the terms of the Trust Agreement. The Custodian will then request
funds from the Government of Western Australia to pay for the purchase (in other words, request the "cash equivalent"
of gold due). In this way, cash is converted into gold so that the Custodian can meet its legal delivery obligations with respect
to the Trust.
Global Over-the-Counter Market for Gold
The global trade in
gold consists of over-the-counter, or OTC, transactions in spot, forwards, and options and other derivatives, together with exchange-traded
futures and options. The OTC market trades on a continuous basis and accounts for most global gold trading. Market makers and participants
in the OTC market trade with each other and their clients on a principal-to-principal basis. All risks and issues of credit are
between the parties directly involved in a specific transaction. The three products relevant to the LBMA are spot (S) contracts,
forward (F) contracts and options (O) contracts. A "spot contract" is a contract to buy or sell gold typically on or
before two Business Days following the date of the execution of the contract. A "forward contract" is an agreement
to buy or sell gold at a future date beyond the spot date at a price set at the time of the contract. An "option contract"
is an agreement that conveys to the purchaser the right, but not the obligation, to buy or sell a quantity of gold at a predetermined
rate during a period or at a time in the future. There are thirteen LBMA Market Makers who provide the service in one, two or all
three products. Of the thirteen LBMA Market Makers, there are five Full Market Makers and eight Market Makers. The five Full Market
Makers quoting prices in all three products are: Citibank N A, Goldman Sachs, HSBC Bank, JP Morgan Chase Bank and UBS. The eight
LBMA Market Makers who provide two-way pricing in either one or two products are: ICBC Standard Bank (S), Merrill Lynch International
(S, O), Morgan Stanley & Co International (S, O), Societe Generale (S), Standard Chartered Bank (S, O), Bank of Nova Scotia
-ScotiaMocatta (S, F), Toronto-Dominion Bank (F) and BNP Paribas SA (F).
31
The OTC market provides
a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors. Bullion dealers customize
transactions to meet their clients' requirements. The OTC market has no formal structure and no open-outcry meeting place.
The main centers of
the OTC market are London, New York and Zurich. Mining companies, central banks, manufacturers of jewelry and industrial products,
together with investors and speculators, tend to transact their business through one of these centers. Centers such as Dubai and
several cities in the Far East also transact substantial OTC market business. Bullion dealers have offices around the world and
most of the world's major bullion dealers are either members or associate members of the LBMA.
In the OTC market,
the standard size of gold trades ranges between 5,000 and 10,000 ounces. Bid-offer spreads are typically $0.50 per ounce. Transaction
costs in the OTC market are negotiable between the parties and therefore vary widely, with some dealers willing to offer clients
competitive prices for larger volumes, although this will vary according to the dealer, the client and market conditions. Cost
indicators can be obtained from various information service providers, as well as dealers.
Liquidity in the OTC
market can vary from time to time during the course of the 24-hour trading day. Fluctuations in liquidity are reflected in adjustments
to dealing spreads—the difference between a dealer's "buy" and "sell" prices. The period of
greatest liquidity in the gold market generally occurs at the time of day when trading in the European time zones overlaps with
trading in the United States, which is when OTC market trading in London, New York and other centers coincides with futures and
options trading on the New York Commodities Exchange (an affiliate of the Chicago Mercantile Exchange, Inc.).
The London Bullion Market Association (LBMA)
The LBMA is a trade
association that, among other duties, maintains and publishes "Good Delivery" lists that establish a set of criteria
that a refiner and its gold must satisfy before being accepted for trading. Although the market for Physical Gold is distributed
globally, most over-the-counter market trades are cleared through London. The LBMA coordinates the market for gold and acts as
the principal point of contact between the market and its regulators.
A primary function
of the LBMA is its involvement in the promotion of refining standards by maintenance of the "London Good Delivery Lists,"
which are the lists of LBMA-accredited melters and assayers of gold as well as the specifications to which a bar/ingot must adhere.
The LBMA also coordinates market clearing and vaulting, and promotes good trading practices.
"Good Delivery"
is a list of specifications a bar or ingot must meet to trade on the London gold markets. The standards for gold bars meeting the
"London Good Delivery Lists" are published in LBMA's "The Good Delivery Rules for Gold and Silver Bars."
32
Gold is usually traded
on the London market on a loco London basis. This means the gold is physically held in vaults in London or is transferred into
accounts established in London. Payment upon settlement and delivery of a loco London spot trade is usually in US dollars, two
business days after the trade date. Delivery of the gold is either by physical delivery or through the LBMA clearing system to
an unallocated account.
Gold Trading Unit
The trading unit for
gold is one fine troy ounce ("fine" meaning metal, that is, the actual gold content based on 100 percent purity). The
conversion factors between troy ounces and metric used by the LBMA are: one troy ounce equals 31.1034768 grams and one kilogram
equals 32.1507465 troy ounces.
LBMA Price Auctions
The London market provides
a metal pricing service whereby the "LBMA Gold price" is intended to represent the matching of orders from customers
throughout the world. The LBMA Gold price auction takes place twice daily by ICE Benchmark Administration (IBA) at 10:30 a.m. and
3:00 p.m. London time with the price set in US dollars per fine troy ounce. Under licensing arrangements introduced by the IBA
the price is displayed on the LBMA's website with a 30-minute delay.
Futures Exchanges
Although the Trust
does not invest in gold futures, information about the gold futures market is relevant as such markets are a source of liquidity
for the overall market for gold and impact the price of gold.
The major futures and
options exchanges include the New York Commodities Exchange, the Multi Commodity Exchange of India, the Tokyo Commodities Exchange,
and the Shanghai Futures Exchange. Other leading exchanges for gold derivatives trading include NYSE Liffe and Dubai Gold &
Commodities Exchange. Gold futures and options are traded on these exchanges in standardized transaction sizes and delivery dates.
Only a small portion of the gold futures market turnover is typically physically delivered.
Over recent years,
China has become an important source of gold demand and its futures markets have grown. Gold futures contracts are traded on the
Shanghai Futures Exchange and the Shanghai Gold Exchange.
33
THE PERTH MINT
Gold Corporation, the
Trust's Custodial Sponsor and Custodian, was empowered to take over the operations of The Perth Mint to mint and market gold,
silver and platinum Australian legal tender coinage to investors and collectors worldwide.
For over a century,
The Perth Mint has produced high purity gold and silver bullion and minted fine coins and bullion bars. The Perth Mint is owned
by the Western Australian Government and operated by Gold Corporation (a Western Australian statutory body corporate). The Perth
Mint provides precious metal investment and storage solutions to more than 30,000 investors in over 130 countries and is a trusted
supplier and trader of precious metal investment products to some of the world's leading companies.
The Perth Mint is much
more than a traditional mint. As a vertically integrated precious metals business, it offers its services throughout the entire
precious metals value chain. The Perth Mint's breadth of services and global reach means it can develop and nurture markets
for precious metals. With a reputation built on more than a century of refining and minting excellence, the mark of The Perth Mint
stands as a seal of quality and assurance.
The Perth Mint Facts:
●
100% owned by the Western Australian Government and operating under a legislated Western Australian
government guarantee contained within the Gold Corporation Act. There is no dollar limit or similar restriction with respect to
the Trust's ability to enforce the guarantee against the Government of Western Australia.
●
The only LBMA accredited gold and silver refinery in Australia.
●
The Perth Mint's investment bars are internationally acceptable and tradeable, with The Perth
Mint being one of only a few global refiners accredited by all five of the world's major gold exchanges.
●
Australia is the world's second largest producer of newly mined gold (approximately 295 tonnes
per annum) and is the world's largest exporter of newly-mined gold. The Perth Mint refined approximately 95% of Australia's
gold production in fiscal year 2016, a total of approximately 275 tonnes of gold.
●
Operates the largest refinery by volume and the largest bullion vault in the southern hemisphere.
●
Licensed to produce legal tender coins (16.22 million coins, medallions and minted bars sold in
2015-16).
●
The Perth Mint's well-established Western Australian Government guaranteed Depository provides
precious metals storage services to central banks, pension funds, corporate and private clients located throughout the world.
●
The Perth Mint's legal tender coins, medallions and minted bars are recognized for their
quality and design.
●
The Perth Mint offers a variety of gold products. Current examples of products available from
                                                                   The Perth Mint include London bars, 1 oz. Australian bars, 1 oz. Australian Kangaroo Coins and 1 kg 99.99% bars.
34
BUSINESS OF THE TRUST
The activities of the
Trust are limited to: (1) issuing Baskets in exchange for the gold deposited by Authorized Participants with the Custodian for
safekeeping; (2) delivering gold in exchange for Baskets surrendered by Authorized Participants for redemption; (3) transferring
gold to the Custodial Sponsor to pay the Custodial Sponsor Fee and reimburse the Custodial Sponsor for expenses that the Custodial
Sponsor has paid on the Trust's behalf; and (4) selling gold as needed to pay Trust expenses not assumed by the Custodial
Sponsor.
Trust Objectives
The Trust's primary
objective is to provide investors with an opportunity to invest in gold through its shares, and have the gold securely stored by
Gold Corporation, who serves as the Custodial Sponsor and Custodian. Another objective of the Trust is for the shares to reflect
the performance of the price of gold less the expenses of the Trust's operations. Each share represents a fractional undivided
beneficial interest in the Trust's net assets. An investment in Physical Gold may require expensive and sometimes complicated
arrangements in connection with the transportation, storing and insurance of the gold. The Trust provides investors with a convenient
and cost efficient way to buy and hold gold through an exchange traded security. Further, Gold Corporation separately provides
an option to take delivery of Physical Gold. Although owning shares will not be the exact equivalent of an investment in gold,
such shares provide investors with an alternative that allows a level of participation in the gold market through the securities
market.
The Trust's Structure
To meet its investment
objectives and provide investors with an opportunity to invest in gold through the shares and to permit Authorized Participants
to take delivery of Physical Gold in exchange for their shares, the Sponsors have structured the Trust as follows:
Maintaining Allocated
Gold
. The Trust holds its Physical Gold in allocated form in the Trust Allocated Metal Account with the Custodian. The Trust
Allocated Metal Account will be used to hold Physical Gold deposited with the Trust. The Physical Gold is held in a segregated
fashion in the name of the Trust, not commingled with other depositor funds or assets. The Trust has full title to the gold with
the Custodian holding it on the Trust's behalf. Each investor owns a pro-rata share of the Trust, and as such holds pro-rata
ownership of the Trust assets, corresponding to the number of shares held. Trust holdings are identified and published on the Trust's
website showing the unique bar number, gross weight, the assay or fineness of each bar and its fine weight or debits to the holding
will be effected by physical movements of bars to or from the Trust's physical holding. The Trust's gold holdings are
subject to periodic audits.
Minimizing the Use
of Unallocated Gold
. The Trust will need unallocated gold to facilitate transactions with Authorized Participants and to pay
Trust expenses not assumed by the Custodial Sponsor, if any. The Custodian only will accept a delivery of gold in exchange for
a Basket if it believes it can promptly convert the gold to allocated gold. The Custodian allocates, or causes to allocate, ownership
of gold to the credit of the Trust Allocated Metal Account such that no amount of gold remains to the benefit of the Trust Unallocated
Metal Account at the Custodian's close of business on each Business Day. In the event that the Custodian is unable to fully
effect such allocation by such time due to reasons outside of its or its Sub-Custodian's control, the Custodian will use
reasonable efforts to cause such allocation as soon as possible. In order to ensure that all gold deposited into the Trust is fully
allocated into Physical Gold, the Trust may from time to time borrow no more than 430 fine ounces from the Custodian pursuant to
the terms of the Custody Agreement. Additionally, to the extent that the Custodian is permitted to substitute other Physical Gold
for Physical Gold held in the Trust Allocated Metal Account pursuant to the Custody Agreement and such substitution results in
the total number of Fine Ounces of Physical Gold held in the Trust Allocated Metal Account exceeding the total number of Fine Ounces
of Physical Gold held in the Trust Allocated Metal Account immediately prior to such substitution, the Trust may borrow an amount
of Fine Ounces equal to the amount of the excess number of Fine Ounces resulting from such substitution, with such borrowed amount
of Fine Ounces to be recorded as a corresponding amount due to the Custodian in the Trust Unallocated Metal Account, in accordance
with the Custody Agreement.
35
Minimizing Cash
Holdings
. The Trust is committed to minimizing the use of cash, keeping essentially all assets of the Trust in gold. To achieve
this, the Custodial Sponsor is paid a fee in gold rather than cash and has agreed to assume certain of the Trust's ordinary
expenses. The Trust will not normally hold cash, or any other assets besides gold.
Government Guarantee
.
The Government Guarantee applies to all gold held by the Custodian or a Sub-Custodian, whether in the Trust Allocated Metal Account,
the Trust Unallocated Metal Account, the GC Metal Account or in a Customer Account, for the benefit of the Trust or an investor
who is Gold Corporation's direct customer.
Transactions with
Authorized Participants
. By allowing Authorized Participants to directly issue and redeem Baskets with the Trust, Authorized
Participants may be able to take advantage of price discrepancies between the Trust's underlying gold holdings and the value
of the shares. As a result of this incentive provided to Authorized Participants, the value of the shares may reflect the performance
of the price of gold.
Easily Accessible
and Relatively Cost Efficient
. The shares offer an investment that is easily accessible and relatively cost efficient. Investors
can access the gold market through a traditional brokerage account. The Sponsors believe that investors will be able to more effectively
implement strategic and tactical asset allocation strategies that use gold by using the shares instead of using the traditional
means of purchasing, trading and holding gold. Transaction costs related to the shares may also be lower than those associated
with the purchase, storage and insurance of Physical Gold.
Exchange Traded
and Transparent
. The shares trade on the NYSE Arca under the symbol "AAAU" and provide investors with an efficient
means to implement various investment strategies. The Trust does not hold or employ any derivatives and the shares are backed by
the assets of the Trust. Furthermore, the value of the Trust's holdings are reported on the Trust's website daily.
Minimal Credit Risk
.
The shares represent an interest in Physical Gold owned by the Trust and held in physical custody at the Custodian. Physical gold
of the Trust is not subject to borrowing arrangements with third parties. Other than the gold temporarily being held in unallocated
form to facilitate the redemptions by Authorized Participants, the exchange of gold for different specifications and the payment
of Trust expenses not assumed by the Custodial Sponsor, if any, the Trust's gold is not subject to counterparty or credit
risks. The gold is held in the form of Physical Gold, which is allocated to the Trust Allocated Metal Account and held in the Trust's
name by the Custodian. This contrasts with other financial products that gain exposure to gold through the use of derivatives or
hold unallocated gold that may be subject to counterparty and credit risks. Any gold held in an unallocated form by the Trust is
covered by the Government Guarantee.
Secondary Market Trading
The shares may trade
in the secondary market on the NYSE Arca at prices that are lower or higher relative to their Net Asset Value per share. The amount
of the discount or premium in the trading price relative to the Net Asset Value per share may be influenced by non-concurrent trading
hours between the NYSE Arca and the COMEX, London and Zurich. While the shares trade on the NYSE Arca until 4:00 p.m. New York
City time, liquidity in the global gold market may be reduced after the close of the major world gold markets, including London,
Zurich and COMEX, usually at 1:30 p.m. New York City time. As a result, during this time, trading spreads and the resulting premium
or discount on the shares may widen.
Legal Proceedings
The Trust is not aware
of any existing or pending legal proceedings against it, nor is it involved as a plaintiff in any proceeding or pending litigation.
36
CREATION AND REDEMPTION OF SHARES BY
AUTHORIZED PARTICIPANTS
The Trust issues and
redeems Baskets only to Authorized Participants. The creation and redemption of Baskets will only be 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 will be based on the combined Fine Ounces represented by 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. A Basket consists of at least 25,000
shares.
Only Authorized Participants
may place orders to create and redeem Baskets. The Authorized Participant Agreement provides the procedures for the creation and
redemption of Baskets and for the delivery of the gold required for such creations and redemptions. The Authorized Participant
Agreement and the related procedures attached thereto may be amended by the Trustee and the Administrative Sponsor without the
consent of any investor or Authorized Participant. A transaction fee of $500 will be assessed on all creation and redemption transactions
and paid to the Trustee. This transaction fee can be waived at the Administrative Sponsor's discretion. Multiple Baskets
may be created on the same day, provided each Basket meets the requirements described below.
Authorized Participants
who make deposits with the Trust in exchange for Baskets will receive no fees, commissions or other form of compensation or inducement
of any kind from either a Sponsor or the Trust, and no such person has any obligation or responsibility to a 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 that would
render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act,
as described in "Plan of Distribution."
Prior to initiating
any creation or redemption order, an Authorized Participant must have an agreement with the Custodian establishing an unallocated
gold account directly with the Custodian or have an existing unallocated gold account with another LBMA-member custodian identified
by the Authorized Participant to the Custodian and the Trustee. Gold held in Authorized Participants' unallocated accounts
is typically not segregated from the custodian's assets. As a result, an Authorized Participant establishing an unallocated
account will have no proprietary interest in any specific bars of gold held by the applicable custodian. Therefore, credits to
such an unallocated account are at risk of such custodian's insolvency, provided, however, that Gold held in an unallocated
account with Gold Corporation as the Custodian is subject to the Government Guarantee.
Certain Authorized
Participants are expected to have the ability to participate directly in the gold bullion market and the gold futures market. 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 will be registered as a broker-dealer under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and regulated by FINRA or will be exempt from being or otherwise will
not be required to be so regulated or registered, and will 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 will be regulated under federal and state banking
laws and regulations. Each Authorized Participant will have its own set of rules and procedures, internal controls and information
barriers as it determines is appropriate in light of its own regulatory regime.
37
Authorized Participants
may act for their own accounts or as agents for broker-dealers, custodians and other securities market participants that wish to
create or redeem Baskets. An order for one or more Baskets may be placed by an Authorized Participant on behalf of multiple clients.
As of the date of this Prospectus, Virtu Financial BD, LLC has signed an Authorized Participant Agreement with the Administrative
Sponsor and the Trustee, and may create and redeem Baskets as described above. Persons interested in purchasing Baskets may contact
the Administrative Sponsor or the Trustee to obtain the contact information for the Authorized Participants.
Gold is delivered to
the Trust and distributed by the Trust through credits and debits between Authorized Participants' accounts, the GC Metal
Account, the Trust Unallocated Metal Account and the Trust Allocated Metal Account. When the Trustee requests creation of a basket
at an Authorized Participant's request, the Authorized Participant will then transfer gold to the Authorized Participant's
unallocated metal account, if maintained with Gold Corporation, or if maintained with a LBMA gold clearing bank, to the GC Metal
Account. On the same business day, the Custodian will transfer the gold from the Authorized Participant's account with Gold
Corporation or the GC Metal Account, as applicable, to the Trust Unallocated Metal Account and then allocate the gold to the Trust
Allocated Metal Account where it will be stored for safekeeping. Once gold has been accepted by the Custodian, the Custodian bears
the risk of loss. Once gold has been released by the Custodian for delivery to an Authorized Participant, the Authorized Participant
bears the risk of loss.
All gold represented
by a credit to any Authorized Participant's unallocated account represents a right to receive Fine Ounces of gold. London
Bars must conform to London Good Delivery Standards.
Under the Authorized
Participant Agreement, the Administrative Sponsor has agreed to indemnify the Authorized Participants against certain liabilities,
including liabilities under the Securities Act.
The following description
of the procedures for the creation and redemption of Baskets is only a summary and an investor should refer to the relevant provisions
of the Trust Agreement and the form of Authorized Participant Agreement for more detail, each of which is attached as an exhibit
to the registration statement of which this Prospectus is a part. See "Where You Can Find More Information" for information
about where you can obtain the registration statement.
Creation Procedures – Authorized
Participants
On any business day,
an Authorized Participant may place an order with the Trustee to create one or more Baskets. For purposes of processing both purchase
and redemption orders, a "business day" means any day other than a day: (1) when the NYSE Arca is closed for regular
trading; or (2) if the order or other transaction requires the receipt or delivery, or the confirmation of receipt or delivery,
of gold in the United Kingdom, Western Australia or in some other jurisdiction on a particular day, (A) when banks are authorized
to close in the United Kingdom, Western Australia or in such other jurisdiction or when the London gold market is closed or (B)
when banks in the United Kingdom, Western Australia or in such other jurisdiction are, or the London gold market is, not open for
a full business day and the order or other transaction requires the execution or completion of procedures which cannot be executed
or completed by the close of the business day. Purchase orders must be placed prior to the Order Cutoff Time on any business day.
The day on which the Trustee receives a valid purchase order is the purchase order date.
38
By placing a purchase
order, an Authorized Participant agrees to deposit gold with the Trust, as described below. Prior to the delivery of Baskets for
a purchase order, the Authorized Participant also must have wired to the Trustee the amount of the applicable transaction fees
and expenses due for the purchase order, including the Trustee's fee and all taxes, governmental charges and fees payable
in connection with such deposit, the transfer of gold and the issuance and delivery of shares.
Determination of
Required Deposits
The Trustee shall determine
the Basket Gold Amount for each Business Day, and each such determination thereof and the Trustee's resolution of questions
concerning the composition of the Basket Gold Amount shall be final and binding on all persons interested in the Trust. The initial
Basket Gold Amount was 500 Fine Ounces of gold. After the initial deposit of gold into the Trust, the Basket Gold Amount for each
Business Day shall be an amount of gold equal to:
(a) minus (b)
(c) divided by (d)
Where:
(a) =
the total number of Fine Ounces of gold held in the Trust as of the opening of business on such
Business Day
(b) =
the number of Fine Ounces of gold equal in value to the Trust's unpaid expense accrual as
of the opening of business on such Business Day
(c) =
the total number of Shares outstanding as of the opening of business on such Business Day
(d) =
25,000 (or other number of Shares in a Basket for such
Business Day)
Fractions of a Fine
Ounce of gold included in the Basket gold Amount smaller than 0.001 Fine Ounces shall be disregarded. The Custodial Sponsor shall
publish, or shall designate the Administrative Sponsor or other persons to publish, for each Business Day, the Basket Gold Amount.
39
Delivery of Required
Deposits
An Authorized Participant
who places a purchase order is responsible for crediting its account, if held at the Custodian, with the required gold deposit
amount and, if the Authorized Participant does not maintain its account with the Custodian, causing the required gold deposit to
be transferred to the Custodian, by 8:00 a.m. London time on the second business day following the purchase order date. No shares
are issued unless and until the Custodian has informed the Trustee that it has credited to the Trust the corresponding amount of
gold. Upon transfer of the gold deposit amount to the Trust, the Trustee will direct DTC to credit the number of Baskets ordered
to the Authorized Participant's DTC account. The expense and risk of delivery, ownership and safekeeping of gold, until such
gold has been received by the Custodian on behalf of the Trust, shall be borne solely by the Authorized Participant.
Rejection of Purchase
Orders
The Trustee may, and
upon direction of a Sponsor shall, reject a gold deposit at any time (i) when the Trustee's transfer books are closed, (ii)
if the Custodian has informed the Trustee and the Administrative Sponsor that it is unable to allocate gold to the Trust Allocated
Metal Account, or (iii) if any such action is deemed necessary or advisable by the Custodial Sponsor, for any reason in its sole
discretion at any time or from time to time, but only after consulting with the Administrative Sponsor. Neither the Trustee nor
a Sponsor will be liable for the rejection of any purchase order or gold deposit.
Redemption Procedures – Authorized
Participants
The procedures by which
an Authorized Participant can redeem one or more Baskets mirrors the procedures for the creation of Baskets. On any business day,
an Authorized Participant may place an order with the Trustee to redeem one or more Baskets. Redemption orders must be placed prior
to the Order Cutoff Time on each business day the NYSE Arca is open for regular trading. A redemption order so received is effective
on the date it is received in satisfactory form by the Trustee. The redemption procedures allow only Authorized Participants to
redeem Baskets. An investor may not redeem Baskets other than through an Authorized Participant.
By placing a redemption
order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC's book-entry system to the Trust
no later than the second business day following the effective date of the redemption order. Prior to the delivery of the redemption
distribution for a redemption order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction
fee due for the redemption order.
The redemption distribution
from the Trust consists of a credit to the redeeming Authorized Participant's account representing the amount of the gold
held by the Trust evidenced by the shares being redeemed as of the date of the redemption order. Fractions of a Fine Ounce included
in the redemption distribution smaller than 0.001 of a Fine Ounce are disregarded. A redeeming Authorized Participant is responsible
for any applicable tax, fees or other governmental charge that may be due, as well as any charges or fees in connection with the
transfer of gold and the issuance and delivery of shares, and any expense associated with the delivery of gold other than by credit
to an Authorized Participant's unallocated account with the Custodian or another LBMA-member clearing bank.
40
Delivery of Redemption
Distribution
The redemption distribution
due from the Trust is delivered to the Authorized Participant on the third business day following the redemption order date if,
by 9:00 a.m. New York City time on the second business day following the redemption order date, the Trustee's DTC account
has been credited with the Baskets to be redeemed.
The Custodian will
arrange for the redemption amount in gold to be transferred from the Trust Allocated Metal Account to the Trust Unallocated Metal
Account, and, ultimately, to the redeeming Authorized Participant's account. With respect to a redemption order provided
in the ordinary course, the Custodian shall deliver unallocated gold to the account indicated by the redeeming Authorized Participant
in its redemption order on the third business day following the order date, unless a different business day is expressly agreed
to by the parties at the time of the transaction.
Suspension or Rejection
of Redemption Orders
The Trustee may, in
its discretion, and will when directed by the Custodial Sponsor, suspend the right of redemption, or postpone the redemption settlement
date or reject a particular redemption order (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, (2) for any period during which an emergency exists
as a result of which delivery, disposal or evaluation of gold is not reasonably practicable, or (3) for such other period as the
Sponsors determine to be necessary for protection of registered owners of shares. Neither a Sponsor nor the Trustee will be liable
to any person or in any way for any loss or damages that may result from any such suspension, postponement or rejection.
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 Sponsors.
Tax Responsibility
Authorized Participants
are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge
applicable to the creation or redemption of Baskets and delivery and receipt of gold pursuant thereto regardless of whether such
tax or charge is imposed directly on the Authorized Participant. By placing a purchase order or redemption order, an Authorized
Participant agrees to indemnify the Sponsors, the Trustee and the Trust if any of them is required by law to pay any such tax or
charge, together with any applicable penalties, additions to tax and interest thereon.
41
TAKING DELIVERY OF PHYSICAL GOLD
In exchange for its
shares, an investor is entitled to receive from Gold Corporation an amount of Physical Gold in return for such shares on the day
on which the investor's broker-dealer submits his or her shares to Gold Corporation in exchange for Physical Gold. The number
of shares to be delivered by an investor and the corresponding amount of Physical Gold received for such shares shall be specified
by Gold Corporation from time to time and notified by Gold Corporation to the investor in an Application. None of the Trustee,
the Administrative Sponsor or the Trust are involved in the exchange of an investor's shares for Physical Gold.
Application
Investors interested
in taking delivery of Physical Gold in exchange for their shares in the Trust must first contact Gold Corporation to discuss the
types of Physical Gold, availability dates, product premiums, delivery fees, and suitable delivery locations and methods.
To proceed, an investor
must provide Gold Corporation with sufficient details to enable Gold Corporation to identify the investor as a person owning a
beneficial interest in any shares of the Trust and to establish a Customer Account for the investor with Gold Corporation. Gold
Corporation may determine (in its absolute discretion) whether the investor has provided sufficient details to identify the investor
as a Beneficial Owner and to open the Customer Account with Gold Corporation.
Based upon this discussion
with Gold Corporation, the investor is provided a pre-populated Application, including any applicable product premiums, delivery
fees and any other fees and charges that apply to the Application. Gold Corporation is entitled to receive all such premiums, fees
and charges in consideration for facilitating the delivery of the agreed Physical Gold products to the investor. The Application
will set forth the number of shares to be delivered to Gold Corporation for the amount of Physical Gold requested. The investor
shall be responsible for any applicable taxes or governmental charges. The Application will also contain a Delivery ID and the
investor's Customer Account number with Gold Corporation.
Investors interested
in taking delivery of Physical Gold in exchange for their shares in the Trust must duly sign and submit the Application to Gold
Corporation within the Quotation Window. An Application expresses the investor's intention to deliver shares for Physical
Gold on the Share Submission Day. The investor must also provide instructions to his or her broker-dealer to effect the exchange
of shares for Physical Gold on the Share Submission Day. Gold Corporation may reject any Application.
Minimum Purity of Bars for Exchange
Gold Corporation will
supply, for the purpose of delivery to investors requesting Physical Gold, coins, cast bars and minted bars without numismatic
value having a minimum fineness (or purity) of 995 parts per 1,000 (99.5%).
42
Delivery Amount and Share Submission
Quantity
The pre-populated Application
specifies the type and quantity of Physical Gold to be delivered and the number of shares to be tendered in exchange. The Share
Submission Quantity corresponds to the Fine Ounce content of Physical Gold requested and shall equal a whole number of shares representing
an aggregate number of Fine Ounces equal to the Physical Gold requested plus any applicable product premiums and delivery fees.
The transaction will involve no payments of cash and will be wholly-settled in shares.
Gold Corporation publishes
on its website a calculator to estimate the amount of Physical Gold to be received in exchange for a certain number of shares to
be delivered. Any such estimate shall be non-binding on the investor and Gold Corporation. The Share Submission Quantity may be
rejected if Gold Corporation incurs extraordinary expenses between the submission of the Application and the Share Submission Day.
In the event the investor
transfers a number of shares not corresponding to the Application, the investor must make any arrangements directly with Gold Corporation
and Gold Corporation reserves the right to reject the initial quote, and any additional costs incurred by Gold Corporation as a
result of an incorrect number of shares being delivered will be borne by the investor. Gold Corporation may decline to approve
the Application for any reason. In addition, the delivery of Physical Gold in exchange for shares shall be suspended in the event
Gold Corporation resigns as Custodial Sponsor or is otherwise unable or unwilling to accept applications from investors to take
delivery of Physical Gold.
Product Premiums and Other Charges
The exchange of shares
for the delivery of Physical Gold is subject to prevailing product prices, which are disclosed on the Trust's website, and
the delivery fees associated with the transport of Physical Gold to investors, subject to transport providers' rates from
time to time. Product prices will be based on the type of Physical Gold that is being requested.
The Trust's website
contains a calculator to provide shareholders an estimate of the number of shares to be exchanged for the various products offered.
Such fees are expressed in terms of the number of Shares to be delivered to the Gold Corporation for the amount of Physical Gold
requested. Such fees will be provided to an investor as part of the pre-populated Application. The number of ounces represented
by the shares delivered will generally be higher than the amount of ounces of gold to be delivered, because the number of shares
delivered will also cover delivery charges and product premiums.
The table below includes
examples of products available from The Perth Mint and provides a snapshot of the gold products available as of the date of this
document. Further details of The Perth Mint's extensive product range are available from The Perth Mint's website:
www.perthmint.com.
Type of Gold
London bars
1 ounce Australian minted bars
1 ounce Australian Kangaroo Coins
32.148 ounce (1kg) 99.99% cast bar
43
Delivery Fees
:
The delivery fees cover the cost of preparing and transporting Physical Gold from the Gold Corporation to the location specified
by the investor in the Application. The delivery fees may also include the cost of insuring Physical Gold during transport.
Sales Taxes
:
In the United States, Gold Corporation currently does not anticipate sales taxes applying to the delivery of gold to investors.
However, if such taxes or similar sales or value added taxes do apply in any jurisdiction, they are the sole responsibility of
the investor.
Delivery Method
Gold Corporation will
ship Physical Gold to an investor using accepted business practices for precious metals delivery that may include, amongst others,
use of a conventional shipping carrier (e.g., U.S. Postal Service, Federal Express, United Parcel Service); or an armored transportation
service.
Investors should contact
Gold Corporation to discuss delivery method and location. Investors should be aware that the gold delivered is likely to represent
a substantial U.S. dollar value:
●
Shipments may be broken down into multiple smaller shipments and possibly shipped on different
days to meet insurance requirements of the shipping carrier or the investor and any requirements of the associated carriers. An
investor can utilize a shipping carrier only if insurance requirements can be met and the investor and Gold Corporation agree on
an acceptable delivery destination. A conventional shipping carrier may deliver gold to residential addresses.
●
Armored Transportation Service will only deliver to certain trusted locations; an Armored Transportation
Service does not deliver to residential addresses.
●
An investor can utilize an armored truck service only if the investor and the Armored Transportation
Service agree on an acceptable delivery destination. London Bars will only be transported using Armored Transportation Service.
Gold Corporation may
decline an Application if a delivery method and location is not agreed upon.
Procedure for Submission of Application
Having received a pre-populated
Application, the investor must submit a signed Application to Gold Corporation within the Quotation Window. An Application expresses
the investor's intention to exchange shares for Physical Gold on the stated date. Gold Corporation will screen and approve
the Application.
44
Applications received
after 4:00 p.m. New York City time are considered to have been received the next business day. Investors will be advised of reasons
for any delay. For Gold Corporation to approve an Application, the following conditions must be met:
●
The Application must be submitted in a form satisfactory to Gold Corporation. Gold Corporation
shall confirm that:
o
The Delivery ID matches the Application with respect to the amount of Shares to be delivered, the
Physical Gold requested, and other applicable terms; and
o
The Application otherwise is in good order.
●
Gold Corporation may decline to approve Applications for any reason, in its sole discretion. Upon
final approval of the Application by Gold Corporation, Gold Corporation shall return a copy of the Application to the investor.
●
Upon receipt of final approval of the Application by Gold Corporation, the investor shall instruct
the investor's broker to transfer the Shares to the account of Gold Corporation prior to the Order Cutoff Time on the designated
Share Submission Day.
The transfer of shares,
accompanied by the approved Application, is a binding and irrevocable request to take delivery of Physical Gold in exchange for
shares based on instructions in the Application. In the event the investor transfers a number of shares not corresponding to the
Application, the investor must make any arrangements directly with Gold Corporation, and Gold Corporation reserves the right to
reject the initial quote and any additional costs incurred by Gold Corporation as a result of an incorrect number of shares being
delivered will be borne by the investor. Gold Corporation may decline to approve the Application for any reason. In addition, the
delivery of Physical Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as the Custodial Sponsor
or is otherwise unable or unwilling to accept applications from investors to take delivery of Physical Gold.
Gold Corporation shall
arrange for and promptly ship the requested Physical Gold to the investor in accordance with the instructions provided by the investor
in the Application. Prior to signing an acknowledgment of receipt of Physical Gold, the investor must notify Gold Corporation in
writing of any complaints or objections concerning the shipment, delivery or receipt of the Physical Gold. Upon signing the acknowledgment
of receipt, the investor will be deemed to have accepted receipt of the Physical Gold in full satisfaction of the Physical Gold
due the investor and to have waived any and all claims the investor may have concerning the Physical Gold received by the investor.
45
Example of an Exchange of Shares for
Physical Gold
In the following example,
an investor desires to receive 100 One Ounce Bars for a Share Submission Day of [Date (T)]:
Investor contacts Gold Corporation at +61 8 9421 7615 or email address aaau@perthmint.com to discuss suitable delivery methods and types of Physical Gold available, availability dates, product premiums and delivery fees. The investor provides Gold Corporation with sufficient details to enable Gold Corporation to identify the investor as a Beneficial Owner and to establish a Customer Account for the investor with Gold Corporation. The investor and Gold Corporation agree to have 100 One Ounce Bars delivered to investor's home address by Federal Express delivery service. Based upon this discussion, the investor is provided a pre-populated Application with information necessary to further the Application. The Application will set forth the number of Shares to be delivered to Gold Corporation in return for the agreed Physical Gold products. The Delivery Quotation will also contain a unique Delivery ID and the investor's Customer Account number and be valid for three Business Days of receipt of the Delivery ID (the Quotation Window).
[T-6]
Product premiums consist of $3,000 for One Ounce Bars based on an assumed $30 premium per Fine Ounce (including delivery fees).
$3,000 Product Premiums
Number of shares to be delivered to Gold Corporation, as provided on the Application.
10,313 shares
Investor duly signs and submits Application to Gold Corporation within the Quotation Window for final approval.
[T-5]
Gold Corporation confirms that (A) the Delivery ID matches the Application with respect to the amount of shares to be delivered, the Physical Gold requested, and other applicable terms, and (B) the Application otherwise is in good order. Upon final approval of the Application by Gold Corporation, Gold Corporation then returns an approved copy of the Application to the investor.
[T-4]
Investor, acting by or through a DTC Participant, causes the investor's Shares to be delivered to Gold Corporation pursuant to the procedures of the Depository prior to the Order Cutoff Time on [Date (T)], the Share Submission Day.
[T-3]
Share Submission Day: investor's broker-dealer irrevocably transfers 10,313 shares with a reference to the applicable Delivery ID.
[T]
102.4 fine ounces are transferred to the investor's Customer Account as consideration for the 100 One Ounce Bars to be delivered in accordance with the delivery terms contained and agreed in the Application (estimated date).
[T+3]
100 One Ounce Bars are received and signed for by the investor (estimated date).
[T+4]
46
Anti-Money Laundering Screening
Gold Corporation will
comply with all relevant anti-money laundering requirements in connection with its processing of each Application for Delivery
of Physical Gold. Investors may be subject to Anti-Money Laundering screening in connection with Australian anti-money laundering
laws when they submit the Application to take delivery of Physical Gold. Gold Corporation will not pre-approve an Application if
Gold Corporation has concerns about fraudulent conduct or money laundering activity. Corporate and non-U.S. investors are cautioned
that their Applications may be delayed or rejected if Gold Corporation is not able to verify the identity of the investor.
1 For purposes of this
example, one Share of the Trust corresponds to .00993 fine ounces of gold on the Share Submission Day. Using the LBMA Gold Price
of $1,250, the premium including delivery and other fees equates to 2.4 fine ounces of gold ($3,000/$1,250 per ounce). As a result,
shares totaling 102.4 fine ounces of gold (when including the fine gold content of the product requested) must be surrendered.
In total 10,313 shares must be surrendered in exchange for 100 one-ounce Physical Gold bars containing 100 fine ounces of Physical
Gold (102.4 ounces / 0.00993 ounces per share, rounded up to the nearest whole share).
Tax Responsibility
Investors are responsible
for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or other governmental charge applicable to
the receipt of gold, regardless of whether such tax or charge is imposed directly on the investor. Each investor agrees to indemnify
the Sponsors, the Trustee and the Trust, promptly on request, if any of them is required by law to pay any such tax or charge,
together with any applicable penalties, additions to tax and interest thereon.
47
FEDERAL INCOME TAX CONSEQUENCES
This section summarizes
the material federal income tax consequences that generally will apply to the purchase, ownership and disposition of shares by
a "U.S. Investor" (as defined below) and certain federal tax consequences that may apply to the purchase, ownership
and disposition of shares by a "Non-U.S. Investor" (as defined below). The following discussion represents, insofar
as it describes conclusions regarding federal tax law and subject to the limitations and qualifications described therein, the
opinion of Morgan, Lewis & Bockius LLP, special federal income tax counsel to the Sponsors. The discussion is based on the Code, final and temporary Treasury regulations promulgated thereunder and judicial
and administrative interpretations of the Code, all as in effect on the date of this Prospectus; no assurance can be given that
future legislation, regulations, court decisions and/or administrative pronouncements will not significantly change applicable
law and materially affect the conclusions expressed herein, and any such change, even though made after an investor has invested
in the Trust, could be applied retroactively.
The tax treatment
of investors may vary depending on their own particular circumstances. This discussion does not purport to be complete or to
deal with all aspects of federal income taxation that may be relevant to an investor in light of its particular
circumstances, including banks, thrift institutions and certain other financial institutions, insurance companies, tax-exempt
organizations, brokers and dealers in securities or currencies, certain securities traders, persons holding shares as a
position in a "hedging," "straddle," "conversion" or "constructive sale"
transaction (as those terms are defined in the authorities mentioned above), qualified pension and profit-sharing plans,
individual retirement accounts (IRAs), certain other tax-deferred accounts, U.S. expatriates, persons whose "functional
currency" is not the U.S. dollar, persons subject to the federal alternative minimum tax, Non-U.S. Investors (except as
specifically provided under "Income Taxation of Non-U.S. Investors" and "Estate and Gift Tax Considerations
for Non-U.S. Investors" below) and other investors with special circumstances, that may be subject to special rules not
discussed below. In addition, the following discussion applies only to investors who will hold shares as "capital
assets" (as defined in section 1221 of the Code).
The discussion
below does not address the effect of any state, local or foreign tax law on an investor. Purchasers of shares are urged to consult
their own tax advisers with respect to all federal, state, local and foreign tax law considerations potentially applicable to their
investment in shares.
For purposes of this
discussion, a "U.S. Investor" is an investor who or that is:
●
An individual who is treated as a citizen or resident of the United States for federal income tax
purposes;
●
A corporation or partnership (or other entity treated as such for federal income tax purposes)
that is created or organized in the United States or under the laws of the United States or any state thereof or the District of
Columbia;
48
●
An estate other than an estate the income of which, from non-U.S. sources that is not effectively
connected with the conduct of a trade or business within the United States, is not includible in gross income;
●
A trust if a court within the United States is able to exercise primary supervision over the administration
of the trust and one or more persons described in any of the three preceding clauses have the authority to control all substantial
decisions of the trust; or
●
An eligible trust that has made a valid election under applicable Treasury regulations to continue
to be treated as a domestic trust.
An investor that
is not a U.S. Investor as so defined is referred to below as a "Non-U.S. Investor." For federal income tax
purposes, the treatment of any beneficial owner of an interest in a partnership (including any entity classified as such for
those purposes) will generally depend on the partner's status and the partnership's activities. Partnerships and
partners should consult their tax advisers about the federal income tax consequences of purchasing, owning and disposing of
shares.
Taxation of the Trust
The Trust will
be treated as a "grantor trust" for federal income tax purposes. As a result, the Trust itself will not be
subject to federal income tax. Instead, the Trust's income and expenses will "flow through" to its
investors, and the Trustee will report the Trust's income, gains, losses and deductions to the Internal Revenue Service
(IRS) on that basis. There can be no assurance that the IRS will agree with that treatment, and it is possible that the IRS
or another tax authority could assert a position contrary thereto and that a court could sustain that contrary position.
Neither of the Sponsors, nor the Trustee will request a ruling from the IRS with respect to the classification or treatment
of the Trust for federal tax purposes. If the IRS were to assert successfully that the Trust is not a "grantor
trust," the Trust would be classified as a partnership for those purposes, which may affect timing and other tax
consequences to its investors and would require the Trust to forward tax information on Schedule K-1 to investors. The
balance of this disclosure assumes that the Trust will be treated as a "grantor trust" for federal income tax
purposes.
Taxation of U.S. Investors
An investor will be
treated, for federal tax purposes, as if it directly owns a pro rata share of the Trust's assets and directly receives that
share of any Trust income and incurs that share of the Trust's expenses. In the case of an investor that purchases shares
for cash, its initial tax basis in its pro rata share of the assets held in the Trust at the time it acquires its shares will be
equal to its cost of acquiring the shares. In the case of an investor that acquires its shares as part of the creation of a Basket,
the delivery of gold to the Trust in exchange for a pro rata share of the underlying gold the Trust holds at the time it acquires
its shares will not be a taxable event to the investor, and the investor's tax basis in and holding period for that share
of the Trust's gold will be the same as its tax basis in and holding period for the gold delivered in exchange therefor.
For purposes of this discussion, and unless stated otherwise, it is assumed that all of an investor's shares are acquired
on the same date and at the same price per share. Investors that hold multiple lots of shares, or that are contemplating acquiring
multiple lots of shares, should consult their own tax advisers as to the determination of the tax basis in and holding period for
the underlying gold represented by such shares.
49
If the Trust sells
gold, for example to generate cash to pay its fees or expenses, an investor will recognize gain or loss in an amount equal to the
difference between (1) the investor's pro rata share of the amount the Trust realizes on the sale and (2) the investor's
tax basis in its pro rata share of the gold that was sold. Such gain or loss will generally be long-term or short-term capital
gain or loss, depending upon whether the investor is treated as having held its pro rata share of the gold that was sold for more
than one year. The Trust will treat the transfer of gold to the Custodial Sponsor as payment of the fee to the Custodial Sponsor
and/or reimbursement of the Trust's expenses and/or liabilities as a taxable exchange by the Trust of the gold transferred
and thus will also constitute a taxable event for investors. An investor's tax basis in its share of any gold sold or exchanged
by the Trust generally will be determined by multiplying the investor's total basis in its share of all the gold held in
the Trust immediately prior to the sale or exchange by a fraction, the numerator of which is the amount of gold sold or exchanged
and the denominator of which is the total amount of all the gold so held. After any such sale or exchange, an investor's
tax basis in its pro rata share of the gold remaining in the Trust will be equal to its tax basis in its share of the total amount
of the gold held in the Trust immediately prior to the sale or exchange less the portion of that basis allocable to its share of
the gold that was sold or exchanged.
On the sale of some
or all of its shares, an investor will be treated as having sold the part of its pro rata share of the gold held in the Trust at
that time that is attributable to the shares sold. Accordingly, the investor generally will recognize gain or loss on the sale
in an amount equal to the difference between (1) the amount realized pursuant to the sale of the shares and (2) the investor's
tax basis for the portion of its pro rata share of the gold held in the Trust at the time of sale that is attributable to the shares
sold, as determined in the manner described in the preceding paragraph.
If an investor redeems
some or all of its shares with the Trust through an Authorized Participant and receives gold in the exchange, such exchange will
generally not be a taxable event for the investor. In addition, if an investor acquires its shares as part of the creation of a
Basket by delivering to the Trust gold in specified denominations, the subsequent redemption of its shares for gold delivered by
the Trust will not constitute a taxable event, provided that the amount of gold received on the redemption contains the equivalent
metallic content of the gold delivered on the creation, less amounts accrued or sold to pay the Trust's expenses and other
charges. An investor's tax basis in the gold received on a redemption generally will be the same as the investor's
tax basis in the portion of its pro rata share of the gold held in the Trust immediately prior to the redemption that is attributable
to the redeemed shares. An investor's holding period with respect to the gold received on a redemption should include the
period during which the investor held the redeemed shares. A subsequent sale of the gold received by the investor will be a taxable
event.
50
If an investor delivers
some or all of its shares in an exchange with the Gold Corporation for gold held by the Gold Corporation in its own account that
contains the equivalent metallic content (including coins, cast bars and minted bars of the same fineness and purity) as the gold
held by the Trust, such exchange is not expected to be a taxable event for the investor. However, investors should be aware that
neither U.S. federal income tax law nor administrative guidance specifically address the tax consequences of an exchange of shares
of a grantor trust, such as the Trust, for Physical Gold not held by the Trust. The Sponsors have not sought or received a ruling
from the IRS or an opinion of counsel regarding the tax-free characterization of such exchange with the Gold Corporation. Assuming
that the exchange of Trust shares for gold from the Gold Corporation is not a taxable transaction, an investor's tax basis
in the gold received in such exchange generally will be the same as the investor's tax basis in the portion of its pro rata
share of the gold held in the Trust immediately prior to the exchange that is attributable to the exchanged shares. An investor's
holding period with respect to the gold received from the Gold Corporation in an exchange of Trust shares should include the period
during which the investor held the shares exchanged. A subsequent sale of the gold received by the investor for cash will be a
taxable event.
Although the
Sponsors expect that an exchange of Trust shares for gold from the Gold Corporation's own account is not a taxable exchange,
the Sponsors cannot give any assurances that the IRS will agree with this interpretation. Investors should consult their own tax
advisors as to the specific tax consequences in their particular circumstances.
An investor's
tax basis in its pro rata share of the gold held in the Trust immediately after any sale or redemption of less than all of the
investor's shares generally will equal (1) its tax basis in its share of the total amount of the gold held in the Trust immediately
prior to the sale or redemption less (2) the portion of such basis that is taken into account in determining the amount of gain
or loss the investor recognizes on the sale or, in the case of a redemption, is treated as the basis in the gold received by the
investor in the redemption.
The foregoing discussion
assumes that all of an investor's shares were acquired on the same date and at the same price per share. If an investor owns
multiple lots of shares (i.e., shares acquired on different dates and/or at different prices), it is uncertain whether the investor
may use the "specific identification" rules that apply under the Treasury regulations in the case of sales of shares
of stock, in determining the amount, and the long-term or short-term character, of any gain or loss recognized by the investor
upon the sale of gold by the Trust, upon the sale of any shares by the investor, or upon the sale by the investor of any gold received
by it upon the redemption of any of its shares. The IRS could take the position that an investor has a blended tax basis and holding
period for its pro rata share of the underlying gold in the Trust. Investors that hold multiple lots of shares, or that are contemplating
acquiring multiple lots of shares, are urged to consult their own tax advisors as to the determination of the tax basis and holding
period for the underlying gold related to such shares.
Maximum 28% Long-Term Capital Gains
Tax Rate for U.S. Investors Who Are Individuals
Gains recognized by
an individual, estate or trust (each referred to below as an "individual" unless the context requires otherwise) from
the sale of "collectibles," which term includes gold, held for more than one year are subject to federal income tax
at a maximum rate of 28% rather than the lower maximum 20% rate applicable to most other long-term capital gains recognized by
individuals. For these purposes, the gain an individual recognizes on the sale of an interest in a "grantor trust"
that holds collectibles (such as the Trust) is treated as gain recognized on the sale of the collectibles, to the extent the gain
is attributable to unrealized appreciation in value of the collectibles. Therefore, any gain recognized by an individual U.S. Investor
attributable to a sale or exchange of shares held for more than one year, or attributable to the Trust's sale of any gold
that the investor is treated (through his, her or its ownership of shares) as having held for more than one year, generally will
be subject to federal income tax at a maximum rate of 28%. The tax rates for capital gains recognized on the sale of assets held
by an individual U.S. Investor for one year or less, or by a taxpayer other than an individual, are generally the same as those
at which ordinary income is taxed.
51
3.8% Tax on Net Investment Income
An individual is required
to pay a 3.8% tax on the lesser of (1) the excess of the individual's "modified adjusted gross income" over a
threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers) or (2) the individual's
"net investment income," which generally includes dividends, interest, and net gains from the disposition of investment
property. This tax is in addition to any other taxes due on that income. U.S. Investors should consult their own tax advisers regarding
the effect, if any, this provision may have on their investment in shares.
Brokerage Fees and Trust Expenses
Any brokerage or other
transaction fee incurred by an investor in purchasing shares will be included in the investor's tax basis in the Trust's
underlying assets. Similarly, any brokerage fee incurred by an investor in selling shares will reduce the amount the investor realizes
with respect to the sale.
Investors will be required
to recognize the full amount of gain or loss on a sale of gold by the Trust (as discussed above), even though some or all of the
sale proceeds are used by the Trustee to pay Trust expenses. An investor may deduct its respective pro rata share of each expense
incurred by the Trust to the same extent as if it directly incurred the expense. Investors who are individuals, however, may be
required to treat some or all of the expenses of the Trust as miscellaneous itemized deductions. An individual may not deduct miscellaneous
itemized deductions for tax years beginning after December 31, 2017 and before January 1, 2026. For tax years beginning before
January 1, 2018 and after December 31, 2025, individuals may deduct certain miscellaneous itemized deductions only to the extent
they exceed 2% of the individual's adjusted gross income. In addition, such deductions may be subject to phase-outs and other
limitations under applicable Code provisions.
Investment by U.S. Tax-Exempt Investors
Certain U.S. Investors
(referred to in this paragraph as U.S. Tax-Exempt Investors) are subject to federal income tax only on their "unrelated business
taxable income" (UBTI). It is expected that, unless a U.S. Tax-Exempt Investor incurs debt to purchase shares, it should
not realize UBTI with respect to its pro rata share of the Trust's income or gains. U.S. Tax-Exempt Investors should consult
their own independent tax advisers regarding the federal income tax consequences of holding shares in light of their particular
circumstances.
Investment by Regulated Investment
Companies
Mutual funds and other
investment vehicles which are taxed as "regulated investment companies" within the meaning of section 851 of the Code
are strongly urged to consult with their tax advisors concerning the likelihood that an investment in Shares will negatively affect
their qualification as a "regulated investment company."
52
Investment by Certain Retirement Plans
Section 408(m) of the
Code provides that the purchase of a "collectible" as an investment for an IRA, or for a participant-directed account
maintained under any plan that is tax-qualified 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. In addition, if a redemption of shares results in the delivery of
gold to an IRA or Tax-Qualified Account, that exchange could constitute the acquisition of a collectible to the extent provided
under section 408(m). The Trust has not sought or received a ruling from the IRS or an opinion of counsel regarding whether the
acquisition of shares by an IRA or a Tax-Qualified Account will be considered an acquisition of a collectible or whether an IRA
will be treated as having made a distribution to the IRA owner or plan participant under section 408(m) solely by virtue of owning
shares. IRA owners and plan participants are strongly urged to consult with their tax advisors before directing any such accounts
to invest in the Shares since the acquisition of Shares may be considered a taxable distribution from the IRA. See also "ERISA
and Related Considerations."
Income Taxation of Non-U.S. Investors
A Non-U.S. Investor
generally will not be subject to federal income tax with respect to gain recognized on the sale or other disposition of shares,
or on the sale of gold by the Trust, unless (1) the Non-U.S. Investor is an individual and is present in the United States for
183 days or more during the taxable year of the sale or other disposition and the gain is treated as being from U.S. sources or
(2) the gain is effectively connected with the conduct by the Non-U.S. Investor of a trade or business in the United States and
certain other conditions are met. Non-U.S. Investors are advised to consult their own tax advisers as to the tax consequences,
under the laws of any non-U.S. jurisdiction to which they are subject, of their purchase, holding, sale and redemption of or any
other dealing in shares and, in particular, as to whether any value added tax, other consumption tax or transfer tax is payable
in relation to such purchase, holding, sale, redemption or other dealing.
Estate and Gift Tax Considerations
for Non-U.S. Investors
Individuals who are
neither citizens nor residents (as determined for federal estate and gift tax purposes) of the United States (collectively, "Non-Residents")
are subject to estate tax on all property that has a U.S. "situs." Shares may well be considered to have a U.S. situs
for these purposes. If shares are so considered, they would be includible in the U.S. gross estate of a Non-Resident investor;
federal estate tax is imposed at rates of up to 40% of the fair market value of the U.S. taxable estate. In addition, the federal
"generation-skipping transfer tax" may apply in certain circumstances. The estate of a Non-Resident investor who was
resident in a country that has an estate tax treaty with the United States may be entitled to benefit from such treaty.
53
For Non-Residents,
the federal gift tax generally applies only to gifts of tangible personal property or real property having a U.S. situs. Tangible
personal property (including gold) has a U.S. situs if it is physically located in the United States.
Non-Resident investors
are urged to consult their tax advisers regarding the possible application of federal estate, gift and generation-skipping transfer
taxes in their particular circumstances.
U.S. Information Reporting and Withholding
The Trustee will make
information available that will enable brokers and custodians through which investors hold shares to prepare and file certain information
returns with the IRS, and will provide certain tax related information to investors, in connection with the Trust. To the extent
required by applicable regulations, each investor will be provided with information regarding its allocable portion of the Trust's
annual income, deductions, gains and losses (if any). A U.S. Investor may be subject to federal backup withholding, at the rate
of 24%, in certain circumstances unless it provides its taxpayer identification number to its broker and complies with certain
certification procedures; the amount of any backup withholding will be allowed as a credit against an investor's federal
income tax liability and may entitle an investor to a refund, provided that the required information is furnished to the IRS. A
Non-U.S. Investor may have to comply with certification procedures to establish that it is not a U.S. Investor, and some Non-U.S.
Investors will be required to meet certain information reporting or certification requirements imposed by the Foreign Account Tax
Compliance Act, to avoid withholding.
ERISA AND RELATED CONSIDERATIONS
The Employee Retirement
Income Security Act of 1974, as amended (ERISA), and section 4975 of the Code impose certain requirements on employee benefit plans
and certain other plans and arrangements, including IRAs and individual retirement annuities, Keogh plans and certain collective
investment funds or insurance company general or separate accounts in which such plans, accounts, annuities or arrangements are
invested, that are subject to ERISA or the Code, respectively (collectively, Plans), and on persons who are fiduciaries with respect
to the investment of assets treated as "plan assets" of a Plan. Investments by Plans are subject to the fiduciary requirements
and the applicability of prohibited transaction restrictions under ERISA.
Government plans and
some church plans are not subject to the fiduciary responsibility provisions of ERISA or the provisions of Code section 4975 but
may be subject to substantially similar rules under state or other federal law. Fiduciaries of any such plans are advised to consult
with their counsel prior to an investment in shares.
In contemplating an
investment of a portion of Plan assets in shares, the Plan fiduciary responsible for making such investment should carefully consider,
taking into account the facts and circumstances of the Plan, the "Risk Factors" discussed above and whether such investment
is consistent with its fiduciary responsibilities, including (1) whether the fiduciary has the authority to make the investment
under the appropriate governing Plan instrument, (2) whether the investment would constitute a direct or indirect non-exempt prohibited
transaction with a "party in interest" or "disqualified person," (3) the Plan's funding objectives,
and (4) whether under the general fiduciary standards of investment prudence and diversification such investment is appropriate
for the Plan, taking into account the Plan's overall investment policy, the composition of its investment portfolio and its
need for sufficient liquidity to pay benefits when due.
54
PLAN OF DISTRIBUTION
Sales by Authorized Participants
The Trust issues shares
in Baskets only to Authorized Participants in exchange for deposits of gold on a continuous basis. As of the date of this Prospectus,
the Trust has an agreement with Virtu Financial BD, LLC as Authorized Participant. A Basket consists of at least 25,000 shares
and the Trust will not issue fractions of a Basket to Authorized Participants. Because new shares can be created and issued on
an ongoing basis, at any point during the life of the Trust, a "distribution," as such term is used in the Securities
Act, will be occurring. The initial Authorized Participant is a statutory underwriter under Section 2(a)(11) of the Securities
Act. Subsequent Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities will
result in their being deemed participants in a distribution in a manner that would render them statutory underwriters and subject
them to the prospectus-delivery and liability provisions of the Securities Act. For example, an Authorized Participant, other broker-dealer
firm or its client will be deemed a statutory underwriter if it purchases a Basket from the Trust, breaks the Basket down into
the constituent shares and sells the shares to its customers; or if it chooses to couple the creation of a supply of new shares
with an active selling effort involving solicitation of secondary market demand for the shares. A determination of whether a particular
market participant is an underwriter must take into account all the facts and circumstances pertaining to the activities of the
broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description
of all the activities that would lead to designation as an underwriter.
Investors that purchase
shares through a commission/fee-based brokerage account may pay commissions/fees charged by the brokerage account. Investors should
review the terms of their brokerage accounts for details on applicable charges.
Dealers that are not
"underwriters" but are participating in a distribution (as contrasted to ordinary secondary trading transactions),
and thus dealing with shares that are part of an "unsold allotment" within the meaning of Section 4(3)(C) of the Securities
Act, would be unable to take advantage of the prospectus-delivery exemption provided by Section 4(3) of the Securities Act.
The offering Baskets
are being made in compliance with FINRA Conduct Rule 2310. Authorized Participants will not receive from the Trust or a Sponsor
any compensation in connection with an offering of the shares. Accordingly, there is, and will be, no payment of underwriting compensation
in connection with such offering of shares in excess of 10% of the gross proceeds of the offering.
Sales by Gold Corporation
This prospectus may
be used by Gold Corporation to buy and sell shares as part of its gold price hedging activities relating to its wider gold-related
market-making activities. In these transactions in the Trust's shares, Gold Corporation acts solely as a market participant
and does not receive any fees or commissions. Gold Corporation will purchase shares at the prevailing market price, and because
Gold Corporation may be deemed an affiliate of the Trust, the shares are being registered to permit the resale of these shares
from time to time after purchase. The Trust will not receive any of the proceeds from the resale by Gold Corporation of these shares.
Gold Corporation intends
to sell all or a portion of the shares owned by it and offered hereby from time to time directly or through one or more broker-dealers.
The shares will be sold at prevailing market prices on any national securities exchange on which the shares may be listed or quoted
at the time of sale.
55
DESCRIPTION OF THE TRUST
The Trust
The Trust is governed
by the Trust Agreement between the Sponsors and the Trustee, as amended from time to time. The Trust Agreement sets out the rights
of investors and the rights and obligations of the Sponsors and the Trustee. The Trust has no fixed termination date.
The activities of the
Trust are limited to: (1) issuing Baskets in exchange for the gold deposited by Authorized Participants with the Custodian for
safekeeping; (2) delivering gold in exchange for Baskets surrendered by Authorized Participants for redemption; (3) transferring
gold to the Custodial Sponsor to pay the Custodial Sponsor Fee and reimburse the Custodial Sponsor for expenses that the Custodial
Sponsor has paid on the Trust's behalf; and (4) selling gold as needed to pay Trust expenses not assumed by the Custodial
Sponsor.
The assets of the Trust
consist primarily of gold held at the Custodian on behalf of the Trust. Gold is sold: (i) to pay the expenses of the Trust not
assumed by the Custodial Sponsor; and (ii) if the Trust terminates and liquidates its assets. Gold will be delivered or sold as
otherwise required by law or regulation. The sale of gold by the Trust, including the sale of gold to generate cash to pay its
fees and expenses—and although it is not entirely free from doubt, the transfer of gold to the Custodial Sponsor as remuneration
for its services and/or reimbursement of the Trust's expenses and/or liabilities—is a taxable event for investors.
See "Federal Income Tax Consequences—Taxation of U.S. Investors."
The Trust is not registered
as an investment company under the 1940 Act, and is not required to register under such act. The Trust does not and will not hold
or trade in commodity futures contracts regulated under the Commodity Exchange Act. The Trust is not a commodity pool for purposes
of the Commodity Exchange Act and neither of the Sponsors nor the Trustee is subject to regulation by the Commodity Futures Trading
Commission as a commodity pool operator or a commodity trading advisor under the Commodity Exchange Act in connection with the
shares.
The number of outstanding
shares is expected to increase and decrease from time to time as a result of the creation and redemption of Baskets. The creation
and redemption of Baskets requires 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 total amount of gold required for the creation of Baskets will be based on the combined
net assets represented by the number of Baskets being created or redeemed. The initial amount of gold required for deposit with
the Trust to create shares was 500 Fine Ounces of gold per Basket, which was the equivalent of 50,000 shares (i.e., the initial
size of a Basket when the Trust was launched). The number of fine ounces of gold required to create a Basket or to be delivered
upon a redemption of a Basket will gradually decrease over time. This is because the shares comprising a Basket will represent
a decreasing amount of gold due to the issuance of shares, or the delivery or sale of the Trust's gold to pay the Custodial
Sponsor Fee or the Trust's expenses not assumed by the Custodial Sponsor.
56
The gold owned by the
Trust consists of London Bars and other gold products without numismatic value having a gold purity of at least 99.5% (including
but not limited to coins, cast bars and minted bars).
Trust Expenses
The Trust's only
ordinary recurring expense is the remuneration due to the Custodial Sponsor of 0.18% of the Net Asset Value of the Trust. In exchange
for the Custodial Sponsor Fee, the Custodial Sponsor has agreed to assume and be responsible for the payment of the following expenses,
up to the Fee Cap: the Administrative Sponsor's fee; fees for the Trustee's ordinary services and reimbursement of
its ordinary out-of-pocket expenses; the Custodian's fees and expenses specified in the Custody Agreement that are assumed
by the Custodial Sponsor (if any); ordinary bar allocation fees that are charged to the Custodian in connection with the Custodian's
acquisition of sufficient Physical Gold for allocation to the Trust Allocated Metal Account in connection with a Purchase Order;
ordinary or customary insurance costs and transportation fees; allocation costs associated with the allocation and de-allocation
of gold to and from the Trust; the marketing expenses of the Trust; the listing fees of the Trust on the NYSE Arca; registration
fees associated with the Trust charged by the SEC; printing and mailing costs; expenses for the maintenance of any website of the
Trust; audit fees and expenses; and routine legal fees and expenses associated with the ordinary course of the Trust's operations.
The Custodial Sponsor
shall not be responsible for any other expenses, including litigation expenses associated with the Trust, taxes and other governmental
charges, indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement, any expenses that are in
excess of the Fee Cap, extraordinary expenses incurred on behalf of the Trust, and otherwise as set forth in the Trust Agreement.
An extraordinary expense is an expense arising or resulting from an underlying event or transaction that, in the determination
of the Administrative Sponsor, is reasonably considered to be of a type that (i) possesses a high degree of abnormality (such as
abnormally high (A) transportation fees, (B) bar allocation fees that may be incurred when acquiring sufficient Physical Gold for
allocation to the Trust Allocated Metal Account in connection with a Purchase Order, or (C) Physical Gold allocation costs that
may be incurred in relation to the allocation and de-allocation of Gold to and from the Trust) or is of a type that is reasonably
considered to be unrelated to, or only incidentally related to, the ordinary and typical activities of the Trust and (ii) is of
a type that would not reasonably be expected to recur in the foreseeable future. Extraordinary expenses shall include any fixing
fees charged in connection with sales of gold required by applicable law or regulation or required upon termination of the Trust.
See "The Sponsors."
The Custodial Sponsor
Fee accrues daily based on the prior Business Day's Net Asset Value and is payable in gold. The fee is paid by delivering
that amount of gold that equals the daily accrual of the Custodial Sponsor Fee for such prior month based on the Net Asset Value
of the shares on the first business day of the following month. The Custodial Sponsor may earn a profit on its fees.
Separate from its role
as Custodial Sponsor, Gold Corporation receives any premiums charged with respect to the delivery of gold to investors who have
exchanged their shares for Physical Gold.
57
From time to time, the
Custodial Sponsor may waive all or a portion of the Custodial Sponsor Fee at its discretion. The Custodial Sponsor is under no
obligation to continue a waiver after the end of a stated period, and, if such waiver is not continued, the Custodial Sponsor Fee
will thereafter be paid in full. Presently, the Custodial Sponsor does not intend to waive any of its fees. Furthermore, the Custodial
Sponsor may, in its sole discretion, agree to rebate a portion of the Custodial Sponsor Fee attributable to shares held by certain
institutional investors subject to minimum shareholding and lock up requirements as determined by the Custodial Sponsor to foster
stability in the Trust's asset levels. Any such rebate will be subject to negotiation and pursuant to a Custodial Sponsor
Fee Rebate Agreement. Pursuant to such agreement, the Custodial Sponsor will waive the Custodial Sponsor Fee during a period specified
in the Custodial Sponsor Fee Rebate Agreement for an investor that purchases newly-issued shares from and through an Authorized
Participant. During such period, the Custodial Sponsor agrees to rebate to the investors an amount in cash equal to a portion of
the amount of the Custodial Sponsor Fee accrued on the value of the shares covered in the agreement. The Custodial Sponsor is under
no obligation to provide any rebates of the Custodial Sponsor Fee. Neither the Trust nor the Trustee will be a party to any Custodial
Sponsor Fee rebate arrangements negotiated by the Custodial Sponsor.
Extraordinary expenses
of the Trust that are not assumed by the Custodial Sponsor (as discussed above) may be paid by the Custodial Sponsor at its sole
discretion and reimbursed by the Trust in gold. Otherwise, the Trustee will, when directed by the Custodial 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 the Trust's extraordinary expenses not assumed by a Sponsor. The Trustee is authorized to sell gold as directed
by the Custodial Sponsor or otherwise 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.
When selling gold, the Trustee shall place orders with the Custodian at the next available price used by the Trustee to determine
the value of gold held by the Trust, or if the Custodian is unable or unwilling to execute such orders, with dealers through which
the Trustee may reasonably expect to obtain a favorable price and good execution of the orders. Cash held by the Trustee pending
payment of the Trust's expenses will not bear any interest.
Valuation of Gold and Computation
of Net Asset Value
On each business day
that the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 p.m. New York City time, the Trustee values
the gold held by the Trust and determines the Net Asset Value of the Trust, as described below.
The Net Asset Value
of the Trust is the aggregate value of gold and other assets, if any, of the Trust (other than any amounts credited to the Trust's
reserve account, if any) and cash, if any, less liabilities of the Trust, which include estimated accrued but unpaid fees, expenses
and other liabilities. The reserve account, if established, will be a separate non-interest bearing account with the Trustee or
such other banking institution specified by the Administrative Sponsor, in consultation with the Custodial Sponsor, or if the Administrative
Sponsor fails so to specify, as selected by the Trustee, in the name, and for the benefit, of the Trust, subject only to draft
or order by the Trustee acting pursuant to the terms of the Trust Agreement. The Trustee will hold in such account all cash that
it has credited to such account to reflect the reserves for taxes or other governmental charges and other contingent liabilities
payable out of the Trust that the Trustee has determined from time to time to be required by GAAP. The Trustee also determines
the Net Asset Value per share by dividing the Net Asset Value 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 deemed created or redeemed on such evaluation day).
58
All gold is valued based
on its Fine Ounce content, calculated by multiplying the weight of gold by its purity; the same methodology is applied independent
of the type of gold held by the Trust. The Trustee values the gold held by the Trust based on the afternoon LBMA Gold Price, or
the morning LBMA Gold Price, if such day's afternoon LBMA Gold Price is not available. If no LBMA Gold Price is available
for the day, the Trustee values the Trust's gold based on the most recently announced afternoon LBMA Gold Price or morning
LBMA Gold Price. If the Custodial Sponsor determines that such price is inappropriate to use, it must identify an alternate basis
for evaluation to be employed by the Trustee. The Custodial Sponsor may instruct the Trustee to use a different publicly available
price that the Custodial Sponsor determines to fairly represent the commercial value of the Trust's gold.
The Trustee's
estimation of accrued but unpaid fees, expenses and liabilities is conclusive upon all persons interested in the Trust, and no
revision or correction in any computation made under the Trust Agreement is required by reason of any difference in amounts estimated
from those actually paid.
The Sponsors and the
investors may rely on any evaluation or determination of any amount made by the Trustee, and, except for any determination by a
Sponsor as to the price to be used to evaluate gold, a Sponsor has no responsibility for the evaluation's accuracy. The determinations
the Trustee makes are 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 is not liable to the Sponsors, Authorized Participants, investors 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.
Impact of Trust Expenses on the Trust's
Net Asset Value
The Net Asset Value
of the Trust is used to compute the Custodial Sponsor Fee, and the Trustee subtracts from the Net Asset Value of the Trust the
amount of accrued Custodial Sponsor Fee. The Trust withdraws gold from the Trust Allocated Metal Account for credit to the Trust
Unallocated Metal Account and subsequently transfers such gold to an account maintained for the benefit of the Custodial Sponsor
to pay the Custodial Sponsor Fee and reimburse the Custodial Sponsor for expenses that the Custodial Sponsor has paid on the Trust's
behalf. Should the need arise for the Trust to sell gold for expenses the Custodial Sponsor does not pay, the purchase price received
as consideration for such sales will be the Trust's sole source of funds to cover its liabilities. The Trust does not engage
in any activity designed to derive a profit from changes in the price of gold. Gold not needed to redeem Baskets, to pay the Custodial
Sponsor Fee or to cover the Trust's expenses not assumed by the Custodial Sponsor is held in physical form by the Custodian.
As a result of the payment of the Custodial Sponsor Fee in-kind and potential sales of gold to pay in cash the Trust expenses not
assumed by the Custodial Sponsor, the Net Asset Value of the Trust and, correspondingly, the fractional amount of gold represented
by each share, will decrease over the life of the Trust. New deposits of gold, received in exchange for additional new Baskets
issued by the Trust, will not reverse this trend.
59
Hypothetical Expense Example
The following table,
prepared by the Custodial Sponsor, illustrates the anticipated impact of the payment by the Trust of the Custodial Sponsor Fee
in gold. It assumes that the price of gold will remain constant during the three-year period covered. The table does not show the
impact of any extraordinary expenses the Trust may incur. Any such extraordinary expenses, if and when incurred, will accelerate
the decrease in the fractional amount of gold represented by each share.
Year 1
Year 2
Year 3
Hypothetical gold price per ounce
$
1,250.00
$
1,250.00
$
1,250.00
Custodial Sponsor Fee
0.18
%
0.18
%
0.18
%
Shares of trust, beginning
100,000
100,000
100,000
Ounces of gold in trust, beginning
1,000.000
998.200
996.403
Beginning Net Asset Value of the Trust
$
1,250,000.00
$
1,247,750.00
$
1,245,504.05
Beginning NAV per share of the Trust
12.50
12.48
12.46
Gold withdrawn for the benefit of the Custodial Sponsor to cover the Custodial Sponsor Fee (Ounces)
(1.800
)
(1.797
)
(1.794
)
Closing ounces of gold in trust
998.200
996.403
994.610
Closing NAV
1,247,750.00
1,245,504.05
1,243,262.14
Ending NAV per share
$
12.48
$
12.46
$
12.43
Termination of the Trust
The Trustee will notify
investors at least 30 days before the date for termination of the Trust Agreement and the Trust if any of the following occurs:
●
The Trustee is notified that the shares are delisted from the NYSE Arca and are not approved for
listing on another national securities exchange within five business days of their delisting;
●
Investors acting in respect of at least 75% of the outstanding shares notify the Trustee that they
elect to terminate the Trust;
●
60 days have elapsed since the Trustee notified the Sponsors of the Trustee's election to
resign or since the Sponsors removed the Trustee, and a successor trustee has not been appointed and accepted its appointment;
●
the SEC determines that the Trust is an investment company under the 1940 Act, and the Trustee
has actual knowledge of such Commission determination;
●
the CFTC determines that the Trust is a commodity pool under the Commodity Exchange Act, and the
Trustee has actual knowledge of that determination;
60
●
the Trust fails to qualify for treatment, or ceases to be treated, as a "grantor trust"
for federal tax purposes, and the Trustee receives notice from the Sponsors that the Sponsors have determined that, because of
that tax treatment or change in tax treatment, the termination of the Trust is advisable;
●
the Trustee receives notice from the Sponsors of their joint agreement to terminate the Trust;
●
60 days have elapsed since DTC or another depository has ceased to act as depository with respect
to the shares, and the Sponsors have not identified another depository that is willing to act in such capacity; or
●
if the law governing the Trust limits the maximum period during which the Trust may continue, upon
the expiration of 21 years after the death of the last survivor of all of the descendants of Elizabeth II, Queen of England, living
on the date of the Trust Agreement.
If the Administrative
Sponsor fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties that by the terms of
the Trust Agreement are required to be undertaken or performed by it and such failure or incapacity is not cured within 30 days
following receipt of notice from the Trustee or the Custodial Sponsor of such failure or incapacity, or if the Administrative Sponsor
is adjudged bankrupt or insolvent, or a receiver of the Administrative Sponsor or of its property is appointed, or a trustee or
liquidator or any public officer takes charge or control of the Administrative Sponsor or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then in any such case the Administrative Sponsor shall be deemed conclusively to
have resigned effective immediately upon the occurrence of any of the specified events, or if the Administrative Sponsor resigns
by sending notice of resignation to the Trustee without the appointment by the resigning Administrative Sponsor of a successor
Administrative Sponsor qualified to assume the duties of the resigning Administrative Sponsor (which successor Administrative Sponsor
is subject to the Custodial Sponsor's prior written consent and may not be the Custodial Sponsor), the Custodial Sponsor,
or in the event there is no Custodial Sponsor, the Trustee, may do any one or more of the following: (i) it may appoint a successor
Administrative Sponsor to assume, with such compensation from the Trust as the Custodial Sponsor or Trustee, as applicable, may
deem reasonable under the circumstances, the duties and obligations of the Administrative Sponsor under the Trust Agreement by
an instrument of appointment and assumption executed by the party making the appointment and accepted by the Trustee; or (ii) it
may terminate and liquidate the Trust and distribute its remaining assets pursuant to the Trust Agreement. Any appointment of a
successor Administrative Sponsor by the resigning Administrative Sponsor or Custodial Sponsor is subject to the prior written consent
of the Trustee which may not be unreasonably withheld.
If the Custodial Sponsor
wishes to resign as Custodial Sponsor, or otherwise fails to undertake or perform, or becomes incapable of undertaking or performing,
any of the duties that by the terms of the Trust Agreement are required to be undertaken or performed by it, including a failure
to perform its functions as Custodian, and such failure or incapacity is not cured within 30 days following receipt of notice from
the Administrative Sponsor of such failure or incapacity, or if the Custodial Sponsor is adjudged bankrupt or insolvent, or a receiver
of the Custodial Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control
of the Custodial Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in
any such case the Administrative Sponsor, or in the event there is no Administrative Sponsor, the Trustee, may (i) terminate and
liquidate the Trust and distribute its remaining assets pursuant to the Trust Agreement; or (ii) with the prior written consent
of the Custodial Sponsor, appoint a successor Custodial Sponsor and Custodian to assume, with such compensation from the Trust
as the Administrative Sponsor or Trustee, as applicable, may deem reasonable under the circumstances, the duties and obligations
of the Custodial Sponsor and Custodian under the Trust Agreement by an instrument of appointment and assumption executed by the
party making the appointment and accepted by the Trustee. Any appointment of a successor Custodial Sponsor and Custodian is subject
to the prior written consent of the Trustee, which may not be unreasonably withheld.
61
Neither the remaining
Sponsor, nor if applicable, the Trustee, shall have any obligation to appoint a Sponsor or to assume the duties of a Sponsor and
shall have no liability to any person because the Trust is or is not terminated pursuant to the preceding sentence.
On and after the date
of termination of the Trust, the Trustee shall not accept any deposits of gold after the date of termination. If any shares remain
outstanding after the date of termination, the Trustee thereafter shall discontinue the registration of transfers of shares, shall
not make any distributions to investors, and shall not give any further notices or perform any further acts under the Trust Agreement,
except that the Trustee will continue to collect distributions pertaining to Trust assets and hold the same uninvested and without
liability for interest, pay the Trust's expenses and sell gold as necessary to meet those expenses and will continue to deliver
Trust assets, together with any distributions received with respect thereto and the net proceeds of the sale of any other property,
in exchange for shares surrendered to the Trustee by Authorized Participants (after deducting or upon payment of, in each case,
the fee of the Trustee for the surrender of shares, any expenses for the account of the investors in accordance with the terms
and conditions of the Trust Agreement, and any applicable taxes or other governmental charges).
At any time after the
expiration of 60 days following the date of termination of the Trust, the Trustee shall sell the Trust assets then held under the
Trust Agreement pursuant to the Custodial Sponsor's direction, or, if the Custodial Sponsor fails to provide such direction,
as the Trustee determines and may thereafter hold the net proceeds of any such sale, together with any other cash then held by
the Trustee under the Trust Agreement, uninvested and without liability for interest, for the pro rata benefit of the investors
that have not theretofore surrendered their shares. The Trustee shall have no liability for loss or depreciation resulting from
any sale made pursuant to the Sponsors' direction or otherwise made by the Trustee in good faith. After making such sale,
the Trustee shall be discharged from all obligations under the Trust Agreement, except to deliver to investors against the surrender
of their shares their pro rata portion of the net proceeds and other cash (after deducting, in each case, any accrued fees and
expenses, any taxes, other governmental charges or liabilities payable by the Trust, and any expenses for the account of the investors
in accordance with the terms and conditions of the Trust Agreement). Upon the termination of the Trust, the Sponsors shall be discharged
from all obligations under the Trust Agreement except for their certain obligations to the Trustee that survive termination of
the Trust Agreement.
62
Amendments
The Trustee and the
Sponsors may amend any provisions of the Trust Agreement without the consent of any person, including any investor, provided that
any amendment that imposes or increases any fees or charges (other than taxes and other governmental charges, registration fees
or other such expenses), or that otherwise prejudices any substantial existing right of the investors will not become effective
as to outstanding shares until 30 days after notice of such amendment is given to the investors. Notwithstanding the foregoing,
the Custodial Sponsor may increase or decrease the Custodial Sponsor Fee upon three business days' prior notice being posted
on the website of the Trust and upon three business days' prior notice being given to the Trustee. Every investor, at the
time any amendment so becomes effective, shall be deemed, by continuing to hold any shares or an interest therein, to consent and
agree to such amendment and to be bound by the Trust Agreement as amended thereby. In no event shall any amendment impair the right
of Authorized Participants to surrender Baskets and receive therefore the amount of Trust assets represented thereby, except in
order to comply with mandatory provisions of applicable law.
Governing Law; Consent to New York
Jurisdiction
The Trust Agreement,
and the rights of the Sponsors, the Trustee, DTC (as registered owner of the Trust's global certificates for shares) and
the investors under the Trust Agreement, are governed by New York State law. The Sponsors, the Trustee, DTC, each Authorized Participant
by its delivery of an Authorized Participant Agreement and each investor by the acceptance of a share consents to the non-exclusive
jurisdiction of the courts of the State of New York and any federal courts located in the borough of Manhattan in New York City.
Such consent is not required for any person to assert a claim of New York jurisdiction over the Sponsors or the Trustee. By consenting
to New York jurisdiction an investor waives any claim that a New York court is an inconvenient venue or is otherwise inappropriate.
As such, an investor could be required to litigate a matter relating to the Trust in a New York court, even if that court may otherwise
be inconvenient for the investor.
Fiscal Year
The fiscal year of the
Trust ends on December 31 of each year. The Administrative Sponsor, in consultation with the Custodial Sponsor, may select an alternate
fiscal year.
Not a Regulated Commodity Pool
The Trust does not trade
in gold futures contracts on COMEX or on any other futures exchange. Because the Trust does not trade in gold futures contracts
on any futures exchange, the Trust is not regulated by the CFTC under the Commodity Exchange Act as a "commodity pool,"
and is not operated by a CFTC-regulated commodity pool operator. Investors in the Trust do not receive the regulatory protections
afforded to investors in regulated commodity pools, nor may COMEX or any futures exchange enforce its rules with respect to the
Trust's activities. In addition, investors in the Trust do not benefit from the protections afforded to investors in gold
futures contracts on regulated futures exchanges.
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.
63
DESCRIPTION OF THE SHARES
The Trustee is authorized
under the Trust Agreement to create and issue an unlimited number of shares. The Trustee will create shares in Baskets (a Basket
equals a block of at least 25,000 shares) only upon the order of an Authorized Participant. The shares represent units of fractional
undivided beneficial interest in the net assets of the Trust and have no par value.
Investors may obtain
gold pricing information based on the spot price for a Fine Ounce from various financial information service providers. Current
spot prices also are generally available with bid/ask spreads from gold bullion dealers. In addition, the Trust's website
provides pricing information for gold spot prices and the shares. Market prices for the shares are available from a variety of
sources including brokerage firms, information websites and other information service providers. The Net Asset Value of the Trust
is published by a Sponsor on each day that the NYSE Arca is open for regular trading and will be posted on the Trust's website.
Any creation and issuance
of shares above the amount registered on the registration statement of which this Prospectus is a part will require the registration
of such additional shares.
Description of Limited Rights
The shares do not represent
a traditional investment and should not be viewed as similar to "shares" of a corporation operating a business enterprise
with management and a board of directors. Holders of the shares 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 investors may vote under the Trust Agreement. The shares are
entitled to be redeemed or exchanged for gold. The shares do not entitle their holders to any conversion or pre-emptive rights
or redemption rights for single shares.
Redemption of Shares
The shares may be redeemed
by or through an Authorized Participant in Baskets. See "Creation and Redemption of Shares by Authorized Participants"
for details.
Distributions
If the Trust is terminated
and liquidated, the Trustee will distribute to the investors 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. Investors of record on the record date fixed by the Trustee in consultation with the Administrative
Sponsor for a distribution will be entitled to receive their pro rata portion of any distribution.
64
Voting Rights
Under the Trust Agreement,
investors have no voting rights, except in the following limited circumstances: (i) registered holders of at least 25% of the shares
have the right to require the Trustee to cure any material breach by it of the Trust Agreement, and (ii) registered holders of
at least 75% of the shares have the right to require the Trustee to terminate the Trust Agreement. Otherwise, no investor shall
have any right to vote or in any manner otherwise to control the operation or management of the Trust. In addition, certain amendments
to the Trust Agreement require advance notice to the investors before the effectiveness of such amendments, but no investor vote
or approval is required for any amendment to the Trust Agreement.
Book-Entry Form
Individual certificates
are not issued for the shares. Instead, one or more global certificates are deposited by the Trustee with DTC and registered in
the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the shares outstanding at any time. Under
the Trust Agreement, investors may only hold shares through (i) DTC Participants, (ii) those who maintain, either directly or indirectly,
a custodial relationship with a DTC Participant ("Indirect Participants"), or (iii) those banks, brokers, dealers,
trust companies and others who hold interests in the shares through DTC Participants or Indirect Participants. The shares are only
transferable through the book-entry system of DTC. Investors who are not DTC Participants may transfer their shares through DTC
by instructing the DTC Participant holding their shares (or by instructing the Indirect Participant or other entity through which
their shares are held) to transfer the shares. Transfers will be made in accordance with standard securities industry practice.
DTC may decide to discontinue
providing its service with respect to Baskets and/or the shares by giving notice to the Trustee and the Administrative Sponsor.
Under such circumstances, the Administrative Sponsor, in consultation with the Custodial Sponsor, will find a replacement for DTC
to perform its functions at a comparable cost or, if a replacement is unavailable, the Trustee will terminate the Trust.
The rights of the investors
generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC. Because
the shares can only be held in book-entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and
any other financial intermediary through which they hold the shares to receive the benefits and exercise the rights described in
this section. Investors should consult with their broker or financial institution to find out about procedures and requirements
for securities held in book-entry form through DTC.
Share Splits
If the Administrative
Sponsor believes that the per share price in the secondary market for shares has fallen outside a desirable trading price range,
the Administrative Sponsor, in consultation with the Custodial Sponsor, may direct the Trustee to declare a split or reverse split
in the number of shares outstanding and to make a corresponding change in the number of shares constituting a Basket.
Delivery of Gold to and from the Trust
Pursuant to agreements
between Gold Corporation, in its individual capacity, and the Authorized Participants, the Basket Gold Amount to be deposited by
an Authorized Participant into the Trust Unallocated Metal Account in connection with a Purchase Order and the amount of gold to
be withdrawn from the Trust Unallocated Metal Account and delivered to an Authorized Participant in connection with a Redemption
Order shall be deposited into or withdrawn from the Trust Unallocated Metal Account either by way of transfer from or to the GC
Metal Account or by way of transfer from or to a Gold account of an Authorized Participant maintained on an Unallocated Basis by
Gold Corporation.
None of the Trustee,
the Sponsors (in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) or the Trust shall have any liability
for any loss resulting from the use of the GC Metal Account or for any act or inaction of Gold Corporation related to the GC Metal
Account.
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THE SPONSORS
Gold Corporation and
ETC are the sponsors of the Trust. The Administrative Sponsor, ETC, is an Oklahoma limited liability company majority owned by
Cottonwood ETF Holdings LLC. ETC's mailing address is 10900 Hefner Pointe Drive, Suite 207, Oklahoma City, Oklahoma 73120.
ETC is a registered investment adviser and provides investment advisory services to domestic and international equity and fixed
income ETFs. As of March 31, 2019, ETC had approximately $4.5 billion of assets under management. The Custodial Sponsor, Gold Corporation,
is a statutory body corporate established by the Gold Corporation Act and wholly-owned by the Government of Western Australia.
Its mailing address is GPO Box M924, Perth, WA 6843, Australia. Gold Corporation and its subsidiaries, trading as The Perth Mint,
supply precious metal-related products and services.
The Custodial Sponsor's Role
In exchange for the
Custodial Sponsor Fee, the Custodial Sponsor has agreed to assume the payment of expenses incurred by the Trust, including but
not limited to: organizational expenses; the Trustee's monthly fee for its ordinary services and reimbursement of its ordinary
out-of-pocket expenses; the Administrative Sponsor's fee payable pursuant to the Trust Agreement; the Custodian's fees
and expenses reimbursable to it pursuant to the Custody Agreement (if any); marketing expenses; exchange listing fees; SEC registration
fees; printing and mailing costs; maintenance expenses for the Trust's website; audit fees and expenses; and routine legal
fees and expenses (for instance, the Administrative Sponsor, with the prior approval of the Custodial Sponsor, may from time to
time employ counsel to act on behalf of the Trust and perform any legal services in connection with the Trust, including any legal
matters relating to the possible disposition or acquisition of any gold. Such fees and expenses shall be paid by the Custodial
Sponsor). However, the Custodial Sponsor will not be responsible for litigation expenses, taxes and other governmental charges,
indemnification of the Trustee or the Administrative Sponsor pursuant to the Trust Agreement, extraordinary expenses, and otherwise
as set forth in the Trust Agreement.
In addition, the Custodial
Sponsor may perform assaying of Physical Gold, and other services relating to the safe custody of gold, as necessary.
The Administrative Sponsor's
Role
The Administrative Sponsor
generally oversees the performance of the Trustee and the Trust's principal service providers, but does not exercise day-to-day
oversight of the Trustee or such service providers. The Administrative Sponsor, with the prior written approval of the Custodial
Sponsor, may remove the Trustee and appoint a successor Trustee (1) 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), (2) if, having received
written notice from the Administrative Sponsor, in consultation with the Custodial Sponsor, or registered owners acting on behalf
of at least 25% of the outstanding shares, of a material breach of the Trustee's obligations under the Trust Agreement, the
Trustee has not cured the breach within 30 days, or (3) if the Trustee fails to consent to the implementation of an amendment to
the Trust's initial Internal Control Over Financial Reporting reasonably deemed necessary by the Administrative Sponsor and,
after consultations with the Administrative Sponsor, the Administrative Sponsor and the Trustee fail to resolve their differences
regarding the proposed amendment. The Administrative Sponsor, in consultation with the Custodial 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.
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In addition, the Administrative
Sponsor: (1) will develop a marketing plan for the Trust on an ongoing basis; (2) will prepare marketing materials regarding the
shares; (3) maintains the Trust's web site; and (4) may request the Trustee to order Custodian audits (to the extent permitted
under the Custody Agreement).
Liability of the Sponsors and Indemnification
The Trust Agreement
provides that a Sponsor will not assume any obligation nor shall a Sponsor be subject to any liability to any registered owner
of shares, Authorized Participant or other person (including liability with respect to the worth of the Trust Property), except
that each Sponsor agrees to perform its obligations under the Trust Agreement without gross negligence, willful misconduct or bad
faith. A Sponsor or any of its respective directors, officers, managers, members, employees, agents or affiliates will not be liable
if the Sponsor is prevented, forbidden, subject to civil or criminal penalty or delayed in meeting its obligations under the Trust
Agreement by reason of any law, regulation, governmental or regulatory authority, stock exchange, or by reason of any act of God
or war or terrorism or other circumstances beyond its control. A Sponsor will not be liable by reason of any non-performance or
delay in the performance of any action which may be performed under the Trust Agreement or by exercising, or not, any discretion
provided for in the Trust Agreement.
Each Sponsor and its
members, managers, directors, officers, employees, agents and affiliates shall be indemnified from the Trust and held harmless
against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising out of or in connection
with the performance of its obligations under the Trust Agreement and under each other agreement entered into by such Sponsor in
furtherance of the administration of the Trust (including Authorized Participant Agreements to which the Administrative Sponsor
is a party, including the Administrative Sponsor's indemnification obligations thereunder) or any actions taken in accordance
with the provisions of the Trust Agreement, to the extent such loss, liability or expense was incurred without (i) gross negligence,
bad faith, willful misconduct or willful malfeasance on the part of such indemnified party in connection with the performance of
its obligations under the Trust Agreement or any such other agreement or any actions taken in accordance with the provisions of
the Trust Agreement, or any such other agreement, or (ii) reckless disregard on the part of such indemnified party of its obligations
and duties under the Trust Agreement, or any such other agreement. Each Sponsor (in the case of the Custodial Sponsor, in its capacity
as Custodial Sponsor) and its members, managers, directors, officers, employees, agents and affiliates shall be indemnified from
the Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising
out of or in connection with any services Gold Corporation may, directly or indirectly, separately offer or provide to any beneficial
owner. Such indemnities shall include payment from the Trust of the reasonable costs and expenses incurred by such indemnified
party in investigating or defending itself against any such loss, liability or expense or any claim therefor, provided that such
indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid by the Trust to the extent
it may be ultimately determined that such indemnified party was not entitled to be indemnified under the Trust Agreement because
clause (i) or clause (ii) of this paragraph applied.
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The Sponsors may rely
on information provided by the Trustee from the records of the Trust for securities filings, including a free writing prospectus
or marketing materials. If such information is incorrect or omits material information and is the foundation for a claim against
a Sponsor, such Sponsor may be entitled to indemnification from the Trust.
Suspension of Delivery of Physical
Gold to Investors
The delivery of Physical
Gold in exchange for shares shall be suspended in the event Gold Corporation resigns as Custodial Sponsor or, is otherwise unable
or unwilling to accept applications from investors with respect to the delivery of shares in exchange for Physical Gold. Notification
of a suspension of the delivery of Physical Gold will be communicated to investors via the Trust's website.
Management of the Sponsors
Custodial Sponsor
Mr. Richard Hayes is
the Chief Executive Officer and Caroline Preuss is the Chief Financial Officer of the Custodial Sponsor.
The Custodial Sponsor
is managed by a Board of Directors composed of Sam Walsh, Gaye McMath, Liam Twigger, John O'Connor, Mark Puzey, John Collins,
Richard Watson and Richard Hayes.
Mr. Sam Walsh, age 69,
was appointed Chair of Gold Corporation on 1 January 2019. He is Chair of the Accenture Global Mining Council (UK), the Australian
Council for the Arts, the Perth Diocesan Trust, and the Royal Flying Doctor Service (WA Ops) and is a Non-Executive Director of
Mitsui & Co (Japan). Sam held the position of Chief Executive of Rio Tinto Plc and Ltd from January 2013 to July 2016, when
he retired after 25 years with the international mining group. Prior to this, he had commenced his career in the automotive industry
where he held senior leadership roles for General Motors and Nissan Australia for 20 years. Sam has played a key role in charity,
community and business associations in Australia and the United Kingdom. In recognition of his distinguished service to the mining
industry and the community of Western Australia, Sam was appointed an Officer of the Order of Australia (AO) in 2010 and announced
Western Australia Citizen of the Year (Industry and Commerce) in 2007. Sam is a Fellow of the Australian Institute of Management,
the Australasian Institute of Mining and Metallurgy, the Australian Institute of Company Directors, and the UK Institute of Directors.
He is also a Fellow of the Chartered Institute of Purchasing and Supply, the Australian Academy of Technological Sciences and Engineering,
and was previously Treasurer of the International Council on Mining and Metals. He has a Bachelor of Commerce from Melbourne University
and has completed a Fellowship Program at Kettering University in Michigan. Sam has an Honorary Doctorate from the University of
Western Australia and from Edith Cowan University in Perth. He has been recognised with a Graduate of Distinction, Life Time Achievement
Award from the University of Melbourne, and an Honorary Fellowship from Melbourne Business School. He is the recipient of the AusIMM
Institute Medal and is a former Visiting Fellow at Oxford University.
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Ms. Gaye McMath, age
60, was appointed to the Board of Directors of the Custodial Sponsor in July 2007. She also served as the Chief Operating Officer
at the University of Western Australia (UWA) from 2014 to 2016. Prior to that, Ms. McMath held the position of Executive Director
of Finance and Resources at UWA from 2004 to 2014, and prior to that role was Pro Vice-Chancellor (Resource Management) and Chief
Financial Officer at Murdoch University from 2001 to 2004. Prior to this role, Ms. McMath had a 23 -year career with BHP Billiton,
where she held a range of Directorships on a number of domestic and international mining infrastructure subsidiary and joint venture
boards. She has also held directorships for the past 19 years in the Resources, Infrastructure, Energy, Financial Services, Property,
Education, Healthcare and the Arts.
Mr. Liam Twigger, age
56, was appointed to the Board of Directors of the Custodial Sponsor in January 2016. For the past seven years, Mr. Twigger has
also held the position of Managing Director of the web based mine broking business MinesOnline.com and currently resides on the
board as Chairman. He has over twenty years' experience in the fields of investment banking and corporate finance and was
the founding director of MinesOnline.com's parent company, PCF Capital Group. In 1995, he established Macquarie Bank's
Bullion and Commodities division in Perth, Western Australia and served as Head of Macquarie Bank Limited in Western Australia
from 1994 to 1997. Mr. Twigger is currently also Chairman of Football West Limited, the governing body for soccer in Western Australia.
Mr. John O'Connor,
age 61, was appointed to the Board of Directors of the Custodial Sponsor in January 2016. He is a former partner of PricewaterhouseCoopers
(PwC) where he spent 34 years of his career, including 24 years as an audit partner. During his time with PwC, Mr. O'Connor
held the role of Managing Partner of PwC Perth, where he also led the assurance practice. He has extensive audit experience in
the resources sector, both within Australia and globally. In March 2013, Mr. O'Connor retired from PwC and now holds a number
of non-executive director roles. He is a Fellow of the Institute of Chartered Accountants in Australia and New Zealand, a Fellow
of the Institute of Chartered Accountants in England and Wales, and a Fellow of the Institute of Company Directors.
Mr. Mark Puzey, age
56, was appointed to the Board of Directors of the Custodial Sponsor in February 2018. He is also a Non -Executive Director of
Patersons Securities Limited since October 2016. He was a partner of KPMG Australia having joined the firm over 33 years ago in
1983 until 2016. He is a Fellow of the Institute of Company Directors (FAICD) and a Fellow of the Institute of Chartered Accountants
(FCA). He graduated from The University of Western Australia in 1982 with a Bachelor of Commerce with Accounting and Computer Science
majors.
Mr. John Collins, age
63, was appointed to the Board of Gold Corporation in February 2019. Most recently he was the Chief Executive Officer and a Director
of the Western Australian Treasury Corporation (WATC) from October 2009 until January 2019. Mr Collins has more than 30 years of
international experience in finance with an emphasis on financial markets activities and banking, having held progressively more
senior leadership roles at US-based Cargill Incorporated and the ANZ Bank. His last role with ANZ was as President Director of
ANZ Panin Bank in Jakarta, Indonesia. In past years he has held executive directorships with Cargill Australia Limited, ANZ Panin
Bank and the WATC. Mr. Collins has an MBA from the University of St Thomas in St Paul, Minnesota and a Bachelor of Science in Business
Administration from the Ohio State University in Columbus, Ohio in the United States. Both qualifications had specialisations in
finance. He became a Graduate Member of the Australian Institute of Company Directors in 2010 and first acquired his Australian
Financial Markets Association accreditation in 1998.
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Mr. Richard Watson,
age 49, was appointed to the Board of Gold Corporation in February 2019. He is the Executive Director of Infrastructure and Finance,
having commenced this role in July 2018, and prior to this, he was Executive Director of the Economic Business Unit in the Department
of Treasury from May 2014. Mr. Watson is responsible for the overseeing and governance of the trading enterprises within the Government
of Western Australia, supporting the State's financial management framework, legislative and accounting standards, and upholding
the efficient and effective delivery of treasury services for the State of Western Australia.
Mr. Richard Hayes, age
59, was appointed to the Board of Directors of the Custodial Sponsor in April 2003. He has also served as Chief Executive officer
of the Custodial Sponsor since July 2015. Mr. Hayes had been Chief Financial Officer and Deputy CEO since joining the Custodial
Sponsor in March 2003. Mr. Hayes was previously the Chief Operating Officer and an Executive Director of AGR Matthey from October
2002 to March 2003 and prior to that he was Director, Finance and Deputy Managing Director of AGR Joint Venture from December 1998
to October 2002. Prior to that, he was Chief Financial Officer and Company Secretary of Golden West Refining Corporation Ltd, an
ASX-listed company controlled by N M Rothschild & Sons Ltd, which, in December 1998, merged with Gold Corporation's refining
and jewelry manufacturing business to become the AGR Joint Venture.
Ms. Caroline Preuss,
age 36, was appointed Chief Financial Officer of the Custodial Sponsor in August 2015 and has worked for the Custodial Sponsor
since 2013. Prior to her current role, Ms. Preuss was at PricewaterhouseCoopers where she specialised in Financial Services and
Mining across Australia, the UK and the USA. Ms. Preuss holds a Bachelor of Commerce and Bachelor of Science from the University
of Western Australia and a Post Graduate Diploma in Chartered Accounting. Since 2010, Ms. Preuss has been a Lecturer, Facilitator
and Exam Panel Member for the Institute of Chartered Accountants Australia and New Zealand.
Administrative Sponsor
J. Garrett Stevens is
the Chief Executive Officer and Richard Hogan is the President of the Administrative Sponsor. Jay Baker is the Administrative Sponsor's
Director of Capital Markets.
Mr. J. Garrett Stevens,
age 39, has served as the Chief Executive Officer of the Administrative Sponsor since 2009. In this position, he oversees and is
actively involved in the firm's daily operations. He is also President and Chairman of the Board of the Exchange Traded Concepts
Trust I and President of ETC Trust II and holds the position of Chairman of the Administrative Sponsor's Executive Committee.
Prior to joining the Administrative Sponsor, Mr. Stevens founded FaithShares in 2009 where he served as CEO, launching the first
family of faith-based ETFs in the marketplace. Mr. Stevens began his professional career in 2000 as a stock broker and investment
advisor at T.S. Phillips Investments, Inc. serving as vice president. Mr. Stevens holds a Bachelor's degree in Finance from
Oklahoma State University.
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Mr. Richard Hogan, age
57, has served as the President of the Administrative Sponsor since 2011. Previously, Mr. Hogan was a Founder and Managing Member
of Yorkville ETF Advisors, a sponsor of exchange traded funds which were sold to Van Eck in 2016. He began his professional career
as an Independent Options Trader on the floors of the New York Stock Exchange and American Stock Exchange. After successfully trading
his own account, Mr. Hogan was recruited by Spear, Leeds & Kellogg ("SLK") as a Specialist in early 1987. Mr. Hogan
became a Limited Partner at SLK in 1990 and a Managing Director in 1992. As Managing Director of the Index Derivatives Group, Mr.
Hogan established trading operations in Chicago, Singapore and London as well as other satellite operations. In 2000, Mr. Hogan
became a Managing Director of Goldman Sachs when SLK was merged. He played a critical role in combining the ETF operations of SLK,
Goldman and Hull Trading, a prior Goldman acquisition. Since 2002, Mr. Hogan has been actively managing his own portfolio. He graduated
from Villanova University in 1983 with an Honors Bachelor of Arts degree.
Mr. Jay Baker, age 68,
joined the Administrative Sponsor in September 2011 and serves as Director of Capital Markets, focusing primarily on new Business
Development. Mr. Baker played a lead role in the creation and successful launch of the Yorkville products - one of which being
the first ETF launched on ETC's platform in 2012 - which were acquired by Van Eck in early 2016. Through Mr. Baker's
leadership and expertise, he has since assisted in bringing 19 funds to market through ETC, whose assets now total approximately
$2 billion to date. Prior to his partnership with the Administrative Sponsor, Mr. Baker spent 12 years at Goldman Sachs, where
he was a Vice President of ETF Business Development for their Electronic ETF Trading Group. He previously worked at the American
Stock Exchange in the ETF and Options department and was involved with marketing of the SPDR, the first ETF launched in the United
States. The SPDR trades 200 million shares a day and has approximately $200 billion in AUM. Mr. Baker graduated from Ohio Wesleyan
University with a BA and received an MBA in Finance from Pace University.
There have been no events
under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of
the ability and integrity of any executive officer, manager, promoter or control person of a Sponsor during the past ten years.
Successor Sponsors
Neither the Trustee
nor a remaining Sponsor has an obligation to appoint a successor Sponsor or to assume the duties of a Sponsor and will have no
liability to any person because the Trust is or is not terminated as described in "Description of the Trust—Terminating
the Trust" above.
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THE TRUSTEE
BNYM, a banking corporation
organized under New York State law with trust powers, serves as the Trustee. The Trustee has a trust office at 2 Hanson Place,
Brooklyn, New York 11217. The Trustee 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, Net Asset Value of
the Trust, transaction fees for the creation and redemption of Baskets and the names of the parties that have executed an Authorized
Participant Agreement may be obtained from the Trustee. A copy of the Trust Agreement is available for inspection at the Trustee's
trust office identified above. Under the Trust Agreement, the Trustee is required to maintain capital, surplus and undivided profits
of at least $150 million.
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) valuing the Trust's gold and calculating the Net Asset Value per share of the Trust;
(2) supplying inventory information received from the Custodian to the Administrative Sponsor for the Trust's website; (3)
receiving and processing orders from Authorized Participants for the creation and redemption of Baskets; (4) coordinating the processing
of orders from Authorized Participants with the Custodian and DTC, including coordinating with the Custodian the receipt of gold
transferred to the Trust in connection with each issuance of Baskets; (5) transferring gold to the Custodial Sponsor in lieu of
paying the Custodial Sponsor Fee in cash; (6) transferring gold to the Custodial Sponsor in lieu of reimbursing the Custodial Sponsor
for cash payments owed by the Trust, but undertaken by the Custodial Sponsor; (7) selling the Trust's gold pursuant to a
Sponsor's direction or otherwise as needed to pay any extraordinary Trust expenses that are not assumed by a Sponsor; (8)
holding the Trust's cash and other financial assets, if any; (9) when appropriate, making distributions of cash or other
property (other than gold) to investors; and (10) receiving and reviewing reports on the custody of and transactions in the Trust's
gold from the Custodian and taking such other actions in connection with the custody of gold as a Sponsor instructs. The Trustee
shall, with respect to directing the Custodian, act in accordance with the instructions of the Custodial Sponsor or the Administrative
Sponsor in accordance with the Trust Agreement. Under the agreement with the Custodian, the Trustee, the Administrative Sponsor
and their Physical Gold auditors may visit the premises of the Custodian for the purpose of examining the Trust's gold and
certain related records maintained by the Custodian.
The Trustee does not
monitor the performance of the Custodian other than to review the reports provided by the Custodian pursuant to the Custody Agreement.
The Trustee, along with the Sponsors, will liaise with the Trust's legal, accounting and other professional service providers
as needed. The Trustee will assist and support the Administrative 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 will be paid by the
Custodial 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.
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The Trustee will keep
proper books of registration and transfer of shares at its office located in New York or such office as it may subsequently designate.
These books and records are open to inspection by any person who establishes to the Trustee's satisfaction that such person
is an investor at all reasonable times during the usual business hours of the Trustee. The Trustee will keep a copy of the Trust
Agreement on file in its office which will be available for inspection on reasonable advance notice at all reasonable times during
its usual business hours by any investor.
Qualifications of the Trustee
The Trust Agreement
provides that the Trustee and any successor trustee must be (1) a bank, trust company, corporation or national banking association
organized and doing business under the laws of the United States or any of its states and authorized under such laws to exercise
corporate trust powers, (2) a participant in DTC or such other securities depository as shall then be acting with respect to the
shares and (3) unless counsel to a Sponsor, the appointment of which is acceptable to the Trustee, determines that such requirement
is not necessary for the exception under section 408(m)(3)(B) of the Code to apply, a banking institution as defined in Code section
408(n). The Trustee and any successor trustee must have, at all times, an aggregate capital, surplus, and undivided profits of
at least $150 million.
General Duty of Care of Trustee
The Trustee is a fiduciary
under the Trust Agreement; provided, however, that the fiduciary duties and responsibilities and liabilities of the Trustee are
limited by, and are only those specifically set forth in, the Trust Agreement. For limitations of the fiduciary duties of the Trustee,
see the limitations on liability set forth in "The Trustee-Limitation on Trustee's liability" and "The
Trustee-Trustee's Liability for Custodial Services and Agents."
Limitation on Trustee's Liability
The Trust Agreement
provides that the Trustee will not assume any obligation nor shall the Trustee be subject to any liability to any registered or
beneficial owner of shares, Authorized Participant or other person (including liability with respect to the worth of the Trust
Property), except that the Trustee agrees to perform its obligations under the Trust Agreement without gross negligence, willful
misconduct or bad faith. The Trustee shall not have any obligation or liability for, or otherwise related to, any services Gold
Corporation may, directly or indirectly, separately offer or provide to any beneficial owner. In no event will the Trustee be liable
for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document (1) from a
Sponsor, the Custodian or any entity acting on behalf of either which the Trustee believes is given pursuant to or is authorized
by the Trust Agreement or the Custody Agreement, respectively; and (2) from or on behalf of any Authorized Participant which the
Trustee believes is given pursuant to or is authorized by an Authorized Participant Agreement (provided that the Trustee has complied
with the verification procedures specified in the Authorized Participant Agreement). In no event will the Trustee be liable for
acting or omitting to act in reliance upon the advice of or information from legal counsel, accountants, any Authorized Participant,
any registered owner, any beneficial owner, or any other person believed by it in good faith to be competent to give such advice
or information. The Trustee or any of its respective directors, officers, managers, members, employees, agents or affiliates will
not be liable if the Trustee is prevented, forbidden, subject to civil or criminal penalty or delayed in meeting its obligations
under the Trust Agreement by reason of any law, regulation, governmental regulatory authority, stock exchange, or by reason of
any act of God or war or terrorism or other circumstances beyond its control.
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The Trustee will not
be liable by reason of any non-performance or delay in the performance of any action which may be performed under the Trust Agreement
or by exercising, or not, any discretion provided for in the Trust Agreement. The Trustee will not be liable for any indirect,
consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable
or contemplated, or for an amount in excess of the value of the Trust's assets.
Trustee's Liability for Custodial
Services and Agents
The Trust Agreement
provides that the Trustee will not be answerable for the default or misconduct of the Custodian, agents, attorneys, accountants,
auditors and other professionals appointed by the Sponsors to provide services on behalf of the Trust. The Trustee may also employ
custodians for Trust assets other than gold, agents, attorneys, accountants, auditor and other professionals (including any affiliate
of the Trustee or of a Sponsor) and shall not be answerable for the default or misconduct of any such custodians, agents, attorneys,
accountants, auditors or other professionals if such custodians, agents, attorneys, accountants, auditors or other professionals
were selected with reasonable care. In no event shall the Trustee be liable for (i) any loss or damage resulting from the actions
or omissions of, or the insolvency of, the Custodian or any Sub-Custodian or loss or damage to the gold while in the possession
of, or in transit to or from, the Custodian or any Sub-Custodian, (ii) the amount, validity or adequacy of insurance maintained
by the Custodian or any Sub-Custodian, (iii) any defect in gold held by the Custodian or any Sub-Custodian, (iv) any failure of
the gold to conform to the requirements of London Bars or otherwise conform to the requirements of Physical Gold and (v) any failure
of gold to conform to a description thereof provided by the Custodian to the Trustee.
Taxes
Under the Trust Agreement,
the Trustee will not be personally liable for any taxes or other governmental charges imposed on the gold or its custody, moneys
or other Trust assets, or on the income therefrom or the sale or proceeds of the sale thereof, or on it as Trustee or on or in
respect of the Trust or the shares that it may be required to pay under any present or future law of the United States or of any
other taxing authority having jurisdiction. For all such taxes and charges and for any expenses, including reasonable counsel's
fees, that the Trustee may sustain or incur with respect to such taxes or charges, the Trustee will be reimbursed and indemnified
out of the Trust's assets, and the payment of such amounts shall be secured by a lien on the Trust.
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Indemnification of the Trustee
The Trust Agreement
provides that the Trustee, its directors, officers, employees, shareholders agents and affiliates (as defined under the Securities
Act) shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees
and expenses of counsel) arising out of or in connection with the performance of its obligations under the Trust Agreement and
under each other agreement entered into by the Trustee in furtherance of the administration of the Trust (including the Custody
Agreement and any Authorized Participant Agreement, including the Trustee's indemnification obligations under these agreements),
or otherwise by reason of the Trustee's acceptance or administration of the Trust to the extent such loss, liability or expense
was incurred without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such indemnified
party in connection with the performance of its obligations under the Trust Agreement or any such other agreement, or any actions
taken in accordance with the provisions of this Agreement or any such other agreement, or (ii) reckless disregard on the part of
such indemnified party of its obligations and duties under the Trust Agreement or any such other agreement. Each indemnified party
shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the reasonable fees and
expenses of counsel) arising out of or in connection with any services Gold Corporation may, directly or indirectly, separately
offer or provide to any beneficial owner. Such indemnities shall include payment from the Trust of the reasonable costs and expenses
incurred by such indemnified party in investigating or defending itself against any such loss, liability or expense or any claim
therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable costs and expenses paid
by the Trust to the extent it may be ultimately determined that such indemnified party was not entitled to be indemnified under
the Trust Agreement because clause (i) or clause (ii) of the sentence preceding the prior sentence applied. Any amounts payable
to an indemnified party may be payable in advance or shall be secured by a lien on the Trust.
Indemnity for Actions Taken to Protect
the Trust
Under the Trust Agreement,
the Trustee is under no obligation to appear in, prosecute or defend any action that in its opinion may involve it in expense or
liability, unless it is furnished with reasonable security and indemnity against the expense or liability. The Trustee's
costs and expenses resulting from actions taken to protect the Trust and the rights and interests of investors under the Trust
Agreement are deductible from and will constitute a lien against the Trust's assets. Subject to the preceding conditions,
the Trustee shall, in its discretion, undertake such action as it may deem necessary to protect the Trust and the rights and interests
of investors pursuant to the terms of the Trust Agreement.
Protection for Amounts Due to Trustee
The Trustee is entitled
to receive from the Custodial Sponsor fees for its ordinary services and reimbursement for its out-of-pocket expenses in accordance
with a written agreement between the Custodial Sponsor and the Trustee. Should the Custodial Sponsor fail to pay such fees and
expenses, the Trustee is authorized to charge such fees and expenses to the Trust, in an amount not exceeding the amount that could
be charged to the Trust in respect of the Custodial Sponsor Fee (and the Trustee may charge such fees and expenses to the Trust
to such extent without regard to whether, because of the Custodial Sponsor default, fee waiver or other reason, the Custodial Sponsor
may not then be entitled to such fee), and any subsequent amounts paid to the Custodial Sponsor pursuant to the Trust Agreement
shall be net of amounts so withheld. The Trustee's right of reimbursement shall be secured by a lien on amounts chargeable
to the Trust for the Custodial Sponsor Fee without giving effect to any fee waiver then in effect, prior to the interest of the
Sponsors, the investors and any other person.
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The Trustee is entitled
to charge, and to be reimbursed by, the Trust for all expenses and disbursements incurred by it in the performance of its duties
under the Trust Agreement, including the reasonable fees and disbursements of its legal counsel and expenses identified in the
Custody Agreement as payable by the Trustee, other than (1) amounts payable by the Custodial Sponsor to the Trustee as described
in the preceding paragraph, (2) expenses and disbursements incurred by the Trustee prior to the commencement of the trading of
shares on the NYSE Arca and (3) fees of agents for performing services the Trustee is required to perform under the Trust Agreement.
The Trustee's right of reimbursement for expenses and disbursements under this paragraph shall constitute a lien on, and
the amount thereof shall be deductible against, the assets of the Trust.
Any pecuniary cost,
expense or disbursement of the Trustee resulting from actions taken to protect the Trust and the rights and interests of investors
pursuant to the Trust Agreement, including the Trustee's appearance in, prosecution of or defense of any action that it considers
necessary or desirable to protect the Trust or the interests of the investors, shall be deductible from, and constitute a lien
on, the assets of the Trust.
Holding of Trust Property Other Than
Gold
All moneys held by the
Trustee shall be held by it, without interest thereon or investment thereof, as a deposit for the account of the Trust. Such held
monies shall be deemed segregated by maintaining such monies in an account or accounts for the exclusive benefit of the Trust.
The Trustee may also employ custodians for Trust assets other than gold, agents, attorneys, accountants, auditors and other professionals
(including any affiliate of the Trustee and of a Sponsor) and shall not be answerable for the default or misconduct of any such
custodians, agents, attorneys, accountants, auditors and other professionals if such custodians, agents, attorneys, accountants,
auditors or other professionals shall have been selected with reasonable care. Any Trust assets other than gold or cash will be
held by the Trustee either directly or through the Federal Reserve/Treasury Book Entry System for United States and federal agency
securities (Book Entry System), DTC, or through any other clearing agency or similar system (Clearing Agency), if available. The
Trustee will have no responsibility or liability for the actions or omissions of the Book Entry System, DTC or any Clearing Agency.
The Trustee shall not be liable for ascertaining or acting upon any calls, conversions, exchange offers, tenders, interest rate
changes, or similar matters relating to securities held at DTC or with any Clearing Agency unless the Trustee has received actual
and timely notice of the same.
Resignation, Discharge or Removal
of Trustee; Successor Trustees
Under the Trust Agreement,
the Trustee may at any time resign as Trustee by written notice of its election to do so and delivery of such notice to the Sponsors,
and such resignation shall take effect upon the appointment of a successor Trustee and its acceptance of such appointment as provided
in the Trust Agreement.
The Administrative Sponsor,
with the prior written approval of the Custodial Sponsor, may remove the Trustee as trustee by written notice delivered to the
Trustee no more than 120 and at least 90 days prior to the fifth anniversary of the date of the Trust Agreement or, thereafter,
by written notice delivered to the Trustee no more than 120 and at least 90 days prior to the last day of any subsequent three-year
period. Subject to the terms of the Trust Agreement, such removal shall take effect upon the appointment of a successor trustee
and its acceptance of such appointment.
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The Administrative Sponsor,
with the prior written approval of the Custodial Sponsor, may also remove the Trustee at any time if the Trustee (1) ceases to
be a Qualified Bank (as defined below), (2) is in material breach of its obligations under the Trust Agreement and fails to cure
such breach within 30 days after receipt of written notice from the Administrative Sponsor, in consultation with the Administrative
Sponsor, or investors acting on behalf of at least 25% of the outstanding shares specifying such default and requiring the Trustee
to cure such default, or (3) fails to consent to the implementation of an amendment to the Trust's initial Internal Control
Over Financial Reporting deemed necessary by the Administrative Sponsor and, after consultations with the Administrative Sponsor,
the Administrative Sponsor and the Trustee fail to resolve their differences regarding such proposed amendment. Under such circumstances,
the Administrative Sponsor, in consultation with the Custodial Sponsor, acting on behalf of the investors, may remove the Trustee
by written notice delivered to the Trustee and such removal shall take effect upon the appointment of a successor Trustee and its
acceptance of such appointment.
A "Qualified Bank"
means a bank, trust company, corporation or national banking association organized and doing business under the laws of the United
States or any State of the United States that is authorized under those laws to exercise corporate trust powers and that (1) is
a DTC Participant or a participant in such other depository as is then acting with respect to the shares; (2) unless counsel to
a Sponsor, the appointment of which is acceptable to the Trustee, determines that the following requirement is not necessary for
the exception under Section 408(m) of the Code, to apply, is a banking institution as defined in Section 408(n) of the Code and
(3) had, as of the date of its most recent annual financial statements, an aggregate capital, surplus and undivided profits of
at least $150 million.
The Administrative Sponsor,
in consultation with the Custodial Sponsor, may also remove the Trustee at any time if the Trustee merges into, consolidates with
or is converted into another corporation or entity in a transaction in which the Trustee is not the surviving entity. The surviving
entity from such a transaction shall be the successor of the Trustee without the execution or filing of any document or any further
act; however, during the 90-day period following the effectiveness of such transaction, the Administrative Sponsor may, in consultation
with the Custodial Sponsor, by written notice to the Trustee, remove the Trustee and designate a successor Trustee.
If the Trustee resigns
or is removed, the Administrative Sponsor, with the prior written approval of the Custodial Sponsor, shall use its reasonable efforts
to appoint a successor Trustee, which shall be a Qualified Bank. Every successor Trustee shall execute and deliver to its predecessor
and to the Sponsors, acting on behalf of the investors, an instrument in writing accepting its appointment under the Trust Agreement,
and thereupon such successor Trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties
and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due it and on the written request
of the Sponsors, acting on behalf of the registered owners of shares, shall execute and deliver an instrument transferring to such
successor all rights and powers of such predecessor under the Trust Agreement, shall duly assign, transfer and deliver all right,
title and interest in the Trust's assets to such successor, and shall deliver to such successor a list of the registered
owners of all outstanding shares. The Sponsors or any such successor Trustee shall promptly give notice of the appointment of such
successor Trustee to the investors.
If the Trustee resigns
and no successor trustee is appointed within 60 days after the date the Trustee issues its notice of resignation, the Trustee will
terminate and liquidate the Trust and distribute its remaining assets.
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THE CUSTODIAN
Gold Corporation serves
also as the Custodian for the Trust's gold bullion. The Custodian's office is located at 310 Hay Street, East Perth,
WA 6004, Australia.
The Custodian's Role
The Custodian is responsible
for holding the Trust's gold, as well as receiving and converting allocated and unallocated gold on behalf of the Trust.
The Custodian shall store Physical Gold in its own vaulting facilities, generally in Perth, Australia, or such other locations
where the Custodian may maintain vaulting facilities from time to time, and utilize the services of its appointed secure transportation
provider(s) at the risk of the Custodian. The Custodian may appoint sub-custodians from time to time for the custody and safekeeping
of Physical Gold, but the Custodian remains liable for the custody and safe-keeping of that Physical Gold.
In an effort to ensure
that gold held by the Custodian is safe, the Custodian employs a team of specialist security officers to monitor for external and
internal threats and who work closely with specialist gold detectives from the West Australian Police Force. The Custodian's
vaults are Category 11 vaults, meet AUS/NZ Standards 3809, and have each been vetted by the Custodian's underwriters. The
Custodian's sites are monitored 24 hours per day with video recordings and access to and within its facilities are controlled
electronically from a Class 1 Security Control Room. The Custodian's risk management team ensures compliance with an extensive
level of procedural security for receiving, releasing and accounting for precious metal (including a Metals Accountant whose sole
focus is ongoing reconciliation of the Custodian's ounce assets and liabilities). Additionally, the Custodian's specialist
security officers, risk team and insurers will vet and approve the use of any Sub-Custodians to ensure the gold they hold for and
on behalf of the Custodian is as safely and securely held by them to the same high standards as those of the Custodian.
The Custodian must allocate,
or cause to be allocated, ownership of gold to the Trust Allocated Metal Account such that no amount of gold remains standing to
the credit of the Trust Unallocated Metal Account at the Custodian's close of business on each Business Day. In the event
that the Custodian is unable to fully effect such allocation by such time due to reasons outside of its or its Sub-Custodian's
control, the Custodian will use reasonable efforts to cause such allocation as soon as possible.
The Custodian converts
the Trust's gold between allocated and unallocated gold when: (1) Authorized Participants engage in creation and redemption
transactions with the Trust; (2) gold is transferred to the Custodial Sponsor's account to pay the Custodial Sponsor Fee
or reimburse costs, expenses and other amounts to which the Custodial Sponsor is entitled to be reimbursed in accordance with the
Trust Agreement; or (3) gold is sold to pay Trust expenses. The Custodian will facilitate the transfer of gold in and out of the
Trust through the GC Metal Account as applicable. The Custodian is responsible for allocating gold to the Trust Allocated Metal
Account. The Custodian's obligations in relation to gold owned by the Trust and held in safekeeping by the Custodian (whether
in the Trust Unallocated Metal Account, Trust Allocated Metal Account or the GC Metal Account) are held subject to the Government
Guarantee.
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If for any reason Physical
Gold credited to the Trust Allocated Metal Account (i) does not meet the requirements for Physical Gold or (ii) does not contain
the number of Fine Ounces that has been reported to the Trustee, the Custodian shall as soon as practical replace such Physical
Gold with Physical Gold that meets the requirements for Physical Gold or contains the number of Fine Ounces reported to the Trustee
by (i) debiting the Trust Allocated Metal Account and crediting the Trust Unallocated Metal Account with the requisite amount of
Physical Gold to be replaced, (ii) providing replacement Physical Gold that is of an amount that approximates the amount of Physical
Gold to be replaced as closely as practical, and (iii) debiting the Trust Unallocated Metal Account and crediting the Trust Allocated
Metal Account with the requisite amount of replacement Physical Gold. The Custodian shall not start the foregoing replacement process
on a particular Business Day unless it is reasonably sure that such replacement process can be started and completed in the same
Business Day. The Custodian shall notify the Trustee as soon as practicable on the Business Day (but no later than the end of business
on such Business Day) when (i) the Custodian has determined that Physical Gold credited to the Trust Allocated Metal Account is
to be replaced and (ii) when replacement Physical Gold has been credited to the Trust Allocated Metal Account in accordance with
the above instructions. The cost of any such replacement shall be borne by the Custodian.
The Custodian may from
time to time employ Sub-Custodians solely for the custody and safekeeping of Physical Gold, including in locations where the Custodian
does not maintain its own vaulting or other secure storage facilities or when the Custodian's vaulting facilities are insufficient
to hold the Physical Gold of the Trust. The Custodian will use reasonable care in selecting any Sub-Custodian. In selecting any
Sub-Custodian with reasonable care, the Custodian is to determine if such Sub-Custodian can reasonably be expected to operate in
a reasonable and prudent manner and in compliance with all relevant laws, rules and regulations applicable to its services as a
sub-custodian of Gold. Any Physical Gold held by a Sub-Custodian shall be recorded by the Custodian as being held in the Trust
Allocated Metal Account at all times. The Custodian shall be liable in contract, tort or otherwise for any loss, damage or expense
arising directly or indirectly from any act or omission, or insolvency, of any Sub-Custodian. The Custodian will provide the Trustee
and the Administrative Sponsor with the name and address of any Sub-Custodian the Custodian selects, along with any other information
which the Trustee or the Administrative Sponsor may reasonably request concerning the appointment of such Sub-Custodian.
The Custodian will provide
the Trustee with regular reports detailing the gold transfers in and out of the Trust Unallocated Metal Account and identifying
the gold bars held in the Trust Allocated Metal Account.
The Custodian receives
the Custodial Sponsor Fee under the terms of the Trust Agreement and shall receive no additional compensation for its services
to the Trust under the Custody Agreement. 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 an agent for their customers and for accounts over which they exercise
investment discretion. The Trustee, on behalf of the Trust, has entered into agreements with the Custodian, under which the Custodian
maintains the Trust Allocated Metal Account and the Trust Unallocated Metal Account.
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Under the Trust Agreement,
the Administrative Sponsor, in consultation with the Custodial Sponsor, is responsible for appointing accountants or other inspectors
to monitor the accounts and operations of the Custodian and for enforcing the obligations of the Custodian as is necessary to protect
the Trust and the rights and interests of the investors. Under the Custody Agreement, the Custodian has agreed, and will procure
that any Sub-Custodian will agree, to permit Physical Gold auditors access to their respective premises during normal business
hours to examine the gold held for the Trust and such records as they reasonably require. The Trustee has no obligation to monitor
the activities of the Custodian or any Sub-Custodian other than to receive and review such reports of the gold held for the Trust
by the Custodian and of transactions in gold held for the account of the Trust made by the Custodian pursuant to the Custody Agreement.
Description of the Custody Agreement
The Trustee has entered
into the Custody Agreement with the Custodian on the Trust's behalf. The Custody Agreement establishes the Trust Allocated
Metal Account and the Trust Unallocated Metal Account with the Custodian and defines the Custodian's responsibilities to
the Trust, including the obligation to maintain the GC Metal Account.
Trust Allocated Metal
Account Reports
In respect of each Business
Day, the Custodian will transmit to the Trustee a statement of account together with a report (i) showing the increases and decreases
to the Physical Gold standing to the Trustee's credit in the Trust Allocated Metal Account and identifying separately each
transaction and the Business Day on which it occurred and (ii) identifying each individual item of Physical Gold held in the Trust
Allocated Metal Account, including refiner, assay, serial numbers and gross and fine weight, as applicable. The Custodian will
use commercially reasonable efforts to send that statement of account and accompanying reports on or before the Custodian's
close of business in respect to each Business Day. At the same time as that statement of account is provided to the Trustee in
respect to any Business Day, the Custodian will also send the Trustee a notification of (i) each separate transaction, if any,
transferring Gold to the Trust Allocated Metal Account from the Trust Unallocated Metal Account, (ii) the amount of Gold, if any,
transferred from the Trust Allocated Metal Account to the Trust Unallocated Metal Account and (iii) the closing balance of Physical
Gold held in the Trust Unallocated Metal Account for such Business Day. In addition, the Custodian will provide the Trustee with
such information about the increases and decreases to the Gold standing to the Trustee's credit in the Trust Allocated Metal
Account on a same-day basis at such other times and in such other form as the Trustee and the Custodian shall agree. For each calendar
month, the Custodian will provide the Trustee within a reasonable time after the end of the month a statement of account for the
Trust Allocated Metal Account which shall include the opening and closing monthly balance and all transfers to and from the Trust
Allocated Metal Account, accompanied by one or more weight lists containing information sufficient to identify each item of Physical
Gold held in the Trust Allocated Metal Account as of the last Business Day of the calendar month and the party having physical
possession thereof, including any Sub-Custodian or any sub-custodian of a Sub-Custodian. The Custodian also will provide the Trustee
with additional weight lists in respect of the Physical Gold held in the Trust Allocated Meal Account from time to time upon the
Trustee's reasonable request. All such reports will be made available to the Trustee by means of authenticated email message,
provided that, if the email messaging system is unavailable for any reason, the Trustee and the Custodian will agree upon a temporary
notification system for making such reports available to the Trustee.
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Trust Unallocated
Metal Account Reports
In respect of each Business
Day, the Custodian will transmit to the Trustee a statement of account together with a report showing the increases and decreases
to the Gold standing to the Trustee's credit in the Trust Unallocated Metal Account, and identifying separately each transaction
and the Business Day on which it occurred. The Custodian will use commercially reasonable efforts to send that statement of account
and accompanying reports on or before the Custodian's close of business in respect to each Business Day. At the same time
as that statement of account is provided to the Trustee in respect to any Business Day, the Custodian will also send the Trustee
a notification of (i) each separate transaction, if any, transferring Gold to the Trust Unallocated Metal Account, including the
amount of Gold transferred to the Trust Unallocated Metal Account and the AP Account from which such Gold is transferred (either
directly or indirectly through the GC Metal Account); (ii) the amount of Gold, if any, transferred from the Trust Unallocated Metal
Account to the Trust Allocated Metal Account or to any AP Account (either directly or through the GC Metal Account); and (iii)
the amount of any Gold borrowed pursuant to the Custody Agreement; and (iv) the closing balance of Gold credited to the Trust Unallocated
Metal Account for such Business Day. In addition, the Custodian will provide the Trustee such information about the increases and
decreases to the Gold standing to the Trustee's credit in the Trust Unallocated Metal Account on a same-day basis at such
other times and in such other form as the Trustee and the Custodian shall agree. For each calendar month, the Custodian will provide
the Trustee within a reasonable time after the end of the month a statement of account for the Trust Unallocated Metal Account,
which shall include the opening and closing monthly balance and all transfers to and from the Trust Unallocated Metal Account.
All such reports will be made available to the Trustee by means of authenticated email message, provided that, if the email messaging
system is unavailable for any reason, the Trustee and the Custodian will agree upon a temporary notification system for making
such reports available to the Trustee.
Transfers into the
GC Metal Account and the Trust Unallocated Metal Account
The Custodian will credit
to the Trust Unallocated Metal Account the amount of gold it receives from an Authorized Participant's account (as applicable
via the GC Metal Account). Additionally, in the ordinary course, the only gold the Custodian will accept for credit to the Trust
Unallocated Metal Account is gold that has transferred from an Authorized Participant's account, the Trust Allocated Metal
Account, the GC Metal Account or another metal account held in the name of the Custodian.
Transfers from the
Trust Unallocated Metal Account
The Custodian will arrange
for the transfer of gold from the Trust Unallocated Metal Account only in accordance with the Trustee's instructions to the
Custodian. A transfer of gold from the Trust Unallocated Metal Account may only be made (1) by transferring gold to an Authorized
Participant's account (directly or through the GC Metal Account), (2) by transferring gold to the Trust Allocated Metal Account,
(3) by transferring gold to the Custodial Sponsor's account for the payment of the Custodial Sponsor Fee and for the reimbursement
of costs, expenses and other amounts to which the Custodial Sponsor is entitled to be reimbursed for in accordance with the Trust
Agreement, (4) the collection of Physical Gold from the Custodian at its vault premises or such other location as the Custodian
may direct, or (5) by transfer to an account maintained by the Custodian or a third party on an unallocated basis in connection
with the sale of gold or other transfers permitted under the Trust Agreement. Transfers made pursuant to clauses (4) and (5) will
be made only on an exceptional basis, with transfers under clause (5) to include transfers made in connection with a sale of gold
to pay extraordinary expenses of the Trust not paid by a Sponsor or on the liquidation of the Trust. Any gold made available in
physical form by the Custodian will be in a form that complies with the rules, regulations, practices and customs of the LBMA,
the Bank of England or any applicable regulatory body that apply to such gold or in such other form as may be agreed between the
Trustee and the Custodian, and, unless specifically selected by the Trustee, in all cases will comprise one or more whole gold
bars selected by the Custodian.
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The Custodian must allocate,
or cause to be allocated, ownership of gold to the Trust Allocated Metal Account such that no amount of gold remains standing to
the credit of the Trust Unallocated Metal Account at the Custodian's close of business on each Business Day. In the event
that the Custodian is unable to fully effect such allocation by such time due to reasons outside of its or its Sub-Custodian's
control, the Custodian will use reasonable efforts to cause such allocation as soon as possible.
Right to Refuse Transfers
or Amend Transfer Procedures
The Custodian may refuse
to accept instructions to transfer gold to or from the Trust Unallocated Metal Account or the Trust Allocated Metal Account if,
in the Custodian's opinion, they are or may be contrary to the rules, regulations, practices and customs of the LBMA or the
Bank of England or contrary to any applicable law. The Custodian may amend the procedures for transferring gold to or from the
Trust Unallocated Metal Account or the Trust Allocated Metal Account (i) due to a change in rules or procedures of the LBMA, or
(ii) with the consent of the Trustee and the Administrative Sponsor. The Custodian will, whenever practical, notify the Trustee
and the Administrative Sponsor within a commercially reasonable time before the Custodian amends these procedures or imposes additional
ones.
Trust Allocated and
Trust Unallocated Metal Account Credit and Debit Balances
No interest will be
paid by the Custodian on any credit balance to the Trust Unallocated Metal Account or the Trust Allocated Metal Account. The Trust
Allocated Metal Account may not at any time have a debit or negative balance.
Exclusion of Liability
The Custodian will use
reasonable care in the performance of its duties under the Custody Agreement provided always that its liability for any loss or
damage suffered by the Trust or the Trustee in connection with the Custody Agreement (including in relation to any lost or damaged
Physical Gold) shall not exceed the cash equivalent of all Gold due, payable and deliverable by the Custodian (that being the extent
of the liability coverage provided by the Government Guarantee).
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Indemnity
The Trustee will, solely
out of and to the extent of the Trust's assets, indemnify and keep indemnified the Custodian (on an after-tax basis) on demand
against all costs and expenses, damages, liabilities and losses (other than expenses assumed by the Custodial Sponsor under the
Trust Agreement or the Custody Agreement) that the Custodian may suffer or incur directly or indirectly in connection with the
Custody Agreement, except to the extent that such sums are due directly to the Custodian's negligence, willful default or
fraud.
Government Guarantee
The Government Guarantee
provides (amongst other things) that the payment of the cash equivalent of Gold which is due, payable and deliverable by the Custodian
under the Gold Corporation Act is guaranteed by the Treasurer of Western Australia, in the name and on
behalf of the Crown in the right of the State of Western Australia. The Custodian shall promptly notify the Trustee as soon as
it becomes aware of any proposal by the Western Australian Government to remove or alter the Government Guarantee.
Force Majeure
The Custodian will not
be liable for any delay in performance or any non-performance of any of its obligations under the Custody Agreement by reason of
any cause beyond its reasonable control, including acts of God, war or terrorism or other breakdowns or acts set forth in the Custody
Agreement.
Termination
The Custodian may resign
as Custodian and terminate the Custody Agreement upon six months' advance written notice.
The Custody Agreement
may be terminated immediately upon written notice as follows: (1) by the Trustee or the Custodian, if it becomes unlawful for the
Custodian or the Trustee to be a party to the agreement or to provide or receive the services thereunder, (2) by the Custodian,
if there is any event which in the Custodian's reasonable view indicates the Trustee's insolvency or impending insolvency,
(3) by the Trustee, if there is any event which, in the Trustee's reasonable view, indicates the Custodian's insolvency
or impending insolvency, or if the Custodian resigns or is deemed to have resigned as Custodial Sponsor pursuant to the Trust Agreement,
or (4) by the Trustee, if the Trust is to be terminated.
If arrangements reasonably
acceptable to the Custodian for delivery of the balance in the Trust Allocated Metal Account are not made, the Custodian may continue
to charge an amount equal to the Custodial Sponsor Fee payable under the Trust Agreement. After six months from the termination
date, the Custodian may sell the Trust's gold and account to the Trustee for the proceeds.
Governing Law
The Custody Agreement
is governed by English law. The Trustee and the Custodian both consent to the non-exclusive jurisdiction of the courts of the State
of New York and the federal courts located in the borough of Manhattan in New York City. Such consent is not required for any person
to assert a claim of New York jurisdiction over the Trustee or the Custodian.
Inspection of Gold
Under the Custody
Agreement, the Custodian will allow, and will procure that any Sub-Custodian that the Custodian appoints allow, the Administrative
Sponsor and the Trustee and their Physical Gold auditors, access to its premises during normal business hours, to examine the
Physical Gold held in the Trust Allocated Metal Account and such records as they may reasonably require to perform their respective
duties with regard to investors in Shares. The Trustee agrees that any such access shall be subject to execution of a confidentiality
agreement and agreement to the Custodian's security procedures, and the first two audits in any calendar year shall be at
the Custodial Sponsor's expense, and any further audit in such calendar year shall be considered an extraordinary expense
(as defined in the Trust Agreement) of the Trust. Reasonable prior notice shall be provided to the Custodial Sponsor of any such
audit.
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FILINGS AND REPORTS
After the end of each
fiscal year, the Administrative Sponsor will cause to be prepared an annual report for the Trust containing audited financial statements.
The annual report will be in such form and contain such information as will be required by applicable laws, rules and regulations
and may contain such additional information, which the Administrative Sponsor determines shall be included. The annual report shall
be filed with the SEC and the NYSE Arca and shall be distributed to such persons and in such manner, as shall be required by applicable
laws, rules and regulations. The Trust's Annual Reports on Form 10-K may be accessed, when available, at www.sec.gov.
The Administrative Sponsor
is responsible for the registration and qualification of the shares under the federal securities laws and any other securities
and blue sky laws of the U.S. or any other jurisdiction as the Administrative Sponsor may select. The Administrative Sponsor will
also prepare, or cause to be prepared, and file any periodic reports or updates required under the Exchange Act. The Trustee will
assist and support the Administrative Sponsor in the preparation of such reports.
The Trustee will make
such elections, file such tax returns, and prepare, disseminate and file such tax reports, as it is advised to by its counsel or
accountants or as required from time to time by any applicable statute, rule or regulation.
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LEGAL MATTERS
The validity of the
shares has been passed on for the Sponsors by Morgan, Lewis & Bockius LLP, which, as special federal income tax counsel to
the Trust, has also rendered an opinion regarding the material federal income tax consequences relating to the shares.
EXPERTS
The financial
statements incorporated by reference in this Prospectus and incorporated by reference elsewhere in the registration statement
have been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report incorporated by reference herein
and elsewhere in the registration statement. Such financial statements have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION
This Prospectus is a
part of a registration statement on Form S-1 filed by the Administrative Sponsor, in consultation with the Custodial Sponsor, with
the SEC under the Securities Act. As permitted by the rules and regulations of the SEC, this Prospectus does not contain all of
the information contained in the registration statement and the exhibits and schedules thereto. For further information about the
Trust and about the securities offered hereby, you should consult the registration statement and the exhibits and schedules thereto.
You should be aware that statements contained in this Prospectus concerning the provisions of any documents filed as an exhibit
to the registration statement or otherwise filed with the SEC are not necessarily complete, and in each instance reference is made
to the copy of such document as so filed.
The Trust is subject
to the informational requirements of the Exchange Act and the Administrative Sponsor, in consultation with the Custodial Sponsor,
on behalf of the Trust, will file quarterly and annual reports and other information with the SEC.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to
"incorporate by reference" the information we have filed with them, which means that we can disclose important information
to you by referring you to those documents. All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act, prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus.
The information we incorporate by reference is an important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. The documents we are incorporating by reference are:
●
Our Annual Report on
Form 10-K
for the fiscal period ended December 31, 2018, along with the financial
statements and related notes thereto, filed with the SEC on March 15, 2019;
●
Our
Form 10-Q
for the quarter ended March 31, 2019, filed with the SEC on May 13, 2019; and
●
The description of our common stock contained in our registration statement on
Form 8-A12B
(File
No. 001-38620) filed with the SEC on August 3, 2018, including any amendments or reports filed for the purpose of updating such
description.
Upon written or oral
request, the Administrative Sponsor will provide without charge to each person to whom a copy of the prospectus is delivered a
copy of the documents incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference herein). You may request a copy of these filings, at no cost, by writing or telephoning the Administrative
Sponsor at: c/o Exchange Traded Concepts, LLC, 2 Hanson Place, Brooklyn, New York 11217, telephone: (718) 315-5013. The Administrative
Sponsor maintains a public website on behalf of the Trust, containing information about the Trust and the shares. The Internet
address of the Trust's website is www.aaauetf.com. You may access the Trust's annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and periodic amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Exchange Act with the SEC free of charge at the Trust's website as soon as reasonably practicable after
such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through,
the Trust's website is not incorporated by reference in, and is not part of, this prospectus. We have not authorized anyone
to provide you with any information that differs from that contained in this prospectus. Accordingly, you should not rely on any
information that is not contained in this prospectus. You should not assume that the information in this prospectus is accurate
as of any date other than the date of the front cover of this prospectus.
86
GLOSSARY
In this Prospectus,
each of the following terms has its respective meaning set forth below:
"Administrative
Sponsor" – Exchange Traded Concepts, LLC, acting as administrative sponsor of the Trust, or its successor.
"AP Account"
– An account maintained for the Authorized Participant on an Unallocated Basis by the Custodian or a LBMA Gold clearing bank
approved by the LBMA for the Authorized Participant, as specified in the applicable transfer instructions.
"Application"
– A document in a form satisfactory to Gold Corporation and as set forth herein that expresses an investor's intention
to deliver shares on a Share Submission Day in exchange for an amount of Physical Gold on such Share Submission Day.
"Authorized Participant"
– A person that, at the time of submitting a Purchase Order or a Redemption Order, (i) is a registered broker-dealer or other
securities market participant, such as a bank or other financial institution, which, but for an exclusion from registration, would
be required to register as a broker-dealer to engage in securities transactions, (ii) is a DTC Participant, (iii) has in effect
a valid Authorized Participant Agreement, and (iv) has entered into an Authorized Participant Agreement with the Administrative
Sponsor and the Trustee.
"Authorized Participant
Agreement" – An agreement among the Trustee, the Administrative Sponsor and an Authorized Participant that authorizes
the Authorized Participant to submit Purchase Orders and Redemption Orders under the Trust Agreement.
"Basket Gold Amount"
– The amount of gold that must be deposited for issuance of one Basket or that is deliverable on Surrender of one Basket.
"Basket"
– A block of a minimum of 25,000 shares, except that the Administrative Sponsor, with the consent of the Custodial Sponsor,
and upon prior written notice to the Trustee, may from time to time increase or decrease the number of shares comprising a Basket.
"Beneficial Owner"
– A person owning a beneficial interest in any shares of the Trust.
"BNYM" –
The Bank of New York Mellon, a banking corporation organized under the laws of the State of New York with trust powers, or its
successor, which serves as the Trustee of the Trust.
"Book Entry System"
– The commercial book-entry system operated by the Federal Reserve Bank.
"Business Day"
or "business day" – Any day other than a day: (1) when the Exchange is closed for regular trading; or (2), if
the relevant action requires the receipt or delivery, or the confirmation of receipt or delivery, of gold in the United Kingdom,
Western Australia or in some other jurisdiction on a particular day, (A) when banks are authorized to close in the United Kingdom,
Western Australia or in such other jurisdiction or when the London gold market is closed or (B) when banks in the United Kingdom,
Western Australia or in such other jurisdiction are, or the London gold market is, not open for a full business day and the relevant
action requires the execution or completion of procedures which cannot be executed or completed by the close of the business day.
87
"Certificate"
– A certificate that is executed and delivered by the Trustee under the Trust Agreement evidencing Shares.
"CFTC" –
The U.S. Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option
markets in the United States, or any successor governmental agency in the United States.
"Clearing Agency"
– Any clearing agency or similar system other than the Book Entry System or DTC.
"Code" –
The Internal Revenue Code of 1986, as amended.
"COMEX"
– New York Commodities Exchange (an affiliate of the Chicago Mercantile Exchange, Inc.).
"Commodity Exchange
Act" – The Commodity Exchange Act of 1936, as amended.
"Custodial Sponsor"
– Gold Corporation, acting as custodial sponsor of the Trust, pursuant to the Trust Agreement, or its successor.
"Custodial Sponsor
Fee" – The fee to compensate the Custodial Sponsor Account for its services as custodial sponsor of the Trust under
the Trust Agreement.
"Custodial Sponsor
Fee Rebate Agreement" – The agreement pursuant to which the Custodial Sponsor agrees to rebate a portion of the Custodial
Sponsor Fee to investors who acquire newly-issued shares from an Authorized Participant.
"Custodian"
– Gold Corporation, as custodian of the Trust's gold under the Custody Agreement.
"Custody Agreement"
– Each of the Trust Unallocated Metal Account Agreement and the Trust Allocated Metal Account Agreement.
"Customer Account"
– An account established in the books of Gold Corporation for purposes of facilitating the delivery of Gold by Gold Corporation
to an investor that is a Beneficial Owner.
"Delivery ID"
– A unique identification number contained in a Delivery Quotation and required for submission of an Application to request
delivery of Physical Gold.
"Depository"
– DTC and any other successor depository of Shares selected by the Administrative Sponsor, in consultation with the Custodial
Sponsor, as provided herein.
88
"DTC" –
The Depository Trust Company, a limited purpose trust company organized under New York State law, a member of the United States
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange Act.
"DTC Participant"
– A participant in DTC, such as a bank, broker-dealer or trust company.
"ERISA"
– The Employee Retirement Income Security Act of 1974, as amended.
"ETC" –
Exchange Traded Concepts, LLC, an Oklahoma limited liability company majority owned by Cottonwood ETF Holdings LLC. ETC is the
administrative sponsor of the Trust.
"Exchange"
– NYSE Arca, the exchange on which the shares are principally traded, as specified from time to time by the Administrative
Sponsor, in consultation with the Custodial Sponsor.
"Exchange Act"
– The Securities Exchange Act of 1934, as amended.
"Fee Cap"
– A maximum amount equal to the greater of $500,000 per annum and the amount that is equal to 0.15% total value of the gold
held by the Trust, as determined by the Trustee on each business day, plus the value of all other assets of the Trust (other than
any amount credited to the Trust's reserve account), including cash, if any.
"Fine Ounce"
– A troy ounce of 100% pure gold, Fine Ounces being determined, as to Physical Gold, by multiplying the gross weight in troy
ounces by the fineness, expressed as a fraction of the fine metal content in parts per 1000 and, as to gold held on an Unallocated
Basis, by the number of Fine Ounces credited to the applicable unallocated account from time to time (such account being denominated
in Fine Ounces).
"FINRA"
– The Financial Industry Regulatory Authority.
"FSA" –
The Financial Services Authority, an independent non-governmental body that exercises statutory regulatory power under the FSM
Act.
"FSM Act"
– The United Kingdom Financial Services and Markets Act 2000.
"GAAP" –
Accounting principles generally accepted in the United States of America.
"GC Metal Account"
– One or more designated Gold accounts of which Gold Corporation, in its individual capacity, is the registered owner maintained
with one or more LBMA Gold clearing members on an Unallocated Basis in such location or locations as Gold Corporation may determine
and used by Gold Corporation exclusively for transfers of Gold to and from the Trust in connection with the creation and redemption
of Baskets.
"Gold" or
"gold" – Physical Gold or gold held on an Unallocated Basis.
"Gold Corporation
Act" – Gold Corporation Act 1987 (Western Australia).
89
"Government Guarantee"
– The guarantee provided by the State of Western Australia pursuant to Section 22 of the Gold Corporation Act 1987 (Western
Australia) (the text of which is available at http://www8.austlii.edu.au/cgi-bin/viewdoc/au/legis/wa/consol_act/gca1987188/s22.html),
which provides (amongst other things) that the payment of the cash equivalent of gold due, payable and deliverable by Custodian
under the Gold Corporation Act is guaranteed by the Treasurer of Western Australia, in the name and on behalf of the Crown in right
of the State of Western Australia.
"Gross Asset Value"
– The total value of the gold held by the Trust, as determined by the Trustee on each Business Day, plus the value of all
other assets of the Trust (other than any amount credited to the reserve account, if any), including cash, if any.
"Indirect Participant"
– A person that, by clearing securities through, or maintaining a custodial relationship with, a DTC Participant, either
directly or indirectly, has access to the DTC clearing system.
"Internal Control
Over Financial Reporting" – A reporting requirement described in Rules 13a-15(f) and 15(d)-15(f) under the Exchange
Act and focused on the establishment and adequacy of internal controls at companies subject to the reporting requirements of the
Exchange Act.
"IRA" –
Individual Retirement Account.
"IRS" –
The Internal Revenue Service.
"LBMA" –
The London Bullion Market Association, a trade association that acts as the coordinator for activities conducted on behalf of its
members and other participants in the London bullion market, or its successor. The LBMA acts as the principal point of contact
between the London bullion market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining
standards by maintenance of the "London Good Delivery Lists," which are the lists of LBMA accredited melters and assayers
of gold. Further, the LBMA coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation.
The major participating members of the LBMA are regulated by the FSA in the United Kingdom under the FSM Act.
"LBMA Gold Price"
– The London gold price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such
delivery, stated in U.S. Dollars, as calculated and administered by independent service provider(s) and published by the LBMA on
its website or by its successor that publicly displays prices.
"London Bar"
– A gold bar meeting the London Good Delivery Standards.
"London Good Delivery
Standards" – The specifications for "good delivery" gold bars, including the specifications for weight,
dimensions, fineness (or purity), identifying marks and appearance of gold bars, set forth in "The Good Delivery Rules for
Gold and Silver Bars" published by the LBMA.
"Metal Accounts"
– The Trust Allocated Metal Account, the Trust Unallocated Metal Account and the GC Metal Account.
90
"Net Asset Value"
– The net asset value of the Trust or a Share of the Trust.
"Non-U.S. Investor"
– An investor that is not a U.S. Investor.
"NYSE Arca"
– The NYSE Arca Marketplace operated by NYSE Arca Equities, Inc.
"Order Cutoff
Time" – With respect to any Business Day, (i) 4:00 p.m. (New York City time) on such Business Day or (ii) another time
agreed to by both the Sponsors and the Trustee as to which the Administrative Sponsor has notified registered owners of shares
and all existing Authorized Participants.
"Ounce"
– A one troy ounce, equal to 31.103 grams.
"Physical Gold"
– The physical gold bullion the Trust may hold, consisting of London Bars and all gold products without numismatic value
and having a gold purity of at least 99.5% (including coins, cast bars and minted bars).
"Plans"
– Employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities,
Keogh plans, and certain collective investment funds or insurance company general or separate accounts in which such plans or arrangements
are invested, that are subject to ERISA and/or section 4975 of the Code.
"Purchase Order"
– An order placed with the Trustee prior to the Order Cutoff Time on any Business Day by an Authorized Participant wishing
to acquire from the Trustee one or more Baskets.
"Quotation Window"
– The period of time (three Business Days) for which a Delivery Quotation will be valid.
"Securities Act"
– The Securities Act of 1933, as amended.
"Share Submission"
– A binding and irrevocable request by an investor to take delivery of Physical Gold in exchange for shares based on instructions
in the Application.
"Share Submission
Day" – The date upon which an investor (acting by or through a DTC Participant), upon receiving final approval from
Gold Corporation, causes its shares to be surrendered to Gold Corporation pursuant to the procedures of the Depository as designated
in the Application.
"Share Submission
Quantity" – The whole number of shares to be submitted under a Delivery Quotation.
"Shares"
– Units of beneficial interest in the Trust created under the Trust Agreement, having no par value and representing a fractional
undivided beneficial interest in the net assets of the Trust which undivided interest shall equal a fraction, the numerator of
which is one and the denominator of which is the total number of shares outstanding. The shares are issued by the Trust and named
"Perth Mint Physical Gold ETF Shares."
91
"Sponsors"
– The Custodial Sponsor and the Administrative Sponsor.
"Sub-Custodian"
– A LBMA-member gold clearing bank engaged by the Custodian as a sub-custodian of gold held for the Trust by the Custodian
in accordance with the Custody Agreement.
"Surrender"
– A book-entry transfer of Shares to the Trustee's account with the Depository. A "Surrendering" Authorized
Participant or investor and "Surrendered" Shares, Baskets or Certificates mean, respectively, an Authorized Participant
or investor, and Shares, Baskets or Certificates, involved in a Surrender.
"Trust"
– Perth Mint Physical Gold ETF, a New York trust formed pursuant to the Trust Agreement.
"Trust Agreement"
– The Depository Trust Agreement between the Sponsors and the Trustee under which the Trust is formed and which sets forth
the rights and duties of the Sponsors, the Trustee and the Custodian, as amended from time to time.
"Trust Allocated
Metal Account" – The account maintained for the Trust by the Custodian on an allocated basis pursuant to the Trust
Allocated Metal Account Agreement for the purpose of holding Physical Gold on behalf of the Trust.
"Trust Allocated
Metal Account Agreement" – The Allocated Metal Account Agreement between the Custodian and the Trustee pursuant to
which the Trust Allocated Metal Account is established and operated.
"Trustee"
– The Bank of New York Mellon ("BNYM"), a banking corporation organized under the laws of the State of New York
with trust powers, or its successor.
"Trust Property"
– The gold owned by the Trust that the Custodian credits to the Trust Allocated Metal Account and the Trust Unallocated Metal
Account in accordance with the Custody Agreement, all other property held by the Custodian for the account of the Trust, and any
cash or other property that is received by the Trustee in respect thereof or that is otherwise being held by or for the Trust under
the Trust Agreement.
"Trust Unallocated
Metal Account" – The account maintained for the Trust by the Custodian to hold gold on an Unallocated Basis pursuant
to the Trust Unallocated Metal Account Agreement.
"Trust Unallocated
Metal Account Agreement" – The Trust Unallocated Metal Account Agreement between the Custodian and the Trustee pursuant
to which the Trust Unallocated Metal Account is established and operated.
"Unallocated Basis"
– Gold is said to be held in unallocated form when the holder is entitled to receive delivery of physical gold in the amount
standing to the credit of the holder's account, but the holder has no ownership interest in any particular gold that the
custodian maintaining that account owns or holds.
"U.S. Investor"
– An investor who or that is (1) an individual who is treated as a citizen or resident of the United States for federal tax
purposes; (2) a corporation or partnership (or other entity treated as such for those purposes) that is created or organized in
the United States or under the laws of the United States or of any state thereof or the District of Columbia; (3) an estate other
than an estate the income of which, from non-U.S. sources that is not effectively connected with the conduct of a trade or business
within the United States, is not includible in gross income; (4) a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more persons described in clauses (1), (2), or (3) have the
authority to control all substantial decisions of the trust; or (5) an eligible trust that has made a valid election under applicable
Treasury regulations to continue to be treated as a domestic trust.
"1940 Act"
– The Investment Company Act of 1940, as amended.
92
APPENDIX A
Application
PERTH MINT PHYSICAL GOLD ETF (AAAU)
Application
- Taking Delivery of Gold
Investors interested in requesting to take
delivery of Physical Gold in exchange for their shares in the Trust must first contact Gold Corporation in order to discuss the
types of Physical Gold, availability dates, product premiums, delivery fees, and suitable delivery locations and methods. In order
to proceed Gold Corporation requires the investor to provide sufficient details to identify the investor as a person owning a beneficial
interest in any shares of the Trust (Beneficial Owner) and establish a Customer Account with Gold Corporation. Gold Corporation
has sole discretion in determining whether the investor has provided sufficient details to identify the investor as a Beneficial
Owner and to open the Customer Account.
Based upon the investor's discussion
with Gold Corporation and subject to the successful completion of the procedures described above, the investor is provided an Application,
which will be pre-populated with the information necessary to further process the Application. The Application will contain a unique
identification number (the Delivery ID) associated with the Application and the investor's Customer Account number. The Application
will also set forth any applicable product premiums, delivery fees, and any other fees and charges that apply to the Application,
which is expressed in terms of the number of Shares to be surrendered to Gold Corporation in return for the agreed Physical Gold
products. Gold Corporation is entitled to receive all such premiums, fees and charges in consideration for the delivery of the
agreed Physical Gold products to the investor. The investor shall be responsible for any applicable taxes or governmental charges.
An investor wishing to proceed with the
Application and take delivery of Physical Gold must then duly sign and submit the pre-populated Application to Gold Corporation
within three Business Days of receipt of the Delivery ID (the Quotation Window). The signing and submission of the Application
will represent the investor's unreserved confirmation as to the accuracy of information contained in the Application and
the investor's irrevocable commitment to proceed with the Application. Any Application submitted to Gold Corporation after
the Quotation Window may be rejected, at Gold Corporation's discretion, with a request for the investor to obtain a new Application
from the Custodian.
The Custodian will confirm that (A) the
Delivery ID matches the Application with respect to the amount of Shares to be Surrendered, the Physical Gold requested, and other
applicable terms, and (B) the Application otherwise is in good order.
Upon final approval of the Application
by Gold Corporation, which may be withheld by Gold Corporation for any reason at its sole discretion, Gold Corporation will return
a copy of the Application to the investor.
A-
1
An investor exchanges shares of AAAU for
Physical Gold on the Share Submission Day and provides instructions to his or her broker-dealer to effect the exchange of shares
for Physical Gold. Gold Corporation has the right to reject any Application.
Transfer of shares is dependent on local
rules and regulations, which can vary between jurisdictions as well as the type of shareholding account used to purchase the AAAU
shares.
Gold Corporation has the right to reject
any Application.
Obtain
this Application by contacting Gold Corporation via email address
aaau@perthmint.com or online at www.aaauetf.com
REQUIRED:
Complete Section A, Section C and Section G in the Application
Step 1. File Application
●
Contact Gold Corporation and Verify Type and Quantity of Gold, Availability Dates, Product Premiums,
Delivery Fees, and Suitable Delivery Locations and Methods
●
Receive a pre-populated Application form from Gold Corporation, detailing the number of shares
to transfer in exchange for the gold bullion products
●
Provide sufficient details to Gold Corporation identifying the investor as a Beneficial Owner and
establish a Customer Account with Gold Corporation
●
Sign and submit Application to Gold Corporation within the Quotation Window
●
Investor Receives Approved Application from Gold Corporation
Step 2. Investor Instructs Broker to Transfer
Shares
Step 3. Gold is Delivered to Applicant
Questions? Contact the Gold Corporation
via email at aaau@perthmint.com or online at www.aaauetf.com.
Application Instructions
Step 1. File Application
Contact Gold Corporation to receive a pre-populated
Application form, detailing the Physical Gold products requested and the related costs in terms of the number of shares to be transferred
to Gold Corporation.
Upon receipt of the Application form from
Gold Corporation, verify that all the information is accurate within each section of the Application. Please visit the FAQ section
of www.aaauetf.com or contact Gold Corporation at +61 8 9421 7615 or email address aaau@perthmint.com with any questions.
A-
2
Once you have verified that all the information
is accurate on the Application, you may complete, sign and submit the Application to Gold Corporation within the Quotation Window,
who will review it for final approval. Please submit your Application via email to AAAU@perthmint.com.
Once Gold Corporation approves the Application,
they will return the Application to you by email at the email address specified in Section A. If you do not have an email address,
please contact Gold Corporation via details above. Upon receipt of this confirmation from Gold Corporation, the Shares must be
transferred to Gold Corporation on the Share Submission Date.
Transfer of shares is dependent on local
rules and regulations, which can vary between jurisdictions as well as the type of shareholding account used to purchase the AAAU.
SECTION A
Complete Section A with current share owner
information. Investors not residing in the U.S. should contact Gold Corporation to inquire about additional documents and information
required to process the Application.
SECTION B
This section will be pre-populated by Gold
Corporation and will set forth the type and quantity of gold to be provided to the investor in exchange for the number of shares
to be surrendered by the investor.
The Delivery Quotation is inclusive of
any delivery fees charged for delivery of gold coins and bars.
SECTION C
Gold Corporation will ship gold to an investor
(insurance options will be agreed as part of the Application process) using accepted business practices for precious metals delivery
that may include, amongst others, use of a conventional shipping carrier (e.g., U.S. Postal Service, Federal Express, United Parcel
Service); or an armored transportation service.
An investor can utilize a shipping carrier
only if insurance requirements can be met and the investor and Gold Corporation agree on an acceptable delivery destination. Armored
Transportation Service will only deliver to certain trusted locations; an Armored Transportation Service does not deliver to residential
addresses. Please contact Gold Corporation at +61 8 9421 7615 to discuss the delivery method and location. Gold Corporation may
decline an Application if no delivery method or location is agreed upon. Please note that large shipments of gold may be delivered
over multiple days.
SECTION D
This section lists identification and proof
of share ownership that must be provided to Gold Corporation in order to create a customer account at Gold Corporation and in order
to facilitate the delivery of Physical Gold to the investor.
A-
3
SECTION E
This section applies to an Application
on behalf of a Company, Trust or a Partnership. This section lists additional documentation required by Gold Corporation in order
to create a customer account at Gold Corporation on behalf of the Company, Trust or a Partnership and in order to facilitate the
delivery of Physical Gold to the investor.
SECTION F
Please review SECTION F carefully, as this
section limits an investor's rights to make any complaint or objection concerning the shipment, delivery or receipt of the
gold delivered to the investor for the Surrender of their shares.
SECTION G
To accept the quote provided by Gold Corporation,
all share owners must sign and date the Application. Please return the signed Application to Gold Corporation during the Quotation
Window.
SECTION H
Once the signed Application has been received
from the Investor by Gold Corporation, the Application is checked and signed by Gold Corporation.
Step 2. Investor Instructs Broker
to Transfer Shares
Upon receipt of the signed Application
from Gold Corporation, instruct your broker to transfer the relevant shares to Gold Corporation's account noted in the Application
(SECTION H). The broker should reference the applicable Delivery ID, listed in Section I, when transferring the shares.
Transfer of shares is dependent on local
rules and regulations, which can vary between jurisdictions as well as the type of shareholding account used to purchase the AAAU
shares.
Step 3. Gold is Delivered to the Applicant
The investor receives
specified type and quantity of Physical Gold. A Tax invoice and Tracking information will be emailed on dispatch of the Physical
Gold.
* * *
All fees are subject to change, prior to
providing a Delivery Quotation
Perth Mint Physical Gold ETF Delivery Application
1. Please
complete Section A, Section C and Section G
2. Return
completed application before Quote Expiry Date with documentation stipulated in Section D & Section E to aaau@perthmint.com
A-
4
Section A: Investor Information (Information
must match brokerage account & ID provided)
Please circle who this application applies to:
Individual Company Trust & Trustees Partnership
Full name (Individual or Entity):
Date of Birth or Date of Company incorporation:
Identification number (non Individual):
Address Details (Residential or Company):
Phone Number:
Email address:
Section B : Quote Information
Quote ID
Total # Items
AAAU Ounces/Share
Total Fine Weight
Freight Included?
Insurance Included?
Quote Expiry Date
Share Submission Date
Cost Breakdown
Shares
Bullion
Bullion Premium
Insurance
Freight
Rounding
Total AAAU Shares Required
A-
5
Quoted items list
_ x 0.05oz Lunar Series Coins
_ x 10g Kangaroo Minted Bars
_ x 0.1oz Australian Kangaroo Coins
_ x 0.5oz Perth Mint Cast Bars
_ x 0.1oz Lunar Series Coins
_ x 20g Kangaroo Minted Bars
_ x 0.25oz Australian Kangaroo Coins
_ x 1oz Perth Mint Cast Bars
_ x 0.25oz Lunar Series Coins
_ x 1oz Kangaroo Minted Bars
_ x 0.5oz Australian Kangaroo Coins
_ x 50g Kangaroo Minted Bars
_ x 0.5oz Lunar Series Coins
_ x 2.5oz Perth Mint Cast Bars
_ x 1oz Australian Kangaroo Coins
_ x 100g Kangaroo Minted Bars
_ x 2oz Lunar Series Coins
_ x 5oz Perth Mint Cast Bars
_ x 10oz Lunar Series Coins
_ x 10oz Perth Mint Cast Bars
_ x 1kg Australian Kangaroo Coins
_ x 10oz Kangaroo Minted Bars
_ x 1kg Lunar Series Coins
_ x 20oz Perth Mint Cast Bars
_ x 1g Kangaroo Minted Bars
_ x 1kg Perth Mint Cast Bars
_ x 5g Kangaroo Minted Bars
_ x 50oz Perth Mint Cast Bars
Section C : Delivery Address
Name of contact at delivery address:
Address:
City/Suburb:
Zip:
State:
Country:
USA
Delivery Method:
Section D: Personal Identification and
Proof of Share Ownership
In order for the quote to be accepted by
Gold Corporation, the following information must be provided via email to aaau@perthmint.com before the end of Quotation Window.
This information will be used to create and validate your customer account at Gold Corporation:
○ A valid Passport or Driver's
license copy
○ Proof of AAAU share ownership (copy
of most recent broker statement or stock certificate)
○ A copy of a recent Bank Statement
or Utility Bill
* Companies - identification must be provided
for the Director or Officer of the Company who is representing the company
* Trust and Trustees - identification must
be provided for the Trustee
* Partnerships/Partners - identification
must be provided for at least one Partner
A-
6
Section E: Entities Additional Documentation
Requirements
In order for the quote to be accepted by
Gold Corporation, the following information must be provided via email to aaau@perthmint.com before the end of Quotation Window.
This information will be used to create and validate your customer account at Gold Corporation:
○ Companies - Registration Certificate/details
○ Trusts - An original or notarized
copy of the original trust deed
○ Partnerships/Partners - An original
or certified copy of the partnership agreement
Section F: Limitation on Claims Concerning
Delivered Physical Gold
Tracking information will be emailed on
dispatch of the Bullion. Within three Business Days of the tracking status being updated to delivered, the investor must notify
Gold Corporation in writing of any complaints or objections concerning the shipment, delivery or receipt of the Physical Gold.
Unless Gold Corporation is notified in writing of any complaints within the three Business Days period, the investor will be deemed
to have accepted receipt of the Physical Gold in full satisfaction of the Physical Gold due to the investor and to have waived
any and all claims the investor may have concerning the Physical Gold received by the investor.
Section G : Legal Shareholders Signatures
Each registered owner of the Account identified
in Section A of the Application must sign their name exactly as it appears on the identification provided in Section D.
Name
Position in Entity (if applicable)
Signature & Date
Section H : Share Delivery Instructions
Shares can only be submitted once Gold
Corporation has approved and completed the application in Section I below. Shares which are submitted prior to approval will be
rejected. Once the application has been approved in Section I, your Broker must transfer shares to the Gold Corporation's
account by 4:00pm New York City time on the Share Submission Day.
A-
7
Submit shares to*
Brokerage Company:
Wells Fargo Clearing Services
DTC Number
0141
Account Name:
Gold Corporation
Account Number:
3928-0082
Address:
1 North Jefferson Ave, St Louis, MO 63103
Phone number:
1 - 800 872 3377
*Please ensure to reference the Delivery
ID from Section I below. Share Submissions not containing a valid Delivery ID as a reference may be rejected.
Section I: Gold Corporation Approval
Gold Corporation Signature
Date
Delivery ID (SO #)
Customer Account number
For Gold Corporation Use Only
TRY Section A, C & G fully completed?
Section D & E docs provided
KYC, Section A & AAAU Ownership verified
TRY Section I signoff
Create Cust Acct & populate SO in Section I
TRY inform BS
A-
8
32,986,645 Perth Mint Physical Gold
ETF Shares
PERTH MINT PHYSICAL GOLD ETF
PROSPECTUS
Dated June          , 2019
Until     (25 days after the date of this
Prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be
required to deliver a Prospectus. This is in addition to the dealers' obligation to deliver a Prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
PART II—INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 13.
Other Expenses of Issuance and Distribution.
The Trust shall not bear any expenses incurred
in connection with the issuance and distribution of the securities being registered. These expenses shall be paid by the Custodial
Sponsor. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee:
SEC registration fee
$
40,480.80
FINRA filing fee
1,500
*
Stock Exchange Listing fee
7,500
*
Printing and Engraving
4,046
Legal fees and expenses
25,000
Accounting fees and expenses
29,723
Total
$
108,249.80
*
Previously paid.
Item 14.
Indemnification of Directors and Officers.
Section 5.6(b) of the
Trust Agreement provides that each Sponsor and its members, managers, directors, officers, employees, agents and affiliates (as
such term is defined under the Securities Act) (each, a "Sponsor Indemnified Party") shall be indemnified from the
Trust and held harmless against any loss, liability or expense (including the reasonable fees and expenses of counsel) arising
out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered
into by such Sponsor in furtherance of the administration of the Trust (including Authorized Participant Agreements to which the
Administrative Sponsor is a party, including the Administrative Sponsor's indemnification obligations thereunder) or any
actions taken in accordance with the provisions of the Trust Agreement, to the extent such loss, liability or expense was incurred
without (i) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such Sponsor Indemnified Party
in connection with the performance of its obligations under the Trust Agreement or any such other agreement or any actions taken
in accordance with the provisions of the Trust Agreement, or any such other agreement, or (ii) reckless disregard on the part of
such Sponsor Indemnified Party of its obligations and duties under the Trust Agreement, or any such other agreement. Each Sponsor
(in the case of the Custodial Sponsor, in its capacity as Custodial Sponsor) and its members, managers, directors, officers, employees,
agents and affiliates shall be indemnified from the Trust and held harmless against any loss, liability or expense (including the
reasonable fees and expenses of counsel) arising out of or in connection with any services Gold Corporation may, directly or indirectly,
separately offer or provide to any beneficial owner. Such indemnities shall also include payment from the Trust of the reasonable
costs and expenses incurred by such Sponsor indemnified party in investigating or defending itself against any such loss, liability
or expense or any claim therefor, provided that such indemnified party shall repay to the Trust the amount of any such reasonable
costs and expenses paid by the Trust to the extent it may be ultimately determined that such indemnified party was not entitled
to be indemnified under the Trust Agreement because clause (i) or clause (ii) of this paragraph applied.
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Item 15.
Recent Sales of Unregistered Securities.
None.
Item 16.
Exhibits and Financial Statement Schedules.
(a)
Exhibits
Exhibit
Index
Exhibit No.
Exhibit Description
4.1
Depository Trust Agreement (incorporated by reference from Exhibit 4.1 to the Form S-1/A filed on July 30, 2018)
4.2
Form of Authorized Participant Agreement (incorporated by reference from Exhibit 4.2 to the Form S-1 filed on April 20, 2018)
4.3
Form of Certificate of Shares of the Trust (included as Exhibit A to the Depository Trust Agreement)
5.1
Opinion of Morgan, Lewis & Bockius LLP as to legality
8.1
Opinion of Morgan, Lewis & Bockius LLP as to tax matters
10.1
Trust Allocated Metal Account Agreement (incorporated by reference from Exhibit 10.1 to the Form S-1/A filed on July 30, 2018)
10.2
Trust Unallocated Metal Account Agreement (incorporated by reference from Exhibit 10.2 to the Form S-1/A filed on July 30, 2018)
23.1
Consent of Independent Registered Public Accounting Firm
23.2
Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 5.1)
23.3
Consent of Morgan, Lewis & Bockius LLP (included as part of Exhibit 8.1)
24.1
Power of Attorney (included in the signature page)
(b)
Financial Statement Schedules
Not applicable.
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Item 17.
Undertakings.
The undersigned Registrant
hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If
the Registrant is relying on Rule 430B (§230.430B of this chapter):
A. Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) (§230.4249b)(3) of this chapter) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement;
and
(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter)
as part of a registration statement in reliance or Rule 430B relating to an offering made pursuant to Rule 415(a) (1) (i), (vii),
or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section
10 (a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for liability proposes of the issuer and any person that is
at that date an underwriter such date shall be deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchase with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such effective date; or
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(ii) If
the Registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424 (b) as part
of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That,
for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities:
The undersigned Registrant
undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule
424 (§230.424 of this chapter);
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to
by the undersigned Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(7) That insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Oklahoma City, OK, on the 11th day of June, 2019.
EXCHANGE TRADED CONCEPTS, LLC
Administrative Sponsor of Perth Mint Physical Gold ETF
By:
/s/ J. Garrett Stevens
J. Garrett Stevens
President
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below hereby constitutes J. Garrett Stevens and James J. Baker, and each of them singly, his or
her true and lawful attorneys-in-fact with full power to sign on behalf of such person, in the capacities indicated below, any
and all amendments to this registration statement and any subsequent related registration statement filed pursuant to Rule 462(b)
under the Securities Act of 1933, and generally to do all such things in the name and on behalf of such person, in the capacities
indicated below, to enable the Registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the
Securities and Exchange Commission thereunder, hereby ratifying and confirming the signature of such person as it may be signed
by said attorneys-in-fact, or any of them, on any and all amendments to this registration statement or any such subsequent related
registration statement.
Pursuant to the requirements of the Securities
Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities* and on the
dates indicated.
Signature
Capacity
Date
By:
/s/ J. Garrett Stevens
Chief Executive Officer
June 11, 2019
J. Garrett Stevens
(Principal Executive Officer)
Signature
Capacity
Date
By:
/s/ James J. Baker
Chief Financial Officer
June 11, 2019
James J. Baker
(Principal Financial and Principal Accounting Officer)
* The Registrant is a trust and the persons
are signing in their capacities as officers of Exchange Traded Concepts, LLC, the Administrative Sponsor of the Registrant.