NYSE: SGOL

The
Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under
such act. The Trust does not and will not hold or trade in commodities futures contracts, “commodity interests” or
any other instruments regulated by the Commodity Exchange Act (the “CEA”), as administered by the Commodity Futures
Trading Commission (the “CFTC”) and the National Futures Association (“NFA”). The Trust is not a commodity
pool for purposes of the CEA and the Shares are not “commodity interests,” and neither the Sponsor nor the Trustee
is subject to regulation as a commodity pool operator or a commodity trading advisor in connection with the Shares. The Trust
has no fixed termination date.

The
Sponsor of the registrant maintains an Internet website at www.abrdn.com/us/etf through which the registrant’s annual reports
on Form 10-K, quarterly reports on Form 10-Q, and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are made available free of charge as soon as reasonably
practicable after they have been filed or furnished to the Securities and Exchange Commission (the “SEC”). The SEC
maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that
file electronically at www.sec.gov.

Trust
Objective

The
investment objective of the Trust is for the Shares to reflect the performance of the price of gold bullion, less the Trust’s
expenses. The Shares are intended to constitute a simple and cost-effective means of making an investment similar to an investment
in physical gold. An investment in physical gold requires expensive and sometimes complicated arrangements in connection with
the assay, transportation, warehousing and insurance of the metal. Traditionally, such expense and complications have resulted
in investments in physical gold being efficient only in amounts beyond the reach of many investors.

The
Shares are intended to provide institutional and retail investors with a simple and cost-efficient means, with minimal credit
risk, of gaining investment benefits similar to those of holding gold bullion. The Shares offer an investment that:

● Easily
Accessible and Relatively Cost Effective. Investors can access the gold bullion market
through a traditional brokerage account. The Sponsor believes that investors will be
able to more effectively implement strategic and tactical asset allocation strategies
that use gold bullion by using the Shares instead of using the traditional means of purchasing,
trading and holding gold bullion and for many investors, transaction costs related to
the Shares will be lower than those associated with the purchase, storage and insurance
of physical gold bullion.

● Exchange
Traded and Transparent. The Shares trade on the NYSE Arca, providing investors with
an efficient means to implement various investment strategies. The Shares are eligible
for margin accounts and are backed by the assets of the Trust and the Trust does not
hold or employ any derivative securities. Furthermore, the value of the Trust’s
holdings are reported on the Trust’s website daily.

2

● Minimal
Credit Risk. The Shares represent an interest in physical gold owned by the Trust (other than an amount held in unallocated
form which is not sufficient to make up a whole bar of which is held temporarily to effect a creation or redemption of Shares).
Physical gold of the Trust in the Custodian’s possession is not subject to borrowing arrangements with third parties. Other
than the gold temporarily being held in an unallocated gold account with the Custodian, the physical gold of the Trust is not
subject to counterparty or credit risks. See “Risk Factors—Gold held in the Trust’s unallocated gold account
and any Authorized Participant’s unallocated gold account is not segregated from the Custodian’s assets...”
This contrasts with most other financial products that gain exposure to gold through the use of derivatives that are subject
to counterparty and credit risks.

Investing
in the Shares does not insulate the investor from certain risks, including price volatility. See “Risk Factors.”

Overview
of the Gold Industry

In
this annual report, the term “ounces” refers to fine troy ounces.

Market
Participants

The
participants in the world gold market may be classified in the following sectors: the mining and producer sector, the banking
sector, the official sector, the investment sector, and the manufacturing sector. A brief description of each follows.

Mining
and Producer Sector

This
group includes mining companies that specialize in gold and silver production, mining companies that produce gold as a by-product
of other production (such as a copper or silver producer), scrap merchants and recyclers.

Banking
Sector

Gold
bullion banks provide a variety of services to the gold market and its participants, thereby facilitating interactions between
other parties. Services provided by the gold bullion banking community include traditional banking products as well as mine financing,
physical gold purchases and sales, hedging and risk management, inventory management for industrial users and consumers, and gold
deposit and loan instruments.

The
Official Sector

The
official sector encompasses the activities of the various central banking operations of gold-holding countries. According to statistics provided by the World Gold Council, as of Q4 2025, central banks are estimated to hold approximately 36,492 tonnes
("tonne" refers to one metric tonne, which is equivalent to1,000 kilograms or 32,151 troy ounces) of gold reserves.

The
Investment Sector

This
sector includes the investment and trading activities of both professional and private investors and speculators. These participants
range from large hedge and mutual funds to day-traders on futures exchanges, and retail-level coin collectors.

The
Manufacturing Sector

The
fabrication and manufacturing sector represents all the commercial and industrial users of gold for whom gold is a daily part
of their business. The jewelry industry is a large user of gold. Other industrial users of gold include the electronics and dental
industries.

World
Gold Supply and Demand 2015-2024 (in tonnes)

The
following table sets forth a summary of the world gold supply and demand for the period from 2015 to 2024 and is based on information
reported by the World Gold Council. Information for the calendar year ended 2025 is not available as of the date of this report

(tonnes)
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024

Supply

Mine production
3,362
3,516
3,581
3,658
3,606
3,483
3,579
3,645
3,641
3,645

Net producer hedging
13
38
(26 )
(12 )
6
(37 )
(5 )
(7 )
69
(54 )

Recycled gold
1,067
1,232
1,112
1,132
1,276
1,293
1,136
1,136
1,234
1,366

Total supply
4,442
4,786
4,667
4,778
4,888
4,739
4,710
4,775
4,944
4,957

Demand

Jewellery fabrication
2,479
2,023
2,267
2,298
2,162
1,332
2,252
2,208
2,208
2,027

Jewellery consumption
2,459
2,108
2,250
2,263
2,142
1,405
2,177
2,095
2,109
1,888

Jewellery inventory
20
(85 )
17
34
20
(73 )
75
114
99
139

Technology
338
329
339
342
333
309
337
315
305
326

Electronics
268
262
272
275
269
255
279
258
249
271

Other Industrial
51
50
51
52
50
42
47
47
47
47

Dentistry
19
18
16
15
14
12
11
10
9
9

Investment
964
1,622
1,322
1,167
1,282
1,805
1,007
1,125
951
1,181

Total bar and coin
1,087
1,079
1,051
1,097
878
913
1,196
1,235
1,195
1,187

Bars
787
803
787
782
590
553
826
814
787
863

Official Coins
224
208
188
242
221
290
284
321
293
199

Medals/Imitation Coins
76
68
76
73
67
70
86
100
115
126

ETFs & similar products
(124 )
543
271
70
404
893
(189 )
(110 )
(244 )
(6 )

Central banks & other inst.
580
395
379
656
605
255
450
1,080
1,051
1,089

Gold demand
4,360
4,370
4,307
4,463
4,382
3,701
4,047
4,729
4,515
4,623

OTC and other*
82
416
360
316
506
1,038
663
46
429
334

Total demand
4,442
4,786
4,667
4,778
4,888
4,739
4,710
4,775
4,944
4,957

LBMA Gold Price (US$/oz)
1,160
1,251
1,257
1,268
1,393
1,770
1,799
1,800
1,941
2,386

Source:
Metals Focus, Refinitiv GFMS, ICE Benchmark Administration, World Gold Council

*
This number captures demand in the OTC market (for which data is not readily available), changes to inventories on commodity
exchanges, any unobserved changes in fabrication inventories and any statistical residual. It is the difference between total supply
and gold demand.

3

The
following are some of the main characteristics of the gold market illustrated by the table:

One
factor which separates gold from other precious metals is that there are large above-ground stocks which can be quickly mobilized.
As a result of gold’s liquidity, gold often acts more like a currency than a commodity.

Over
the past ten years, (new) mine production of gold has experienced a modest rise of an average of 1.41% per annum. Of the three
sources of supply, mine production accounted for 73.5% in 2024. Recycled gold volumes have ranged from 1,067 tonnes to 1,366 tonnes
over the past 10 years.

On
the demand side, jewelry is clearly the greatest source of demand, accounting for 43.8% of total demand in 2024. Industrial demand
has fluctuated between 6.7% and 8.3% of total demand over the past 10 years. Exchange traded product inventory build was positive
each year from 2016 to 2020, averaging 8% of total demand and peaking at 24.1% in 2020, but experienced net outflows on average
of -3.1% from 2021 to 2024. Coin and bar demand fell to a 10-year low in 2019 but has since averaged 26.5% of total demand from
2020 to 2024. Demand from Central Banks and other institutions fluctuated between 8.8% and 14.7% from 2015 to 2019, before reaching
a low of 6.9% in 2020. However, that figure has increased in each of the last three years, reaching a high of 23.6% in 2024.

Historical
Chart of the Price of Gold

The
price of gold is volatile and fluctuations are expected to have a direct impact on the value of the Shares. However, movements
in the price of gold in the past are not a reliable indicator of future movements. Movements may be influenced by various factors,
including announcements from central banks regarding a country’s reserve gold holdings, agreements among central banks,
political uncertainties around the world, and economic concerns.

The
following chart illustrates the movements in the price of an ounce of gold in U.S. Dollars from December 31, 2015 to December
31, 2025:

Source:
Bloomberg, Aberdeen. Chart data from 12/31/2015 to 12/31/2025. Spot Gold Price = GOLDLNPM Index.

The
following is a discussion of the movements in the price of gold illustrated by the table:

The
price of gold tends to rise during periods of low real interest rates and high monetary expansion, as they are often associated
with currency debasement and systemic financial failures. The price of gold peaked at $1,943.20 per ounce in January 2021 as the
uncertainties regarding the pandemic drove prices higher. 2021 proved to be a volatile year for gold as major market events and
continued pandemic uncertainty, coupled with new variants, allowed gold to remain in the investment picture during the year. Additionally,
the trends of 3 years of investor outflows in global ETFs and net negative investor sentiment in gold futures positioning reversed
in 2016 and continued through 2021. Continued low real interest rates, tepid economic growth, and concerns regarding the recovery
of the pandemic were key tailwinds for gold that sparked a return of investor interest. 2022 proved to be another volatile year
for gold as the price climbed as high as $2,039.05 per ounce in the weeks following Russia’s invasion of Ukraine. Aggressive
interest rate hikes by the U.S. Federal Reserve coupled and a strengthening of the US Dollar saw ETF holders liquidate as the
price of gold dropped as low as $1,628.75 per ounce on November 3, 2022. However, increased demand from central banks, along with
the weakening of the U.S. Dollar, sparked a fourth quarter rally that saw the price of gold climb to $1,813.75 per ounce to close
2022.

Similarly
in 2023, economic and geopolitical factors continued to drive volatility in the price of gold over the course of the year. While
the central bank demand that sparked a fourth quarter rally remained strong throughout the year, a weaker US Dollar and a drop
in US 10-Year Treasury Yields caused the price of gold to reach $1,932.45 per ounce on January 26, 2023. However, the disappointing
Chinese economic recovery drove the price as low as $1,810.95 per ounce on February 24, 2023, before the US banking crisis increased
the likelihood of US policy rate cuts and drove the spot price as high as $2,048.45 per ounce on April 13, 2023 as investors turned
to gold in anticipation of lower interest rates. However, the subsequent interest rate hike by the US Federal Reserve in May contributed
to the price of gold falling as low as $1,899.60 per ounce on June 29th, 2023. The price of gold continued to fluctuate throughout
the third quarter as a weaker dollar and central bank purchasing drove the spot price back up to $1,976.10 per ounce on July 20,
2023, however the US

Federal
Reserve’s final interest rate hike of the year on July 26 increased the probability of a policy rate mistake given mixed
economic news leading the price to close as low as $1,870.50 per ounce on September 29, 2023. The spot price of gold continued
to fall at the start of the fourth quarter, reaching as low as $1,818.95 per ounce on October 4, 2023, before the US Treasury
shifted issuance to short duration bonds, lowering 10-year yields. While treasury market yields moved lower, removing the risk
of excessive policy rate tightening, tensions in the Middle East increased with the attacks by Hamas on Israeli targets and civilians
escalating the ongoing conflict between the two entities. Subsequently, the spot price of gold climbed as high as $1,997.60 per
ounce on October 30, 2023. The spot price of gold gave back some of its gains over the first half of November before speculation
of potential interest rate cuts in the US and Chinese economic stimulus drove the spot price of gold to an all-time high of $2,078.40
per ounce on December 28, 2023.

4

In
2024, the spot price of gold was relatively flat to start the year as metals investors focused on hopes of economic stimulus out
of China making a meaningful rise in demand in more cyclically exposed metals like copper and silver. This led to a continuation
of the sharp reduction in gold owned by ETF investors into March, which moderated into June as it became clear the U.S Federal
Reserve was going to need to cut interest rates in the Autumn. From July to October these investors added to positions helping
support gold prices as central bank purchases continued albeit without the Peoples Bank of China which halted purchases between
June and October. The primary motivator for central bank purchases of gold are as a foreign exchange reserves diversifier away
from U.S Dollars and Treasuries at the margin. The Council of Foreign Relations notes a primary risk to emerging market economies
comes from sanctions, tariffs and U.S. Dollar trading system bans on behest of western economies. The results of the U.S. election
raise the prospects of sanctions, and tariffs and thus the motivation to continue reserve diversification with gold purchases.

The
threat of tariffs and sanctions were very much in focus at the start of 2025, with the market narrative that blanket U.S. tariffs
could potentially cause a recession that would require aggressive interest rate cuts, driving interest in exchange-traded funds
(ETFs), while the spot climbed to $3,115.1 per ounce to end the first quarter. Despite the increase in the spot price, the magnitude
of U.S. tariffs at the start of April continued to support demand from central banks moving to diversify their foreign exchange
reserves away from U.S. dollars and treasuries, which can become illiquid in the event of tariffs or sanctions. Further, Chinese
insurance companies were given the option to own gold, and several joined the Shanghai Gold Exchange as members. Those holdings
would be longer-term based and early signs indicated an uptick in gold demand from that sector, which provided an additional tailwind
to the spot price. However, in May, progress on trade deal frameworks with a number of countries, as well as a Federal Reserve
which seemed hesitant to cut rates, sent the spot price of gold into a tighter range of trading where it would remain until the
end of August. Following U.S. employment numbers that were revised dramatically lower, it became clear the Federal Reserve would
need to cut in September driving investment demand for gold higher. The combination of investor demand and central bank demand
created a powerful rally into the end of September. Following a 10% selloff in October, gold experienced a sustained
rally into year-end that saw the spot price close out the year up 65% at $4,307.95 per ounce.

Operation
of the Gold Bullion Market

The
global trade in gold consists of Over-the-Counter (“OTC”) transactions in spot, forwards, and options and other derivatives,
together with exchange-traded futures and options.

Global
Over-The-Counter Market

The
OTC market trades on a 24-hour per day continuous basis and accounts for most global gold trading.

Market
makers, as well as others in the OTC market, trade with each other and with their clients on a principal-to-principal basis. All
risks and issues of credit are between the parties directly involved in the transaction. Market makers include the market-making
members of the London Bullion Market Association (“LBMA”), the trade association that acts as the coordinator for
activities conducted on behalf of its members and other participants in the London bullion market. The eleven market-making members
of the LBMA are: BNP Paribas SA, Citibank N.A., Goldman Sachs International, HSBC Bank PLC, ICBC Standard Bank, JPMorgan Chase
Bank, Merrill Lynch International, Morgan Stanley & Co. International Plc, Standard Chartered Bank, Toronto-Dominion Bank
and UBS AG.

The
main centers of the OTC market for gold are London, Zurich and New York. Mining companies, central banks, manufacturers of jewelry
and industrial products, together with investors and speculators, tend to transact their business through one of these market
centers. Centers such as Dubai and several cities in the Far East also transact substantial OTC market business, typically involving
jewelry and small gold bars (1 kilogram or less) and will hedge their exposure by selling into one of these main OTC centers.
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 between market makers ranges between 5,000 and 10,000 ounces. Bid-offer spreads
are typically 50 US cents per ounce. Certain dealers are willing to offer clients competitive prices for much larger volumes,
including trades over 100,000 ounces, although this will vary according to the dealer, the client and market conditions, as transaction
costs in the OTC market are negotiable between the parties and therefore vary widely. Cost indicators can be obtained from various
information service providers as well as dealers.

5

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 differential 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 Commodity Exchange, Inc. (“COMEX”), a designated contract market within the CME
Group. This period lasts for approximately four hours each New York business day morning.

The
London Gold Bullion Market

Although
the market for physical gold is distributed globally, most OTC market trades are cleared through London. In addition to coordinating
market activities, the LBMA 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 “Good Delivery List,” which
is a list of LBMA accredited refiners of gold. The LBMA also coordinates market clearing and vaulting, promotes good trading practices
and develops standard documentation.

The
term “loco London” gold refer to gold physically held in London that meets the specifications for weight, dimensions,
fineness (or purity), identifying marks (including the assay stamp of a LBMA acceptable refiner) and appearance set forth in “The
Good Delivery Rules for Gold and Silver Bars” published by the LBMA. Gold bars meeting these requirements are described
in this annual report from time to time as “London Good Delivery Bars.” The unit of trade in London is the troy ounce,
whose gram conversion is: 1,000 grams equals 32.1507465 troy ounces and 1 troy ounce equals 31.1034768 grams. A London Good Delivery
Bar is acceptable for delivery in settlement of a transaction on the OTC market. Typically referred to as 400-ounce bars, a London
Good Delivery Bar must contain between 350 and 430 fine troy ounces of gold, with a minimum fineness (or purity) of 995 parts
per 1,000 (99.5%), be of good appearance and be easy to handle and stack. The fine gold content of a gold bar is calculated by
multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar. A London Good Delivery
Bar must also bear the stamp of one of the refiners who are on the LBMA approved list. Unless otherwise specified, the gold spot
price always refers to that of a London Good Delivery Bar. Business is generally conducted over the phone and through electronic
dealing systems.

On
March 20, 2015, ICE Benchmark Administration (“IBA”) began administering the operation of an “equilibrium auction,”
which is an electronic, tradable and auditable, over-the-counter auction market with the ability to settle trades in US Dollars
(“USD”), Euros or British Pounds for LBMA-authorized participating gold bullion banks or market makers (“gold
participants”) that establishes a reference gold price for that day’s trading. IBA’s equilibrium auction is
the gold valuation replacement selected by the LBMA for the London gold fix previously determined by the London Gold Market Fixing
Ltd. that was discontinued on March 19, 2015. IBA’s equilibrium auction, establishes and publishes a USD price per troy
ounce of gold twice each London trading day following an electronic auction consisting of one or more 30-second rounds beginning
at 10:30 a.m. London time (the “LBMA Gold Price AM”) and 3:00 p.m. London time (the “LBMA Gold Price PM”).

Daily
during London trading hours the LBMA Gold Price AM and the LBMA Gold Price PM each provide reference gold prices for that day’s
trading. Many long-term contracts will be priced on either the basis of the LBMA Gold Price AM or the LBMA Gold Price PM, and
market participants will usually refer to one or the other of these prices when looking for a basis for valuations. The LBMA Gold
Price AM and the LBMA Gold Price PM, determined according to the methodologies of IBA and disseminated electronically by IBA to
selected major market data vendors, such as Refinitiv and Bloomberg, are widely used benchmarks for daily gold prices and are
quoted by various financial information sources as the London gold fix was previously. The Trust values its gold on the basis
of LBMA Gold Price PM. If there is no LBMA Gold Price PM on any day, the Trust will value its gold on the basis of LBMA Gold Price
AM announced on that day. If neither price is available for that day, the Trust will value its gold based on the most recently
announced LBMA Gold Price PM or LBMA Gold Price AM.

The
LBMA Gold Price PM is the result of an “equilibrium auction” because it establishes a price for a troy ounce of gold
that clears the maximum amount of bids and offers for gold entered by order-submitting gold participants each day. The opening
bid and subsequent bid prices are generated by an algorithm based method, and each auction is actively supervised by IBA staff.
There are currently 15 direct gold participants (Bank of China, Citibank N.A. London Branch, Coins ‘N Things, Inc., DRW
Investments, LLC, Goldman Sachs, HSBC Bank USA NA, Limited, London Branch, StoneX Financial Ltd., Jane
Street Global Trading, LLC, JPMorgan Chase Bank, N.A. London Branch, Koch Supply and Trading LP, Marex, Morgan Stanley, Standard
Chartered Bank and, Toronto Dominion Bank, and Virtu Financial Global Markets, LLC), and IBA uses ICE’s front-end system, WebICE, as the technology platform that
allows direct participants as well as sponsored clients to manage their orders in the auction in real time via their own screens.

The
IBA auction process begins with a notice of an auction round issued to gold participants before the commencement of the auction
round stating a gold price in U.S. Dollars, at which the auction round will be conducted. An auction round lasts 30 seconds. Gold
participants electronically place bid and offer orders at the round’s stated price and indicate whether the orders are for
their own account or for the account of clients. Aggregate bid and offer volume will be shown live on WebICE, providing a level
playing field for all participants.

At
the end of the auction round, the IBA system evaluates the equilibrium of the bid and offer orders submitted. If bid and offer
orders indicate an imbalance outside of acceptable tolerances established for the IBA system (normally 10,000 oz) (e.g., too many
purchase orders submitted compared to sell orders or vice versa), the auction chairman calculates a new auction round price principally
based on the volume weighting of bid and offer orders submitted in the immediately completed auction round. For instance, if the
order imbalance indicates that purchase orders (bids) outweigh sales orders (offers) then a new auction round price will be issued
that will be increased over that used in the prior auction round. Likewise, the new auction round price will be decreased from
the prior round’s price if offers outweigh bids. To clear the imbalance, the IBA system then issues another notice of auction
round to gold participants at the newly calculated price. During this next 30 second auction round, gold participants again submit
orders, and after it ends, the IBA system evaluates for order imbalances. If order imbalances persist, a new auction price is
calculated and a further auction round will occur. This auction round process continues until an equilibrium within specified
tolerances is determined to exist. Once the IBA system determines that orders are in equilibrium within system tolerances, the
auction process ends and the equilibrium auction round price becomes the LBMA Gold Price PM.

6

The
LBMA Gold Price PM and all bid and offer order information for all auction rounds become publicly available electronically via
IBA instantly after the conclusion of the equilibrium auction. Since April 1, 2015, the LBMA Gold Price has been regulated by
the Financial Conduct Authority (“FCA”) in the United Kingdom (“UK”). IBA also has an Oversight Committee,
made up of market participants, industry bodies, direct participant representatives, infrastructure providers and IBA. The Oversight
Committee allows the LBMA to continue to have significant involvement in the oversight of the auction process, including, among
other matters, changes to the methodology and accreditation of direct participants. Additionally, IBA watches over the price discovery
process for the LBMA Gold Price and ensures that it meets the International Organization of Securities Commission’s (IOSCO)
Principles for Financial Benchmarks, (the “IOSCO Principles”).

The
LBMA Gold Price PM is widely viewed as a full and fair representation of all or material market interest at the conclusion of
the equilibrium auction. IBA’s LBMA Gold Price PM electronic auction methodology is similar to the non-electronic process
previously used to establish the London gold fix where the London gold fix process adjusted the gold price up or down until all
the buy and sell orders are matched, at which time the price was declared fixed. Nevertheless, the LBMA Gold Price PM has several
advantages over the previous London gold fix. The LBMA Gold Price PM auction process is fully transparent in real time to the
gold participants and, at the close of each equilibrium auction, to the general public.

The
LBMA Gold Price PM auction process is also fully auditable by third parties since an audit trail exists from the time of each
notice of an auction round. Moreover, the LBMA Gold Price PM’s audit trail and active, real time surveillance of the auction
process by IBA as well as FCA’s oversight of IBA, deters manipulative and abusive conduct in establishing each day’s
LBMA Gold Price PM.

Since
March 20, 2015, the Sponsor determined that the London gold fix, which ceased to be published as of March 19, 2015, could no longer
serve as a basis for valuing gold bullion received upon purchase of the Trust’s Shares, delivered upon redemption of the
Trust’s Shares and otherwise held by the Trust on a daily basis, and that the LBMA Gold Price PM is an appropriate alternative
for determining the value of the Trust’s gold each trading day. The Sponsor also determined that the LBMA Gold Price PM
fairly represents the commercial value of gold bullion held by the Trust and the “Benchmark Price” (as defined in
Trust Agreement) as of any day is such day’s LBMA Gold Price PM or such day’s LBMA Gold Price AM if such day’s
LBMA Gold Price PM is not available.

Futures
Exchanges

The
most significant gold futures exchanges are the COMEX, a designated contract market within the CME Group, and the Tokyo Commodity
Exchange (“TOCOM”). The COMEX is the largest exchange in the world for trading precious metals futures and options
and has been trading gold since 1974. The TOCOM has been trading gold since 1982. Trading on these exchanges is based on fixed
delivery dates and transaction sizes for the futures and options contracts traded. Trading costs are negotiable. As a matter of
practice, only a small percentage of the futures market turnover ever comes to physical delivery of the gold represented by the
contracts traded. Both exchanges permit trading on margin. Margin trading can add to the speculative risk involved given the potential
for margin calls if the price moves against the contract holder. The COMEX trades gold futures almost continuously (with one short
break in the evening) through its CME Globex electronic trading system and clears through its central clearing system. On June
6, 2003, TOCOM adopted a similar clearing system. In each case, the exchange acts as a counterparty for each member for clearing
purposes.

Other
Exchanges

There
are other gold exchange markets, such as the Istanbul Gold Exchange (trading gold since 1995), the Shanghai Gold Exchange (trading
gold since 2002), the Hong Kong Chinese Gold & Silver Exchange Society (trading gold since 1918) and the Singapore Mercantile
Exchange (trading gold since 2010).

Market
Regulation

The
global gold markets are overseen and regulated by both governmental and self-regulatory organizations. In addition, certain
trade associations have established rules and protocols for market practices and participants. In the United Kingdom,
responsibility for the regulation of the financial market participants, including the major participating members of the
LBMA, falls under the authority of the FCA as provided by the Financial Services and Markets Act 2000 (“FSM
Act”). Under this act, all U.K.-based banks, together with other investment firms, are subject to a range of
requirements, including fitness and properness, capital adequacy, liquidity, and systems and controls.

The
FCA is responsible for regulating investment products, including derivatives, and those who deal in investment products. Regulation
of spot, commercial forwards, and deposits of gold not covered by the FSM Act is provided for by The London Code of Conduct for
Non-Investment Products, which was established by market participants in conjunction with the Bank of England.

The
TOCOM has authority to perform financial and operational surveillance on its members’ trading activities, scrutinize positions
held by members and large-scale customers, and monitor the price movements of futures markets by comparing them with cash and
other derivative markets’ prices. To act as a Futures Commission Merchant Broker on the TOCOM, a broker must obtain a license
from Japan’s Ministry of Economy, Trade and Industry (“METI”), the regulatory authority that oversees the operations
of the TOCOM.

7

The
CFTC regulates trading in commodity contracts, such as futures, options and swaps. In addition, under the CEA, the CFTC has jurisdiction
to prosecute manipulation and fraud in any commodity (including precious metals) traded in interstate commerce as spot as well
as deliverable forwards. The CFTC is the exclusive regulator of U.S. commodity exchanges and clearing houses.

Secondary
Market Trading

While
the Trust’s investment objective is for the Shares to reflect the performance of the price of gold bullion, less the
Trust’s expenses, 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 (the value of the Trust’s assets less its liabilities (“NAV”)) per Share.
The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent
trading hours between the NYSE Arca, COMEX and the London and Zurich gold markets. While the Shares trade on the NYSE Arca
until 4:00 PM New York time, liquidity in the global gold market is reduced after the close of the COMEX at 1:30 PM New York
time. As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may
widen.

Valuation
of Gold and Computation of Net Asset Value

On
each day that the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 p.m. New York time on such day
(the “Evaluation Time”), the Trustee evaluates the gold held by the Trust and determines both the adjusted net asset
value (“ANAV”) and the NAV of the Trust.

At
the Evaluation Time, the Trustee values the Trust’s gold on the basis of that day’s LBMA Gold Price PM (the USD price
for an ounce of gold set by the LBMA-accredited participating bullion banks or market makers in an electronic, tradable and auditable
over-the-counter auction operated by IBA at 3:00 p.m. London time, on each London business day and disseminated electronically
by IBA to selected major market data vendors, such as Refinitiv and Bloomberg). If no LBMA Gold Price PM is made on such day or
has not been announced by the Evaluation Time the LBMA Gold Price AM announced on that day will be used. If neither price is available
for that day, the Trust will value its gold based on the most recently announced LBMA Gold Price PM or LBMA Gold Price AM, unless
the Sponsor determines that such price is inappropriate as a basis for evaluation. In the event the Sponsor determines that the
LBMA Gold Price PM or such other publicly available price as the Sponsor may deem fairly represents the commercial value of the
Trust’s gold is not an appropriate basis for evaluation of the Trust’s gold, it shall identify an alternative basis
for such evaluation to be employed by the Trustee. Neither the Trustee nor the Sponsor shall be liable to any person for the determination
that the LBMA Gold Price PM or such other publicly available price is not appropriate as a basis for evaluation of the Trust’s
gold or for any determination as to the alternative basis for such evaluation provided that such determination is made in good
faith. See “Operation of the Gold Bullion Market—The London Gold Bullion Market” for a description of the LBMA
Gold Price PM.

Once
the value of the gold has been determined, the Trustee subtracts all estimated accrued fees (other than the fees accruing for
such day on which the valuation takes place which are computed by reference to the value of the Trust or its assets), expenses
and other liabilities of the Trust from the total value of the gold and any other assets of the Trust. The resulting figure is
the ANAV of the Trust. The ANAV of the Trust is used to compute the Sponsor’s Fee.

All
fees accruing for the day on which the valuation takes place which are computed by reference to the value of the Trust or its
assets are calculated using the ANAV calculated for such day on which the valuation takes place. The Trustee shall subtract from
the ANAV the amount of accrued fees so computed for such day and the resulting figure is the NAV of the Trust. The Trustee also
determines the NAV per Share by dividing the NAV 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 created or redeemed on such evaluation day).

Any
estimate of the accrued but unpaid fees, expenses and liabilities of the Trust for purposes of computing the NAV of the Trust
and ANAV made by the Trustee in good faith shall be conclusive upon all persons interested in the Trust and no revision or correction
in any computation made under the Trust Agreement will be required by reason of any difference in amounts estimated from those
actually paid.

The
Sponsor and the Shareholders may rely on any evaluation furnished by the Trustee, and the Sponsor has no responsibility for the
evaluation’s accuracy. The determinations the Trustee makes will be 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 will not be liable to the
Sponsor, The Depository Trust Company (“DTC”), Authorized Participants, the Shareholders 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.

On
May 23, 2024, the Sponsor entered into an Amendment (the “Trust Amendment”) to the Depositary Trust Agreement (the
“Trust Agreement”) with the Trustee. The Trust Amendment reflects the following changes, effective as of June 18,
2024, as approved and directed by the Sponsor on behalf of the Trust: (1) the amendment of the definition of “Benchmark
Price” to mean, “as of any day, (i) such day’s LBMA Gold Price PM or such day’s LBMA Gold Price AM if
such day’s LBMA Gold Price PM is not available; or (ii) such other publicly available price which is reasonably available
to the Trustee at no cost to the Trustee and which the Sponsor may determine fairly represents the commercial value of gold held
by the Trust and instructs the Trustee to use as the Benchmark Price”; (2) the replacement of the defined term for “London
PM Gold Fix” with the defined term “LBMA Gold Price PM”, which “means the price of a troy ounce of gold
as determined by ICE Benchmark Administration, the third party administrator of the London gold price selected by the LBMA, or
any successor administrator of the London gold price, at or about 3:00 p.m. London, England time”; and (3) the addition
of the new definition for “LBMA Gold Price AM” which “means the price of a troy ounce of gold as determined
by ICE Benchmark Administration, the third party administrator of the London gold price selected by the LBMA, or any successor
administrator of the London gold price, at or about 10:30 a.m. London, England time.

8

Trust
Expenses

The
Trust’s only ordinary recurring expense is the Sponsor’s Fee. In exchange for the Sponsor’s Fee, the Sponsor
has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee’s monthly fee
and out-of-pocket expenses, the Custodian’s fee and reimbursement of the Custodian’s expenses under the Custody Agreements,
Exchange listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal expenses.

The
Sponsor’s Fee accrues daily at an annualized rate equal to 0.17% of the ANAV of the Trust and is payable monthly in arrears.
The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee at its discretion for a stated
period of time. Presently, the Sponsor does not intend to waive any of its fee.

Furthermore,
the Sponsor may, in its sole discretion, agree to rebate all or a portion of the Sponsor’s Fee attributable to Shares held
by institutional investors subject to minimum shareholding and lock up requirements as determined by the Sponsor to foster stability
in the Trust’s asset levels. Any such rebate will be subject to negotiation and written agreement between the Sponsor and
the investor on a case by case basis. The Sponsor is under no obligation to provide any rebates of the Sponsor’s Fee. Neither
the Trust nor the Trustee will be a party to any Sponsor’s Fee rebate arrangements negotiated by the Sponsor. Any Sponsor’s
Fee rebate shall be paid from the funds of the Sponsor and not from the assets of the Trust.

The
Sponsor’s Fee is paid by delivery of gold to an account maintained by the Custodian for the Sponsor on an unallocated basis,
monthly on the first business day of the month in respect of fees payable for the prior month. The delivery is of that number
of ounces of gold which equals the daily accrual of the Sponsor’s Fee for such prior month calculated at the LBMA Gold Price
PM.

The
Trustee will, when directed by the 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 Trust expenses not assumed by the Sponsor. The Trustee is authorized
to sell gold 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. The Custodian is authorized
to purchase from the Trust, at the request of the Trustee, gold needed to cover Trust expenses not assumed by the Sponsor at the
price used by the Trustee to determine the value of the gold held by the Trust on the date of the sale.

The
Sponsor’s Fee for the year ended December 31, 2025 was $9,255,459 (December 31, 2024: $5,595,961; December 31, 2023: $4,543,699).

Cash
held by the Trustee pending payment of the Trust’s expenses will not bear any interest. Each delivery or sale of gold by
the Trust to pay the Sponsor’s Fee or other Trust expenses will be a taxable event to Shareholders.

Creation
and Redemption of Shares

The
Trust creates and redeems Shares from time to time, but only in one or more Baskets (a Basket equals a block of 100,000
shares). The creation and redemption of Baskets is only made in exchange for the delivery to the Trust or the distribution by
the Trust of the amount of physical gold represented by the Baskets being created or redeemed, the amount of which is based
on the combined NAV of 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.

Authorized
Participants are the only persons that may place orders to create and redeem Baskets. Authorized Participants must be (1) registered
broker-dealers or other securities market participants, such as banks and other financial institutions, which are not required
to register as broker-dealers to engage in securities transactions, and (2) participants in DTC. To become an Authorized Participant,
a person must enter into an Authorized Participant Agreement with the Sponsor and the Trustee. The Authorized Participant Agreement
provides the procedures for the creation and redemption of Baskets and for the delivery of the gold and any cash required for
such creations and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended
by the Trustee and the Sponsor, without the consent of any Shareholder or Authorized Participant. Authorized Participants pay
a transaction fee of $500 to the Trustee for each order they place to create or redeem one or more Baskets. Authorized Participants
who make deposits with the Trust in exchange for Baskets receive no fees, commissions or other form of compensation or inducement
of any kind from either the Sponsor or the Trust for serving as an Authorized Participant, and no such person has any obligation
or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares.

9

Authorized
Participants are cautioned that some of their activities will result in their being deemed participants in a distribution in a
manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of
the Securities Act.

Prior
to initiating any creation or redemption order, an Authorized Participant must have entered into an agreement with the
Custodian or a gold clearing bank to establish an Authorized Participant Unallocated Account in London (“Authorized
Participant Unallocated Bullion Account Agreement”). Gold held in Authorized Participant Unallocated Accounts is
typically not segregated from the Custodian’s or other gold clearing bank’s assets, as a consequence of which an
Authorized Participant will have no proprietary interest in any specific bars of gold held by the Custodian or the clearing
bank. Credits to its Authorized Participant Unallocated Account are therefore at risk of the Custodian’s or other gold
clearing bank’s insolvency. No fees will be charged by the Custodian for the use of the Authorized Participant
Unallocated Account as long as the Authorized Participant Unallocated Account is used solely for gold transfers to and from
the Trust Unallocated Account and the Custodian (or one of its affiliates) receives compensation for maintaining the Trust
Allocated Account. Authorized Participants should be aware that the Custodian’s liability threshold under the
Authorized Participant Unallocated Bullion Account Agreement is generally gross negligence, not negligence, which is the
Custodian’s liability threshold under the Trust’s Custody Agreements.

As
the terms of the Authorized Participant Unallocated Bullion Account Agreement differ in certain respects from the terms of the
Trust’s Unallocated Account Agreement, potential Authorized Participants should review the terms of the Authorized Participant
Unallocated Bullion Account Agreement carefully. A copy of the Authorized Participant Agreement may be obtained by potential Authorized
Participants from the Trustee.

Certain
Authorized Participants are expected to have the facility to participate directly in the physical gold market and the gold futures
markets. 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 must be registered as a broker-dealer under the
Securities Exchange Act of 1934 (“Exchange Act”) and regulated by FINRA or be exempt from being or otherwise not be
required to be so regulated or registered, and must 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 are regulated under federal and state banking laws
and regulations. Each Authorized Participant has its own set of rules and procedures, internal controls and information barriers
as it determines is appropriate in light of its own regulatory regime.

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 report, Goldman Sachs & Co., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC,
Merrill Lynch Professional Clearing Corp., Mizuho Securities USA LLC, Morgan Stanley & Co. Inc., Scotia Capital (USA) Inc.,
UBS Securities LLC and Virtu Americas, LLC have each signed an Authorized Participant Agreement with the Trust and, upon the effectiveness
of such agreement, may create and redeem Baskets as described above. Persons interested in purchasing Baskets should contact the
Sponsor or the Trustee to obtain the contact information for the Authorized Participants. Shareholders who are not Authorized
Participants are only able to redeem their Shares through an Authorized Participant.

All
gold is delivered to the Trust and distributed by the Trust in unallocated form through credits and debits between Authorized
Participant Unallocated Accounts and the Trust Unallocated Account. Gold transferred from an Authorized Participant Unallocated
Account to the Trust in unallocated form will first be credited to the Trust Unallocated Account. Thereafter, the Custodian will
allocate specific bars of gold representing the amount of gold credited to the Trust Unallocated Account (to the extent such amount
is representable by whole gold bars) to the Trust Allocated Account. The movement of gold is reversed for the distribution of
gold to an Authorized Participant in connection with the redemption of Baskets.

All
physical gold represented by a credit to any Authorized Participant Unallocated Account and to the Trust Unallocated Account and
all physical gold held in the Trust Allocated Account with the Custodian must be of at least a minimum fineness (or purity) of
995 parts per 1,000 (99.5%) and otherwise conform to the rules, regulations practices and customs of the LBMA, including the specifications
for a London Good Delivery Bar.

Under
the Authorized Participant Agreement, the 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.

10

Creation
Procedures

On
any business day, an Authorized Participant may place an order with the Trustee to create one or more Baskets. Creation and redemption
orders are accepted on “business days” the NYSE Arca is open for regular trading. Settlements of such orders requiring
receipt or delivery, or confirmation of receipt or delivery, of gold in the United Kingdom, or another jurisdiction will occur
on “business days” when (1) banks in the United Kingdom or other jurisdiction and (2) the London gold markets are
regularly open for business. If such banks or the London gold markets are not open for regular business for a full day, such a
day will only be a “business day” for settlement purposes if the settlement procedures can be completed by the end
of such day. Settlement of orders requiring receipt or delivery, or confirmation of receipt or delivery, of Shares will occur,
after confirmation of the applicable gold delivery, on “business days” when the NYSE Arca is open for regular trading.
Purchase orders must be placed no later than 3:59:59 p.m. on each business day the NYSE Arca is open for regular trading. In the
event of a level 3 market-wide circuit breaker resulting in a trading halt for the remainder of the trading day, the time of the
market-wide trading halt is considered the close of regular trading and no creation orders for the current trade date will be
accepted after that time (the “cutoff”). Orders placed after the cutoff will be deemed to be rejected and will not
be processed. Orders should be placed in proper form on the following business day. Purchase orders must be placed no later than
3:59:59 p.m. on each business day the NYSE Arca is open for regular trading.

By
placing a purchase order, an Authorized Participant agrees to deposit gold with the Trust. Prior to the delivery of Baskets for
a purchase order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for the
purchase order.

Determination
of required deposits

The
amount of gold in the required deposit is determined by dividing the number of ounces of gold held by the Trust by the
number of Baskets outstanding, as adjusted for the amount of gold constituting estimated accrued but unpaid fees and expenses
of the Trust. Fractions of a fine ounce of gold smaller than 0.001 of a fine ounce which are included in the deposit amount
are disregarded in the foregoing calculation. All questions as to the composition of a Creation Basket Deposit will be
finally determined by the Trustee. The Trustee’s determination of the Creation Basket Deposit shall be final and
binding on all persons interested in the Trust.

Delivery
of required deposits

An
Authorized Participant who places a purchase order is responsible for crediting its Authorized Participant Unallocated Account
with the required gold deposit amount by the prescribed settlement date in London. Upon receipt of the gold deposit amount, the
Custodian, after receiving appropriate instructions from the Authorized Participant and the Trustee, will transfer on the prescribed
settlement date the gold deposit amount from the Authorized Participant Unallocated Account to the Trust Unallocated Account and
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 Trust shall be borne solely by
the Authorized Participant. The Trustee may accept delivery of gold by such other means as the Sponsor, from time to time, may
determine with the Trustee to be acceptable for the Trust, provided that the same is disclosed in a prospectus relating to the
Trust filed with the SEC pursuant to Rule 424 under the Securities Act. If gold is to be delivered other than as described above,
the Sponsor is authorized to establish such procedures and to appoint such custodians and establish such custody accounts in addition
to those described in this report, as the Sponsor determines to be desirable.

Acting
on standing instructions given by the Trustee, the Custodian will transfer the gold deposit amount from the Trust Unallocated
Account to the Trust Allocated Account by transferring gold bars from its inventory, to the Trust Allocated Account. The Custodian
uses commercially reasonable efforts to complete the transfer of gold to the Trust Allocated Account prior to the time by which
the Trustee is to credit the Basket to the Authorized Participant’s DTC account; if, however, such transfers have not been
completed by such time, the number of Baskets ordered will be delivered against receipt of the gold deposit amount in the Trust
Unallocated Account, and all Shareholders will be exposed to the risks of unallocated gold to the extent of that gold deposit
amount until the Custodian completes the allocation process. See “Risk Factors—gold held in the Trust’s unallocated
gold account and any Authorized Participant’s unallocated gold account will not be segregated from the Custodian’s
assets....”

Because
gold is only allocated in multiples of whole bars, the amount of gold allocated from the Trust Unallocated Account to the Trust
Allocated Account may be less than the total fine ounces of gold credited to the Trust Unallocated Account. Any balance will be
held in the Trust Unallocated Account. The Custodian uses commercially reasonable efforts to minimize the amount of gold held
in the Trust Unallocated Account; no more than 430 fine troy ounces of gold (maximum weight to make one London Good Delivery Bar)
is expected to be held in the Trust Unallocated Account at the close of each business day.

Rejection
of purchase orders

The
Trustee may reject a purchase order or a Creation Basket Deposit if such order or Creation Basket Deposit is not presented in
proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in the opinion of counsel,
might be unlawful. None of the Trustee, the Sponsor or the Custodian will be liable for the rejection of any purchase order or
Creation Basket Deposit.

11

Redemption
Procedures

The
procedures by which an Authorized Participant can redeem one or more Baskets will mirror 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 no later than 3:59:59 p.m. on each business day the NYSE Arca is open for regular trading. In the event of a level
3 market-wide circuit breaker resulting in a trading halt for the remainder of the trading day, the time of the market-wide trading
halt is considered the close of regular trading and no redemption orders for the current trade date will be accepted after that
time (the “cutoff”). Orders placed after the cutoff will be deemed to be rejected and will not be processed. Orders
should be placed in proper form on the following business day. A redemption order so received is effective on the date it is received
in satisfactory form by the Trustee. The redemption procedures allow Authorized Participants to redeem Baskets and do not entitle
an individual Shareholder to redeem any Shares in an amount less than a Basket, or to 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 by the prescribed settlement date. 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.

Determination
of redemption distribution

The
redemption distribution from the Trust consists of a credit to the redeeming Authorized Participant’s Authorized Participant
Unallocated Account, loco London, representing the amount of the gold held by the Trust evidenced by the Shares being redeemed.
Fractions of a fine ounce of gold included in the redemption distribution smaller than 0.001 of a fine ounce are disregarded.
Redemption distributions will be subject to the deduction of any applicable tax or other governmental charges which may be due.

Delivery
of redemption distribution

The
redemption distribution due from the Trust will be delivered to the Authorized Participant on the prescribed settlement date following
a loco London redemption order date if, by 10:00 a.m. New York time on the settlement date, the Trustee’s DTC account has
been credited with the Baskets to be redeemed. If a loco swap or physical transfer is necessary to effect a loco London redemption,
the redemption distribution due from the Trust will be delivered to the Authorized Participant on or before the prescribed settlement
date if, by 10:00 a.m. New York time on the prescribed settlement date, the Trustee’s DTC account has been credited with
the Baskets to be redeemed. In the event that, by 10:00 a.m. New York time on the prescribed settlement date, the Trustee’s
DTC account has not been credited with the total number of Shares corresponding to the total number of Baskets to be redeemed
pursuant to such redemption order, the Trustee shall send to the Authorized Participant and the Custodian via fax or electronic
mail message notice of such fact and the Authorized Participant shall have one business day following receipt of such notice to
correct such failure. If such failure is not cured within such one business day period, the Trustee (in consultation with the
Sponsor) will cancel such redemption order and will send via fax or electronic mail message notice of such cancellation to the
Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred by
the Trust, the Trustee or the Custodian related to the cancelled order. The Trustee is also authorized to deliver the redemption
distribution notwithstanding that the Baskets to be redeemed are not credited to the Trustee’s DTC account by 10:00 a.m.
New York time on the prescribed settlement date if the Authorized Participant has collateralized its obligation to deliver the
Baskets through DTC’s book entry system on such terms as the Sponsor and the Trustee may from time to time agree upon.

The
Custodian transfers the redemption gold amount from the Trust Allocated Account to the Trust Unallocated Account and, thereafter,
to the redeeming Authorized Participant’s Authorized Participant Unallocated Account. The Authorized Participant and the
Trust are each at risk in respect of gold credited to their respective unallocated accounts in the event of the Custodian’s
insolvency. See “Risk Factors—gold held in the Trust’s unallocated gold account and any Authorized Participant’s
unallocated gold account is not segregated from the Custodian’s assets...”

As
with the allocation of gold to the Trust Allocated Account which occurs upon a purchase order, if in transferring gold from the
Trust Allocated Account to the Trust Unallocated Account in connection with a redemption order there is an excess amount of gold
transferred to the Trust Unallocated Account, the excess over the gold redemption amount will be held in the Trust Unallocated
Account. The Custodian uses commercially reasonable efforts to minimize the amount of gold held in the Trust Unallocated Account;
no more than 430 fine troy ounces of gold (maximum weight to make one London Good Delivery Bar) is expected to be held in the
Trust Unallocated Account at the close of each business day.

Suspension
or rejection of redemption orders

The
Trustee may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption, or postpone the redemption
settlement date, (1) for any period during which the NYSE Arca is closed other than customary weekend or holiday closings, or
trading on the NYSE Arca is suspended or restricted or (2) for any period during which an emergency exists as a result of which
delivery, disposal or evaluation of gold is not reasonably practicable. None of the Sponsor, the Trustee or the Custodian are
liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

12

The
Trustee will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement
or if the fulfillment of the order, in the opinion of its counsel, might be unlawful.

Creation
and Redemption Transaction Fee

To
compensate the Trustee for services in processing the creation and redemption of Baskets, an Authorized Participant is required
to pay a transaction fee to the Trustee of $500 per order to create or redeem Baskets. An order may include multiple Baskets.
The transaction fee may be reduced, increased or otherwise changed by the Trustee with the consent of the Sponsor. From time to
time, the Trustee, with the consent of the Sponsor, may waive all or a portion of the applicable transaction fee. The Trustee
shall notify DTC of any agreement to change the transaction fee and will not implement any increase in the fee for the redemption
of Baskets until 30 days after the date of the notice.

The
Sponsor

The
Trust’s Sponsor is abrdn ETFs Sponsor LLC (known as Aberdeen Standard Investments ETFs Sponsor LLC prior to March 1, 2022
and ETF Securities USA LLC prior to October 1, 2018), a Delaware limited liability company formed on June 17, 2009.

The
Sponsor’s office is located at c/o abrdn ETFs Sponsor LLC, 1900 Market Street, Suite 200, Philadelphia, PA 19103. Prior
to April 27, 2018, the Sponsor was wholly-owned by ETF Securities Limited, a Jersey, Channel Islands based company. Effective
April 27, 2018, ETF Securities Limited sold its membership interest in the Sponsor to abrdn Inc. (known as Aberdeen Standard Investments
Inc. prior to January 1, 2022), a Delaware corporation. As a result of the sale, abrdn Inc. became the sole member of the Sponsor.
abrdn Inc. is a wholly-owned indirect subsidiary of Aberdeen Group plc. ("Aberdeen"). Aberdeen has retained "abrdn" as an operational abbreviation across its subsidiary legal entities (including
the Sponsor, fund names and descriptors). Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor,
the sole member of the Sponsor, abrdn Inc., is not responsible for the debts, obligations and liabilities of the Sponsor solely
by reason of being the sole member of the Sponsor.

The
Sponsor’s Role

The
Sponsor arranged for the creation of the Trust, and is generally responsible for the ongoing registration of the Shares for their
public offering in the United States and the listing of the Shares on the NYSE Arca. The Sponsor has agreed to assume the organizational
expenses of the Trust and the following administrative and marketing expenses incurred by the Trust: the Trustee’s monthly
fee and out-of-pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses under the Custody
Agreements, exchange listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum
in legal expenses. The Sponsor also paid the costs of the Trust’s organization and the initial sale of the Shares, including
the applicable SEC registration fees.

The
Sponsor does not exercise day-to-day oversight over the Trustee or the Custodian. The Sponsor may remove the Trustee and appoint
a successor Trustee (i) if the Trustee ceases to meet certain objective requirements (including the requirement that it have capital,
surplus and undivided profits of at least $150 million), (ii) if, having received written notice of a material breach of its obligations
under the Trust Agreement, the Trustee has not cured the breach within 30 days, or (iii) if the Trustee refuses to consent to
the implementation of an amendment to the Trust’s initial Internal Control Over Financial Reporting. The Sponsor also has
the right to replace the Trustee during the 90 days following any merger, consolidation or conversion in which the Trustee is
not the surviving entity or, in its discretion, on the fifth anniversary of the creation of the Trust or on any subsequent third
anniversary thereafter. The Sponsor also has the right to approve any new or additional custodian that the Trustee may wish to
appoint and any new or additional sub-custodian that the Custodian may wish to appoint.

The
Sponsor or one of its affiliates or agents (1) develops a marketing plan for the Trust on an ongoing basis, (2) prepares marketing
materials regarding the Shares, including the content of the Trust’s website and (3) executes the marketing plan for the
Trust.

The
Trustee

The
Bank of New York Mellon, a banking corporation organized under the laws of the State of New York with trust powers (“BNYM”),
serves as the Trustee. BNYM has a Trust office at 240 Greenwich Street, New York, NY 10286. BNYM is subject to supervision by
the New York State Financial Services Department and the Board of Governors of the Federal Reserve System. Information regarding
creation and redemption Basket composition, NAV of the Trust, transaction fees and the names of the parties that have each executed
an Authorized Participant Agreement may be obtained from BNYM. A copy of the Trust Agreement is available for inspection at BNYM’s
trust office identified above. Under the Trust Agreement, the Trustee is required to have capital, surplus and undivided profits
of at least $150 million. As of December 31, 2025, the Trustee was in compliance with these conditions.

The
Trustee’s Role

The
Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust’s operational
records. The Trustee’s principal responsibilities include (1) transferring the Trust’s gold as needed to pay the Sponsor’s
Fee in gold (gold transfers are expected to occur approximately monthly in the ordinary course), (2) valuing the Trust’s
gold and calculating the NAV of the Trust and the NAV per Share, (3) receiving and processing orders from Authorized Participants
to create and redeem Baskets and coordinating the processing of such orders with the Custodian and DTC, (4) selling the Trust’s
gold as needed to pay any extraordinary Trust expenses that are not assumed by the Sponsor, (5) when appropriate, making distributions
of cash or other property to Shareholders, and (6) receiving and reviewing reports from or on the Custodian’s custody of
and transactions in the Trust’s gold. The Trustee shall, with respect to directing the Custodian, act in accordance with
the instructions of the Sponsor. If the Custodian resigns, the Trustee shall appoint an additional or replacement Custodian selected
by the Sponsor.

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The
Trustee intends to regularly communicate with the Sponsor to monitor the overall performance of the Trust. The Trustee does not
monitor the performance of the Custodian or any other sub-custodian other than to review the reports provided by the Custodian
pursuant to the Custody Agreements. The Trustee, along with the Sponsor, will liaise with the Trust’s legal, accounting
and other professional service providers as needed. The Trustee will assist and support the Sponsor with the preparation of all
periodic reports required to be filed with the SEC on behalf of the Trust.

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

Affiliates
of the Trustee may from time to time act as Authorized Participants or purchase or sell gold or Shares for their own account,
as agent for their customers and for accounts over which they exercise investment discretion. Affiliates of the Trustee are subject
to the same transaction fee as other Authorized Participants.

The
Custodian

Effective
May 23, 2024, the Trustee, at the direction of the Sponsor, entered into an Allocated Account Agreement and Unallocated Account
Agreement with ICBC, providing for the custody of the Trust’s gold. Effective August 8, 2024, JPMorgan Chase Bank N.A. no
longer serves as a custodian of the Trust’s gold. ICBC, a public limited company incorporated under the laws of England
and Wales, serves as a Custodian of the Trust’s gold. ICBC’s office is located at 20 Gresham Street, London, EC2V
7JE, United Kingdom.

The
Custodian’s Role

The
Custodian is responsible for the safekeeping of the Trust’s gold deposited with it by Authorized Participants in connection
with the creation of Baskets. The Custodian facilitates the transfer of gold in and out of the Trust through the unallocated gold
accounts it maintains for each Authorized Participant and the unallocated and allocated gold accounts it maintains for the Trust.
The Custodian holds at its London, England vault premises, that portion of the Trust’s allocated gold to be held in London.
The Custodian is responsible for allocating specific bars of physical gold to the Trust’s allocated gold account. The Custodian
provides the Trustee with regular reports detailing the gold transfers in and out of the Trust’s unallocated and allocated
gold accounts and identifying the gold bars held in the Trust’s allocated gold account.

The
Custodian’s fees and expenses under the Custody Agreements are paid by the Sponsor.

The
Custodian and its affiliates may from time to time act as Authorized Participants or purchase or sell gold or Shares for their
own account, as agent for their customers and for accounts over which they exercise investment discretion. The Custodian and its
affiliates are subject to the same transaction fee as other Authorized Participants.

Inspection
of Gold

Under
the Custody Agreements, the Trustee, the Sponsor and the Trust’s auditors and inspectors may, only up to twice a year, visit
the premises of the Custodian for the purpose of examining the Trust’s gold and certain related records maintained by the
Custodian. The Trustee and the Sponsor have no right to visit the premises of any sub-custodian for the purposes of examining
the Trust’s gold or any records maintained by the sub-custodian, and no sub-custodian is obligated to cooperate in any review
the Trustee or the Sponsor may wish to conduct of the facilities, procedures, records or creditworthiness of such sub-custodian.

The
Sponsor has exercised its right to visit the Custodian in order to examine the gold and the records maintained by the Custodian.
An inspection was conducted by Bureau Veritas Commodities UK Ltd, a leading commodity inspection and testing company retained
by the Sponsor, as of August 4, 2025 and January 5, 2026. The results can be found on www.abrdn.com/usa/etf

There
can be no guarantee that the Sponsor or the Trust’s auditors and inspectors will be able to perform physical inspections
of the Trust’s gold as planned. Local policies, regulations, or ordinances, as well as polices or restrictions adopted by
the Custodian, or any sub-custodian, may temporarily prevent, or otherwise impair the ability of, the Sponsor or the Trust’s
auditors and inspectors, from performing a physical inspection of the Trust’s gold on a desired date. In those situations,
the Sponsor or the Trust’s auditors and inspectors may seek to verify the gold held by the Trust by alternate means, including
through virtual inspections of the Trust’s gold and/or a review of pertinent records.

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Description
of the Shares

General

The
Trustee is authorized under the Trust Agreement to create and issue an unlimited number of Shares. The Trustee creates Shares
only in Baskets (a Basket equals a block of 100,000 Shares) and only upon the order of an Authorized Participant. The Shares represent
units of fractional undivided beneficial interest in and ownership of the Trust and have no par value. Any creation and issuance
of Shares above the amount registered on the Trust’s then-current and effective registration statement with the SEC will
require the registration of such additional Shares.

Description
of Limited Rights

The
Shares do not represent a traditional investment and Shareholders should not view them as similar to shares of a corporation operating
a business enterprise with management and a board of directors. Shareholders do not have the statutory rights normally associated
with the ownership of shares of a corporation, including, for example, the right to bring “oppression” or “derivative”
actions. All Shares are of the same class with equal rights and privileges. Each Share is transferable, is fully paid and non-assessable
and entitles the holder to vote on the limited matters upon which Shareholders may vote under the Trust Agreement. The Shares
do not entitle their holders to any conversion or pre-emptive rights, or, except as provided below, any redemption rights or rights
to distributions.

Distributions

If
the Trust is terminated and liquidated, the Trustee will distribute to the Shareholders any amounts remaining after the satisfaction
of all outstanding liabilities of the Trust and the establishment of such reserves for applicable taxes, other governmental charges
and contingent or future liabilities as the Trustee shall determine. Shareholders of record on the record date fixed by the Trustee
for a distribution will be entitled to receive their pro rata portion of any distribution.

Voting
and Approvals

Under
the Trust Agreement, Shareholders have no voting rights, except in limited circumstances. The Trustee may terminate the Trust
upon the agreement of Shareholders owning at least 75% of the outstanding Shares. In addition, certain amendments to the Trust
Agreement require advance notice to the Shareholders before the effectiveness of such amendments, but no Shareholder vote or approval
is required for any amendment to the Trust Agreement.

Redemption
of the Shares

The
Shares may only be redeemed by or through an Authorized Participant and only in Baskets.

Book-Entry
Form

Individual
certificates will not be issued for the Shares. Instead, one or more global certificates is deposited by the Trustee with
DTC 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, Shareholders are limited to (1) participants in DTC such as banks,
brokers, dealers and trust companies (DTC Participants), (2) those who maintain, either directly or indirectly, a custodial
relationship with a DTC Participant (Indirect Participants), and (3) 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. Shareholders 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.

Custody
of the Trust’s Gold

Custody
of the gold bullion deposited with and held by the Trust is provided by the Custodian at the London, England vaults of the Custodian
and by other sub-custodians on a temporary basis. The Custodian is a market maker, clearer and approved weigher under the rules
of the LBMA.

The
Custodian is the custodian of the gold bullion credited to the Trust Allocated Account in accordance with the Custody Agreements.
The Custodian segregates the gold bullion credited to the Trust Allocated Account from any other precious metal it holds or holds
for others by entering appropriate entries in its books and records. Under the Custody Agreements, the Trustee, the Sponsor and
the Trust’s auditors and inspectors may inspect the vaults of the Custodian. See “Inspection of Gold”.

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The
Custodian, as instructed by the Trustee on behalf of the Trust, is authorized to accept, on behalf of the Trust, deposits of gold
in unallocated form. Acting on standing instructions given by the Trustee specified in the Custody Agreements, the Custodian allocates
gold deposited in unallocated form with the Trust by selecting bars of gold bullion for deposit to the Trust Allocated Account.
All gold bullion allocated to the Trust must conform to the rules, regulations, practices and customs of the LBMA, and the Custodian
must replace any non-conforming gold bullion with conforming gold bullion as soon as practical upon a determination by the Custodian
any gold bullion is non-conforming.

The
process of withdrawing gold from the Trust for a redemption of a Basket follows the same general procedure as for depositing gold
with the Trust for a creation of a Basket, only in reverse. Each transfer of gold between the Trust Allocated Account and the
Trust Unallocated Account connected with a creation or redemption of a Basket may result in a small amount of gold being held
in the Trust Unallocated Account after the completion of the transfer. In making deposits and withdrawals between the Trust Allocated
Account and the Trust Unallocated Account, the Custodian will use commercially reasonable efforts to minimize the amount of gold
held in the Trust Unallocated Account as of the close of each business day. See “Creation and Redemption of Shares.”

United
States Federal Income Tax Consequences

The
following discussion of the material US federal income tax consequences generally applies to the purchase, ownership and
disposition of Shares by a US Shareholder (as defined below) and certain US federal income tax consequences that may apply to
an investment in Shares by a Non-US Shareholder (as defined below). The discussion is based on the United States Internal
Revenue Code of 1986 as amended (the “Code”). The discussion below is based on the Code, United States Treasury
Regulations (“Treasury Regulations”) promulgated under the Code and judicial and administrative interpretations
of the Code, all as in effect on the date of this annual report and all of which are subject to change either prospectively
or retroactively. The tax treatment of Shareholders may vary depending upon their own particular circumstances. Certain
Shareholders (including broker-dealers, traders, banks and other financial institutions, insurance companies, real estate
investment trusts, tax-exempt entities, Shareholders whose functional currency is not the U.S. Dollar or other investors with
special circumstances) may be subject to special rules not discussed below. In addition, the following discussion applies
only to investors who hold Shares as “capital assets” within the meaning of Code section 1221 and not as part of
a straddle, hedging transaction or a conversion or constructive sale transaction. Moreover, the discussion below does not
address the effect of any state, local or foreign tax law or any transfer tax on an owner of Shares. Purchasers of Shares are
urged to consult their own tax advisors with respect to all federal, state, local and foreign tax law or any transfer tax
considerations potentially applicable to their investment in Shares.

For
purposes of this discussion, a “US Shareholder” is a Shareholder that is:

● An
individual who is a citizen or resident of the United States;

● A
corporation (or other entity treated as a corporation for US federal tax purposes) created
or organized in or under the laws of the United States or any political subdivision thereof;

● An
estate, the income of which is includible in gross income for US federal income tax purposes
regardless of its source; or

● 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 US persons have the authority to control
all substantial decisions of the trust.

Taxation
of the Trust

The
Trust is classified as a “grantor trust” for US federal income tax purposes. As a result, the Trust itself is not
subject to US federal income tax. Instead, the Trust’s income and expenses “flow through” to the Shareholders,
and the Trustee reports the Trust’s income, gains, losses and deductions to the Internal Revenue Service (“IRS”)
on that basis.

A
Shareholder that is not a US Shareholder as defined above (other than a partnership, or an entity treated as a partnership for
US federal tax purposes) generally is considered a “Non-US Shareholder” for purposes of this discussion. For US federal
income tax purposes, the treatment of any beneficial owner of an interest in a partnership, including any entity treated as a
partnership for US federal income tax purposes, generally depends upon the status of the partner and upon the activities of the
partnership. Partnerships and partners in partnerships should consult their tax advisors about the US federal income tax consequences
of purchasing, owning and disposing of Shares.

Taxation
of US Shareholders

Shareholders
generally are treated, for US federal income tax purposes, as if they directly owned a pro rata share of the underlying assets
held by the Trust. Shareholders are also treated as if they directly received their respective pro rata share of the Trust’s
income, if any, and as if they directly incurred their respective pro rata share of the Trust’s expenses. In the case of
a Shareholder 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 is equal to its cost of acquiring the Shares. In the case of a Shareholder that acquires its Shares
as part of a creation of a Basket, the delivery of gold to the Trust in exchange for the Shares is not a taxable event to the
Shareholder, and the Shareholder’s tax basis and holding period for the Shares are the same as its tax basis and holding
period for the gold delivered in exchange therefore (except to the extent of any cash contributed for such Shares). For purposes
of this discussion, it is assumed that all of a Shareholder’s Shares are acquired on the same date and at the same price
per Share. Shareholders that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares, should
consult their tax advisors.

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When
the Trust sells or transfers gold, for example to pay expenses, a Shareholder generally will recognize gain or loss in an amount
equal to the difference between (1) the Shareholder’s pro rata share of the amount realized by the Trust upon the sale or
transfer and (2) the Shareholder’s tax basis for its pro rata share of the gold that was sold or transferred. Such gain
or loss will generally be long-term or short-term capital gain or loss, depending upon whether the Shareholder has a holding period
in its Shares of longer than one year. A Shareholder’s tax basis for its share of any gold sold by the Trust generally will
be determined by multiplying the Shareholder’s total basis for its Shares immediately prior to the sale, by a fraction the
numerator of which is the amount of gold sold, and the denominator of which is the total amount of the gold held by the Trust
immediately prior to the sale. After any such sale, a Shareholder’s tax basis for its pro rata share of the gold remaining
in the Trust will be equal to its tax basis for its Shares immediately prior to the sale, less the portion of such basis allocable
to its share of the gold that was sold.

Upon
a Shareholder’s sale of some or all of its Shares, the Shareholder will be treated as having sold a pro rata share of the
gold held in the Trust at the time of the sale. Accordingly, the Shareholder generally will recognize a 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 Shareholder’s
tax basis for the Shares sold, as determined in the manner described in the preceding paragraph.

A
redemption of some or all of a Shareholder’s Shares in exchange for the underlying gold represented by the Shares redeemed
generally will not be a taxable event to the Shareholder. The Shareholder’s tax basis for the gold received in the redemption
generally will be the same as the Shareholder’s tax basis for the Shares redeemed. The Shareholder’s holding period
with respect to the gold received should include the period during which the Shareholder held the Shares redeemed. A subsequent
sale of the gold received by the Shareholder will be a taxable event.

An
Authorized Participant and other investors may be able to re-invest, on a tax-deferred basis, in-kind redemption proceeds received
from exchange-traded products that are substantially similar to the Trust in the Trust’s Shares. Authorized Participants
and other investors should consult their tax advisors as to whether and under what circumstances the reinvestment in the Shares
of proceeds from substantially similar exchange-traded products can be accomplished on a tax-deferred basis.

Under
current law, gains recognized by individuals, estates or trusts from the sale of “collectibles,” including physical
gold, held for more than one year are taxed at a maximum federal income tax rate of 28%, rather than the 20% rate applicable to
most other long-term capital gains. For these purposes, gains recognized by an individual upon the sale of Shares held for more
than one year, or attributable to the Trust’s sale of any physical gold which the Shareholder is treated (through its ownership
of Shares) as having held for more than one year, generally will be taxed at a maximum rate of 28%. The tax rates for capital
gains recognized upon the sale of assets held by an individual US Shareholder for one year or less or by a corporate taxpayer
are generally the same as those at which ordinary income is taxed.

In
addition, high-income individuals and certain trusts and estates are subject to a 3.8% Medicare contribution tax that is imposed
on net investment income and gain. Shareholders should consult their tax advisor regarding this tax.

Brokerage
Fees and Trust Expenses

Any
brokerage or other transaction fees incurred by a Shareholder in purchasing Shares is treated as part of the Shareholder’s
tax basis in the Shares. Similarly, any brokerage fee incurred by a Shareholder in selling Shares reduces the amount realized
by the Shareholder with respect to the sale.

Shareholders
will be required to recognize a gain or loss upon a sale of gold by the Trust (as discussed above), even though some or all of
the proceeds of such sale are used by the Trustee to pay Trust expenses. Shareholders may deduct their respective pro rata share
of each expense incurred by the Trust to the same extent as if they directly incurred the expense. Shareholders who are individuals,
estates or trusts, however, may be required to treat some or all of the expenses of the Trust, to the extent that such expenses
may be deducted, as miscellaneous itemized deductions. Miscellaneous itemized deductions, including expenses for the production
of income, will not be deductible for either regular federal income tax or alternative minimum tax purposes for taxable years
beginning after December 31, 2017 and before January 1, 2026 and thereafter generally are (i) deductible only to the extent that
the aggregate of a Shareholder’s miscellaneous itemized deductions exceeds 2% of such Shareholder’s adjusted gross
income for federal income tax purposes, (ii) not deductible for the purposes of the alternative minimum tax and (iii) are subject
to the overall limitation on itemized deductions under the Code.

17

Investment
by Regulated Investment Companies

Mutual
funds and other investment vehicles which are “regulated investment companies” within the meaning of Code section
851 should consult with their tax advisors concerning (1) the likelihood that an investment in Shares, although they are a “security”
within the meaning of the Investment Company Act of 1940, may be considered an investment in the underlying gold for purposes
of Code section 851(b), and (2) the extent to which an investment in Shares might nevertheless be consistent with preservation
of their qualification under Code section 851. In administrative guidance, the IRS stated that it will no longer issue rulings
under Code section 851(b) relating to the determination of whether or not an instrument or position is a “security”,
but, instead, intends to defer to guidance from the SEC for such determination.

United
States Information Reporting and Backup Withholding Tax for US and Non-US Shareholders

The
Trustee or the appropriate broker will file certain information returns with the IRS, and provides certain tax-related information
to Shareholders, in accordance with applicable Treasury Regulations. Each Shareholder will be provided with information regarding
its allocable portion of the Trust’s annual income (if any) and expenses.

A
US Shareholder may be subject to US backup withholding tax in certain circumstances unless it provides its taxpayer identification
number and complies with certain certification procedures. Non-US Shareholders may have to comply with certification procedures
to establish that they are not a US person in order to avoid the backup withholding tax.

The
amount of any backup withholding tax will be allowed as a credit against a Shareholder’s US federal income tax liability
and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS.

Income
Taxation of Non-US Shareholders

The
Trust does not expect to generate taxable income except for gains (if any) upon the sale of gold. A Non-US Shareholder generally
is not subject to US federal income tax with respect to gains recognized upon the sale or other disposition of Shares, or upon
the sale of gold by the Trust, unless (1) the Non-US Shareholder 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 United States sources;
or (2) the gain is effectively connected with the conduct by the Non-US Shareholder of a trade or business in the United States.

Taxation
in Jurisdictions other than the United States

Prospective
purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their
own tax advisers as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United
States 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.

ERISA
and Related Considerations

The
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and/or Code section 4975 impose certain requirements
on certain employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities,
Keogh plans, and certain commingled investment vehicles or insurance company general or separate accounts in which such plans
or arrangements are invested (collectively, “Plans”), and on persons who are fiduciaries with respect to the investment
of “plan assets” of a Plan. Government plans and some church plans are not subject to the fiduciary responsibility
provisions of ERISA or the provisions of section 4975 of the Code, but may be subject to substantially similar rules under other
federal law, or under state or local law (“Other Law”).

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 and the “Risk Factors” discussed above
and whether such investment is consistent with its fiduciary responsibilities under ERISA or Other Law, including, but not limited
to: (1) whether the investment is permitted under the Plan’s governing documents, (2) whether the fiduciary has the authority
to make the investment, (3) whether the investment is consistent with the Plan’s funding objectives, (4) the tax effects
of the investment on the Plan, and (5) whether the investment is prudent considering the factors discussed in this report. In
addition, ERISA and Code section 4975 prohibit a broad range of transactions involving assets of a plan and persons who are “parties
in interest” under ERISA or “disqualified persons” under section 4975 of the Code. A violation of these rules
may result in the imposition of significant excise taxes and other liabilities. Plans subject to Other Law may be subject to similar
restrictions.

It
is anticipated that the Shares will constitute “publicly offered securities” as defined in the Department of Labor
“Plan Asset Regulations,” §2510.3-101 (b)(2) as modified by section 3(42) of ERISA. Accordingly, pursuant to
the Plan Asset Regulations, only Shares purchased by a Plan, and not an interest in the underlying assets held in the Trust, should
be treated as assets of the Plan, for purposes of applying the “fiduciary responsibility” rules of ERISA and the “prohibited
transaction” rules of ERISA and the Code.

18

Fiduciaries
of plans subject to Other Law should consult legal counsel to determine whether there would be a similar result under the Other
Law.

Investment
by Certain Retirement Plans

Code
section 408(m) provides that the acquisition of a “collectible” by an individual retirement account (“IRA”)
or 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. The term
“collectible” is defined to include, with certain exceptions, “any metal or gem”. The IRS has issued several
private letter rulings to the effect that a purchase by an IRA, or by a participant-directed account under a Code section 401(a)
plan, of publicly-traded shares in a trust holding gold will not be treated as resulting in a taxable distribution to the IRA
owner or Tax Qualified Account participant under Code section 408(m). However the private letter rulings provide that, if any
of the Shares so purchased are distributed from the IRA or Tax Qualified Account to the IRA owner or Tax Qualified Account participant,
or if any gold is received by such IRA or Tax Qualified Account upon the redemption of any of the Shares purchased by it, the
Shares or gold so distributed will be subject to federal income tax in the year of distribution, to the extent provided under
the applicable provisions of Code sections 408(d), 408(m) or 402. Accordingly, potential IRA or Tax Qualified Account investors
are urged to consult with their own professional advisors concerning the treatment of an investment in Shares under Code section
408(m).