Wilshire wShares Enhanced Gold Trust (Form: S-1/A, Received: 12/18/2020 10:31:17)

As filed with the Securities and Exchange Commission on December 18, 2020

Registration No. 333-235913

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

AMENDMENT NO. 4 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________________________

Wilshire wShares Enhanced Gold Trust

Sponsored by Wilshire Phoenix Funds LLC

(Exact Name of Registrant as Specified in Its Charter)

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Delaware (State or Other Jurisdiction of Incorporation or Organization)	6221 (Primary Standard Industrial Classification Code Number)	84-6953191 (I.R.S. Employer Identification Number)
	2 Park Avenue, 20^th Floor New York, New York 10016 (917) 671-9097
	(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) ___________________________
	William Cai, Partner Wilshire Phoenix Funds LLC 2 Park Avenue, 20^th Floor New York, New York 10016 (917) 671-9097 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service) ____________________
Copies to: Gregg Bateman Anthony Tu-Sekine Christopher D. Carlson Seward & Kissel LLP One Battery Park Plaza New York, NY 10004
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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company", in Rule 12b-2 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Share (1)		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee(1)(2)
Units of Beneficial Interest		25,000,000	$	18.00	$	450,000,000	$	49,095.00

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act.

(2)	In connection with the Registrant’s filing of its initial registration statement on Form S-1, Securities Act registration fees of $129.80 were previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The Trust may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated December 18, 2020

25,000,000 SHARES OF

Wilshire wShares Enhanced Gold Trust

The Wilshire wShares Enhanced Gold Trust(the "Trust") is an exchange-traded fund that will issue 25,000,000 shares (the "Shares"), which will trade on NYSE Arca, Inc. (the "Exchange"). The Trust is not registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act") and is not a commodity pool for purposes of the Commodity Exchange Act (“CEA”). The Shares of the Trust represent fractional undivided beneficial interests in and ownership of the Trust. The Trust will have no assets other than (a) Physical Gold (as defined below) and (b) cash, in proportions that seek to closely replicate the Wilshire Gold Index(the "Index"). The investment objective of the Trust is for the Shares to closely reflect the Index, less the Trust’s liabilities and expenses. For a more detailed description of the Index, see "Description of the Index" on page 41 of this prospectus. The Trust’s performance, whether positive or negative, will be driven primarily by its investments in Physical Gold (as defined below).

For purposes of calculating the net asset value (“NAV”) of the Trust, to ascertain the price of physical gold held by the Trust (the “Physical Gold”), the price at 3:00 p.m., London Time (the “LBMA Gold Price PM” or the “Gold Price”) obtained from auctions conducted by ICE Benchmark Administration (“IBA”), a benchmark administrator appointed by the London Bullion Market Association (the “LBMA”), will be used.

The objective of the Index is to reduce the risk-profile typically associated with the purchase of gold, as measured by the daily realized volatility of the LBMA Gold Price PM, while also generally increasing its gold exposure systematically during periods of heightened realized volatility observed in the S&P 500^® Index. Realized volatility, sometimes referred to herein as historical volatility, measures price movement of a given asset over a defined historical time period. The Shares are intended to provide investors with adaptive exposure to gold in a way that is responsive to the realized volatility of each of the S&P 500^® Index and the LBMA Gold Price PM. The Shares are intended to provide an accessible, convenient and relatively cost-efficient alternative for investors not otherwise in a position to participate directly in the market for physical gold.

On a monthly basis, the Gold Price is used to determine the Index’s allocation to the Physical Gold Component (as defined below) and the Cash Component (as defined below) based on a cash weighting (the “Cash Weighting”) to the extent that less than 100% of the Index is comprised of the Physical Gold Component. In seeking to track the Cash Weighting portion of the Index, the Trust will hold cash. The Trust rebalances its assets on a monthly basis to closely replicate the Index, which utilizes a mathematically derived, non-discretionary and passive rules-based methodology.

All net proceeds from the sale of the Shares will be used to purchase Physical Gold to the extent required to track the Index’s allocation to Physical Gold and to pay the expenses of the Trust.

The Trust intends to list the Shares on the Exchange under the ticker symbol "WGLD". Shares may be purchased from the Trust only by certain eligible financial institutions called Authorized Participants (as defined below) and only in one or more blocks of 10,000 Shares (“Creation Units”). The Trust issues Shares in Creation Units on a continuous basis at the applicable NAV per Share on the creation order date. Except when aggregated in Creation Units, the Shares are not redeemable securities.

On December [ ], 2020, the initial Authorized Participant, Virtu Financial (the “Initial AP”), purchased 100,000 Shares at a price of $18.00 per Share. The Initial AP intends to offer to the public these 100,000 Shares at a per-Share offering price that will vary depending on the Trust’s NAV and the trading price of the Shares on the Exchange at the time of the offer. Shares offered by the Initial AP at different times may have different offering prices.

The Trust is an "emerging growth company" as that term is used in the Securities Act of 1933, as amended (“Securities Act”), and, as such, the Trust may elect to comply with certain reduced public company reporting requirements. See "Risk Factors" and "Prospectus Summary—Emerging Growth Company Status."

The continuous offering of the Shares under the Trust’s registration statement on Form S-1, of which this prospectus is a part, is not expected to terminate until the earlier of all of the Shares having been sold or three years from the initial effective date of the registration statement.

Wilshire Phoenix Funds LLC (the “Sponsor”) is the Trust’s sponsor. Delaware Trust Company is the trustee of the Trust (the “Trustee”). Solactive AG calculates the Index (the “Index Calculation Agent”). JPMorgan Chase Bank, N.A. is the gold custodian of the Trust (the “Gold Custodian”). Foreside Fund Services, LLC is the marketing agent for the Shares (the “Marketing Agent”). The Bank of New York Mellon is the custodian for cash (in such capacity, the “Cash Custodian”), the administrator (in such capacity, the “Administrator”), and the transfer agent (in such capacity, the “Transfer Agent”) of the Trust. Exchange Traded Concepts, LLC has been appointed as a representative (in such capacity, the “Representative”) for the purposes of performing certain operational functions, which include effecting the monthly rebalances of the Trust’s assets on each Rebalance Date (as defined below), and effecting creations, redemptions, sales and other transactions on behalf of the Trust.

Wilshire Phoenix, LLC has filed a provisional patent application with the United States Patent and Trademark Office in connection with certain characteristics of the Index and related financial products, including the Shares offered by the Trust, and all rights related to the foregoing pending patent remain those of Wilshire Phoenix, LLC or its affiliates.

Investing in the Shares involves significant risks. See "Risk Factors" starting on page 12 of this prospectus for a discussion of information that should be considered in connection with an investment in the Shares, including that:

•	The success of the Trust’s ability to track its Index depends upon the skill of the Trust's applicable service providers.

•	You could lose all or substantially all of your investment.

•	The Trust is concentrated in Physical Gold. Concentration may result in greater volatility for the Shares.

The Shares are neither interests in, nor obligations of, the Sponsor, the Trustee, the Administrator, the Transfer Agent, the Cash Custodian, the Index Calculation Agent, the Gold Custodian, the Marketing Agent, the Representative, Wilshire Phoenix Funds LLC or any of their respective affiliates. The Shares are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

Authorized Participants may offer to the public, from time to time, Shares from any Creation Units they create. Because the Shares will trade at market prices, rather than the NAV of the Trust, Shares may trade at prices greater than NAV (at a premium), at NAV, or less than NAV (at a discount). Authorized Participants will not receive from the Trust, the Sponsor or any of their respective affiliates, any fee or other compensation in connection with their sale of Shares to the public. An Authorized Participant may receive commissions or fees from investors who purchase Shares through their commission or fee-based brokerage accounts. In addition, the Trust pays a distribution services fee and pays a marketing services fee to the Marketing Agent. For more information regarding items of compensation paid to the Financial Industry Regulatory Authority, Inc. (“FINRA”) members, please see the “Plan of Distribution” section on page 87 of this prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the securities offered in this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE REGISTRATION STATEMENT OF THE TRUST. YOU CAN READ AND COPY THE ENTIRE REGISTRATION STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN WASHINGTON, D.C.

THE TRUST WILL FILE QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0330 FOR FURTHER INFORMATION.

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REGULATORY NOTICES

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE TRUST, THE SPONSOR, THE MARKETING AGENT, THE AUTHORIZED PARTICIPANTS OR ANY OTHER PERSON.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO SELL OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER, SOLICITATION, OR SALE OF THE SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION, OR SALE IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER, SOLICITATION, OR SALE.

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AUTHORIZED PARTICIPANTS MAY BE REQUIRED TO DELIVER A PROSPECTUS WHEN TRANSACTING IN SHARES. SEE “PLAN OF DISTRIBUTION.”

iii

ABOUT THIS PROSPECTUS	1
FORWARD-LOOKING STATEMENTS	2
SUMMARY	3
RISK FACTORS	12
USE OF PROCEEDS	32
OVERVIEW OF GOLD INDUSTRY	33
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36
DESCRIPTION OF THE TRUST	37
DESCRIPTION OF THE INDEX	41
CALCULATION OF THE TRUST'S NAV	47
VALUATION OF THE TRUST'S PHYSICAL GOLD HOLDINGS	48
VALUATION OF THE TRUST'S CASH HOLDINGS	49
THE SPONSOR	50
CREATION AND REDEMPTION OF SHARES	52
THE TRUSTEE	57
THE GOLD CUSTODIAN	58
THE CASH CUSTODIAN	60
THE ADMINISTRATOR	61
THE TRANSFER AGENT	62
CONFLICTS OF INTEREST	63
DESCRIPTION OF THE SHARES	64
EXPENSES	66
BOOK-ENTRY-ONLY SHARES	68
REPORTS	69
DESCRIPTION OF THE TRUST DOCUMENTS	70
U.S. FEDERAL INCOME TAX CONSIDERATIONS	81
ERISA AND RELATED CONSIDERATIONS	85
PLAN OF DISTRIBUTION	87
LEGAL MATTERS	89
EXPERTS	89
WHERE YOU CAN FIND ADDITIONAL INFORMATION	89
EXHIBIT A: INDEX OF DEFINED TERMS	91

ABOUT THIS PROSPECTUS

Neither the Sponsor nor the Trust (both as defined below) has authorized anyone to provide you with information different from that contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by the Trust or on its behalf. Neither the Sponsor nor the Trust takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by the Sponsor, the Trust or on the Trust's behalf. The Trust is offering to sell, and seeking offers to buy, the Trust's Shares only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Trust's Shares.

The Trust obtained certain statistical data, market data and other industry data and forecasts used or incorporated by reference into this prospectus from publicly available information. While the Trust believes that the statistical data, industry data, forecasts and market research are reliable, the Trust has not independently verified the data, and does not make any representation as to the accuracy of the information.

In this prospectus, unless otherwise stated or the context otherwise requires, "we," "our" and "us" refers to the Sponsor acting on behalf of the Trust. “Wilshire Phoenix” is a registered trademark of Wilshire Phoenix, LLC. Wilshire Gold Index, wShares, and Adaptive Exposure are trademarks of Wilshire Phoenix, LLC.

FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements" with respect to the Trust's financial condition, results of operations, plans, objectives, future performance and business. Statements preceded by, followed by or that include words such as "may," "might," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of these terms and other similar expressions are intended to identify some of the forward-looking statements. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that will or may occur in the future, including such matters as changes in market prices and conditions, the Trust's operations, the Sponsor's plans and references to the Trust's future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses the Sponsor made based on its perception of historical trends, current conditions and expected future developments, as well as other factors appropriate in the circumstances. You should specifically consider the numerous risks outlined under "Risk Factors." Whether or not actual results and developments will conform to the Sponsor's expectations and predictions, however, is subject to a number of risks and uncertainties, including:

•

general economic, market and business conditions;

•

success in obtaining Physical Gold in a timely manner;

•

sources of and demand for Physical Gold, and the performance of the gold market;

•

gold price volatility and fluctuations in the spot and forward prices of gold, as well as overall changes, movements and trends in gold demand and supply and the value of investments in Physical Gold;

•

the use of technology by the Trust and its service providers in conducting or supporting the Trust's business, including disruptions in the Trust’s computer systems and data centers and the Trust’s transition to, and quality of, new technology platforms; and

•

other world economic and political developments.

Consequently, all the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, that they will result in the expected consequences to, or have the expected effects on, the Trust's operations or the value of the Shares. Should one or more of these risks discussed in "Risk Factors" or other uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those described in forward-looking statements. Forward-looking statements are made based on the Sponsor's beliefs, estimates and opinions on the date the statements are made and neither the Trust nor the Sponsor is under a duty or undertakes an obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, other than as required by applicable laws.

Moreover, neither the Trust, the Sponsor, nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Investors are therefore cautioned against placing undue reliance on forward-looking statements.

THE TRUST UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS REGISTRATION STATEMENT OR THE DOCUMENTS TO WHICH THE TRUST REFERS YOU IN THIS REGISTRATION STATEMENT, TO REFLECT ANY CHANGE IN THE TRUST'S EXPECTATIONS WITH RESPECT TO SUCH STATEMENTS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY STATEMENT IS BASED, EXCEPT AS REQUIRED BY LAW.

SUMMARY

This is only a summary of the prospectus. While this summary contains material information about the Trust and its Shares, it does not contain or summarize all of the information about the Trust and the Shares contained in this prospectus, which is material and may be important to you. You should read this entire prospectus, including the section entitled "Risk Factors," before making an investment decision about the Shares. Capitalized terms shall have the meaning set forth in this prospectus. See the Index of Defined Terms attached to this prospectus as Exhibit A.

Shares offered by the Trust		25,000,000 shares (the "Shares") issued by the Wilshire wShares Enhanced Gold Trust(the "Trust"), which represent fractional undivided beneficial interests in and ownership of the Trust.
The Trust and the Trustee		The Trust is a Delaware statutory trust that was formed on January 8, 2020. The Trust operates pursuant to a trust agreement, dated as of January 8, 2020, as amended by the First Amendment to the Trust Agreement, dated as of August 24, 2020 and further amended and restated on December 17, 2020 (the "Trust Agreement") between Wilshire Phoenix Funds LLC, a Delaware limited liability company (the "Sponsor"), and Delaware Trust Company (the "Trustee"). The Trustee’s duties and liabilities with respect to the offering of the Shares and the management of the Trust are limited to its express obligations under the Trust Agreement. The Trustee has no duty or liability to supervise or monitor the performance of the Sponsor, nor does the Trustee have any liability for the acts or omissions of the Sponsor. The Trust will have no assets other than (a) physical gold bullion (“Physical Gold”) and (b) cash. For more information about Physical Gold, see "Overview of Gold Industry" below. The investment objective of the Trust is for the Shares to closely reflect the Index (as defined below), less the Trust's liabilities and expenses. On the last Business Day of each month (the “Rebalance Date”), the Index will rebalance its weighting of Physical Gold and cash, based on an earlier calculation that takes into account the realized volatility of gold based on the LBMA Gold Price PM and the realized volatility of the S&P 500^® Index utilizing a mathematically derived, non-discretionary and passive rules-based methodology. If the LBMA PM Fixing process does not occur, then the Rebalance Date will be the next Business Day when the LBMA PM Fixing process does occur. As used in this prospectus, “realized volatility,” sometimes referred to as historical volatility, measures price movement of a given asset over a defined historical time period. The Trust, to closely replicate the Index, will rebalance its holdings in Physical Gold and cash on a monthly basis for consistency with the Index. The Trust is not actively managed. It does not engage in any activities designed to obtain a profit from, or to ameliorate losses caused by, changes in the price of Physical Gold. The Shares are intended to provide investors with adaptive exposure to gold and cash in a way that is responsive to the realized volatility of the LBMA Gold Price PM and the S&P 500^® Index. The Shares may also a provide an accessible, convenient and relatively cost-efficient alternative for investors not otherwise in a position to participate directly in the market for physical gold.



The Index		The Wilshire Gold Index (the "Index") is based on notional components and is not an investment product. The Index is calculated, maintained and published by Solactive AG (the "Index Calculation Agent"). The Sponsor is the sponsor of the Index. The level of the Index is calculated and published on each Index Business Day (as defined below) by approximately 7:00 p.m. (New York City time) and will be available through various market data vendors, including Bloomberg LP, under the ticker symbol “WGIX”, and Refinitiv, under the Reuters instrument code (“RIC”) “.WGIX”. The Index Calculation Agent calculates an intraday indicative value for the Index (“IIV”) every fifteen seconds while Shares are trading on the Exchange (normally 9:30 a.m. – 4:00 p.m. New York City time). Because the IIV is not calculated using the LBMA Gold Price, but instead by using other gold prices, the IIV is not the same as the Index level reported under “WGIX”. The IIV and the Index level reported under “WGIX” may vary significantly, including in times of volatility in gold prices. See “Risk Factors—The Index level may vary significantly from the intraday indicative value of the Index.” The objective of the Index is to reduce the risk-profile typically associated with the purchase of gold, as measured by the daily realized volatility of the LBMA Gold Price, while also generally increasing its gold exposure systematically during periods of heightened realized volatility observed in the S&P 500^® Index. The Index has a notional component representing Physical Gold (the "Physical Gold Component") and cash (the “Cash Component”) based on the Cash Weighting to the extent that less than 100% of the Index is comprised of the Physical Gold Component. In seeking to track the Cash Weighting portion of the Index, the Trust will hold cash. For purposes of calculating the net asset value (“NAV”) of the Trust, to ascertain the price of physical gold held by the Trust (the “Physical Gold”), the prices at 3:00 p.m., London Time (the “LBMA Gold Price PM”), obtained from auctions conducted by ICE Benchmark Administration (“IBA”), a benchmark administrator appointed by the London Bullion Market Association (the “LBMA”), will be used. On the Rebalance Date, the Index rebalances its weighting of the Physical Gold Component utilizing a mathematically derived, non-discretionary and passive rules-based methodology that is based on the daily realized volatility of the LBMA Gold Price PM and realized volatility of the S&P 500^® Index. See "Description of the Index" below.

Assets of the Trust		The Trust will have no assets other than (a) Physical Gold and (b) cash. The Gold Custodian (as defined below) holds all of the Trust’s Physical Gold in its own vault premises except when the Physical Gold is held by a sub-custodian. The cash will be held by the Cash Custodian (as defined below) on behalf of the Trust. The amount of Physical Gold and cash held by the Trust will be determined by the Index. However, because the Trust rebalances its

		holdings monthly, in the periods between such monthly rebalances, as a result of changes in the value of Physical Gold, among other factors, the percentages of Physical Gold relative to the percentages of cash held by the Trust may diverge from the initial percentages in the Index on the most recent Rebalance Date. The Trust's assets, other than Physical Gold, shall consist of cash. The Trust's Physical Gold and cash are carried, for financial statement purposes, at fair value, as required by the U.S. generally accepted accounting principles ("GAAP").

The Trust's NAV and the NAV per Share		The Trust's NAV is determined on each Business Day by the Administrator as of 4:00 p.m. (New York City time) or as soon thereafter as practicable. The Trust's NAV shall be determined by the Administrator on a GAAP basis, and shall be equal to the sum of the values of the Physical Gold held by the Trust and cash held by the Trust (the "Cash Holdings"), less expenses and liabilities of the Trust. The NAV per Share, which is calculated by the Administrator on each Business Day, is equal to the Trust's NAV divided by the number of outstanding Shares. In accordance with the Trust's valuation policy and procedures, the Administrator will determine the price of the Trust's Physical Gold by reference to the LBMA Gold Price. This price will generally be based on the LBMA Gold Price PM. The Administrator determines the amount of any U.S. dollars held by the Trust, as of 4:00 p.m. (New York City time) or as soon thereafter as practicable, on each Business Day. The Trust's investment objective is for the Shares to closely reflect the Index less the Trust's liabilities and expenses. The Trust's NAV and NAV per Share will be determined, in part, by reference to the LBMA Gold Price and the value of the Trust’s holdings in cash. See "Valuation of the Trust's Physical Gold Holdings" and “Valuation of the Trust’s Cash Holdings" below.
The Shares		The Trust issues and redeems Shares at NAV with Authorized Participants and only in large blocks of 10,000 shares (each block of Shares is called a “Creation Unit”) or multiples thereof in exchange for cash. Except when aggregated in Creation Units, the Shares are not redeemable securities of the Trust. Individual Shares may be purchased and sold only on the Exchange through brokers. Because the Shares will trade at market prices rather than NAV, Shares may trade at prices greater than NAV (at a premium), at NAV, or less than NAV (at a discount). Retail investors may purchase and sell Shares through traditional brokerage accounts. Purchases or sales of Shares may be subject to brokerage commissions. Investors are encouraged to review the terms of their brokerage accounts for applicable charges. Shares issued by the Trust will be registered in a book-entry system and held in the name of "Cede & Co." at the facilities of DTC, and one or more global certificates issued by the Trust to DTC will evidence the Shares.

		Shareholders may hold their Shares through DTC if they are direct participants in DTC ("DTC Participants") or indirectly through entities (such as broker-dealers) that are DTC Participants. See "Book-Entry-Only Shares" below for more details. The Shares are expected to be listed on the Exchange and trade under the ticker symbol "WGLD". Solactive AG calculates an intraday indicative net asset value for the Shares (“INAV”) every fifteen seconds while Shares are trading on the Exchange (normally 9:30 a.m. – 4:00 p.m. New York City time). Because the INAV is not calculated using the LBMA Gold Price PM, but instead by using other gold prices, the INAV is not the same as the Share price reported under “WGLD”. The INAV and the Share price reported under “WGLD” may vary significantly, including in times of volatility in gold prices. See “Risk Factors—The INAV is not the same as the Share price or any other trading price of the Shares in the secondary market.”
Authorized Participants		Creation Units may be created or redeemed only by Authorized Participants. An “Authorized Participant” is: (i) a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions; (ii) a participant in the DTC system; and (iii) a party to an agreement with the Trust and the Sponsor (an “Authorized Participant Agreement”). The Authorized Participant Agreement sets forth the procedures for the creation and redemption of Creation Units and for the delivery of cash required for such creations or redemptions. See “Creation and Redemption of Shares” for more details.

Sponsor's Fee; Sponsor-Paid Expenses; Additional Trust Expenses		Except for transaction costs associated with the rebalancing of the Trust's portfolio, and the fees and expense reimbursements due to the Marketing Agent, the Trust's only ordinary recurring expense is expected to be the Sponsor's Fee (as defined below). The Sponsor's Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The Sponsor's Fee will be calculated by the Administrator by applying an annual rate of 65 basis points (0.65%) to the Trust's NAV (the "Sponsor's Fee"). The Administrator will make its calculation regarding the Sponsor's Fee in respect of each Rebalance Date by reference to the Trust's NAV as of the related Determination Date (as defined below). The Sponsor's Fee will be payable in U.S. dollars and will be deducted on a monthly basis in advance as of each Rebalance Date from the amounts on deposit in the Cash Account (as defined below). To pay the Sponsor's Fee, the Administrator will withdraw from the cash on deposit in the Cash Account an amount of U.S. dollars equal to the Sponsor's Fee, determined as described above. Any Sponsor-Paid Expenses (as defined below) will be netted out of the Sponsor's Fee, and the Administrator will directly pay the recipients of such Sponsor-Paid Expenses out of such amounts. After netting such Sponsor-Paid Expenses, the Administrator will pay the remaining amount of the Sponsor's Fee to the Sponsor. The Sponsor, from time to time, may waive all or a portion of the Sponsor's Fee in its sole discretion. The following ordinary and recurring fees of the Trust will be paid by

		the Administrator from the Sponsor's Fee: the Administrator Fee, the Gold Custodian Fee, the Cash Custodian Fee, the Transfer Agent Fee, the Representative Fee, the Trustee Fee, the Index Calculation Agent Fee, the Partnership Representative Fee, the Trust's audit fees (including any fees and expenses associated with tax preparation) and up to $100,000 per year of the Trust’s legal fees and expenses (collectively, the "Sponsor-Paid Expenses"). The Trust will be responsible for certain other fees and expenses that are not contractually assumed by the Sponsor, including but not limited to any fees and expenses associated with the Trust's monthly rebalancing between Physical Gold and cash, any other fees (including commissions and/or exchange fees) associated with buying and selling Physical Gold for the Trust, the fees and expense reimbursements due to the Marketing Agent, the Trust's regulatory fees and expenses (including any filing, application or license fees), printing and mailing costs, costs of maintaining the Trust's website, the Trust’s legal fees and expenses to the extent they exceed $100,000 per year, any applicable license fees, extraordinary legal fees and expenses of the Sponsor, any service provider of the Trust (each, a “Service Provider”) or the Trust, taxes and governmental charges, extraordinary expenses (as described below) incurred by the Sponsor (or any other Service Provider) on behalf of the Trust, expenses of the Service Providers and any indemnification obligations of the Trust (collectively, "Additional Trust Expenses"). Extraordinary expenses are fees and expenses incurred not in the ordinary course of the Trust’s business or fees that are unexpected or unusual in nature, such as extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust, legal claims and liabilities, litigation costs, non-recurring expenses or costs incurred by the Sponsor or any other Service Provider on behalf of the Trust, or other unanticipated expenses. The Administrator will direct the Cash Custodian to withdraw from the Cash Account on each Rebalance Date, an amount of U.S. dollars sufficient to pay the Trust expenses provided for in the Trust Agreement and pay such amount to the recipients thereof.

Rebalancing of the Trust's Assets		On each Rebalance Date, following the calculation of the weighting of the components of the Index, the Trust shall rebalance the Trust's holdings in Physical Gold and cash in order to closely replicate the Index. In order to effect the monthly rebalancing, the Index Calculation Agent shall provide percentage weights for the Physical Gold Component and the Cash Component to the Administrator and the Sponsor on the Determination Date. Thereafter, the Sponsor, based on information provided by the Administrator and the Index Calculation Agent, shall make such determinations and calculations as of each Determination Date (taking into account amounts on deposit in the Cash Account as of such Determination Date and the amount of cash necessary to, on such Rebalance Date, pay amounts due and payable by the Trust) as are necessary in order to determine the amount of Physical Gold to purchase or sell. "Determination Date" means the second Business Day prior to each Rebalance Date. In addition, the Representative interacts with the Cash Custodian, the Gold Custodian, the Administrator, the Trustee, the Index Calculation Agent and any other third party service providers to the Trust for the purpose of effecting monthly rebalances of the Trust’s assets on a Rebalance Date, and effecting creations and redemptions.

	The Sponsor, on each Rebalance Date, shall instruct the Representative to purchase and/or sell Physical Gold. In addition, the Administrator, acting pursuant to instructions from the Sponsor, shall, on the Rebalance Date, instruct the Cash Custodian to pay amounts due and payable by the Trust as of the Determination Date.

Gold Custodian	JPMorgan Chase Bank, N.A. will serve as the Trust's Physical Gold custodian (in such capacity, "Gold Custodian"). The Gold Custodian is responsible for the safekeeping of the Trust’s Physical Gold and supplying inventory information to the Trust. The Gold Custodian is also responsible for facilitating the transfer of Physical Gold in and out of the Trust. The Gold Custodian must allocate, or cause to be allocated, all Physical Gold that can be credited to an allocated account maintained at the Gold Custodian on behalf of the Trust at the close of business on each Business Day. The Gold Custodian shall safely store Physical Gold in its own vaulting facilities and any other vaulting facility as approved by the Gold Custodian. The Trust’s Physical Gold holdings are subject to periodic audits by the Trust’s independent registered public accounting firm, as defined in the Trust’s agreement with the Gold Custodian.

Cash Custodian	The Bank of New York Mellon (the "Cash Custodian") will serve as the Trust's custodian of cash pursuant to the terms and provisions of a custody agreement between the Trust and the Cash Custodian (the "Cash Custody Agreement").

The Trust's Cash Account	Under the Cash Custody Agreement, the Cash Custodian will be responsible for administering and maintaining a custodial account that holds cash for the benefit of the Trust (the "Cash Account"). Pursuant to the instruction of the Sponsor, the Cash Custodian deposits cash into the Cash Account from amounts received on account of the sale of Physical Gold. The Cash Custodian withdraws cash from the Cash Account (i) at the instruction of the Administrator or the Sponsor to pay certain fees and expenses of the Trust, or (ii) at the instruction of the Sponsor for the purpose of settling redemption orders from Authorized Participants. See the "Description of the Trust Documents—Description of the Cash Custody Agreement" for more information.

Risk Factors	An investment in the Shares of the Trust involves significant risks and is suitable only for persons who can bear the economic risk of the loss of their entire investment. Certain of these risks are highlighted below and are discussed in the section “Risk Factors” beginning on page 12 of this prospectus.

	•	There can be no assurance that the Trust will achieve its investment objective.

	•	There can be no assurance that the Trust will achieve profits or avoid losses, significant or otherwise.

	•	An investment in Shares of the Trust carries with it the inherent risks associated with investments related to Physical Gold.

	•	Fluctuations in the price of Physical Gold could materially and adversely affect an investment in the Shares because the value

			of the Shares relates directly to the value of the Physical Gold held by the Trust.

		•	The price of gold is volatile and historical fluctuations in gold prices are not a reliable indicator of future gold price movements.

		•	Certain members of the Sponsor have no history operating an investment vehicle like the Trust, their experience may be inadequate or unsuitable to manage the Trust.

		•	The Trust’s NAV may not always correspond to the market price of the Shares and, as a result, Shares may trade at prices greater than NAV (at a premium), at NAV, or less than NAV (at a discount).

		•	Performance of the Trust may not track the Index during particular periods or over the long term. Tracking error may cause the Trust to outperform or underperform its Index.

		•	The Share price reported under “WGLD” is not the same as the INAV; the INAV may vary significantly from the Share price, particularly during times of volatility of gold prices.

		•	The Index level calculated and published by approximately 7:00 p.m. (New York City time) under “WGIX” is not the same as the IIV; the IIV may vary significantly from the Index level, particularly during times of volatility in gold prices.

		•	The Index has a limited operating history and may perform in unanticipated ways.

		•	The historical performance of the Index or gold may not be indicative of future results.

		•	The Index is not diversified, unlike other indices.

		•	An investment in the Shares may be adversely affected by competition from other methods of investing in commodities, and the availability of other gold products.

		•	Disruptions in the ability to create or redeem Creation Units may adversely affect investors.

		•	The Trust may terminate and liquidate at a time that is disadvantageous to Shareholders.

		•	The Trust and the Shares may be negatively impacted by the effects of the spread of illnesses or other public health emergencies (such as COVID-19) on the global economy, the markets and the Trust’s service providers.

		•	Certain potential conflicts of interest exist between the Sponsor, its affiliates and the Trust’s Shareholders. There can be no assurance that the conflicts described herein or others may not result in adverse consequences to the Trust and its Shareholders.

		•	Shareholders will be subject to taxation on their allocable share of the Trust’s taxable income, whether or not they receive cash distributions.


	•	The Trust’s purchases and sales of Physical Gold will be taxed less favorably compared to other types of investments. Long-term capital gains from the sale of “collectibles,” including gold bullion, are taxed at a maximum rate of 28%, rather than the 20% rate applicable to most other long-term capital gains.

	•	Shareholders will receive partner information tax returns on Schedule K-1, which could increase the complexity of tax returns.

Reports	At the end of each Business Day, the Sponsor, based on information received from the Administrator, shall post to the website www.wshares.com a report detailing the following items: the LBMA Gold Price, the value of the Physical Gold, the value of cash, the Trust's NAV, the Trust's NAV per Share and such other information required to be posted pursuant to the requirements of the Exchange. On the first Business Day after the Rebalance Date, the updated weights for Physical Gold and cash for the Index are posted to the Trust's website. After the end of each fiscal year, the Trust will cause to be prepared an annual report containing audited financial statements prepared in accordance with U.S. GAAP for the Trust. In addition to the annual report, the Trust will cause quarterly and required periodic reports to be prepared, filed with the SEC and the Exchange.

	The Trust is responsible for the registration and qualification of the Shares under the federal securities laws and any other securities laws of the United States or any other jurisdiction as the Trust may select. The Trust will make elections, file or cause to be filed tax returns and prepare, disseminate and file tax reports, as advised by its counsel or accountants and/or as required by any applicable statute, rule or regulation. A website at www.wshares.com will be maintained for Shareholders that will contain the reports and financial statements set forth above. The website will generally be updated as of each Business Day by approximately 7:00 p.m. (New York City time).

Principal Offices	The Trust's principal office is located at 2 Park Avenue, 20^th Floor, New York, New York 10016, and its telephone number is (917) 671-9097.

Emerging Growth Company Status	The Trust qualifies as an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). An emerging growth company may take advantage of specified reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging growth company, among other things:

	•	The Trust is exempt from the requirement to obtain an attestation and report from its auditors on the assessment of its internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act");

	•	The Trust is exempt from compliance with any requirement that the Public Company Accounting Oversight Board (the "PCAOB") may adopt regarding mandatory audit firm rotation

		or a supplement to the auditor's report providing additional information about the audit and the financial statements;

	•	The Trust is permitted to provide less extensive disclosure about executive compensation arrangements;

	•	The Trust is not required to give Shareholders non-binding advisory votes on executive compensation or golden parachute arrangements;

	•	The Trust is granted the ability to present more limited financial data in this registration statement, of which this prospectus is a part; and

	•	The Trust may elect not to use an extended transition period for complying with new or revised accounting standards.

	The Trust may take advantage of these provisions for up to five years from the last day of its fiscal year following the date of this prospectus or such earlier time that the Trust is no longer an emerging growth company. The Trust will cease to be an emerging growth company by 2025 or if it has more than $1.07 billion in annual revenues, has more than $700 million in market value of its common shares held by non-affiliates of issues more than $1.0 billion of non-convertible debt securities over a three-year period. The Trust may choose to take advantage of some but not all of these reduced burdens. The Trust has elected not to opt-out of such extended transition period, which means that when a new or revised accounting standard is issued, and it has different application dates for public or private companies, the Trust, as an emerging growth company, may elect not to adopt the new or revised standard until the time private companies are required to adopt the new or revised standard.

Ticker and Other Symbols	Shares: WGLD (NYSE) Index level: WGIX (Bloomberg) and .WGIX (Refinitiv)

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information contained in this prospectus before making an investment decision. The risks set forth below are not only ones facing the Trust. Additional risks and uncertainties may exist that could also adversely affect the Trust.

Risk Factors Related to the Regulation of the Sponsor, the Trust and the Shares

Shareholders do not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act, or the protections afforded by the CEA.

The Trust is not registered as an investment company under the Investment Company Act. As a result, Shareholders do not have the regulatory protections provided to investors in investment companies. The Trust does not and will not hold or trade in commodity futures contracts, “commodity interests” or any other instruments regulated by the CEA, as administered by the Commodity Futures Trading Commission (“CFTC”) and the National Futures Association (“NFA”). Furthermore, the Sponsor believes that the Trust is not a commodity pool for purposes of the CEA and the Shares are not “commodity interests,” and neither the Sponsor nor the Trustee is subject to regulation by the CFTC as a commodity pool operator or a commodity trading advisor in connection with the Trust or the Shares. Consequently, Shareholders do not have the regulatory protections provided to investors in CEA-regulated instruments or commodity pools operated by registered commodity pool operators or advised by commodity trading advisors.

The Trust is an emerging growth company and the Trust cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the Shares less attractive to investors.

The Trust is an emerging growth company, as defined in the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. The Trust cannot predict if investors will find the Shares less attractive because of the Trust's reliance on these exemptions. If some investors find the Trust's Shares less attractive as a result, there may be a less active trading market for the Shares.

In addition, under the JOBS Act, the Trust's independent registered public accounting firm will not be required to attest to the effectiveness of its internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 for so long as it is an emerging growth company.

For as long as the Trust takes advantage of the reduced reporting obligations, the information that the Trust provides its Shareholders may be different from information provided by other public companies.

The failure by the Trust and the Sponsor to comply with extensive legal and regulatory requirements applicable to them may adversely affect the Trust.

The Trust is subject to a comprehensive scheme of regulation under the federal securities laws and listing standards for its Shares. The Trust and the Sponsor could each be subject to sanctions for a failure to comply with those requirements, which could adversely affect the Trust’s financial performance and its ability to pursue its investment objective. In addition, the SEC and exchanges are empowered to intervene in their respective markets in response to extreme market conditions. Those interventions could adversely affect the Trust’s ability to pursue its investment objective and could lead to losses for the Trust and its Shareholders.

Risk Factors Related to the Trust and the Shares

Certain members of the Sponsor have no history operating an investment vehicle like the Trust, their experience may be inadequate or unsuitable to manage the Trust.

Certain members of the Sponsor have no history of past performance in managing investment vehicles like the Trust. This makes it difficult for investors to evaluate the Trust and its future prospects. The past performance of

the Sponsor's members in other investment vehicles, including their experiences in the financial industry, are no indication of their ability to manage an investment vehicle such as this particular Trust. If the experience of the Sponsor and its members is inadequate or unsuitable, the operations of the Trust may be adversely affected. The Trust can make no assurance that it will be successful in addressing these issues.

An active and liquid market for the Shares may not develop or be sustained.

There is no established trading market for the Shares in the United States. Although the Trust intends to list the Shares on the Exchange, there is no guarantee that an active trading market will develop. Shareholders therefore have limited access to information about prior market history on which to base their investment decision. If an active trading market for the Shares does not develop, the market prices and liquidity of the Shares may be adversely affected. If an investor needs to sell Shares at a time when no active market for Shares exists, the absence of an active market will most likely affect the price the investor receives for the Shares, assuming the investor is able to sell them.

Even if an active trading market for the Shares develops, the market value for the Shares may be highly volatile and could be subject to wide fluctuations after this offering, and therefore, it is difficult to predict the price at which the Shares will trade.

The Trust may terminate and liquidate at a time that is disadvantageous to Shareholders.

The Trust may be terminated and liquidated at a time which is disadvantageous to Shareholders, such as when the Physical Gold price is lower than at the time when Shareholders purchased their Shares. In such a case, when the Trust's Physical Gold is sold as part of the Trust's liquidation, the resulting proceeds distributed to Shareholders will be less than if their prices were higher at the time of sale and Investors may experience a loss in their investments. In certain circumstances, the Sponsor has the ability to terminate the Trust without the consent of Shareholders and may decide to terminate the Trust at a time that is not advantageous for the Shareholder. The Trust may also terminate due to an inability to satisfy exchange listing rules or change in regulatory status (e.g., if the Trust is required to register as an investment company under the Investment Company Act), or if the Trust’s assets are insufficient to be economically viable to manage.

Withdrawal from participation by Authorized Participants may affect the liquidity of Shares.

If one or more Authorized Participants withdraws from participation, it may become more difficult to create or redeem Creation Units, which may reduce the liquidity of the Shares. If it becomes more difficult to create or redeem Creation Units, the correlation between the price of the Shares and the NAV may be affected, which may affect the trading market for the Shares. Having fewer participants in the market for the Shares could also adversely affect the ability to arbitrage any price difference between Physical Gold and the Shares, which may also affect the trading market and liquidity of the Shares.

The Trust utilizes LBMA Gold Price to value the Physical Gold held by the Trust. Potential issues, discrepancies, as well as any future changes to the LBMA Gold Price calculation could impact the value of Physical Gold held by the Trust and have an adverse effect on the value of an investment in the Shares.

In the event that LBMA Gold Price varies materially from the price of Physical Gold observed by other mechanisms, the NAV of the Trust and the value of an investment in the Shares could be adversely affected. The calculation of the LBMA Gold Price is not an exact process but is based upon a procedure of matching orders from participants in the auction process and their customers to sell gold with orders from participants in the auction process and their customers to buy Physical Gold at particular prices. It is possible that electronic failures or other events may occur that could result in delays in the announcement of, or the inability of the system to produce an LBMA Gold Price on any given date.

The Administrator is solely responsible for determining the value of the Trust's Physical Gold and cash, and the Trust's NAV. The value of the Shares may experience an adverse effect in the event of any errors, discontinuance or changes in such valuation calculations.

The Administrator will determine the Trust's holdings of Physical Gold (the “Physical Gold Holdings”), the Trust's holdings of U.S. dollars (the “Cash Holdings”) and the Trust's NAV at 4:00 p.m. (New York City time) or as soon thereafter as practicable, on each Business Day. The Administrator's determination is made utilizing data from the Gold Custodian and Cash Custodian's operations and the LBMA Gold Price. To the extent that the Physical Gold Holdings, the Cash Holdings or the Trust's NAV are incorrectly calculated, the Administrator may not be liable for any error and such misreporting of valuation data could adversely affect an investment in the Shares.

Shareholders may be adversely affected in the event calculation of NAV is suspended.

The Trust may suspend or restrict the determination of NAV, in its sole discretion, if (i) any exchange, dealer market, quotation system or other market on which a significant portion of the Trust's assets are regularly traded or quoted is closed (otherwise than for weekends or holidays) or trading thereon is generally suspended or limited, (ii) the Sponsor has determined in good faith that the disposition of any asset of the Trust, or other transaction involving the sale, transfer or delivery of the Trust's assets is not reasonably practicable without being detrimental to the Trust or the interest of the remaining Shareholder, (iii) any breakdown in the means of communication or publication normally employed in determining the Trust's NAV or the NAV per Share has occurred and is continuing, or the prices or values of the Trust's assets cannot reasonably be promptly and accurately ascertained for any reason, (iv) any event has occurred and is continuing which may cause the dissolution of the Trust or (v) an event constituting force majeure which, in the good faith determination of the Sponsor, makes determination of NAV impossible or administratively unfeasible; provided that any suspension of the determination of NAV shall be reinstated as soon as the force majeure event has resolved. Any such suspension or restriction could adversely affect the Shares. The Trust disclaims any liability for any loss or damage that may result from any such suspension or restriction.

The Shares may trade at a price which is at, above, or below the NAV per Shares and any premium or discount in the trading relative to the NAV per Shares may widen as a result of different trading hours of the Exchange and other exchanges.

The Shares may trade at, above, or below the NAV per Share. The NAV per Share will fluctuate with changes in the market value of the Physical Gold owned by the Trust. The Share price will fluctuate with changes in NAV per Share as well as market supply and demand. The amount of discount or premium in the trading price relative to NAV per Share maybe be affected by non-concurrent trading hours between the Exchange and major gold markets. While the Shares will trade on the Exchange until 4:00 pm (New York City time), liquidity in the market for Physical Gold may be reduced after the close of major world gold markets including London and other locations. When Shares are trading at a premium to NAV, an investor will pay more to purchase Shares compared to the value of the Trust’s underlying assets. When Shares are trading at a discount to NAV, an investor will pay less to purchase Shares compared to the value of the Trust’s underlying assets. Depending on the price at which an investor purchased its Shares, whether the Shares trade at a discount or a premium to NAV may affect the investor’s gain or loss on its investment in the Trust when Shares are sold. If, for example, a Shareholder purchased Shares at a slight premium to NAV and sold Shares while they were trading at a discount to NAV, the Shareholder will realize a loss on the investment, assuming no change in NAV and no bid/ask spread impact on the price of the purchase or sale.

The INAV is not the same as the Share price or any other trading price of the Shares in the secondary market.

The INAV at any point in time of a Business Day is based on a comparison of the previous day’s LBMA Gold Price PM and intraday gold prices from other sources. The INAV is an approximation of the intraday NAV of the Trust.

The trading price of the Shares at any time is the price at which you may be able to sell your Shares in the secondary market at such time, if one exists. The trading price of the Shares at any time may vary significantly from the INAV at such time due to, among other things, imbalances of supply and demand, lack of liquidity, transaction costs and bid-offer spreads, and any corresponding premium or discount in the trading price may be reduced or eliminated at any

time. Paying a premium purchase price over the INAV could lead to significant losses in the event the investor sells such Shares at a time when such premium is no longer present or a discount exists in the market place.

Before trading in the secondary market, you should compare the INAV with the then-prevailing trading price of the Shares.

Unanticipated operational or trading problems that arise may result in a decrease in the value of the Shares.

It is possible that unanticipated issues may arise with respect to the Trust's operations and the trading of the Shares. Such unforeseen problems could have an adverse effect on an investment in the Shares. The mechanisms and procedures governing the creation, redemption and offering of the Shares have been developed specifically for the Trust. Consequently, there may be unanticipated problems with respect to the mechanics of the operations of the Trust and the trading of the Shares that could have a material adverse effect on an investment in the Shares. To the extent that unanticipated operational or trading problems arise, the Sponsor’s past experience and qualifications may not be suitable for solving those problems.

In the event the Trust's assets are lost, damaged, stolen or destroyed, recovery may be limited to the market value of the assets at the time the loss is discovered.

If there is a loss due to theft, loss, damage, destruction or fraud or otherwise with respect to the Trust's assets held by the Gold Custodian or the Cash Custodian (each, a “Custodian” and, collectively, the “Custodians”), the Trust may not be able to recover more than the market value of the assets at the time the loss is discovered. If the market value of assets increases between the time the loss is discovered and the time the Trust receives payment for its loss and purchases assets to replace the losses, less assets will be acquired by the Trust and the value of the net assets of the Trust will be negatively affected. The Custodian has no obligation to replace any gold lost under circumstances for which the Custodian is liable to the Trust. The Custodian’s liability to the Trust, if any, will be limited to the value of any gold lost, or the amount of any balance held on an unallocated basis, at the time of the Custodian’s negligence, fraud or willful default, or, for the Cash Custodian, at the time of the act or omission giving rise to the claim for indemnification.

The Trust is subject to custodial risk.

The value of the Shares will be adversely affected if Physical Gold owned by the Trust is lost or damaged in circumstances in which the Trust is not in a position to recover the corresponding loss.

The Gold Custodian is responsible to the Trust for loss or damage to the Trust’s Physical Gold only under limited circumstances. The Gold Custodian Agreement (as defined below) contemplates that the Gold Custodian will be responsible to the Trust only if it acts with negligence, fraud or in willful default of its obligations under the Gold Custodian Agreement. In addition, the Gold Custodian has agreed to obtain insurance for which the Gold Custodian is the beneficiary that would cover only Physical Gold held in allocated form by the Gold Custodian for the Trust for any loss, damage, destruction, or misdelivery, subject to the terms of those insurance arrangements. These insurance arrangements do not apply to the Trust’s Physical Gold held in unallocated form, so the Trust may experience losses for which there is no insurance coverage if there is any loss, damage, destruction, misdelivery, or other event affecting such Physical Gold. The Gold Custodian has no obligation to replace any Physical Gold lost under circumstances for which the Gold Custodian is not liable to the Trust. The Gold Custodian’s liability to the Trust, if any, will be limited to the value of any Physical Gold held by the Gold Custodian at the time of the Gold Custodian’s negligence, fraud or willful default.

Any loss of Physical Gold owned by the Trust will result in a corresponding loss in the NAV and it is reasonable to expect that such loss will also result in a decrease in the value at which the Shares are traded on the Exchange.

The nature of the Trust’s insurance protection and the Shareholders’ limited rights of legal recourse against the Trust, the Trustee, the Sponsor, the Gold Custodian and any sub-custodian expose the Shareholders to the risk of loss of the Trust’s Physical Gold for which no person is liable.

The Trust does not insure its Physical Gold. The Gold Custodian maintains insurance on such terms and conditions as it considers appropriate in connection with its custodial obligations under the Gold Custodian Agreement and is responsible for all costs, fees and expenses arising from the insurance policy or policies. Although the Gold Custodian has agreed to provide the Trust with the proceeds of insurance claims relating to Physical Gold held by the Gold Custodian in allocated form, the Trust does not have the ability to dictate the nature or amount of coverage and such coverage will not apply to Physical Gold held in unallocated form. Therefore, Shareholders cannot be assured that the Custodian maintains adequate insurance with respect to the Physical Gold held by the Custodian on behalf of the Trust. In addition, while the Gold Custodian Agreement authorizes the Gold Custodian to appoint sub-custodians from time to time for the custody and safekeeping of Physical Gold, such agreement does not require any direct or indirect sub-custodians to be insured or bonded with respect to their custodial activities or in respect of the Physical Gold held by them on behalf of the Trust. Further, Shareholders’ legal recourse against the Trust, the Trustee, the Sponsor, the Custodian, and any sub-custodians is limited. Consequently, there can be no assurance that any losses that may be suffered with respect to the Trust’s Physical Gold will be covered by insurance or can be attributed to a third party who will be liable to the Trust for its loss.

The ability of Shareholders and Authorized Participants to exercise remedies against the Gold Custodian may be limited.

Shareholders and Authorized Participants lack the right under the applicable agreement with a Gold Custodian to assert claims directly against a Gold Custodian, which significantly limits their options for recourse. Claims under the applicable agreement with a Gold Custodian may only be asserted on behalf of the Trust.

The obligations of the Gold Custodian under the Gold Custodian Agreement are governed by English law. The Trust is a Delaware statutory trust. Any U.S. Delaware or other court situated in the United States may have difficulty interpreting English law (which, insofar as it relates to custody arrangements, is largely derived from court rulings rather than statute), LBMA rules or the customs and practices in the London custody market. It may be difficult or impossible for the Trust to sue the Gold Custodian in a Delaware, New York or other court situated in the United States. In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce in a foreign court a judgment rendered by a U.S., Delaware or other court situated in the United States.

In addition, because the Gold Custodian Agreement is governed by English law, any rights which the holders of the Shares may have against the Gold Custodian will be different from, and may be more limited than, those that could have been available to them under the laws of a different jurisdiction. Although the relationship between the Gold Custodian and the Trust is expressly governed by English law, a court hearing any legal dispute concerning that arrangement may disregard that choice of law and apply U.S. law, in which case the ability of the Trust to seek legal redress against the Gold Custodian may be frustrated.

Physical Gold held in the Trust’s unallocated account is not segregated from the Gold Custodian’s assets. If the Gold Custodian becomes insolvent, its assets may not be adequate to satisfy a claim by the Trust. In addition, in the event of the Gold Custodian’s insolvency, there may be a delay and costs incurred in identifying the Physical Gold held in the Trust’s allocated account.

Physical Gold that is part of a deposit for a purchase order or part of a redemption distribution is held for a time in the Trust’s unallocated account. During those times, the Trust will have no proprietary rights to any specific bars of Physical Gold held by the Gold Custodian and will be an unsecured creditor of the Gold Custodian with respect to the amount of Physical Gold held in such unallocated account. In addition, if the Gold Custodian fails to allocate the Trust’s Physical Gold in a timely manner, in the proper amounts or otherwise in accordance with the terms of Gold Custodian Agreement, or if a sub-custodian fails to so segregate Physical Gold held by it on behalf of the Trust, unallocated Physical Gold will not be segregated from the Custodian’s assets, and the Trust will be an unsecured creditor of the Gold Custodian with respect to the amount so held in the event of the insolvency of the Gold Custodian.

In the event the Gold Custodian becomes insolvent, the Gold Custodian’s assets might not be adequate to satisfy a claim by the Trust for the amount of Physical Gold held in its unallocated Physical Gold account.

In the event of the insolvency of the Gold Custodian, a liquidator may seek to freeze access to the Physical Gold held in all of the accounts held by the Custodian, including the Trust’s allocated account. Although the Trust would retain legal title to the allocated Physical Gold bars, the Trust could incur expenses in connection with obtaining control of the allocated Physical Gold bars, and the assertion of a claim by such liquidator for unpaid fees due to the Gold Custodian could delay creations and redemptions of Creation Units.

The gold bullion custody operations of the Gold Custodian are not subject to specific governmental regulatory supervision.

The Gold Custodian is responsible for the safekeeping of the Trust’s Physical Gold. Although the Gold Custodian is a market maker, clearer and approved weigher under the rules of the LBMA (which sets out good practices for participants in the bullion market), the LBMA is not an official or governmental regulatory body. Furthermore, although the Gold Custodian is subject to general banking regulations by U.S. regulators and is generally regulated in the U.K. by the Prudential Regulation Authority and the FCA, such regulations do not directly cover the Gold Custodian’s gold bullion custody operations in the U.K. Accordingly, the Trust is dependent on the Gold Custodian to comply with the best practices of the LBMA and to implement satisfactory internal controls for its gold bullion custody operations in order to keep the Trust’s Physical Gold secure.

Redemption orders for Creation Units may be subject to postponement, suspension or rejection under certain circumstances.

The Sponsor may, in its discretion, suspend the right of redemption or postpone the redemption order settlement date with respect to a Creation Unit for (i) any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable, or (ii) such other period as the Sponsor determines to be necessary for the protection of the Shareholders. In addition, the Trust will reject a redemption order if the order is not in proper form as described in the participant agreement with the Authorized Participant, or if the fulfillment of the order, in the opinion of counsel, might be unlawful. Any such postponement, suspension or rejection could adversely affect a redeeming Authorized Participant. For example, the resulting delay may adversely affect the value of the Authorized Participant’s redemption proceeds if the NAV of the Trust declines during the period of delay. The Trust disclaim any liability for any loss or damage that may result from any such suspension or postponement.

An investment in the Shares may be adversely affected by competition from other methods of investing in commodities, and the availability of other gold products.

The Trust competes with other financial vehicles, including mutual funds, exchange-traded funds (“ETFs”) and other investment companies, index tracking commodity pools, actively traded commodity pools, hedge funds, traditional debt and equity securities issued by companies in the commodities industry, other securities backed by or linked to commodities, and direct investments in the underlying commodities or commodity futures contracts. Market and financial conditions, and other conditions beyond the Sponsor’s control, may make it more attractive to invest in other financial vehicles or to invest in such commodities directly, which could limit the market for the Shares and therefore reduce the liquidity of the Shares. Moreover, the Trust competes with a wide array of available gold investment products in the market, including products offered by well-known sponsors, that offer investors direct investments to gold or gold bullion, securities linked to Physical Gold, precious metals or commodities, and other gold products, or that offer an opportunity to obtain actual physical gold.

Shareholders do not have the rights enjoyed by investors in certain other vehicles.

The Shares have none of the statutory rights normally associated with the ownership of shares of a corporation. However, under Delaware law, a beneficial owner of a statutory trust (such as a Shareholder) may, under certain circumstances, institute legal action on behalf of himself and all other similarly situated beneficial owners to recover damages from a third party where a Sponsor has failed or refused to institute legal action on behalf of himself and all other similarly situated beneficial owners to recover damages from a Sponsor for violations of fiduciary duties,

or on behalf of a statutory trust to recover damages from a third party where a Sponsor has failed or refused to institute proceedings to recover such damages. Shareholders have limited voting rights under the Trust Agreement and will take no part in the management or control of the Trust. The Trust will not have regular Shareholder meetings. The right to authorize actions, appoint service providers or take other actions will not be held by Shareholders, as may be taken by shareholders of other trusts. Shareholders have limited voting rights as set forth in the Trust Agreement. Operation of the Trust by the Sponsor could have an adverse effect on an investment in the Shares.

The Trust Agreement includes provisions that limit Shareholders' voting rights and restrict Shareholders' right to bring a derivative action.

Under the Trust Agreement, Shareholders have limited voting rights and the Trust will not have regular Shareholder meetings. Shareholders take no part in the management or control of the Trust. Accordingly, Shareholders do not have the right to authorize actions, appoint service providers or take other actions as may be taken by Shareholders of other trusts or companies where shares carry such rights. The Shareholders' limited voting rights give almost all control under the Trust Agreement to the Sponsor and the Service Providers. The Sponsor and the Service Providers may take actions in the operation of the Trust that may be adverse to the interests of Shareholders and may adversely affect the value of the Shares.

Moreover, pursuant to the terms of the Trust Agreement, Shareholders' statutory right under Delaware law to bring a derivative action (i.e., to initiate a lawsuit in the name of the Trust in order to assert a claim belonging to the Trust against a fiduciary of the Trust or against a third-party when the Trust's management has refused to do so) is restricted. Under Delaware law, a shareholder may bring a derivative action if the shareholder is a shareholder at the time the action is brought and either (i) was a shareholder at the time of the transaction at issue or (ii) acquired the status of shareholder by operation of law or the Trust's governing instrument from a person who was a shareholder at the time of the transaction at issue. Additionally, Section 3816(e) of the Delaware Statutory Trust Act specifically provides that a "beneficial owner's right to bring a derivative action may be subject to such additional standards and restrictions, if any, as are set forth in the governing instrument of the statutory trust, including, without limitation, the requirement that beneficial owners owning a specified beneficial interest in the statutory trust join in the bringing of the derivative action." In addition to the requirements of applicable law and in accordance with Section 3816(e), the Trust Agreement provides that no Shareholder will have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust unless two or more Shareholders who (i) are not affiliates of one another and (ii) collectively hold at least twenty-five percent (25%) of the outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding. This provision applies to any derivative actions brought in the name of the Trust other than claims under the federal securities laws and the rules and regulations thereunder.

Due to this additional requirement, a Shareholder attempting to bring or maintain a derivative action in the name of the Trust will be required to locate other Shareholders with which it is not affiliated and that have sufficient Shares to meet the twenty-five percent (25%) threshold based on the number of Shares outstanding on the date the claim is brought and thereafter throughout the duration of the action, suit or proceeding. This may be difficult and may result in increased costs to a Shareholder attempting to seek redress in the name of the Trust in court. Moreover, if Shareholders bringing a derivative action, suit or proceeding pursuant to this provision of the Trust Agreement do not hold twenty-five percent (25%) of the outstanding Shares on the date such an action, suit or proceeding is brought, or such Shareholders are unable to maintain Share ownership meeting the twenty-five percent (25%) threshold throughout the duration of the action, suit or proceeding, such Shareholders' derivative action may be subject to dismissal. As a result, the Trust Agreement limits the likelihood that a Shareholder will be able to successfully assert a derivative action in the name of the Trust, even if such Shareholder believes that he or she has a valid derivative action, suit or other proceeding to bring on behalf of the Trust.

Slippage may negatively affect the performance of the Trust.

When buying and selling Physical Gold, slippage (i.e. the difference between the intended target price and the ultimate execution price) may occur. This slippage may negatively affect the performance of the Trust and may result in a deviation of the amount of Physical Gold held by the Trust from the amount otherwise indicated by the Index. Although the Trust will hold Physical Gold in an amount that seeks to closely replicate the Index, and will trade Physical Gold in accordance with this goal, factors such as slippage may negatively impact the ability of the Trust to closely replicate the amount of Physical Gold otherwise indicated by the Index.

The Trust heavily relies on service providers.

The Trust is dependent upon various service providers that are not controlled by the Sponsor or the Trustee. These service providers which include the Calculation Agent, Administrator, Custodians, Representative and Transfer Agent, among others, perform essential functions, products and services for and on behalf of the Trust. The continuous functioning of the Trust depends on the continued operations of these third-party service providers and facilities. Because the Trust is so reliant on the service providers to conduct its business and operations, the error or misconduct by, or failure of (such as bankruptcy, receivership or liquidation) a service provider could have a material adverse effect on the Trust and the Shareholders' investments therein. In addition, the Trust may be subject to operational and settlement risks, legal risks, credit risk, non-payment, non-deliverability, government intervention, complex regulatory risk, non-performance risk, bankruptcy risk, insolvency risk, receivership, and fraud risk with respect to the service providers. Moreover, the Trust has delegated various responsibilities to service providers who, in the performance of their duties, may exercise discretion in the execution and delivery of their tasks. If service providers are unable to perform services at the level of service the Trust requires or discharges their discretion in a manner that is prejudicial to the business of the Trust, then the business operations of the Trust may suffer. Alternate service providers may not be readily available on acceptable terms or at all and transitioning tasks to new service providers may take time to complete, which could adversely affect the operations and performance of the Trust.

The Trust's expenses, including Additional Trust Expenses (if any) and the Sponsor's Fee may adversely affect an investment in the Shares.

The Sponsor has contractually assumed the Sponsor-Paid Expenses, which are certain operational and periodic expenses of the Trust. See "The Trust—Trust Expenses." Additional Trust Expenses of the Trust (for example, expenses relating to litigation) are not assumed by the Sponsor and are instead borne by the Trust and paid from the cash on deposit in the Trust's Cash Account, which may adversely affect an investment in the Shares. In addition, the Sponsor may, in its sole discretion, increase the Sponsor's Fee or decrease the Sponsor-Paid Expenses, which may adversely affect an investment in the Shares. Such an increase in the Sponsor's Fee or decrease in the Sponsor-Paid Expenses could occur if the expenses of the Trust materially increase. Alternatively, the Sponsor could choose to decrease the Sponsor's Fee in response to competitive pressures from other investment vehicles similar to the Trust. The Sponsor will balance such competitive pressures and the costs that it incurs in acting as Sponsor for the Trust when determining the Sponsor's Fee. A Shareholder may never achieve profits, significant or otherwise, by investing in the Trust. Shareholders will also bear expenses associated with rebalancing the Trust’s investments in Physical Gold and cash to reflect the Physical Gold Component and Cash Component of the Index, which will vary depending on the daily realized volatility of the LBMA Gold Price and realized volatility measures of the S&P 500^® Index and as of the date of this prospectus are expected to amount to less than approximately 0.02% of a Shareholder’s investment in the Trust per annum, assuming the Shareholder’s investment in the Trust is $10,000.

The value of the Shares will be adversely affected if the Trust is required to pay any amounts pursuant to its obligation to indemnify the Sponsor, the Trustee, the Transfer Agent, the Administrator, the Custodians or the Representative under the Trust Documents.

Under the documents related to and governing the Trust (the "Trust Documents"), each of the Sponsor, the Trustee, the Transfer Agent, the Administrator, the Gold Custodian, the Representative and the Cash Custodian has a right to be indemnified by the Trust for certain liabilities or expenses that it incurs without gross negligence, bad faith or willful misconduct on its part. Therefore, the Sponsor, Trustee, Transfer Agent, the Administrator, the Gold Custodian, the Representative and the Cash Custodian may require that the assets of the Trust be sold in order to cover losses or liabilities suffered by it. Any sale of that kind would reduce the Trust's NAV and NAV per Share.

Intellectual property rights claims may adversely affect the Trust and an investment in the Shares.

Third parties may assert intellectual property rights claims that have an adverse effect on the Trust. These claims may pertain to the operation of the Trust and the mechanics instituted for the investment in, holding of and transfer of Physical Gold. An intellectual property or other legal action, regardless of its merit, may result in expenses for legal fees to defend or payments to settle such claims. These expenses would be Additional Trust Expenses and be

borne by the Trust through the sale of the Trust’s Assets. Further, a meritorious intellectual property rights claim may prevent Trust operations and force the Sponsor to terminate the Trust and liquidate the Trust's Physical Gold. As a result, an intellectual property rights claim against the Trust could adversely affect an investment in the Shares.

Due to the increased use of technologies, intentional and unintentional cyber-attacks pose operational and information security risks.

With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, the Trust is susceptible to operational and information security risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.

Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites. Cyber security failures or breaches of the Trust’s third party service providers (including, but not limited to the Calculation Agent, the Administrator, the Custodians and the Transfer Agent) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, the inability of Shareholders or Authorized Participants to transact business in Shares and Creation Units, respectively, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. The Trust and its Shareholders could be negatively impacted as a result.

While the Sponsor has established business continuity plans and systems reasonably designed to detect and prevent such cyber-attacks from being effective, there are inherent limitations in such plans and systems. For instance, it is possible that certain existing risks have not been identified or that new risks will emerge before countervailing measures can be implemented. Furthermore, the Trust cannot control, or even necessarily influence, the cyber security plans and systems put in place by the Trust’s third party service providers. Since the Trust is dependent upon third party service providers (including the Sponsor) for substantially all of their operational needs, the Trust is subject to the risk that a cyber-attack on a service provider will materially impair their normal operations even if the Trust itself is not subject to such an attack. In addition, a service provider that has experienced a cyber security incident may divert resources normally devoted to servicing the Trust to addressing the incident, which would be likely to have an adverse effect on the Trust’s operations.

The Trust is exposed to various operational risks.

The Trust is exposed to various operational risks, including human error, information technology failures and failure to comply with formal procedures intended to mitigate these risks, and is particularly dependent on electronic means of communicating, record-keeping and otherwise conducting business. In addition, the Trust generally exculpates, and in some cases indemnifies, its service providers and agents with respect to losses arising from unforeseen circumstances and events, which may include the interruption, suspension or restriction of trading on or the closure of the Exchange, power or other mechanical or technological failures or interruptions, computer viruses, communications disruptions, work stoppages, natural disasters, fire, war, terrorism, riots, rebellions or other circumstances beyond the control of the Trust or its service providers and agents. Accordingly, the Trust generally bears the risk of loss with respect to these unforeseen circumstances and events to the extent relating to the Trust or the Shares, which may limit or prevent the Trust from generating returns corresponding to those of the Index or otherwise expose it to loss.

Although it is generally expected that the Trust’s direct service providers and agents will have disaster recovery or similar programs or safeguards in place to mitigate the effect of such unforeseen circumstances and events, there can be no assurance that these safeguards are in place for all parties whose activities may affect the performance of the Trust, or that these safeguards, even if implemented, will be successful in preventing losses associated with such unforeseen circumstances and events. Nor can there be any assurance that the systems and applications on which the Trust relies will continue to operate as intended. In addition to potentially causing performance failures at, or direct losses to, the Trust, any such unforeseen circumstances and events or operational failures may further distract the service providers, agents or personnel on which the Trust relies, reducing their ability to conduct the activities on

which the Trust is dependent. These risks cannot be fully mitigated or prevented, and further efforts or expenditures to do so may not be cost-effective, whether due to reduced benefits from implementing additional or redundant safeguards or due to increases in associated maintenance requirements and other expenses that may make it more costly for the Trust to operate in more typical circumstances.

The Trust and the Shares may be negatively impacted by the effects of the spread of illnesses or other public health emergencies on the global economy, the markets and the Trust’s service providers.

An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been spread globally. This outbreak has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, layoffs, defaults and other significant economic impacts, as well as general concern and uncertainty. The impact of this outbreak has adversely affected the economies of many nations and the entire global economy and may impact individual issuers and capital markets in ways that cannot necessarily be foreseen. Other infectious illness outbreaks that may arise in the future could have similar impacts. Public health crises caused by the outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally.

The COVID-19 outbreak may have serious negative effects on social, economic and financial systems, including significant uncertainty and volatility in the financial markets. For instance, the suspension of operations of mines, refineries and vaults that extract, produce or store gold, restrictions on travel that delay or prevent the transportation of gold, and an increase in demand for gold may disrupt supply chains for gold, which could cause secondary market spreads to widen and compromise the Trust’s ability to purchase and sell Physical Gold in connection with monthly rebalancings and to support the creation and redemption process. Any inability of the Trust to issue or redeem Shares, purchase or sell Physical Gold or the Gold Custodian or any sub-custodian to receive or deliver gold as a result of the outbreak will negatively affect the Trust's operations.

The duration of the outbreak and its effects cannot be determined with certainty. A prolonged outbreak could adversely affect the correlation between the price of the Shares and the NAV of the Trust or could result in an increase of the costs of the Trust or less liquidity in the market for gold, each of which could adversely affect the value of Shares. In addition, the outbreak could also impair the information technology and other operational systems relied on by the Sponsor and the Trust’s service providers, including the Representative, the Trustee, the Administrator, and the Gold Custodian, and could otherwise disrupt the ability of employees of the Trust’s service providers to perform essential tasks on behalf of the Trust. Governmental and quasi-governmental authorities and regulators throughout the world have in the past responded to major economic disruptions with a variety of fiscal and monetary policy changes, including, but not limited to, direct capital infusions into companies, new monetary programs and lower interest rates. An unexpected or quick reversal of these policies, or the ineffectiveness of these policies, is likely to increase volatility in the market for gold, which could adversely affect the price of the Shares.

Further, the outbreak could interfere with or prevent the operation of the electronic auction hosted by IBA to determine the LBMA Gold Price, which the Administrator uses to value the Physical Gold and calculate the NAV of the Trust. LBMA Gold Price auctions have continued during the current COVID-19 global pandemic, but there can be no assurance that these will continue. The outbreak could also cause the closure of futures exchanges, which could reduce the ability of Authorized Participants to hedge purchases of Creation Units, increasing trading costs of Shares and resulting in a sustained premium or discount in the Shares. Each of these outcomes would negatively impact the Trust.

Risk Factors Related to the Gold Market

The Trust is subject to market risk with respect to the gold markets.

Market risk refers to the risk that the market price of Physical Gold held by the Trust will rise or fall, sometimes rapidly or unpredictably. An investment in the Trust's Shares is subject to market risk.

Substantial sales of gold by central banks, governmental agencies and international institutions could adversely affect an investment in the Shares.

Central banks, other governmental agencies and international institutions buy, sell, and hold gold as part of their reserve assets. This market sector holds a significant amount of gold. Several central banks and multi-lateral institutions have sold portions of their gold reserves in the past years. This can happen unexpected and in times of economic crises. The price of gold may decline which may adversely affect an investment in the Shares.

The price of gold, and in turn, the price of the Shares, may be adversely affected by sale of other investment vehicles in the market.

The sale of many other investment vehicles, such as equity issues by companies in the gold industry, other exchange- traded funds or products linked to gold, and other securities backed by or linked to gold, maybe adversely affect the price of gold in general. This in turn would adversely affect the price and Net Asset Value of the Shares.

Fluctuations in the price of Physical Gold could materially and adversely affect an investment in the Shares because the value of the Shares relates directly to the value of the Physical Gold held by the Trust.

When valuing the Physical Gold held by the Trust, the Trust intends to utilize the LBMA Gold Price. The value of the Shares in part relates directly to the value of the Physical Gold held by the Trust. Several factors may influence the price of Physical Gold, including, but not limited to:

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Global or regional political, economic or financial events and situations, especially those unexpected in nature;

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Interest rates in fiat currencies;

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Currency exchange rates, including the rates at which gold is priced in exchanges and trading venues around the world;

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Investment and trading activities of large investors, including private and registered trusts, hedge funds and commodity funds, commodity pools, that may directly or indirectly invest in gold;

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Changes in economic variables such as economic output and growth, and monetary policies;

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Changes in global gold supply and demand; and

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Investor and speculator attitude and confidence toward gold.

The price of gold is volatile and historical fluctuations in gold prices are not a reliable indicator of future gold price movements.

The price of gold is volatile and fluctuations are expected to have a direct impact on the value of the Shares. Throughout 2019 and 2020, gold prices experienced notable volatility. Gold closed at $1,282.90 per ounce on January 2, 2019, reached a high for the first calendar quarter of 2019 of $1,343.75, but fell to $1,269.50 towards the end of April 2019, its lowest point for the year. Then, in early September 2019, the price of gold reached $1,546.10 per ounce, trading at a then six-year high, as the Federal Reserve re-opened the door for interest rate cuts amid rising global economic and political uncertainties including uncertainty surrounding U.S.-China trade relations. Gold closed at $1,474.25 per ounce on March 19, 2020 and reached a record high of $2,067.15 per ounce on August 6, 2020. Throughout 2019 and 2020, individual supply and demand elements also saw dramatic fluctuations.

Moreover, movements in the price of gold in the past, and any past or present trends, 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, fluctuations in the value of the U.S. dollar, gold supply and demand, geo-political uncertainties, economic concerns such as inflation, and real or speculative investor interest.

There is no guarantee that the high trading price of gold will be sustained.

Prices in the international gold market have reached historically high levels in recent years. The price of Physical Gold going forward and, in turn, the future value of net assets of the Trust, may be dependent upon factors that include global gold supply and demand, investors’ inflation expectations, exchange rate volatility, interest rate volatility and investment and trading activities of hedge funds and commodity funds. An adverse development with regard to one or more of these, or other factors may lead to a decrease in gold trading prices. A decline in prices of gold would decrease the value of net assets and the NAV of the Trust. In addition, investors should be aware that there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future.

The Trust's buying and selling activity associated with the issuance of Shares or the rebalancing of the Trust's assets may adversely affect an investment in the Shares.

The Trust's purchase of Physical Gold in connection with the issuance of shares or the rebalancing of the Trust's assets may cause the price of gold to increase, which will result in higher prices for the Shares. Increases in the gold prices may also occur as a result of Physical Gold purchases by other market participants who attempt to benefit from an increase in the market price of gold when Shares are issued, or the Trust rebalances its assets. The market price of gold may therefore decline immediately after Shares are issued or the Trust rebalances its assets. Selling activity associated with sales of Physical Gold from the Trust in connection with the Trust rebalancing its assets may decrease gold prices, which will result in lower prices for the Shares. Decreases in gold prices may also occur as a result of selling activity by other market participants. In addition to the effect that purchases and sales of Physical Gold by the Trust may have on the price of gold, other exchange-traded products with similar investment objectives could represent a substantial portion of demand for gold at any given time and the sales and purchases by such investment vehicles may impact the price of gold. If the price of gold declines, the trading price of the Shares will generally also decline.

Actual or perceived disruptions in the processes used to determine the LBMA Gold Price, or lack of confidence in that benchmark, may adversely affect an investment in the Shares.

Because the objective of the Trust is to reflect the performance of the Index, the value of which is primarily determined by the price of gold, any disruptions affecting the processes related to how the market determines the price of gold will have an effect on the value of the Shares.

The LBMA Gold Price AM and LBMA Gold Price PM are gold price benchmark mechanisms administered by IBA, an independent specialist benchmark administrator appointed by the LBMA. Twice daily during London business hours, IBA hosts an electronic auction consisting of one or more 30-second rounds.

Investors should keep in mind that electronic markets are not exempt from failures. In addition, electronic trading platforms may be subject to influence by high-frequency traders with results that are highly contested by the industry, regulators and market observers.

As of the date of this prospectus, the LBMA Gold Price AM and LBMA Gold Price PM have been subjected to the test of actual trading markets for a number of years. As with any innovation, it is possible that electronic failures or other unanticipated events may occur that could result in delays in the announcement of, or the inability of the system to produce, an LBMA Gold Price AM or LBMA Gold Price PM on any given day. In addition, if a perception were to develop that the LBMA Gold Price AM or LBMA Gold Price PM is vulnerable to manipulation attempts, or if the proceedings surrounding the determination and publication of the LBMA Gold Price AM or LBMA Gold Price PM were seen as unfair, biased or otherwise compromised by the markets, the behavior of investors and traders in gold may change, and those changes may have an effect on the price of gold (and, consequently, the value of the Shares). In any of these circumstances, the intervention of extraneous events disruptive of the normal interaction of

supply and demand of gold at any given time may result in distorted prices and losses on an investment in the Shares that, but for such extraneous events, might not have occurred.

Other effects of disruptions in the determination of the LBMA Gold Price AM or LBMA Gold Price PM on the operations of the Trust include the potential for an incorrect valuation of the Trust’s Physical Gold, an inaccurate computation of the Sponsor’s Fee, and the sales of Physical Gold to cover Trust expenses at prices that do not accurately reflect the fundamentals of the gold market. Each of these events could have an adverse effect on the value of the Shares. The operation of the auction process which determines the LBMA Gold Price is also dependent on the continued operation of the LBMA and the IBA and their applicable systems. The LBMA Gold Price AM and LBMA Gold Price PM are regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”).

As of the date of this prospectus, the Sponsor has no reason to believe that the LBMA Gold Price will not fairly represent the price of the Physical Gold. Should this situation change, the Sponsor expects to use the powers granted by the Trust’s governing documents to seek to replace the LBMA Gold Price with a more reliable indicator of the value of the Physical Gold. There is no assurance that such alternative value indicator will be identified, or that the process of changing from the LBMA Gold Price to a new benchmark price will not adversely affect the price of the Shares.

The Trust will sell assets to pay expenses.

The amount of Physical Gold represented by each Share will decrease over the life of the Trust due to the sales of Physical Gold necessary to pay the Sponsor’s Fee and other Trust expenses. Without increases in the price of gold that is reflected in the Trust’s Physical Gold holdings sufficient to compensate for that decrease, the price of the Shares will also decline and you will lose money on your investment in Shares.

Because the Trust does not have any income, it would need to use cash on hand or sell Physical Gold to cover the Sponsor’s Fee and expenses not assumed by the Sponsor. The Trust may also be subject to other liabilities (for example, as a result of litigation) that have also not been assumed by the Sponsor. The only source of funds to cover those liabilities may be sales of Physical Gold held by the Trust. Even if there are no expenses other than those assumed by the Sponsor, and there are no other liabilities of the Trust, the Trust will still need to use incoming cash, use cash on hand or sell Physical Gold to pay the Sponsor’s fee. The result of these sales is a decrease in the amount of Physical Gold represented by each Share. New deposits of gold, received in exchange for new Shares issued by the Trust, do not reverse this trend.

A decrease in the amount of Physical Gold represented by each Share results in a decrease in its price even if the price of gold has not changed.

An increase in the Trust expenses not assumed by the Sponsor, or the existence of unexpected liabilities affecting the Trust, may force the Trustee to sell larger amounts of Physical Gold which will result in a more rapid decrease of the amount of Physical Gold and cash represented by each Share and a corresponding decrease in its value.

Risk Factors Related to the Index

The following discussion of risks relating to the Index should be read together with the description of the Index under "Description of the Index" below, which defines and further describes a number of the terms and concepts referred to below.

The Trust will adjust the Trust's allocation among Physical Gold and cash on a monthly basis to track the Index. The Index is not designed to reflect the actual performance of gold.

The Index is not designed to reflect the actual performance of gold. There can be no assurance that the Index will achieve positive returns. You should not invest in the Shares of the Trust if you seek an investment that is designed to provide a return that meets or approximates the return an investor may achieve by investing directly in gold.

The Index has a limited operating history and may perform in unanticipated ways.

The Index has limited historical data and no operating history. The historical data that it does have may not be representative of the Index's potential performance under other market conditions. Past performance should not be considered indicative of future performance. Back-tested performance prior to the launch of the Index provided in this document refers to simulated performance data created by applying the Index's calculation methodology to historical gold prices and, with respect to rebalancings, the levels of the S&P 500^® Index. Such simulated performance data has been produced by the retroactive application of a back-tested methodology in hindsight, and may not take into account all factors that affect gold prices and the equities markets. Back-tested results are neither an indicator or a guarantor of future results.

The historical performance of the Index or gold may not be indicative of future results.

There can be no assurance that the Index's methodology will be successful. The Index is newly created and has no history. The fact that the Index or a given allocation of gold performed well in any prior period does not mean that such allocation will continue to perform well in the future. Future market conditions may differ from past market conditions, and the conditions that may have caused the favorable historical performance may no longer exist.

On each Rebalance Date, the Index rebalances its weighting of the Physical Gold Component and the Cash Component utilizing a mathematically derived, non-discretionary and passive rules-based methodology that is based on the daily realized volatility of the LBMA Gold Price PM and realized volatility measures of the S&P 500^® Index. Following the calculation of the weighting of the components of the Index, the Trust rebalances its holdings in Physical Gold and cash in order to closely replicate the Index. Neither the historical performance of gold nor that of the Index provides assurance of a profitable measure of future performance. Further, the Index's exposure to Physical Gold might be overweight when the price of gold is falling and underweight when the price of gold is rising. The Index's rebalancing mechanism may cause the NAV per Share to underperform the price of gold.

Moreover, the Index may be slow to adjust to significant changes in the gold and equity markets. Because the Index uses historical data, there is a time lag associated with the Index's adjustments and developments in the market. Changes in the markets will take time before they are sufficiently reflected in the calculation of the Index and the Trust's allocation of its assets. If the changes in the market result in a significant decline in the value of gold during the intervening period, the Trust may in turn experience a significant decline.

The Index's performance may be impacted by choppy markets.

"Choppy" markets are characterized by short-term volatility and the absence of consistent long-term performance trends. Such market environments make it particularly likely that past performance will be a poor indicator of future performance. Strategies in choppy markets that use historical data as an indicator of future performance are subject to "whipsaws" which occur when the market reverses and does the opposite of what is indicated by past performance. The Index, which uses such historical data as indicators of future performance, may experience significant declines in such markets.

The Index is not diversified, unlike other indices.

The Index is not diversified and is not a complete investment plan. This differs from other indices, which provide a wide range of other exposures. Prospective investors should consult their advisers and make sure their assets are diversified to their risk tolerances they are comfortable with before making an investment in the Trust.

The Index level may vary significantly from the intraday indicative value of the Index.

The Index level, calculated and published by approximately 7:00 p.m. (New York City time) under “WGIX”, is calculated using the LBMA Gold Price PM, which price is published once each London business day and published at 3:00 p.m. each day that the Exchange is open for trading. Consequently, the Index level can only be updated once

each London business day. In contrast, the IIV uses other gold prices in its calculation, and is published every 15 seconds during normal trading hours, from 9:30 a.m. – 4:00 p.m. New York City time. Prospective investors should understand that the Index level and the IIV may vary, sometimes significantly, due to the difference in their gold price sources. It is expected that during times of gold volatility the Index level and the IIV may vary significantly.

The Index may be adversely affected by the actions of the Index Calculation Agent, which does not have an obligation to consider the interests of investors.

While the Sponsor developed the methodology of the Index, the Index Calculation Agent is responsible for the day-to-day implementation of the Index methodology and calculation of the Index. In the event of a discontinuation of the LBMA Gold Price PM or the publication of the S&P 500^® Index, the Index Calculation Agent, in consultation with the Trust, is entitled to exercise discretion in relation to choosing a successor to the LBMA Gold Price PM or the S&P 500^® Index. See “Description of the Index —Discontinuation or Modification of the S&P 500^® Index” and “—Discontinuation or Modification of the LBMA.” The Index Calculation Agent may also exercise discretion if there are unforeseeable circumstances that necessitate an extraordinary adjustment to the Index. In such an event, the Index Calculation Agent, if it cannot contact the Trust and an immediate adjustment is required, will make the adjustment in the best interest of the Trust. The Index Calculation Agent could have an impact, positive or negative, on the level of the Index and the value of your Shares as a result of exercising its discretion. The value of your Shares will not be taken into consideration as the Index Calculation Agent takes actions in respect of the Index.

The ability of the Trust to exercise remedies against the Index Calculation Agent may be limited.

The obligations of the Index Calculation Agent under the Index Calculation Agreement are governed by the laws of Germany. The Trust is a Delaware statutory trust. Any U.S. Delaware or other court situated in the United States may have difficulty interpreting German law. It may be difficult or impossible for the Trust to sue the Index Calculation Agent in a Delaware, New York or other court situated in the United States. In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce in a foreign court a judgment rendered by a U.S., Delaware or other court situated in the United States. Because the Index Calculation Agreement is governed by German law, any rights which the Trust may have against the Index Calculation Agent will be different from, and may be more limited than, those that could have been available to them under the laws of a different jurisdiction.

In addition, under the Index Calculation Agreement, the Index Calculation Agent is not liable for any losses of any type whatsoever caused to the Trust or third parties in connection with the issuance, marketing, quoting, trading or advertising of the financial instruments issued by the Trust, including the Shares. The Index Calculation Agent’s liability for losses of the Trust caused by the gross negligence of the Index Calculation Agreement is also limited to 100% of the Index Calculation Agent Fee already paid from the date of the Index Calculation Agreement to the date of such loss.

Notional assets comprise the Index.

The exposures to the Index are purely notional and will exist solely in the records maintained by or on behalf of the Index Calculation Agent. Investors will have no claim against any of the assets that comprise the Index because no actual portfolio of assets to which any person is entitled or in which any person has any ownership interest exists.

The Index may be subject to calculation errors or construction flaws, and such calculation errors may have a compounding effect.

Calculation errors may arise during the calculation process due to interpretations of the Index rules, errors or misstatements in the Index rules, flawed input data, or flaws in how the input data is calculated. Errors can happen once, or they can happen on an ongoing basis, and some mathematical, logical, or operational issues may only become apparent at a later date. Because the Index rebalances its weighting of the Physical Gold Component and the Cash Component monthly, the impact of such errors may compound. In addition, there may be an extended period of time between when an error occurs and when it is detected, and, depending on the nature of an error, resolving an error may take an extended period of time or, under certain circumstances, an error may not be correctible. Any errors in

Index calculation or Index construction may negatively impact the allocation of the Trust's assets, the performance of the Trust, and your investment in the Trust.

The Index may be subject to modification from time to time.

The Index may be subject to modification from time to time to address calculation errors, the underlying cause of calculation errors, or changes in the historical data used to calculate the Index. The Trust and its Service Providers may coordinate the implementation of any modification by scheduling it for a particular day. Such modification to the Index may introduce new flaws into the Index or fail to address the flaw that a modification was intended to correct. Modifications that introduce new flaws or fail to address the flaw that a modification was intended to correct may adversely impact Index performance or cause a deviation from the Trust's objective.

If the Index is modified to correct for errors, the Index Calculation Agent will have no obligation to historically restate the Index if the error is corrected on a forward-looking basis.

From time to time the Index may be modified to address calculation errors, the underlying cause of calculation errors, changes in the historical data used to calculate the Index, or for other reasons in the sole discretion of the Index Calculation Agent. In addition, the Sponsor may use a different reference rate for the price of Physical Gold (i.e., a price other than the LBMA Gold Price) and may also use a different reference rate for equity prices (i.e., other than the S&P 500^® Index) if it determines in its sole discretion that such a change is in the best interest of the Trust. The Index Calculation Agent will have no obligation to historically restate the Index if such modifications are implemented on a forward-looking basis. Changes to the Index and the lack of an obligation to historically restate the Index may adversely affect the ability for purchasers and their advisors to make investment decisions, Trust performance, allocation of the Trust's assets, and certain performance metrics such as tracking error.

Operational or other data issues may cause a delay in the publication of the Index.

Operational or other data issues may cause the Index to be published late, to be published inaccurately, or to not be published at all. If Index information is not communicated to the parties responsible for the rebalancing, is not communicated accurately, or is communicated in an untimely fashion, the Trust's ability to rebalance may be affected. In addition, such deviations from the standard procedures associated with Index publication also increase the risk of an operational issue on rebalancing. Issues on rebalancing may include a failure to correctly adjust the Trust assets to match the new exposure, the execution of an order in an incorrect quantity or direction in relation to the change in Index exposure, or hurried trading that increases market impact. As a result, historical and live Index data, including Index level, composition, other meta data, derived data, and commentary, that is published on various media platforms, news outlets, websites and social media may be inaccurate, out of date, or be subsequently invalidated or restated. Such operational and other data issues may negatively impact the allocation of the Trust's assets, the performance of the Trust, and your investment in the Trust.

The Trust’s performance may not always replicate the changes in the levels of the Index (such deviations are also referred to as “tracking error”).

Tracking an Index requires trading of the Trust’s portfolio with a view to tracking the Index over time and is dependent upon the skills of the Trust’s applicable service providers, among other factors. It is possible that the Trust’s performance may not fully replicate the changes in levels of the Index due to disruptions in the markets for Physical Gold, disruptions in the LBMA gold fixing process, the imposition of position limits, or due to other extraordinary circumstances.

In addition, the Trust may not be able to replicate the changes in levels of the Index because the total return generated by the Trust is reduced by expenses, transaction costs, and potential slippage, including those incurred in connection with the Trust’s trading activities, and increased by cash.

There can be no guarantee that an Index or the underlying methodology is free from error. It is also possible that third parties may seek to manipulate the value of an Index or the Physical Gold which, if successful, would be likely to have an adverse effect on the Trust’s performance.

Tax-Related Risks

The Trust intends to be treated as a partnership for U.S. federal income tax purposes.

The Sponsor intends to take the position that the Trust will be treated as a partnership for U.S. federal income tax purposes. In that case, the Trust will not be subject to U.S. federal income tax. Rather, each Shareholder will be required to take into account on its own U.S. federal income tax return its distributive share of the Trust's items of income, gain, losses and deductions for each taxable year.

Shareholders will be subject to taxation on their allocable share of the Trust’s taxable income, whether or not they receive cash distributions.

Shareholders will be subject to U.S. federal income taxation and, in some cases, state, local, or foreign income taxation on their allocable share of the Trust’s taxable income, whether or not they receive cash distributions from the Trust. Shareholders may not receive cash distributions equal to their share of the Trust’s taxable income or even the tax liability that results from such income.

Items of income, gain, loss and deduction with respect to Shares could be reallocated if the IRS does not accept the assumptions or conventions used by the Trust in allocating such items.

U.S. federal income tax rules applicable to partnerships are complex and often difficult to apply to publicly traded partnerships. The Trust will apply certain assumptions and conventions in an attempt to comply with applicable rules and to report items of income, gain, loss and deduction to Shareholders in a manner that reflects the Shareholders’ beneficial interest in such tax items, but these assumptions and conventions may not be in compliance with all aspects of the applicable tax requirements. It is possible that the United States Internal Revenue Service (the “IRS”) will successfully assert that the conventions and assumptions used by the Trust do not satisfy the technical requirements of the Internal Revenue Code of 1986, as amended (the “Code”), and/or the Federal Tax Regulations codified under 26 C.F.R. (the “Treasury Regulations”), and could require that items of income, gain, loss and deduction be adjusted or reallocated in a manner that adversely affects one or more Shareholders.

The Trust is a partnership, which is not subject to U.S. federal income taxes. Rather, the partnership’s taxable income flows through to the Shareholders, who are responsible for paying the applicable income taxes on the income allocated to them. For tax years beginning on or after January 1, 2018, the Trust is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the “Centralized Partnership Audit Regime”). Under the Centralized Partnership Audit Regime, any IRS audit of the Trust would be conducted at the Trust level, and if the IRS determines an adjustment, the default rule is that the Trust would pay an “imputed underpayment” including interest and penalties, if applicable. The Trust may instead elect to make a “push-out” election, in which case the Shareholders for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns.

The Trust’s purchases and sales of Physical Gold will be taxed less favorably compared to other types of investments.

Generally, the gains and losses realized by the Trust on the sale of Physical Gold will be capital gains and losses. These capital gains and losses may be long-term or short-term, depending, in general, upon the length of time that the Trust maintains a particular investment position and, in some cases, upon the nature of the transaction. Long-term capital gains may be subject to preferential tax rates in the hands of an individual Shareholder. Under current law, long-term capital gains recognized by individuals from the sale of “collectibles,” including gold bullion, are taxed at a maximum rate of 28%, rather than the 20% rate applicable to most other long-term capital gains.

Shareholders will receive partner information tax returns on Schedule K-1, which could increase the complexity of tax returns.

The partner information tax returns on Schedule K-1, which the Trust will distribute to Shareholders, will contain information regarding the income items and expense items of the Trust. Shareholders who have not received a Schedule K-1 in the past may find that preparing their tax returns may require additional time, or that it may be necessary for them to retain accountants or other tax preparers, at their expense, to assist them in the preparation of their returns.

PROSPECTIVE INVESTORS ARE STRONGLY URGED TO CONSULT THEIR OWN TAX ADVISORS AND COUNSEL WITH RESPECT TO THE POSSIBLE TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN THE SHARES; SUCH TAX CONSEQUENCES MAY DIFFER WITH RESPECT TO DIFFERENT INVESTORS.

Risk Factors Related to Potential Conflicts of Interest

Potential conflicts of interest may arise among the Sponsor or its affiliates and the Trust.

The Trust’s operations will be managed by the Sponsor. It is possible that conflicts may arise between the Sponsor, its affiliates, the Trust and its Shareholders.

In resolving conflicts of interest, the Sponsor is allowed to take into account the interests of other parties:

•

the Sponsor and its respective affiliates will be indemnified pursuant to the Trust Agreement;

•

allocating resources among different clients and potential future business ventures, to each of which they owe fiduciary duties, is the responsibility of the Sponsor;

•

the Sponsor's respective staff also service affiliates of the Sponsor and its respective clients. Time or resources to the management of the business and affairs of the Trust must be shared with other clients;

•

the Trust Agreement does not prohibit the Sponsor, its respective affiliates and their respective officers and employees from engaging in other businesses or activities that might be in direct competition with the Trust;

•

there has been no independent due diligence conducted with respect to this offering, where applicable, and there is an absence of arm's-length negotiation with respect to certain terms of the Trust; and

•

the Sponsor decides whether to obtain third party services for the Trust.

By investing in the Shares, investors agree and consent to the provisions set forth in the Trust Agreement. See "Description of the Trust Documents—Description of the Trust Agreement."

For a further discussion of the conflicts of interest among the Sponsor, Index Calculation Agent, Custodians, Trust and others, see "The Sponsor—Conflicts of Interest."

Affiliates of the Sponsor may invest in or trade Physical Gold or other gold related investment vehicles.

Affiliates of the Sponsor may have direct investments in Physical Gold or other gold related investment vehicles. To the extent that any substantial investment in gold is initiated or materially changed, such investment may affect the price of gold.

The Sponsor may discontinue its services under certain circumstances, which may be detrimental to the Trust.

The Sponsor may be unwilling or unable to continue to serve as sponsor to the Trust for any length of time. Upon majority shareholder approval, the Sponsor can resign as sponsor of the Trust at any time, provided that the Sponsor has identified a qualified successor sponsor to be appointed in its place. Also upon shareholder approval, the Sponsor can be replaced in the event of bankruptcy of the Sponsor. A substitute sponsor's appointment will not guarantee the Trust's continued operation and, even if a substitute sponsor is found, the appointment of a substitute sponsor may not necessarily be beneficial to the Trust or an investment in the Shares.

The lack of independent advisers representing investors in the Trust may cause Shareholders to be adversely affected.

Counsel, accountants and other advisers have been consulted by the Sponsor regarding the formation and operation of the Trust. Investor should consult their own legal, tax and financial advisers regarding the desirability of an investment in the Shares. No counsel has been appointed to represent an investor in connection with the offering of the Shares. Failure to consult with their own legal, tax and financial advisers may lead to Shareholders making an undesirable investment decision with respect to investment in the Shares.

No separate counsel; no responsibility or independent verification.

Seward & Kissel LLP represents the Sponsor. The Trust does not have counsel separate and independent from counsel to the Sponsor. Seward & Kissel LLP does not represent Shareholders, and no independent counsel has been retained to represent Shareholders. Seward & Kissel LLP is not responsible for any acts or omissions of the Sponsor, the Administrator, the Trustee, the Gold Custodian, the Cash Custodian, the Representative, the Index Calculation Agent, the Partnership Representative or the Trust (including their compliance with any guidelines, policies, restrictions or applicable law, or the selection, suitability or advisability of their investment activities) or any administrator, accountant, custodian/prime brokers or other service provider to the Sponsor, Trustee or the Trust. This prospectus was prepared based on information provided by the Sponsor, the Administrator, the Gold Custodian, the Cash Custodian, the Transfer Agent, the Representative, the Index Calculation Agent, the Partnership Representative and the Trustee, in good faith and based on reasonable best efforts to ensure the information is accurate as of the date of this prospectus, and Seward & Kissel LLP has not independently verified such information.

The Trust does not have a board of directors or an audit committee, and therefore lacks the oversight and review functions that those bodies would typically perform.

The Trust does not have a board of directors or an audit committee, and therefore lacks the oversight and review functions that those bodies would typically perform. The Trust’s operations will be managed by the Sponsor. Operation of the Trust by the Sponsor could have an adverse effect on an investment in the Shares. It is possible that conflicts may arise between the Sponsor, its affiliates, the Trust and its Shareholders. In resolving conflicts of interest, the Sponsor is allowed to take into account the interests of other parties.

The Sponsor and all persons dealing with the Trust will be entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant to the negative consent provisions in the Trust Agreement and will be fully indemnified by the Trust in so doing. This may make it easier for the Sponsor to obtain Shareholder approval of actions that require a Shareholder vote under the Trust Agreement.

The Sponsor and all persons dealing with the Trust will be entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant to the negative consent provisions in the Trust Agreement and will be fully indemnified by the Trust in so doing. The negative consent provisions in the Trust Agreement provide that if the vote or consent of any Shareholder is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder given in the manner provided in the Trust Agreement, and the vote or consent of each Shareholder so solicited shall be deemed conclusively to have been cast or granted as requested in the notice of solicitation, unless the Shareholder expresses written objection to the vote or consent within the time period and in the manner provided

for in the notice or in the Trust Agreement. Any action taken or omitted in reliance on this deemed vote or consent of one or more Shareholders will not be void or voidable by reason of timely communication made by or on behalf of all or any of these Shareholders in any manner other than as expressly provided in the Trust Agreement. This may make it easier for the Sponsor to obtain the consent of the Shareholders for actions that require a Shareholder vote under the Trust Agreement, which includes the appointment of a liquidating trustee under the circumstances set forth in the Trust Agreement.

Risk Factors Related to the Exchange

The Exchange on which the Shares are listed may halt trading in the Trust's Shares, which would adversely impact an investor's ability to sell Shares.

The Trust's Shares are listed for trading on the Exchange under the ticker symbol "WGLD". Trading in shares may be halted due to market conditions or, in light of the Exchange rules and procedures, for reasons that, in the view of the Exchange, make trading in shares inadvisable. In addition, trading is subject to trading halts caused by extraordinary market volatility pursuant to "circuit breaker" rules that require trading to be halted for a specified period based on a specified market decline. The Exchange may halt trading during the day in which an interruption to the dissemination of the IIV or the value of the Index occurs. If the interruption to the dissemination of the IIV or the value of the Index persists past the trading day in which it occurred, the Exchange will halt trading no later than the beginning of the trading day following the interruption. In addition, if the Exchange becomes aware that the NAV with respect to the Shares is not disseminated to all market participants at the same time, it will halt trading in the Shares until such time as the NAV is available to all market participants. Additionally, there can be no assurance that the requirements necessary to maintain the listing of the Trust's shares will continue to be met or will remain unchanged.

Disruptions in the ability to create and redeem Creation Units may adversely affect investors.

It is generally expected that the public trading price per Share will track the NAV per Share closely over time. The relationship between the public trading price per Share and the NAV per Share depends, to a considerable degree, on the ability of Authorized Participants or their clients or customers to purchase and redeem Creation Units in the ordinary course. If the process for creating or redeeming Shares is impaired for any reason, Authorized Participants and their clients or customers may not be able to purchase and redeem Creation Units or, even if possible, may choose not to do so. The inability to purchase and redeem Creation Units, or the partial impairment of the ability to purchase and redeem Creation Units, could result in Shares trading at a premium or discount to the NAV of the Trust. Such a premium or discount could be significant, depending upon the nature or duration of the impairment.

If the Trust were to issue all Shares registered in this offering, it would not be able to create new Creation Units until it registered additional Shares and those additional Shares became available for sale. An inability to create new Creation Units could increase the possibility that the trading price per Share would not track closely the NAV per Share. In addition, the Trust may, in its discretion, suspend the creation of Creation Units. Suspension of creations may adversely affect how the Shares are traded and could cause Shares to trade at a premium or discount to the NAV of the Trust, perhaps to a significant degree.

USE OF PROCEEDS

Proceeds received by the Trust from the issuance and sale of Shares may be held in cash and will be used to purchase Physical Gold as determined by the Sponsor in order to track the Index. Proceeds will also be used to pay the Trust’s expenses.

OVERVIEW OF GOLD INDUSTRY

As the market for gold and movements in the price of gold are expected to directly affect the price of the Shares of the Trust, it is important to understand the recent movements in the price of gold. However, past movements in the price of gold are not indicators of future market conditions or future gold prices.

Physical Gold

Gold is different than most commodities in that it is typically accumulated rather than consumed. Further, it can be stored at low cost and does not deteriorate, and it is often used as a store of value. It is both used, historically and currently, jewelry and decorative arts, and play a key component in various countries’ official reserves.

The following table is a summary of the world gold supply and demand for the past 5 years. It is based on information reported in the Gold Focus 2020.

Tonnes	2015			2016		2017		2018		2019
SUPPLY
Mine Production		3,290			3,397		3,442		3,503		3,516
Recycling		1,121			1,282		1,156		1,168
Net Hedging Supply		13			33		―		―		10
Total Supply		4.424			4,712		4,598		4,671		4,707
DEMAND
Jewelry Fabrication		2,478			2,017		2,255		2,282		2,351
Industrial Demand		332			323		333		335		337
Net Physical Investment		1,072			1,061		1,036		1,078		1,082
Net Hedging Demand		―			―		24		12		―
Net Official Sector Buying		577			390		377		657		600
Total Demand		4,458			3,791		4,025		4,364		4,370
Market Balance		(34	)		921		573		307		337
Net Investment in ETPs		(122	)		575		206		70		150
Market Balance less ETPs		88			346		366		237		187
Gold Price (US$/oz, London)		1,160			1,251		1,257		1,268		1,310

Source: Metals Focus Gold Focus 2020

Totals may not add due to independent rounding. Net producer hedging is the change in the physical market impact of mining companies' gold loans, forwards and options positions. Gold Focus 2020 is published by Metals Focus, Ltd. which is a precious metals research consultancy based in London. Metals Focus Data Ltd., an affiliate of the Sponsor, provides the supply and demand data to Metals Focus, Ltd. When used in this section “tonne” refers to one metric tonne, which is equivalent to 1,000 kilograms or 32,151 troy ounces.

Sources of Gold Supply

Based on data from Gold Focus 2019, gold supply averaged 4,580 tonnes (“t”) per year between 2014 and 2018. Sources of gold supply include both mine production and recycled above-ground stocks and, to a lesser extent, producer net hedging. The largest portion of gold supplied to the market is from mine production, which averaged approximately 3,367t per year from 2014 through 2018. The second largest source of annual gold supply is recycling gold, which is gold that has been recovered from jewelry and other fabricated products and converted back into marketable gold. Recycled gold averaged approximately 1,183t annually between 2014 through 2018.

Sources of Gold Demand

Based on data from Gold Focus 2019, gold demand averaged 4,235t per year between 2014 and 2018. Gold demand generally comes from four sources: jewelry, industry (including medical applications), investment and the official sector (including central banks and supranational organizations). The largest source of demand comes from jewelry fabrication, which accounted for approximately 55% of the identifiable demand from 2014 through 2018 followed by net physical investment, which represents identifiable investment demand, which accounted for approximately 25%.

Gold demand is widely dispersed throughout the world with significant contributions from India and China. In many countries there are seasonal fluctuations in the levels of demand for gold—especially jewelry. However, as a result of variations in the timing of seasons throughout the world, seasonal fluctuations in demand do not appear to have a significant impact on the global gold price.

Between 2014 and 2018, according to Gold Focus 2019, central bank purchases averaged 517t. The prominence given by market commentators to this activity coupled with the total amount of gold held by the official sector has resulted in this area being one of the more visible shifts in the gold market.

Operation of the Gold Bullion Market

The global trade in gold consists of over-the-counter, or OTC, transactions in spot, forwards, and options and other derivatives, together with exchange-traded futures and options.

The OTC market accounts for most global gold trading. Market makers and participants in the OTC market trade with each other and their clients on a principal-to-principal basis. The main centers of the OTC market are London, New York, and Zurich. 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.

LBMA is where most OTC trades are cleared through. LBMA acts as the principal point of contract between the market and its regulators. LBMA also coordinates market clearing and vaulting and promotes good trading practices and develops standard documentation.

The term “loco London” refers to gold bars physically held in London that meet the specifications for weight, dimensions, fineness (or purity), identifying marks (including the assay stamp of an 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 known as “London Good Delivery Bars.” The unit of trade in London is the troy ounce, whose conversion between grams is: 1,000 grams – 32.1507465 troy ounces and 1 troy ounce – 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 to 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 by the fineness of the bar. LBMA has 72 accredited Good Delivery gold refiners located in 31 countries. Some of these refiners have suspended production as a result of COVID-19.

LBMA determines gold price twice a day during London trading hours (at 10:30 am and 3:00 pm London time) through an auction which provides reference gold prices for that day’s trading. The LBMA Gold Price was initiated on March 20, 2015 and replaced the prior London Gold Fix. The auction that determines the LBMA Gold Price is a physically settled, electronic and tradeable auction, with the ability to settle trades in U.S. dollars, euros, or British pounds. IBA provides the auction platform and methodology as well as the overall administration and governance for the LBMA Gold Price. LBMA Gold Price auctions have been able to continue during the COVID-19 pandemic. The FCA in the U.K. regulates the LBMA Gold Price.

Futures Exchanges

Although the Trust does not invest in gold futures, information about the gold futures market is relevant as such markets are a source of liquidity for the overall market for gold and impact the price of gold.

The most significant gold futures exchange is COMEX, operated by Commodities Exchange, Inc., a subsidiary of New York Mercantile Exchange, Inc., and a subsidiary of the Chicago Mercantile Exchange Group (the “CME Group”). It began to offer trading in gold futures contracts in 1974 and for most of the period since that date, it has been the largest exchange in the world for trading precious metals futures and options. The Tokyo Commodity Exchange (“TOCOM”) is another significant futures exchange and 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. Both COMEX and TOCOM operate through a central clearance system and in each case, the exchange acts as a counterparty for each member for clearing purposes. Other commodity exchanges include, the Multi Commodity Exchange of India (“MCX”), the Shanghai Futures Exchange, the Shanghai Gold Exchange, ICE Futures US (the “ICE”), and the Dubai Gold & Commodities Exchange. The ICE and CME Group are members of the Intermarket Surveillance Group.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Trust is newly formed and has not commenced operations and therefore does not have any financial information on which to assess the Trust's financial condition or results of operations.

DESCRIPTION OF THE TRUST

General

The Trust is a statutory trust formed under the laws of the State of Delaware, and the Trust Agreement constitutes the "governing instrument" of the Trust under the laws of the State of Delaware relating to statutory trusts. The Trust has no fixed termination date. Initially, the registry of Shareholders will be recorded in the books and records of the Trust by the Transfer Agent. Shares issued by the Trust will be held in electronic format through a book-entry system.

The Trust is not registered as an investment company under the Investment Company Act. The Trust is not a commodity pool for purposes of the CEA, and the Sponsor is not subject to regulation by the CFTC as a commodity pool operator, or a commodity trading advisor in connection with the Trust or the Shares.

Purpose of the Trust

The investment objective of the Trust is for the Shares to closely reflect the Index, less the Trust's liabilities and expenses. On each Rebalance Date, the Index rebalances its weighting of the Physical Gold Component and the Cash Component by utilizing a mathematically derived, non-discretionary and passive rules-based methodology that is based on the daily realized volatility of the LBMA Gold Price and realized volatility of the S&P 500^® Index. Following the calculation of the weighting of the components of the Index, the Trust rebalances its holdings in Physical Gold in order to replicate the Index. In seeking to track the Cash Weighting portion of the Index, the Trust will hold or obtain cash from the sale of Physical Gold.

Assets of the Trust

The Trust will have no assets other than (a) Physical Gold and (b) cash. The Sponsor will seek to replicate an investment in the Index, which is calculated and published by the Index Calculation Agent, less the Trust's expenses.

The amount of Physical Gold and cash held by the Trust will be determined by the Index. However, because the Trust rebalances monthly, in the periods between each such monthly rebalancing, as a result of changes in the value of gold, among other factors, the percentages of Physical Gold relative to the percentages of the other assets of the Trust may diverge from the percentages in the Index on the most recent prior Rebalance Date.

In general, as the LBMA Gold Price becomes more volatile, the Trust will have less exposure to Physical Gold, and conversely, when the LBMA Gold Price becomes less volatile, the Trust will have more exposure to Physical Gold. Such increase or decrease in exposure to Physical Gold will be effected by the Representative, pursuant to the instruction of the Sponsor, with respect to Physical Gold.

The Trust will hold and record the ownership of the Trust's assets in such a manner that it will be owned for the benefit of the Shareholders for the purposes of, and subject to and limited by the terms and conditions set forth in, the Trust Agreement.

The Shares

The Trust will issue Shares, which represent fractional undivided beneficial interests in and ownership in the assets of the Trust. The Shares may be purchased or redeemed on a continuous basis, but only from Authorized Participants in denominations of 10,000 Shares called “Creation Units.” Individual Shares may not be purchased from or redeemed by the Trust. Shareholders that are not Authorized Participants may not purchase or redeem using the Creation Units from the Trust.

Shares issued by the Trust will be registered using the book-entry system and held in the name of Cede & Co. as nominee at the facilities of DTC, and one or more global certificates issued by the Trust to DTC will evidence the Shares. Shareholders may hold their Shares through DTC if they are direct participants in DTC ("DTC

Participants") or indirectly through entities (such as broker-dealers) that are DTC Participants. See "Book-Entry-Only Shares" below for more details.

Trust Authorization

The Trust will be authorized to (i) issue Shares for U.S. dollars, (ii) purchase Physical Gold, from net proceeds received in connection with the issuance of Shares, (iii) pay the Sponsor's Fee and any Additional Trust Expenses in U.S. dollars and sell Physical Gold as may be necessary to pay the Sponsor's Fee and any Additional Trust Expenses, (iv) rebalance (which may including buying and/or selling Physical Gold) the Trust's holdings in Physical Gold and cash on each Rebalance Date in order to closely replicate the Index, (v) create and redeem Creation Units (and therefore may sell Physical Gold as necessary) upon receiving a redemption request from an Authorized Participant, (vi) cause the Sponsor to sell Physical Gold upon the termination of the Trust and to distribute the proceeds of such sales pro rata to the Shareholders with the remaining assets of the Trust after payment of all outstanding fees and expenses of the Trust and (vii) engage in activities that are necessary to accomplish the foregoing activities or are incidental thereto or connected therewith. The Trust is passive and is not actively managed like a corporation or an active investment vehicle.

The Patented Methods

Wilshire Phoenix, LLC, an affiliate of the Sponsor, has filed a provisional patent application with the United States Patent and Trademark office with respect to certain characteristics of the Index and related financial products, including the Shares offered by the Trust, and all rights related to the foregoing pending patent remain those of Wilshire Phoenix, LLC.

Trust Expenses

Except for transaction costs associated with the rebalancing of the Trust's portfolio, the Trust's only ordinary recurring expense is expected to be the Sponsor's Fee (as defined below).

The Sponsor's Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The Sponsor's Fee will be calculated by the Administrator by applying an annual rate of 65 basis points (0.65%) to the Trust's NAV (the "Sponsor's Fee"). The Administrator will make its calculation regarding the Sponsor's Fee in respect of each Rebalance Date by reference to the Trust's NAV as of the related Determination Date (as defined below). The Sponsor's Fee will be payable in U.S. dollars and will be deducted on a monthly basis in advance as of each Rebalance Date from the amounts on deposit in the Cash Account. The Sponsor, from time to time, may waive all or a portion of the Sponsor's Fee in its sole discretion.

As consideration for the Sponsor's receipt of the Sponsor's Fee, the following ordinary and recurring fees of the Trust will be paid by the Administrator out of the Sponsor's Fee: the Administrator Fee, the Gold Custodian Fee, the Cash Custodian Fee, the Transfer Agent Fee, the Representative Fee, the Trustee Fee, the Index Calculation Agent Fee, the Partnership Representative Fee, the Trust's audit fees (including any fees and expenses associated with tax preparation) and up to $100,000 per year of the Trust’s legal fees and expenses (the "Sponsor-Paid Expenses").

The Trust will be responsible for certain other fees and expenses that are not contractually assumed by the Sponsor, including but not limited to fees and expenses associated with the Trust's monthly rebalancing between Physical Gold and cash, commissions and/or exchange fees associated with the buying and selling of Physical Gold and fees and expense reimbursements due to the Marketing Agent taxes and governmental charges, the Trust's regulatory fees and expenses (including any filing, application or license fees), printing and mailing costs, costs of maintaining the Trust's website, fees and expenses of redemptions, indemnification obligations of the Trust and extraordinary expenses incurred by the Sponsor or any Service Provider on behalf of the Trust. Such extraordinary expenses are fees and expenses incurred not in the ordinary course of the Trust’s business or fees that are unexpected or unusual in nature, such as extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust, legal claims and liabilities, litigation costs, non-recurring expenses or costs incurred by the Sponsor or any other Service Provider on behalf of the Trust, or other unanticipated expenses. See "Expenses–Additional Trust Expenses" below.

The Administrator, acting pursuant to instructions from the Sponsor, will direct the Cash Custodian to withdraw from the Cash Account on each Rebalance Date, an amount of U.S. dollars sufficient to pay the Trust's fees and expenses provided for in the Trust Agreement, and pay such amount to the recipients thereof; provided however that the Sponsor shall separately instruct the Administrator with respect to the timing for distribution of amounts in respect of redemptions.

Assuming that the Trust is treated as a partnership for U.S. federal income tax purposes, each sale of Physical Gold to pay the Sponsor's Fee any Additional Trust Expenses, redemptions or any other expenses of the Trust that are then due and owing will be a taxable event for Shareholders. See "U.S. Federal Income Tax Considerations—Tax Consequences to U.S. Holders."

Rebalancing of the Trust's Assets

On each Rebalance Date, following the calculation of the weighting of the components of the Index, the Trust shall rebalance the Trust's holdings in Physical Gold and cash in order to closely replicate the Index. In order to effect the monthly rebalancing, the Index Calculation Agent shall provide the percentage weight of the Physical Gold Component and the Cash Component as of the Determination Date to the Administrator and the Sponsor. Thereafter the Sponsor, based on information provided by the Administrator and the Index Calculation Agent, shall make such determinations and calculations as of each Determination Date (taking into account amounts on deposit in the Cash Account as of such Rebalance Date and the amount of U.S. dollars necessary to, on such Rebalance Date, pay amounts due and payable by the Trust) as are necessary in order to determine the amount of Physical Gold to purchase or sell.

The Sponsor, on each Rebalance Date, shall instruct the Gold Custodian and the Cash Custodian, respectively, to purchase and/or sell Physical Gold, as applicable. The Administrator shall, on the Rebalance Date, instruct the Cash Custodian to pay amounts due and payable by the Trust as of the Determination Date; provided however that the Sponsor shall separately instruct the Administrator with respect to the timing for distribution of amounts in respect of redemptions.

In addition, the Representative interacts with the Cash Custodian, the Gold Custodian, the Administrator, the Trustee, the Index Calculation Agent and any other third party service providers to the Trust for the purpose of effecting monthly rebalances of the Trust’s assets on a Rebalance Date, and effecting creations and redemptions.

The Sponsor may exercise discretion in connection with the amount of cash and Physical Gold to hold, purchase and/or sell on each Rebalance Date compared to their weightings in the Index, based on market value fluctuations or other factors occurring between the Determination Date and the Rebalance Date, in order to have the assets of the Trust more closely replicate the Index on such Rebalance Date and shall have no liability in connection therewith so long as it has exercised such discretion in good faith. The Sponsor and the applicable Service Providers shall use commercially reasonable efforts to effect the purchases, sales and/or payments contemplated on the Rebalance Date, provided that if any such purchases, sales and/or payments are unable to be made on the Rebalance Date, such purchases, sales and/or payments shall be made as soon as practicable thereafter.

Security Ownership of Management

As of the date of this prospectus, the Sponsor, Trustee and the Sponsor’s management did not own any Shares as the Trust has not yet commenced operations.

Management; Voting by Shareholders

The Shareholders of the Trust take no part in the management or control, and have no voice in the operations or the business of the Trust. Under the Trust Agreement, Shareholders have limited voting rights with respect to the Trust. However, certain actions, such as amendments or modifications that appoint a new sponsor (upon the withdrawal or the adjudication of bankruptcy or insolvency of the Sponsor), or the appointment of a liquidating trustee under the circumstances set forth in the Trust Agreement, requires the consent of Shareholders owning at least fifty-

one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its Affiliates).

The Sponsor and all persons dealing with the Trust will be entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant to the negative consent provision and will be fully indemnified by the Trust in so doing. The negative consent provisions in the Trust Agreement provide that if the vote or consent of any Shareholder is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder given in the manner provided in the Trust Agreement, and the vote or consent of each Shareholder so solicited shall be deemed conclusively to have been cast or granted as requested in the notice of solicitation, unless the Shareholder expresses written objection to the vote or consent within the time period and in the manner provided for in the notice or in the Trust Agreement. Any action taken or omitted in reliance on this deemed vote or consent of one or more Shareholders will not be void or voidable by reason of timely communication made by or on behalf of all or any of these Shareholders in any manner other than as expressly provided in the Trust Agreement.

The Trust Agreement can be amended by the Sponsor without the Trustee's or the Shareholders' consent, provided that (i) no such amendment may be made if it would adversely affect the status of the Trust as a partnership for U.S. federal income tax purposes, (ii) any amendment that adversely affects the duties, liabilities or rights of the Trustee shall also require the Trustee's prior written consent, which it may grant or withhold in its sole discretion and (iii) any amendment that appoints a new sponsor (upon the withdrawal or the adjudication of bankruptcy or insolvency of the Sponsor) or makes any material change to the Trust's investment objective, shall also require the consent of Shareholders owning at least fifty-one percent (51%) of the outstanding Shares of the Trust (not including Shares held by the Sponsor or its Affiliates, in the case of an amendment that appoints a new sponsor) as of the Record Date or the date that the action appointing a new sponsor is taken. For purposes of amendments to change the Trust’s investment objective, any change to the Index methodology or other governing document relating to the administration, valuation or calculation of the Index shall not be considered a material change.

Any amendment that imposes or increases any fees or charges (other than the Sponsor’s Fee, to the extent it does not exceed 0.65% of the Trust’s NAV, and other than taxes and other governmental charges) or prejudices a substantial existing right of the Shareholders will not become effective until thirty (30) days after notice of such amendment is given by the Sponsor or its designee to the Shareholders.

Possible Repayment of Distributions Received by Shareholders and Other Payments by Shareholders

The Shares represent fractional undivided beneficial interests in and ownership of the Trust; investors may not lose more than the amount that they invest including any appreciation in their investments. However, Shareholders could be required, as a matter of bankruptcy law, to return to the estate of the Trust any distribution they received at a time when the Trust was in fact insolvent or in violation of the Trust Agreement. In addition, each Authorized Participant agrees in the Trust Agreement to reimburse the Trust for any taxes and governmental charges and fees payable in connection with the issuance and delivery of Creation Units, which costs may be passed on to any Shareholder(s) through which the Authorized Participant is acting.

DESCRIPTION OF THE INDEX

General

The Wilshire Gold Index is based on notional components and is not an investment product. The Index is calculated, maintained and published by Solactive AG (the "Index Calculation Agent"). The Index was created by the Sponsor, as the sponsor of the Index. The level of the Index is calculated and published on each Index Business Day by approximately 7:00 p.m. (New York City time) and will be available through various market data vendors, and available on Bloomberg LP, under the ticker symbol “WGIX”, and Refinitiv, under the RIC “.WGIX”.

The Index has a notional component representing Physical Gold (the "Physical Gold Component") and cash (the “Cash Component”) based on a cash weighting to the extent that less than 100% of the Index is comprised of the Physical Gold Component (the "Cash Weighting"). In seeking to track the Cash Weighting portion of the Index, the Trust will hold cash.

On each “Determination Date” (the second Index Business Day prior to a Rebalance Date), the Index Calculation Agent calculates the new weighting of the Physical Gold Component utilizing a mathematically derived, non-discretionary, objective and passive rules-based methodology that will apply on the Rebalance Date. This methodology adjusts the Index’s exposure to Physical Gold depending on the historical realized volatility and returns of the LBMA Gold Price PM and historical realized volatility of the S&P 500^® Index utilizing a look-back period, among other parameters. The Index Calculation Agent’s determination of the new weight for the Physical Gold Component will be based on the observed historical realized volatility and returns of the LBMA Gold Price PM and historical realized volatility of the S&P 500^® Index.

The new percentage weighting for the Physical Gold Component will generally be lower than the prior month if historical realized volatility of Physical Gold is higher than during the previous period, and vice versa. In addition, during a period of increased historical realized volatility within the S&P 500^® Index, the Index may calculate a higher weighting for the overall exposure to gold. The weightings of the Physical Gold Component and the Cash Weighting will never be negative. The weighting for the Physical Gold Component will not exceed 100%. The combined weightings of the Physical Gold Component and the Cash Weighting will always sum to 100%, and if the weighting of the Physical Gold Component is 100%, then the Cash Weighting will be zero. The calculated weighting for the Physical Gold Component on each Rebalance Date will not be less than 50%.

On each Rebalance Date, the changes to the weightings of the Physical Gold Component and the Cash Weighting as calculated on the Determination Date will be effective for the Index through the next Rebalance Period, and the Trust will rebalance its assets in order to closely replicate the new weightings in the Index. The Index’s weight for the Physical Gold Component is always positive and therefore represents a long position in Physical Gold to the extent of the percentage of Physical Gold represented in the Index. Historically, price returns of the Index exhibit high correlation to the returns of gold as represented by the LBMA Gold Price PM. In periods where the weight of the Physical Gold Component is less than 100%, it is expected that the daily Index price movement will be in the same direction as the daily LBMA Gold Price PM movement, albeit to a lesser extent. The Trust’s daily performance is expected to exhibit the same relationship to the price of the LBMA Gold Price PM to the extent that the Trust’s daily performance tracks that of the Index.

The following table illustrates the hypothetical weighting for the Physical Gold Component at a given Rebalance Date under three different scenarios reflecting different assumptions for realized volatility of the LBMA Gold Price PM and S&P 500^® Index as indicated below.

	Realized Volatility of LBMA Gold Price PM	Realized Volatility of S&P 500 Index	Weight of Physical Gold Component for Next Month
Scenario 1	15.0%	12.0%	100.0%
Scenario 2	20.0%	12.0%	75.0%
Scenario 3	20.0%	15.0%	90.0%

Index Components

Physical Gold Component

The Physical Gold Component of the Index is a notional component representing Physical Gold. For more information about Physical Gold, see "Overview of Gold Industry" in this prospectus.

The price of Physical Gold used to determine the weighting of the Physical Gold Component of the Index, as well as the value of Physical Gold held by the Trust, will be based on the LBMA Gold Price PM. If such day’s LBMA Gold Price PM is not available, the LBMA Gold Price AM is used. If no LBMA Gold Price is available for the day, the Administrator values the Trust’s gold based on the most recently announced LBMA Gold Price PM or LBMA Gold Price AM. In seeking to track this portion of the Index, the Trust will hold Physical Gold.

Cash Component

The Cash Weighting of the Index is intended to represent cash. In seeking to track this portion of the Index, the Trust will hold cash.

Historical Index Weights

The table below summarizes the historical weight of the Physical Gold Component and the Cash Weighting of the Index for each of the last twelve months as of the date of this prospectus.

Month and Year	Physical Gold Component Weight	Cash Weighting
December 2019	100.0%	0.0%
January 2020	100.0%	0.0%
February 2020	93.7%	6.3%
March 2020	100.0%	0.0%
April 2020	100.0%	0.0%
May 2020	100.0%	0.0%
June 2020	100.0%	0.0%
July 2020	100.0%	0.0%
August 2020	84.2%	15.8%
September 2020	75.0%	25.0%
October 2020	95.6%	4.4%
November 2020	100.0%	0.0%

Back-Tested Index Data

The table and graph below set forth the back-tested performance of the Index from January 4, 2000 through October 30, 2020. The back-tested performance of the Index set forth in the table and graph below was calculated using the methodology employed to calculate the Index since its inception on November 3, 2020. The Index has been calculated by the Index Calculation Agent only since November 3, 2020.

Table I. PERFORMANCE OF GOLD (US$/OZ) VERSUS THE INDEX OVER VARIOUS PERIODS OF TIME^*

		Cumulative Return						Annualized Volatility**

		Index			Gold			Index			Gold
20-year	1/4/2000-10/30/2020		715.2	%		568.5	%		15.4	%		17.4	%
10-year	10/29/2010-10/30/2020		61.1	%		39.7	%		14.3	%		16.1	%
5-year	10/30/2015-10/30/2020		67.2	%		64.7	%		13.4	%		14.1	%
2-year	10/31/2018-10/30/2020		54.9	%		53.6	%		14.9	%		15.6	%
1-year	10/31/2019-10/30/2020		27.4	%		26.1	%		18.0	%		18.9	%

Great Recession
12/31/2007 – 3/31/2009			15.7	%		9.9	%		27.0	%		31.4	%

First Decade in the 2000's
1/4/2000-12/31/2009			315.7	%		286.3	%		16.4	%		18.7	%

* As of October 30,2020. The price of gold used for the table above corresponds to historical prices of the LBMA Gold Price PM (or its predecessor) in USD per ounce. The Index values used for the table above corresponds to the values for the Wilshire Gold Index. The Index has been calculated on a “live” basis since November 3, 2020 by Solactive AG. Back-tested data published by Solactive AG is available dating back to January 4, 2000 on Bloomberg LP, under the ticker symbol WGIX, and on Refinitiv, under the RIC .WGIX.

** Volatility computed as the sample standard deviation of daily percentage returns and annualized by multiplying by the square-root of 252.

Source: Bloomberg, World Gold Council

Chart I. PERFORMANCE OF GOLD (US$/OZ) VERSUS THE INDEX OVER A 20-YEAR PERIOD*

The back-dated Index level was 100 as of January 4th, 2000 (the “Base Date”).

* The price of gold used for the chart above corresponds to historical prices of the LBMA Gold Price PM (or its predecessor) in USD per ounce. The Index values used for the chart above correspond to the values for the Wilshire Gold Index. The Index has been calculated on a “live” basis since November 3, 2020 by Solactive AG. Back-tested data published by Solactive AG is available dating back to January 4, 2000 on Bloomberg LP, under the ticker symbol WGIX, and on Refinitiv, under the RIC .WGIX.

TABLE II. ANNUALIZED INTERNAL RATE OF RETURN OF GOLD (US$/OZ) VERSUS THE INDEX OVER VARIOUS PERIODS OF TIME*

					Index

Number of Years	1		2			5		10		All**

Annualized Internal Rate of Return	27.4	%	24.4	%		10.8	%	4.9	%		10.6	%

					Gold

Annualized Internal Rate of Return	26.1	%	23.9	%		10.5	%	3.4	%		9.5	%

* The price of gold used for the table above corresponds to historical prices of the LBMA Gold Price PM (or its predecessor) in USD per ounce. The Index values used for the table above correspond to the values for the Wilshire Gold Index.

** From January 4, 2000 to October 30, 2020

Source: Bloomberg, World Gold Council

The back-tested Index data only reflects the application of that methodology in hindsight, since the Index was not actually calculated and published prior to November 3, 2020. The back-tested Index data cannot completely account for the impact of financial risk in actual trading. Consequently, you should not rely on that data as a reflection of what the actual Index performance would have been had the Index been in existence or in forecasting future Index performance. Any hypothetical or actual historical upward or downward trend in the level of the Index during any period shown is not an indication that the level of the Index is more or less likely to increase or decrease at any time.

Accuracy

The published official level of the Index will be rounded to 2 decimal places.

Index Disruption Events

The Index may not be calculated in the event of an Index Disruption Event occurring on any Index Business Day, such a day a “Disrupted Day.” To the extent possible, the Index Calculation Agent will calculate the Index on such Disrupted Day using the most recent LBMA Gold PM Fixing and/or the S&P 500^® Index level from the most recent non-disrupted day, unless the Disrupted Day is a Rebalance Date, and the LBMA Gold PM Fixing process occurred, then the Index Calculation Agent will apply the LBMA Gold PM Fixing with respect to that Disrupted Day when it becomes available if it is unavailable. If the Index Disruption Event continues for five consecutive Index Business Days, then a successor gold benchmark and equity index will be determined by the Index Calculation Agent, in each case in consultation with the Trust.

Index Disruption Events

An “Index Disruption Event” occurs if:

•

The LBMA PM Gold Fixing is not available due to:

The London Gold Market/LBMA being closed;

Technical disruptions exist causing no LBMA PM Fixing to be calculated or published;

ICE or LBMA ceases to publish;

A public statement or publication of information by the regulatory supervisor or the administrator of the LBMA announcing that the LBMA is no longer representative of gold prices; or

A force majeure event has occurred.

•

The S&P 500^® Index level is not available due to:

The S&P 500^® Index level has not been published; or

A force majeure event has occurred.

A “force majeure” event means an act of God, act of a public enemy or due to war, riot, fire, flood, civil commotion, insurrection, labor disruption (including, without limitation, any strike, or other work stoppage or slowdown), severe weather conditions, communications line failure or other similar intervening or catastrophic event beyond the reasonable control of the LBMA or the S&P 500^®’s index sponsor, or any of their respective successors, in each case causing a delay, interruption or cessation of the publication of the respective gold price or index level.

Extraordinary Adjustment by the Index Calculation Agent

If there are unforeseeable circumstances that necessitate an extraordinary adjustment to an Index, the Index Calculation Agent will prepare the adjustment taking account the Index methodology, and will notify the Trust of such

circumstances as soon as the Index Calculation Agent becomes aware of them and coordinate further procedures with the Trust. If it is not possible for the Index Calculation Agent to contact the Trust and such circumstance requires an immediate extraordinary adjustment, the Index Calculation Agent may make the extraordinary adjustment (in accordance with the Index methodology), in the best interest of the Trust.

Discontinuance or Modification of the S&P 500^®Index

If the sponsor of the S&P 500^® Index discontinues publication of the S&P 500^® Index and such sponsor or another entity publishes a successor or substitute index that the Trust determines, in consultation with the Index Calculation Agent, to be a broad-based equity index comparable to the S&P 500^® Index (such index being referred to herein as a “Successor Index”), then that Successor Index will be deemed to be such index for all purposes relating to the Index, including for purposes of determining whether an Index Disruption Event exists. Such Successor Index must be a broad-based equity index similar to the S&P 500^® Index in price and volatility history, with similar characteristics and tracking principally the performance of the U.S. equities market.

Discontinuation or Modification of the LBMA

If the Index Calculation Agent, in consultation with the Trust, determines that the LBMA PM Gold Fixing has been discontinued, as described above under “—Index Disruption Events,” the Index Calculation Agent will substitute for the LBMA an industry-accepted substitute source for gold prices. If such successor gold price source is substituted in accordance with the foregoing, the Index Calculation Agent, in consultation with the Trust, make any necessary adjustments to the successor gold prices in a manner consistent with industry practices.

Disclaimers

The Trust is not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Index and/or Index trademark or the current level of the Index at any time or in any other respect. The Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Index is calculated correctly. Irrespective of its obligations towards the Trust, Solactive AG has no obligation to point out errors in the Index to third parties including but not limited to investors and/or financial intermediaries of the Trust or the Shares. Neither publication of the Index by Solactive AG nor the licensing of the Index or Index trademark for the purpose of use in connection with the Trust constitutes a recommendation by Solactive AG to invest capital in the Trust nor does it in any way represent an assurance or opinion of Solactive AG with regard to any investment in the Trust.

The LBMA Gold Price PM, which is administered and published by ICE Benchmark Administration limited (“IBA”), serves as, or as part of, an input or underlying reference for the Shares. LBMA Gold Price PM is a trademark of precious metals prices limited, and is licensed to IBA as the administrator of the LBMA Gold Price PM. ICE Benchmark Administration is a trademark of IBA and/or its affiliates. LBMA Gold Price PM, and the trademarks LBMA Gold Price PM and ICE Benchmark Administration, are used by the Trust with permission under license by IBA. IBA and its affiliates make no claim, predication, warranty or representation whatsoever, express or implied, as to the results to be obtained from any use of the LBMA Gold Price PM, or the appropriateness or suitability of the LBMA Gold Price PM for any particular purpose to which it might be put, including with respect to the Shares. To the fullest extent permitted by applicable law, all implied terms, conditions and warranties, including, without limitation, as to quality, merchantability, fitness for purpose, title or non-infringement, in relation to the LBMA Gold Price PM, are hereby excluded and none of IBA or any of its affiliates will be liable in contract or tort (including negligence), for breach of statutory duty or nuisance, or under antitrust laws or otherwise, in respect of any inaccuracies, errors, omissions, delays, failures, cessations or changes (material or otherwise) in the LBMA Gold Price PM, or for any damage, expense or other loss (whether direct or indirect) you may suffer arising out of or in connection with the LBMA Gold Price PM or any reliance you may place upon it. LBMA Gold Price PM is a trademark of Precious Metals Prices Limited, is licensed to IBA as the administrator of the LBMA Gold Price PM, and is used by the Trust with permission under license by IBA.

CALCULATION OF THE TRUST'S NAV

The Trust will have no assets other than (a) Physical Gold and (b) cash. The Trust's investment objective is for the Shares to closely reflect the Index less the Trust's liabilities and expenses. Accordingly, the Trust's NAV and NAV per Share are tracked, in part, by reference to the LBMA Gold Price.

The Trust's Physical Gold is carried, for financial statement purposes, at fair value, as required by GAAP. The Trust's NAV will be determined by the Administrator, on a GAAP basis, on each Business Day as of 4:00 p.m., (New York City time) or as soon thereafter as practicable.

The Trust's NAV shall be equal to the sum of the value of the Physical Gold Holdings and the Cash Holdings, less the expenses and liabilities of the Trust. The NAV per Share, which is calculated by the Administrator on each Business Day, is equal to the Trust's NAV divided by the number of outstanding Shares.

In accordance with the Trust's valuation policy and procedures, the Administrator will determine the price of the Trust's Physical Gold by reference to the LBMA Gold Price PM, except as noted below.

Under certain special circumstances, which are described in detail below under "Description of the Shares—Suspension Events," the Trust can temporarily suspend or restrict the determination of NAV.

The Administrator generally values the Physical Gold held by the Trust using that day’s LBMA Gold Price PM. If there is no LBMA Gold Price PM on any day, the Administrator is authorized to use that day’s LBMA Gold Price AM, or the most recently announced LBMA Gold Price PM or LBMA Gold Price AM. LBMA Gold Price is the price per troy ounce, in U.S. dollars, of unallocated gold delivered in London determined by IBA following an electronic auction consisting of one or more 30-second rounds starting at 10:30 a.m. (London time) (in the case of LBMA Gold Price AM) or 3:00 p.m. (London time) (in the case of LBMA Gold Price PM) on each day that the London gold market is open for business, and published shortly thereafter. At the start of each round of auction, IBA publishes a price for that round. Participants then have 30 seconds to enter, change or cancel their orders (i.e., how much gold they want to buy or sell at that price). At the end of each round, order entry is frozen, and the system checks to see if the imbalance (i.e., the difference between buying and selling) is within the threshold (normally 10,000 troy ounces for gold). If the imbalance is outside the threshold at the end of a round, then the auction is not balanced, the price is adjusted and a new round starts. If the imbalance is within the threshold then the auction is finished, and the price is set as the LBMA Gold Price AM or LBMA Gold Price PM, as appropriate, for that day. Any imbalance is shared equally between all direct participants (even if they did not place orders or did not log in), and the net volume for each participant trades at the final price. The prices during the auction are determined by an algorithm that takes into account current market conditions and activity in the auction. Each auction is actively supervised by IBA staff. As of the date of this prospectus, information publicly available on IBA’s website indicates that the direct participants currently qualified to submit orders during the electronic auctions used for the daily determination of the LBMA Gold Price are Bank of China, Bank of Communications, Coins ‘N Things Inc., Goldman Sachs, HSBC Bank USA NA, Industrial and Commercial Bank of China (ICBC), INTL FCStone, Jane Street Global Trading, LLC, JPMorgan Chase Bank N.A., Koch Supply and Trading LP, Marex Financial Limited, Morgan Stanley, Standard Chartered Bank, The Bank of Nova Scotia and Toronto Dominion Bank.

Once the value of the Trust’s Physical Gold has been determined, the Administrator subtracts all accrued expenses and liabilities of the Trust from the total value of the Physical Gold and all other assets of the Trust. The resulting figure is the NAV of the Trust. The Administrator determines the NAV by dividing the NAV of the Trust by the number of Shares outstanding on the day the computation is made.

The amount of the Physical Gold represented by each Share will decrease over the life of the Trust due to the sales of Physical Gold necessary to pay the Sponsor’s Fee and other Trust expenses. Without increases in the price of gold that is reflected in the Trust’s Physical Gold holdings sufficient to compensate for that decrease, the price of the Shares will also decline and Shareholder will lose money on their investment in Shares.

VALUATION OF THE TRUST'S PHYSICAL GOLD HOLDINGS

The Administrator will evaluate the Physical Gold held by the Trust and determine the Trust's Physical Gold Holdings in accordance with the relevant provisions of the Administration Agreement and the Amended and Restated Trust Agreement. The following is a description of the material terms of the Administration Agreement and the Amended and Restated Trust Agreement as it relates to valuation of the Trust's Physical Gold and the Trust's Physical Gold Holdings calculations.

On each Business Day at 4:00 p.m. (New York City time), or as soon thereafter as practicable (the "Evaluation Time"), the Administrator will evaluate the Physical Gold held by the Trust and calculate the Trust's Physical Gold Holdings. To calculate the Trust's Physical Gold Holdings, the Administrator will:

Determine the LBMA Gold Price—see “Calculation of the Trust's NAV”; and

Multiply the LBMA Gold Price by the amount of Physical Gold owned by the Trust as of the Evaluation Time on such day.

The determinations that the Administrator makes will be made in good faith upon the basis of, and neither the Sponsor nor the Administrator will be liable for any errors contained in, information reasonably available to it. Neither the Sponsor nor the Administrator will be liable to the Shareholders or any other person for errors in judgment. However, the preceding liability exclusion will not protect the Sponsor or the Administrator against any liability resulting from gross negligence, willful misconduct or bad faith in the performance of their respective duties.

VALUATION OF THE TRUST'S CASH HOLDINGS

The Administrator will calculate the U.S. dollars held by the Trust and determine the Trust's Cash Holdings in accordance with the relevant provisions of the Administration Agreement and the Amended and Restated Trust Agreement. The following is a description of the material terms of the Administration Agreement and the Amended and Restated Trust Agreement as it relates to valuation of U.S. dollars and the Trust's Cash Holdings calculations.

On each Business Day at 4:00 p.m. (New York City time), or as soon thereafter as practicable, the Administrator will evaluate U.S. dollars held by the Trust and calculate the Trust's Cash Holdings. To calculate the Trust's Cash Holdings, the Administrator will add any U.S. dollars held by the Trust.

THE SPONSOR

Responsibilities of the Sponsor

Wilshire Phoenix Funds LLC (the “Sponsor”) was formed on May 14^th, 2018 and established, coordinated and paid the organizational expenses of the Trust. The Sponsor, together with the Administrator, the Gold Custodian, the Cash Custodian, the Transfer Agent, the Representative and their respective agents are generally responsible for the administration of the Trust under the provisions of their respective governing agreements. Some of the responsibilities of the Sponsor include (i) selecting the Trust's service providers and, from time to time, engaging additional, successor or replacement service providers, which shall also include negotiating each service provider agreement and related fees on behalf of the Trust, (ii) facilitating registration of the Shares in book-entry form to be held in the name of Cede & Co. at the facilities of DTC in consultation with the Transfer Agent, and (iii) performing such other services as the Sponsor believes the Trust may require. The Sponsor is generally not involved in the day-to-day activities of the Trust. For a description of the book-entry process, please see "Book-Entry Only Shares" below.

The Sponsor's Fee

The Sponsor's Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. A portion of the Sponsor's Fee will be used by the Administrator to pay the Sponsor-Paid Expenses. See "The Trust—Trust Expenses."

Policies and Procedures of the Sponsor

The Sponsor has implemented a disaster recovery plan, along with a subsequent business continuity plan, each aimed at protecting the assets of the Trust and the information provided to the Sponsor and ensuring continuity in the transition time occurring after a disruptive or catastrophic event. Each of the disaster recovery plan and business continuity plan use the methodology and/or framework of the Committee of Sponsoring Organizations (COSO).

The Sponsor is subject to an Anti-Money Laundering Program (the "AML Program"). This AML Program requires the Sponsor to complete a comprehensive money laundering risk assessment to identify and analyze specific risk categories. The AML Program also requires the Sponsor to perform certain customer identification, due diligence and transaction reporting procedures. The AML Program also requires the Sponsor to abide by certain recordkeeping requirements and share certain information with government agencies and other financial institutions.

Conflicts of Interest

The Sponsor may allocate its resources among different clients and potential future business ventures other than the Trust. Additionally, the professional staff of the Sponsor may also service other affiliates of the Sponsor and its respective clients. By purchasing the Shares, each Shareholder agrees that (i) the Sponsor and its professional staff are not required to devote its or their respective time or resources exclusively to the management of the business and affairs of the Trust and may engage in other business interests and activities similar to or in addition to those relating to the activities to be performed for the Trust and (ii) the officers of the Sponsor may buy or sell Physical Gold or other products or securities similar to the Shares for their own personal trading accounts (subject to certain internal trading policies and procedures). In the event that the Sponsor, its partners, employees, associates and affiliates or any of them now or hereafter carry on activities competitive with those of the Trust or buy, sell or trade in assets and portfolio securities of the Trust or of other investment funds, none of them will be under any liability to the Trust or to the Shareholders for so acting. In addition, the Sponsor may create products similar to the Shares that are competitive with the Shares, or create other indices similar to the Index. Every Shareholder, by virtue of having purchased or acquired a Share, will be deemed to have consented to such conflicts of interest.

Voluntary Withdrawal of Sponsor

The Sponsor may withdraw voluntarily as the Sponsor of the Trust only upon one hundred twenty (120) days' prior written notice to all Shareholders and the Trustee, provided the Sponsor has identified a qualified successor sponsor to be appointed in its place. Following receipt of such notice, Shareholders holding Shares equal to at least

fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its Affiliates) may vote to elect and appoint, effective as of a date on or prior to the withdrawal, a successor Sponsor who shall carry on the business of the Trust.

If the Sponsor is dissolved or has ceased to exist as a legal entity for any reason or is deemed to have resigned because (1) it fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties required by the Trust Agreement, and such failure or incapacity is not cured, or (2) the Sponsor is adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the liquidating trustee appointed by at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its Affiliates), may, among other actions, terminate and liquidate the Trust.

Merger or Corporate Reorganization of Sponsor

To the fullest extent permitted by law, nothing in the Trust Agreement shall be deemed to prevent the merger of the Sponsor with another corporation or other entity, the reorganization of the Sponsor into or with any other corporation or other entity, the transfer of all the capital stock of the Sponsor, the assumption of the rights, duties and liabilities of the Sponsor by, in the case of a merger, reorganization or consolidation, the surviving corporation or other entity by operation of law. The resulting, surviving or transferee entity shall, without any further act, be the successor Sponsor under the Trust Agreement and related documents. Without limiting the foregoing, none of the transactions referenced in the preceding sentence shall be deemed to be a voluntary withdrawal.

Executive Management of the Sponsor

William Joseph Herrmann, 38, is a Co-Founder and Managing Partner of Wilshire Phoenix Funds. Mr. Herrmann began his career at BNY Mellon and served on several global teams throughout his 10+ year tenure, most recently as Vice President of Dealing and Trading. Mr. Herrmann led cross-functional teams across geographies in closing of 100+ diverse corporate banking transactions and managed a credit risk portfolio of over $10 billion. Mr. Herrmann holds a Bachelor of Science in Finance from Clarion University of Pennsylvania and a Master of Science in Risk Management from New York University. In addition to his responsibilities at Wilshire Phoenix, Mr. Herrmann is the Director of New York for the Hedge Fund Association and proudly serves as a Member of the Board of Directors for the National Multiple Sclerosis Society.

William Cai, 41, is a Co-Founder and Partner and the head of Wilshire Phoenix Funds. Before joining Wilshire Phoenix, Mr. Cai was a trader at J.P. Morgan for over 10 years, managing multi-billion-dollar risk books across asset classes in credit, equities, and most recently in commodity futures. He held a position of Executive Director and in addition to his trading responsibilities, managed teams, oversaw various projects, and had extensive experience with regulatory and legal issues in the financial space. He holds a Bachelor of Arts in Physics from Harvard University, and a Master of Science in Mathematics in Finance from New York University.

Alexander Chang, 32, is a Co-Founder and Partner of Wilshire Phoenix Funds. Before joining Wilshire Phoenix, Mr. Chang was employed at J.P. Morgan for 8 years. He most recently served as a Vice President at J.P. Morgan, during which time he structured both linear and non-linear equity as well as cross asset derivative transactions for a global institutional investor base. The underlying exposure merged a broad spectrum of proprietary quantitative strategies. While at J.P. Morgan, Mr. Chang also traded multiple sector pods on the high frequency electronic options market making desk. Mr. Chang was a registered stockbroker and trader, holding Series 7, 55 and 63 registrations. Mr. Chang graduated from the Columbia University School of Engineering and Applied Sciences with a Bachelor of Science in Applied Mathematics.

The Sponsor's resources may be allocated in the future to potential additional business ventures. Notwithstanding the foregoing, the Sponsor intends to devote, and to cause its officers, members and employees to devote, sufficient time and resources to properly manage the Trust in accordance with their respective duties to the Trust under the Trust Agreement.

CREATION AND REDEMPTION OF SHARES

The Trust creates and redeems Shares from time to time, but only in one or more Creation Units. A Creation Unit is a block of 10,000 Shares. Creation Units may be created or redeemed only by Authorized Participants. Except when aggregated in Creation Units, the Shares are not redeemable securities. Authorized Participants pay a transaction fee of $500 in connection with each order to create or redeem a Creation Unit and are subject to an additional processing charge for failure to timely deliver such orders. From time to time, the Sponsor, in its sole discretion, may reimburse Authorized Participants for all or a portion of the processing fees from the Sponsor’s own assets. Authorized Participants may sell the Shares included in the Creation Units they purchase from the Trust to other investors. The transfer of Creation Units is only made in exchange for the delivery to the Trust or the distribution by the Trust of the cash, the amount of which is based on the combined NAV determined on the day the order to create or redeem Creation Units is properly received of the number of Shares included in a Creation Unit (each, a “Basket”). Creations of Baskets may only be settled after the requisite cash is deposited in the Cash Account of the Trust.

Authorized Participants are the only persons that may place orders to create and redeem Creation Units. Authorized Participants must be (i) 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 (ii) participants in DTC. To become an Authorized Participant, a person must enter into an Authorized Participant Agreement with the Trust and the Sponsor. The Authorized Participant Agreement sets forth the procedures for the creation and redemption of Creation Units and for the payment of cash required for such creations and redemptions. The Sponsor may delegate its duties and obligations under the Authorized Participant Agreement to the Marketing Agent, the Administrator or the Transfer Agent, without consent from any Shareholder or Authorized Participant. The Authorized Participant Agreement may be amended by the Sponsor only with the consent of the Authorized Participant, while the procedures attached thereto may be amended with notice to the Authorized Participant. Shareholder consent is not required in either case. To compensate the Transfer Agent for services in processing the creation and redemption of Creation Units, an Authorized Participant is required to pay a transaction fee of $500 per order to create or redeem Creation Units.

Authorized Participants who purchase Creation Units from the Trust receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Trust, and no such person has any obligation or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares.

Certain Authorized Participants are able to participate directly in the gold bullion market and the gold futures market. In some cases, an Authorized Participant may from time to time acquire gold from or sell gold to its affiliated gold trading desk, which may profit in these instances. The Sponsor believes that the size and operation of the gold bullion market make it unlikely that an Authorized Participant’s direct activities in the gold or securities markets will impact the price of gold or the price of the Shares. Authorized Participants must be (i) a DTC Participant; (ii) registered as a broker-dealer under the Exchange Act and regulated by the Financial Industry Regulatory Authority, Inc., or FINRA, or some other self-regulatory organization or will be exempt from being or otherwise not be required to be so regulated or registered; and (iii) qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. Each Authorized Participant will have its own set of rules and procedures, internal controls and information barriers as it determines is appropriate in light of its own regulatory regime.

Authorized Participants are cautioned that some of their activities may 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, as described in “Plan of Distribution.”

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 Creation Units.

Persons interested in purchasing Creation Units should contact the Sponsor or the Administrator to obtain the contact information for the Authorized Participants. Shareholders who are not Authorized Participants will only be able to redeem their Shares through an Authorized Participant.

Under the Authorized Participant Agreements, the Sponsor has agreed to indemnify the Authorized Participants and certain parties related to the Authorized Participants against certain liabilities, including as a result of:

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any material breach by the Sponsor, its affiliates, or any of their respective agents or employees, of any provision of the Authorized Participant Agreement, including any representations, warranties and covenants by any of them except that the Sponsor will not be required to indemnify a Sponsor Indemnified Party (as defined in the Authorized Participant Agreement) to the extent that such failure was caused by the strict adherence to instructions reasonably given by one or more Sponsor Indemnified Parties therein;

•

any material failure on the part of the Sponsor to perform any obligation of the Sponsor set forth in the Authorized Participant Agreement except that the Sponsor will not be required to indemnify a Sponsor Indemnified Party (as defined in the Authorized Participant Agreement) to the extent that such failure was caused by the strict adherence to instructions reasonably given by one or more Sponsor Indemnified Parties;

•

any failure by the Sponsor to comply with applicable laws and regulations in connection with the Authorized Participant Agreement;

•

any untrue statement or alleged untrue statement of a material fact contained in the registration statement of the Trust as originally filed with the SEC, or in any amendment thereof, or in any prospectus, or in any amendment thereof or supplement thereto, or in certain marketing materials, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except those statements in the registration statement or the prospectus based on information furnished in writing by or on behalf of the Authorized Participant expressly for use in the registration statement or the prospectus.

As provided in the Authorized Participant Agreements, in the absence of gross negligence, bad faith or willful misconduct, neither the Sponsor nor an Authorized Participant will be liable to each other or to any other person, including any party claiming by, through or on behalf of the Authorized Participant, for any losses, liabilities, damages, costs or expenses arising out of any mistake or error in data or other information provided to any of them by each other or any other person or out of any interruption or delay in the electronic means of communications used by them.

The following description of the procedures for the creation and redemption of Creation Units 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. The Trust Agreement and the form of Authorized Participant Agreement are filed as exhibits to the registration statement of which this prospectus is a part.

Creation Procedures

On any Business Day (other than Business Days on which the LBMA Gold Price PM is not announced), an Authorized Participant may place an order with the Transfer Agent to create one or more Creation Units. For purposes of the creation and redemption process, a “Business Day” is defined as any day other than: (i) a Saturday or a Sunday on which the Exchange is scheduled to be open for business, and, in respect of any action to be taken by the Trustee, on which the Trustee is scheduled to be open for business; or (ii) for purposes of the creation and redemption process, a day on which banking institutions in the United Kingdom are authorized or permitted by law to close or a day on which the London gold market is closed; or (iii) a day on which banking institutions in the United Kingdom are authorized or permitted to be open for less than a full day or the London gold market is open for trading for less than a full day and transaction procedures required to be executed or completed before the close of the day may not be so executed or completed. Orders are not accepted on a particular Business Day if the LBMA Gold Price PM or other applicable benchmark price is not announced on that Business Day. If the LBMA Gold Price PM is not so announced,

then the order will be accepted on the next following Business Day that the LBMA Gold Price PM is announced. Creation orders must be placed by 9:15 a.m. (New York City time). The Business Day on which the Transfer Agent receives a valid creation order is the creation order date. The Business Day on which a creation order is settled is the creation order settlement date. As provided below, the creation order settlement date may occur up to two Business Days after the creation order date. By placing a creation order, and prior to delivery of such Creation Units, an Authorized Participant’s DTC account is charged the non-refundable transaction fee due for the creation order.

Creation Units are issued on the creation order settlement date by 4:00 p.m. (New York City time) on the Business Day immediately following the creation order date at the applicable NAV per Share on the creation order date, but only if the required payment has been timely received. Upon submission of a creation order, the Authorized Participant may request the Sponsor to agree to a creation order settlement date up to two Business Days after the creation order date. By placing a creation order, and prior to receipt of the Creation Units, an Authorized Participant’s DTC account is charged the non-refundable transaction fee due for the creation order.

Determination of Required Payment

The total payment required to create each Creation Unit is an amount of cash equal to the NAV of 10,000 Shares of the Trust on the creation order date.

Because orders to purchase Creation Units must be placed by 9:15 a.m. (New York City time) but the total payment required to create a Creation Unit will not be determined until as of 4:00 p.m. (New York City time) on the Business Day the creation order is received, Authorized Participants will not know the total amount of the payment required to create a Creation Unit at the time they submit the creation order for the Creation Unit. The Trust’s NAV and the total amount of the payment required to create a Creation Unit could rise or fall substantially between the time a creation order is submitted and the time the amount of the purchase price in respect thereof is determined.

Rejection of Creation Orders

The Sponsor or the Transfer Agent may reject a creation order if:

• The Sponsor or the Transfer Agent determines that the creation order is not in proper form;

• Acceptance or receipt of the creation order would be unlawful in the opinion of Sponsor’s counsel;

• The Sponsor believes that the acceptance or receipt of the creation order would have adverse tax consequences to the Trust or its Shareholders; or

• Circumstances outside the control of the Sponsor or the Transfer Agent make it, for all practical purposes, not feasible to process creations of Creation Units.

The Sponsor will not be liable for the rejection of any creation order.

The Trust also may not be able to create new Creation Units at any time if there is an insufficient amount of Shares registered in this offering or if another legal or operational impediment to creating new Creation Units arises.

The Sponsor may, in its discretion, suspend creations, or postpone the Purchase Order settlement date, (i) for any period during which the Exchange is closed other than for customary holidays or weekend closings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor reasonably determines to be necessary for the protection of the shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

Redemption Procedures

The procedures by which an Authorized Participant can redeem one or more Creation Units mirror the procedures for the creation of Creation Units. On any Business Day (other than Business Days on which the LBMA Gold Price PM is not announced), an Authorized Participant may place an order with the Transfer Agent to redeem one or more Creation Units. Redemption orders must be placed by 9:15 a.m. (New York City time). Orders are not accepted on a particular Business Day if the LBMA Gold Price PM is not announced on that Business Day. The day on which the Sponsor receives a valid redemption order is the redemption order date. The Business Day on which a redemption order is settled is the redemption order settlement date. As provided below, the redemption order settlement date may occur up to two Business Days after the redemption order date. The redemption procedures allow Authorized Participants to redeem Creation Units. Individual Shareholders may not redeem directly from the Trust. Instead, individual Shareholders may only redeem Shares in an amount equal to one or more whole Creation Units and only through an Authorized Participant.

By placing a redemption order, an Authorized Participant agrees to deliver the Creation Units to be redeemed through DTC’s book-entry system to the Trust not later than the redemption order settlement date by 4:00 p.m. (New York City time) on the Business Day immediately following the redemption order date. Upon submission of a redemption order, the Authorized Participant may request the Sponsor to agree to a redemption order settlement date up to two Business Days after the redemption order date. By placing a redemption order, and prior to receipt of the redemption proceeds, an Authorized Participant’s DTC account is charged the non-refundable transaction fee due for the redemption order.

Determination of Redemption Proceeds

The redemption proceeds from the Trust consist of cash. The amount of cash included in a redemption is equal to the NAV of the number of Creation Unit(s) of the Trust requested in the Authorized Participant’s redemption order on the redemption order date. The Trust will distribute the cash redemption amount by 4:00 p.m. (New York City time) on the redemption order settlement date through DTC to the account of the Authorized Participant as recorded on DTC’s book-entry system.

Delivery of Redemption Proceeds

The redemption proceeds due from the Trust are delivered to the Authorized Participant by 4:00 p.m. (New York City time) on the redemption order settlement date if, by such time, the Trust’s DTC account has been credited with the Creation Units to be redeemed. If the Trust’s DTC account has not been credited with all of the Creation Units to be redeemed by such time, the redemption distribution is delivered to the extent of whole Creation Units received. Any remainder of the redemption distribution is delivered on the next Business Day to the extent of remaining whole Creation Units received if the Transfer Agent receives the fee applicable to the extension of the redemption distribution date which the Sponsor may, from time to time, determine and the remaining Creation Units to be redeemed are credited to the Trust’s DTC account by 4:00 p.m. (New York City time) on such next Business Day. Any further outstanding amount of the redemption order will be cancelled. The Sponsor is also authorized to deliver the redemption distribution notwithstanding that the Creation Units to be redeemed are not credited to the Trust’s DTC account by 4:00 p.m. (New York City time) on the redemption order settlement date if the Authorized Participant has collateralized its obligation to deliver the Creation Units through DTC’s book-entry system on such terms as the Sponsor may determine from time to time.

Suspension, Postponement or Rejection of Redemption Orders

The Sponsor may, in its discretion, suspend the right of redemption, or postpone the redemption order settlement date: (i) for any period during which the Exchange is closed other than for customary holidays or weekend closings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the redemption distribution is not reasonably practicable, or (iii) for such other period as the Sponsor determines

to be necessary for the protection of the Shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

The Sponsor or the Transfer Agent may reject a redemption order if: (i) the order is not in proper form; (ii) the Sponsor or the Transfer Agent believes the acceptance or receipt of the order would have adverse tax consequences to the Trust or its Shareholders; (iii) the acceptance or receipt of the order would, in the opinion of counsel to the Sponsor, be unlawful; or (iv) if circumstances outside the control of the Sponsor or the Transfer Agent make it for all practical purposes not feasible to process orders.

Creation and Redemption Transaction Fee

To compensate the Transfer Agent for services in processing the creation and redemption of Creation Units, an Authorized Participant is required to pay a transaction fee of $500 per order to create or redeem Creation Units. An order may include multiple Creation Units. From time to time, the Sponsor, in its sole discretion, may reimburse Authorized Participants for all or a portion of the processing fees from the Sponsor’s own assets. The Sponsor will notify DTC of any agreement to change the transaction fee and will not implement any increase in the fee for the redemption of Creation Units until 30 days after the date of the notice.

THE TRUSTEE

General

Delaware Trust Company is the trustee of the Trust pursuant to the terms of the Trust Agreement. The Trustee is unaffiliated with the Sponsor.

Duties of the Trustee

The Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Delaware Statutory Trust Act (“DSTA”) that the Trust have at least one trustee with a principal place of business in the State of Delaware. The Trustee’s duties and liabilities with respect to the offering of Shares and management of the Trust are limited to its express obligations under the Trust Agreement. A summary of the material terms of the Trust Agreement appears in the “Description of the Trust Documents” section of this prospectus.

Liability of the Trustee

The Trustee shall not be liable under any circumstances, except for its own willful misconduct, bad faith or gross negligence with respect to its express duties under the Trust Agreement. The Trustee will have no obligation to monitor or supervise the obligations of the Sponsor, Transfer Agent, Administrator, Gold Custodian, Cash Custodian or any other person.

Trustee's Fee and Indemnity

The Trustee will be compensated by the Trust, out of the Sponsor's Fee, for the Trustee's fees. The Trustee will be reimbursed by the Trust for reasonable legal expenses it incurs in connection with consultation with its counsel (who may be counsel for the Sponsor or the Trustee) in relation to indemnification under the Trust Agreement.

The Trustee and any of the officers, directors, affiliates, employees and agents of the Trustee shall be indemnified by the Trust and held harmless against any loss, claim, tax, damage, reasonable expenses or liability (including liability under state or federal securities laws) of any kind and nature whatsoever, to the extent arising out of, imposed upon or asserted at any time against such indemnified person in connection with the execution or delivery of the Trust Agreement, the performance of its obligations under the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated therein; provided, however, that the Trust shall not be required to indemnify any such indemnified person for any such expenses which are a result of the willful misconduct, bad faith or gross negligence related to the express duties of the Trustee. As security for any amounts owing to the Trustee under the above-referenced indemnity, the Trustee shall have a lien against the Trust property. The obligations of the Trust to indemnify such indemnified persons under the Trust Agreement shall survive resignation or removal of the Trustee and the termination of the Trust Agreement.

Resignation or Removal of the Trustee

The Trustee is permitted to resign upon at least thirty (30) days' written notice to the Sponsor; provided, however, that such resignation is not effective unless and until a successor trustee has accepted its appointment as successor in writing. The Sponsor has the authority to remove the Trustee upon at least ten (10) days' written notice. If the Trustee resigns and no successor trustee is appointed within forty-five (45) days after the Trustee notifies the Sponsor of its resignation, the Trustee may petition a court of competent jurisdiction to appoint a successor.

THE GOLD CUSTODIAN

General

JPMorgan Chase Bank, N.A., will serve as the Gold Custodian under and pursuant to the terms and provisions of the precious metal agreements between the Trust and the Gold Custodian relating to Physical Gold held on an allocated and unallocated basis, each dated as of September 1, 2020 (collectively, the "Gold Custodian Agreement"). The Gold Custodian serves as a custodian on the Trust's behalf, and the Physical Gold in the Trust's account maintained by the Gold Custodian are considered assets that remain the Trust's property at all times.

Duties of the Gold Custodian

The Gold Custodian is responsible for receiving and safekeeping the Trust’s Physical Gold. The Custodian will store Physical Gold in its own vaulting facilities, generally in London, New York, or such other locations where the Gold Custodian may maintain vaulting facilities from times to time. The Gold Custodian may appoint sub-custodians from time to time for the custody and safekeeping of Physical Gold, but the Gold Custodian remains liable for the custody and safekeeping of Physical Gold and for any loss suffered by the Trust as a result of any act or omission or insolvency of any sub-custodian.

The Gold Custodian holds Physical Gold for the account of the Trust on an allocated basis (i.e., numbered gold bars held in the Gold Custodian’s nominated vaults are identified in the Gold Custodian’s records as belonging to the Trust), except where Physical Gold is held in an unallocated account in the circumstances noted below (collectively, the allocated and unallocated accounts are referred to as the “Gold Account”).

The Gold Custodian may hold Physical Gold for the account of the Trust on an unallocated basis to the extent that the Physical Gold held is less than a whole bar or in connection with transfers of Physical Gold to settle purchases and sales. However, the Gold Custodian must allocate whole gold bars to the Gold Account so that no Physical Gold in whole bar form is held for the Trust’s account on an unallocated basis at the end of each Business Day of the Gold Custodian, which may result in a negative balance in the Trust’s unallocated account. The Trust receives daily reports regarding transfers of Physical Gold into and out of the Gold Account. All transfers into and out of the Gold Account can only be made upon receipt of, and in accordance with, instructions given by authorized persons of the Trust to the appropriate personnel at the Gold Custodian. Such instructions may only be given by SWIFT transmission or by such other means (if any) as are specified in the Gold Custodian Agreement.

The Gold Custodian has agreed to maintain insurance in support of its custodial obligations under the Gold Custodian Agreement, including covering any loss of Physical Gold held in allocated form. In the event of loss of or damage to the Trust’s Physical Gold held in allocated form, or another event occurring which is likely to affect the Trust’s Physical Gold held in allocated form, the Gold Custodian will file claims with its insurer or elect to reimburse the Trust from its own funds. After the resolution of any claim filed by the Gold Custodian under a relevant insurance policy relating to such Physical Gold, the Gold Custodian will forward any proceeds that it receives from its insurer to the Trust.

A summary of the material terms of the Gold Custodian Agreement appears in the “Description of the Trust Documents” section of this prospectus.

Verification of Physical Gold Held by the Gold Custodian or a Sub-custodian

The Gold Custodian has agreed to grant to the Trust’s officers and properly designated representatives and the Trust’s independent registered public accounting firm, as described below, access to the Gold Custodian’s or a sub-custodian’s records for the purpose of confirming the content of those records. Upon at least ten days’ prior notice and up to two times per year, any such officer or properly designated representative, the independent registered public accounting firm for the Trust (as defined in the Gold Custodian Agreement) and any person designated by any regulatory authority having jurisdiction over the Trust is entitled to examine, on the Gold Custodian’s or sub-custodian’s premises, the Physical Gold held by the Gold Custodian or sub-custodian.

Gold Custodian's Fee

The Gold Custodian will be compensated out of the Sponsor's Fee for the Gold Custodian's services under the Gold Custodian Agreement.

THE CASH CUSTODIAN

General

The Bank of New York Mellon will serve as the Trust's Cash Custodian pursuant to the terms and provisions of the Cash Custody Agreement, dated as of December 8, 2020, between the Trust and the Cash Custodian (the “Cash Custody Agreement”).

Duties of the Cash Custodian

Under the Cash Custody Agreement, the Cash Custodian will be responsible maintaining the Cash Account in which the Cash Custodian will hold U.S. dollars in the name of the Trust.

A summary of the material terms of the Cash Custody Agreement appears in the “Description of the Trust Documents” section of this prospectus.

Cash Custodian's Fee

The Cash Custodian will be compensated out of the Sponsor's Fee for the Cash Custodian's services under the Cash Custody Agreement.

THE ADMINISTRATOR

General

The Bank of New York Mellon, will serve as the Administrator of the Trust pursuant to the terms and provisions of the Fund Administration and Accounting Agreement, dated as of November 25, 2020, between the Trust and the Administrator (the “Administration Agreement”).

Duties of the Administrator

The Administration Agreement establishes the rights and responsibilities of the Administrator and the Trust with respect to the administration, accounting and recordkeeping of the Trust. The responsibilities of the Administrator will include duties and obligations set forth in the Administration Agreement in connection with (i) the Trust's payment of fees and expenses on each Rebalance Date, (ii) providing information to the Sponsor in order for the Sponsor to determine the monthly rebalancing of the Trust's holdings in Physical Gold and cash on each Rebalance Date, (iii) evaluating the Physical Gold Holdings and the Cash, determining the Trust's NAV and the NAV per Share and preparing daily reports, and (iv) maintaining books and records on behalf of the Trust.

The Administrator will prepare the Trust’s required filings under the Exchange Act.

A summary of the material terms of the Administration Agreement appears in the “Description of the Trust Documents” section of this prospectus.

Administrator's Fee

The Administrator will be compensated by the Trust, out of the Sponsor's Fee, for the Administrator's fees.

THE TRANSFER AGENT

General

The Bank of New York Mellon will act as transfer agent and registrar for the Shares, pursuant to the terms and provisions of the Transfer Agency and Service Agreement, dated as of November 25, 2020, by and between the Transfer Agent and the Trust (the “Transfer Agency Agreement”).

Duties of the Transfer Agent

The Transfer Agent records the ownership of the Shares on the books and records of the Trust and coordinates with the Marketing Agent and DTC as necessary. The Transfer Agent will credit or debit the number of Shares owned by holders of record. The Transfer Agent will (i) facilitate purchases and redemptions of Creation Units to be held in the name of DTC or its nominee, Cede & Co., at the facilities of DTC; (ii) prepare and transmit by means of DTC’s book-entry system payments on or with respect to the Shares declared by the Trust; (iii) maintain the record of the name and address of the Shareholder and the number of Shares issued by the Trust and held by the Shareholder; (iv) record the issuance of Shares of the Trust and maintain a record of the total number of Shares of the Trust which are outstanding, and, based upon data provided to it by the Trust, the total number of authorized Shares; (v) prepare and transmit to the Trust and the Administrator and to any applicable securities exchange information with respect to purchases and redemptions of Shares; (vi) extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares in accordance with policies and procedures of DTC for book-entry only securities; and (vii) maintain books and records related to its activities on behalf of the Trust. The Transfer Agent will also perform the customary services of a transfer agent including, but not limited to, maintaining the account of the Shareholders.

A summary of the material terms of the Transfer Agency Agreement appears in the “Description of the Trust Documents” section of this prospectus.

Transfer Agent's Fee

The Transfer Agent will be compensated by the Trust, out of the Sponsor's Fee, for the Transfer Agent's fees.

CONFLICTS OF INTEREST

General

There are actual and potential conflicts of interest in the Trust's structure and operation that you should consider before purchasing Shares, and the Sponsor has not established formal procedures to resolve all potential conflicts of interest. Consequently, investors may be reliant on the good faith of the respective parties resolve a conflict of interest equitably. Although the Sponsor expects to monitor these conflicts, it is extremely difficult, if not impossible, for the Sponsor to adequately resolve these conflicts, and the Trust, the NAV of the Shares and the market price of the Shares may be adversely affected.

Prospective investors should be aware that the Sponsor intends to assert that Shareholders have, by subscribing for Shares of the Trust, consented to the following conflicts of interest in the event of any proceeding alleging that such conflicts violated any duty owed by the Sponsor to investors.

The Sponsor

The Sponsor allocates its resources among different clients and potential future business ventures to which the Sponsor may owe fiduciary duties. Additionally, the professional staff of the Sponsor also services other affiliates of the Sponsor and its respective clients. Although the Sponsor and its professional staff cannot and will not devote all of its or their respective time or resources to the management of the business and affairs of the Trust, the Sponsor intends to devote, and to cause its professional staff to devote, sufficient time and resources to manage properly the business and affairs of the Trust consistent with its or their respective fiduciary duties to the Trust and others.

The Trust Agreement provides that in the case of a conflict of interest between the Sponsor or any of its affiliates, on the one hand, and the Trust or any other person, on the other hand, the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided by the Sponsor shall not constitute a breach of the Trust Agreement or any duty or obligation of the Sponsor.

Proprietary Trading/Other Clients and Products

The officers of the Sponsor may trade Physical Gold or other gold related investments for their own personal trading accounts (subject to certain internal trading policies and procedures). The Sponsor may license the Index for other purposes or products, or create new or similar indices, or new or similar gold products.

DESCRIPTION OF THE SHARES

General

Shares issued by the Trust will be registered in the book-entry system and held in the name of Cede & Co. as nominee at the facilities of DTC, and one or more global certificates issued by the Trust to DTC will evidence the Shares. Shareholders may hold their Shares through DTC if they are direct participants in DTC ("DTC Participants") or indirectly through entities (such as broker-dealers) that are DTC Participants.

The Shares are expected to be listed on the Exchange and trade under the ticker symbol "WGLD".

Entitlements

The Trust is a Delaware statutory trust and not a corporation, and the Shares are different than shares of a corporation. Shareholders will not be entitled to certain statutory entitlements typically associated with being a shareholder of a corporation, such as an entitlement to dividends. Shareholders, however, shall be entitled to vote on specified matters relating to the Trust and Trust Agreement as more fully set forth in the Trust Agreement. See "Description of the Shares—Voting and Consent Rights" below.

No Shareholder shall have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust unless two or more Shareholders who (i) are not affiliates of one another and (ii) collectively hold at least twenty-five percent (25%) of the outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding. Due to this additional requirement, a Shareholder attempting to bring or maintain a derivative action in the name of the Trust will be required to locate other Shareholder(s) with which it is not affiliated and that collectively hold at least twenty-five percent (25%) of the outstanding Shares with the Shareholder seeking to bring the derivative action. This may be difficult and may result in increased costs to a Shareholder attempting to seek redress in the name of the Trust in court.

The foregoing limitations shall not apply to any derivative action, suit or other proceeding brought on behalf of the Trust for claims arising under the Securities Act or the Exchange Act or the rules and regulations thereunder. Shareholders may have the right, subject to certain legal requirements, to bring class actions in federal court to enforce their rights under the federal securities laws and the rules and regulations promulgated thereunder by the SEC. Shareholders who have suffered losses in connection with the purchase or sale of their Shares may be able to recover such losses from the Sponsor where the losses result from a violation by the Sponsor of the anti-fraud provisions of the federal securities laws.

Voting and Consent Rights

Under the Trust Agreement, Shareholders have limited voting rights with respect to the Trust. However, certain actions, such as amendments or modifications that appoint a new sponsor (upon the withdrawal or the adjudication of bankruptcy or insolvency of the Sponsor), or the appointment of a liquidating trustee under the circumstances set forth in the Trust Agreement, requires the consent of Shareholders owning at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its Affiliates).

Suspension Events

Pursuant to the Trust Agreement, the Trust may suspend Redemption Orders, the payment of redemption proceeds or the determination of NAV in the case of any of the following events until such time as the event has passed (each, a "Suspension Event"):

(a) when a redemption would result in a violation by the Trust or the Sponsor or any of its other respective affiliates of the securities laws of the United States or any other applicable jurisdiction or the rules of any national securities exchange, self-regulatory organization or regulatory agency applicable to the Trust, the Sponsor or its respective affiliates as evidenced by an opinion of counsel;

(b) any exchange, dealer market, quotation system or other market on which a significant portion of the Trust's assets are regularly traded or quoted is closed (otherwise than for weekends or holidays) or trading thereon is generally suspended or limited;

(c) the Sponsor has determined in good faith that the disposition of any asset of the Trust, or other transaction involving the sale, transfer or delivery of the Trust's assets is not reasonably practicable without being detrimental to the Trust or the interest of the remaining Shareholder;

(d) any breakdown in the means of communication or publication normally employed in determining the Trust's NAV or the NAV per Share has occurred and is continuing, or the prices or values of the Trust's assets cannot reasonably be promptly and accurately ascertained for any reason;

(e) any event has occurred and is continuing which may cause the dissolution of the Trust;

(f) the Sponsor has otherwise determined, in good faith, with respect to the Trust or the Shares of the redeeming or remaining Shareholders, respectively, that the redemption by any Shareholder of its Shares (whether in whole or in part) would have a material adverse effect on the Trust or the Shares of the redeeming or remaining Shareholders, respectively, including, without limitation, the risk of potential re-classification of the Trust for U.S. federal income tax purposes; or

(g) an event constituting force majeure which, in the good faith determination of the Sponsor, makes determination of NAV or redemption impossible or impracticable; provided that any determination of NAV or redemption so suspended shall be reinstated or processed as soon the force majeure event has resolved.

INAV

The INAV is meant to approximate the intraday NAV of the Trust.

The INAV calculation will be provided for reference purposes only. It is not intended as a price or quotation, or as an offer or solicitation of the purchase or sale of the Shares, nor will it reflect hedging or other transactional costs, market liquidity or bid-offer spreads. For this reason and others, the actual trading price of the Shares may be different from their INAV.

The calculation of the INAV shall not constitute a recommendation or solicitation to conclude a transaction at the level stated, and should not be treated as giving investment advice.

EXPENSES

Sponsor's Fee

Except for transaction costs associated with the rebalancing of the Trust's portfolio, the Trust's only ordinary recurring expense is expected to be the Sponsor's Fee. The Sponsor's Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement. The Sponsor's Fee will be calculated by the Administrator by applying an annual rate of 65 basis points (0.65%) to the Trust's NAV. The Administrator will make its calculation regarding the Sponsor's Fee in respect of each Rebalance Date by reference to the Trust's NAV as of the related Determination Date. The Sponsor's Fee will be payable in U.S. dollars and will be deducted on a monthly basis in advance as of each Rebalance Date from the amounts on deposit in the Cash Account.

To pay the Sponsor's Fee, the Cash Custodian will withdraw from the cash on deposit in the Cash Account an amount of U.S. dollars equal to the Sponsor's Fee, determined as described above. Any Sponsor-Paid Expenses will be netted out of the Sponsor's Fee, and the Cash Custodian will, pursuant to the instruction of the Administrator, directly pay the recipients of such amounts. After netting such Sponsor-Paid Expenses, the Administrator shall instruct the Cash Custodian to pay the remaining amount of the Sponsor's Fee to the Sponsor. The Sponsor, from time to time, may waive all or a portion of the Sponsor's Fee in its sole discretion.

Sponsor-Paid Expenses

The following ordinary and recurring fees of the Trust will be paid by the Administrator out of the Sponsor's Fee: the Administrator Fee, the Gold Custodian Fee, the Cash Custodian Fee, the Transfer Agent Fee, the Representative Fee, the Trustee Fee, the Partnership Representative Fee, the Trust's audit fees (including any fees and expenses associated with tax preparation) and up to $100,000 per year of the Trust’s legal fees and expenses (the "Sponsor-Paid Expenses").

Additional Trust Expenses

The Trust is required to pay certain other fees and expenses that are not contractually assumed by the Sponsor, including, but not limited to, any fees and expenses associated with the Trust's monthly rebalancing between Physical Gold and cash, any other fees (including commissions and/or exchange fees) associated with the buying and selling of Physical Gold for the Trust, fees and expense reimbursements due to the Marketing Agent, the Trust's regulatory fees and expenses (including any filing, application or license fees), printing and mailing costs, costs of maintaining the Trust's website, the Trust’s legal fees and expenses to the extent they exceed $100,000 per year, any applicable license fees, extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust, taxes and governmental charges, extraordinary expenses (as described below) incurred by the Sponsor or any other Service Provider on behalf of the Trust, expenses of the Service Providers and any indemnification obligations of the Trust (collectively, "Additional Trust Expenses"). Extraordinary expenses are fees and expenses incurred not in the ordinary course of the Trust’s business or fees that are unexpected or unusual in nature, such as extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust, legal claims and liabilities, litigation costs, non-recurring expenses or costs incurred by the Sponsor or any other Service Provider on behalf of the Trust, or other unanticipated expenses.

Disposition of Trust Assets

The Administrator will direct the Cash Custodian to withdraw from the Cash Account on each Rebalance Date an amount of U.S. dollars sufficient to pay the Trust fees and expenses provided for in the Trust Agreement and pay such amount to the recipients thereof. Assuming that the Trust is treated as a partnership for U.S. federal income tax purposes, the transfer or sale of cash and/or Physical Gold to pay the Trust's expenses will be a taxable event for Shareholders. See "U.S. Federal Income Tax Considerations—Tax Consequences to U.S. Holders."

Because the Trust's assets will decrease as a consequence of the payment of the Sponsor's Fee or the sale of the Trust's assets to pay the Sponsor's Fee and/or any Additional Trust Expenses (and the Trust may incur additional fees associated with selling Physical Gold), the Trust's Assets will decline, the number of Physical Gold represented

by a Share will decline at such time and the NAV per Share will also decrease. Accordingly, the Shareholders will bear the cost of the Sponsor's Fee and any Additional Trust Expenses.

The Sponsor will also cause the sale of the Trust's assets if the Sponsor determines that sale is required by applicable law or regulation or in connection with the termination and liquidation of the Trust. The Sponsor will not be liable or responsible in any way for depreciation or loss incurred by reason of any sale of Physical Gold.

BOOK-ENTRY-ONLY SHARES

The Securities Depository; Book-Entry-Only System; Global Security

In accordance with the relevant provisions of the Trust Documents, the Trust's Shares will only be issued in book-entry-only form, so that individual certificates will not be issued for the Shares. Instead, one or more global certificates will be issued by the Trust, registered in the name of Cede & Co., as nominee for DTC, and deposited with the Transfer Agent on behalf of DTC. The global certificates will evidence all of the Shares outstanding at any time. The representations, undertakings and agreements made on the part of the Trust in the global certificates are made and intended for the purpose of binding only the Trust and not the Transfer Agent or the Sponsor individually.

As of the effective date of the registration statement of which this prospectus is a part, DTC will act as securities depository for the Shares. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of DTC Participants and to facilitate the clearance and settlement of transactions in such securities among the DTC Participants through electronic book-entry changes. This eliminates the need for physical movement of securities certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. DTC is expected to agree with and represent to the DTC Participants that it will administer its book-entry system in accordance with its rules and by-laws and the requirements of law.

Upon the settlement date of any creation, transfer or redemption of Shares, DTC will credit or debit, on its book-entry registration and transfer system, the amount of the Shares so created, transferred or redeemed to the accounts of the appropriate DTC Participants. The Transfer Agent will designate the accounts to be credited or debited in the case of creation, transfer or redemption of Shares.

Beneficial ownership of the Shares will be limited to DTC Participants, Indirect Participants and persons holding interests through DTC Participants and Indirect Participants. Owners of beneficial interests in the Shares will be shown on, and the transfer of ownership will be effected only through, records maintained by DTC (with respect to DTC Participants), the records of DTC Participants (with respect to Indirect Participants), and the records of Indirect Participants (with respect to Shareholders that are not DTC Participants or Indirect Participants).

Shareholders are expected to receive from or through the DTC Participant maintaining the account through which the Shareholder has purchased their Shares a written confirmation relating to such purchase.

Shareholders that are not DTC Participants may transfer the Shares through DTC by instructing the DTC Participant or Indirect Participant through which the Shareholders hold their Shares to transfer the Shares. Shareholders that are DTC Participants may transfer the Shares by instructing DTC in accordance with the rules of DTC. Transfers of Shares will be made in accordance with standard securities industry practice.

DTC may decide to discontinue providing its service with respect to the Shares by giving notice to the Transfer Agent and the Sponsor. Under such circumstances, the Sponsor in consultation with the Transfer Agent will find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, the Sponsor will act to terminate the Trust.

The rights of the Shareholders generally must be exercised by DTC Participants acting on their behalf in accordance with the rules and procedures of DTC. Because the Shares can only be held in book-entry form through DTC and DTC Participants, investors must rely on DTC, DTC Participants and any other financial intermediary through which they hold the Shares to receive the benefits and exercise the rights described in this section. Investors should consult with their broker or financial institution to find out about procedures and requirements for securities held in book-entry form through DTC.

REPORTS

Statements, Filings and Reports

At the end of each Business Day, the Sponsor, based on information received from the Administrator, shall post to the website www.wshares.com a trust report detailing the following items: the LBMA Gold Price, the value of the Physical Gold Holdings, the value of the Cash, the Trust's NAV, the Trust's NAV per Share and such other information required to be posted pursuant to the requirements of the Exchange. On the first Business Day after the Rebalance Date, the updated weight for the Physical Gold Component and the Cash Weighting for the Index are posted to the Trust's website.

After the end of each fiscal year, the Trust will cause to be prepared an annual report containing audited financial statements prepared in accordance with U.S. GAAP for the Trust. The annual report shall be filed with the SEC and the Exchange.

The Trust is responsible for the registration and qualification of the Shares under the federal securities laws and any other securities and blue sky laws of the United States or any other jurisdiction as the Trust may select. The Trust will also prepare, or cause to be prepared, and file any periodic reports or updates required under the Exchange Act.

The accounts of the Trust will be audited, as required by law, by independent registered public accountants selected by the Sponsor.

The Trust will file or cause to be filed tax returns and prepare, disseminate and file tax reports, as advised by its counsel or accountants and/or as required by any applicable statute, rule or regulation.

A website at www.wshares.com will be maintained for Shareholders that will contain the reports and financial statements set forth above. The website will generally be updated as of each Business Day by approximately 7:00 p.m. (New York City time).

Fiscal Year

The fiscal year of the Trust is the period ending December 31 of each year. The Sponsor may select an alternate fiscal year.

DESCRIPTION OF THE TRUST DOCUMENTS

Description of the Trust Agreement

The Trust Agreement establishes the authority of the Trust and the rights and duties of the Sponsor and the Trustee.

Duties of the Sponsor

The Sponsor's duties are defined and limited in scope by the express provisions of the Trust Agreement. The Sponsor organized the Trust and paid the organizational expenses. The Sponsor together with the Administrator, the Gold Custodian, the Cash Custodian, the Transfer Agent and their respective agents are generally responsible for the administration of the Trust under the provisions of their respective governing agreements. Some of the responsibilities of the Sponsor include (i) selecting the Trust's service providers and, from time to time, engaging additional, successor or replacement service providers, which shall also include negotiating each service provider agreement and related fees on behalf of the Trust, (ii) facilitating registration of the Shares in book-entry form to be held in the name of Cede & Co. at the facilities of DTC in consultation with the Transfer Agent, and (iii) performing such other services as the Sponsor believes the Trust may require.

Liability of the Sponsor

The Sponsor will not be liable to the Trust or any Shareholder or other person for any action or omission taken or omitted to be taken in good faith or for errors in judgment, except to the extent such action or omission taken or such error in judgment constitutes willful misconduct, bad faith or gross negligence in the performance of its duties.

The Sponsor and its affiliates, and their respective members, managers, directors, officers, employees, agents and affiliates, will be indemnified by the Trust and held harmless against any loss, judgment, liability, claim, suit, penalty, tax, cost, amount paid in settlement of any claims sustained by it and expense incurred by it arising out of or in connection with the performance of its obligations under the Trust Agreement and under any other agreement entered into by the Sponsor in furtherance of the administration of the Trust, including any costs and expenses incurred by the Sponsor in defending itself against any claim or liability in its capacity as Sponsor; provided that such loss was not the direct result of: (i) gross negligence, bad faith or willful misconduct on the part of the Sponsor; or (ii) reckless disregard of the Sponsor’s obligations and duties under the Trust Agreement. Any indemnifiable amounts payable to such indemnified person may be payable in advance or shall be secured by a lien on the Trust.

The Sponsor may undertake any action that it may deem necessary or desirable in respect of the Trust Agreement and the interests of the Shareholders and prosecute, defend, settle or compromise actions or claims at law or in equity that it considers necessary or proper to protect the Trust or the interests of the Shareholders, and in each case, the legal expenses and costs of any such actions shall be deemed Additional Trust Expenses for which the Sponsor shall be entitled to be reimbursed by the Trust.

Withdrawal or Insolvency of Sponsor

If there is an admission of bankruptcy by the Sponsor or the Sponsor is declared bankrupt or insolvent by a court of competent jurisdiction, then Shareholders (other than the Sponsor and its affiliates) holding at least fifty-one percent (51%) of the outstanding Shares of the Trust (not including Shares held by the Sponsor or its affiliates) may agree in writing to select, effective as of the date of such declaration, one or more successor sponsors within ninety (90) days of the date of such declaration.

Shareholders, other than the Sponsor and its affiliates, holding at least fifty-one percent (51%) of the outstanding Shares of the Trust (not including the Sponsor and its affiliates) may agree in writing to appoint one or more successor sponsors if the Sponsor has identified a qualified successor sponsor and given notice of its voluntary withdrawal to each Shareholder and the Trustee (each, a “Withdrawal Event”). The notice given by the Sponsor for a voluntary withdrawal must be given at least one hundred and twenty (120) days before the effective date of the withdrawal. Shareholders, other than the Sponsor and its affiliates, holding at least fifty-one percent (51%) of the

outstanding Shares of the Trust (not including the Sponsor and its affiliates) must agree in writing to appoint one or more successor sponsors within ninety (90) days of a Withdrawal Event.

The Trustee

The Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the DSTA that the Trust have at least one trustee with a principal place of business in the State of Delaware. The duties of the Trustee under the Trust Agreement are limited to (i) accepting legal process served on the Trust in the State of Delaware, (ii) the execution of any certificates required to be filed with the Secretary of State of the State of Delaware which the Trustee is required to execute under Section 2811 of the DSTA, and (iii) any other duties specifically allocated to the Trustee in the Trust Agreement.

Termination of the Trust

The Trust will dissolve if any of the following events occur:

•

Upon the withdrawal or the adjudication or admission of bankruptcy or insolvency of the Sponsor unless within ninety (90) days of such event, Shareholders holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its affiliates) agree in writing to continue the Trust and to select, effective as of the date of such event, one or more successor sponsors;

•

Shares are delisted from the Exchange and are not approved for listing on another national securities exchange within five (5) Business Days of their delisting;

•

The Trust becomes insolvent or bankrupt;

•

All of the Trust's assets are sold;

•

The SEC determines that the Trust is an investment company required to be registered under the Investment Company Act, and the Sponsor has made the determination that dissolution of the Trust is advisable;

•

Sixty (60) days have elapsed since DTC or another depository has ceased to act as depository with respect to the Shares, and the Sponsor has not identified another depository that is willing to act in such capacity;

•

After any Service Provider resigns or otherwise ceases to act in such capacity with respect to the Trust, and no replacement Service Provider is engaged, the Sponsor makes a determination that dissolution of the Trust is advisable; or

•

The Sponsor, in its sole discretion, determines for any other reason to dissolve the Trust.

The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Shareholder (as long as such Shareholder is not the sole Shareholder of the Trust) shall not result in the termination of the Trust, and such Shareholder, his estate, custodian or personal representative shall have no right to withdraw or value such Shareholder's Shares. Each Shareholder (and any assignee thereof) expressly agrees that in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive the furnishing of any inventory, accounting or appraisal of the assets of the Trust and any right to an audit or examination of the books of the Trust.

In respect of termination events that rely on the Sponsor’s determinations to terminate the Trust, the Sponsor may make any such determination in its sole discretion. To the extent that the Sponsor determines to continue operation of the Trust following a determination of a termination event, the Trust may be required to alter its operations to

comply with the termination event. In such case, the Sponsor shall not be liable for its determination of whether to continue or to terminate the Trust.

If the Trust is forced to liquidate, the Trust will be liquidated under the Sponsor's direction (or in the event there is no Sponsor or the Sponsor is adjudicated bankrupt or insolvent, under the direction of such person as the Shareholders holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its Affiliates) may propose and approve (the "Liquidating Trustee")). Any Liquidating Trustee that is appointed will have the same powers and limitations as applicable to the Sponsor, and the Liquidating Trustee will not have general liability for the acts, omissions, obligations and expenses of the Trust, as further discussed in the Trust Agreement. Upon termination of the Trust, following completion of winding up of its business, the Trustee shall cause a certificate of cancellation of the Trust's Certificate of Trust to be filed in accordance with applicable Delaware law. Upon the termination of the Trust, the Sponsor and the Trustee shall each be discharged from all obligations under the Trust Agreement except for their respective obligations that expressly survive termination of the Trust Agreement.

Compensation and Indemnification

The Trustee is entitled to receive compensation from the Trust for its services under the Trust Agreement as well as reimbursement of reasonable legal fees incurred in connection with consultation with its counsel pursuant to the indemnification provisions of the Trust Agreement; provided that such fees are not incurred as a result of the Trustee’s gross negligence, bad faith or willful misconduct.

The Trustee, its officers, affiliates, directors, employees and agents are entitled to indemnification from the Trust from and against any and all losses, claims, taxes, damages, reasonable expenses and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever to the extent that such losses arise out of or are imposed upon or asserted against the Trustee with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Trust Agreement or the transactions contemplated thereby. However, the Trust is not required to indemnify the Trustee for losses resulting from the Trustee’s willful misconduct, bad faith or gross negligence.

Resignation or Removal of the Trustee

The Trustee is permitted to resign upon at least sixty (60) days’ prior written notice to the Sponsor; provided, however, that such resignation is not effective unless and until a successor trustee has accepted its appointment as successor in writing. The Sponsor has the authority to remove the Trustee in its discretion by written notice delivered to the Trustee at any time. If the Trustee resigns and no successor trustee is appointed within sixty (60) days after the Trustee notifies the Sponsor of its resignation, the Trustee may petition a court of competent jurisdiction to appoint a successor.

Partnership Representative

The Trust Agreement provides that the Sponsor, its designee or any successor thereto, in its capacity as the “partnership representative" for the Trust, as such term is defined in Section 6223 of the Code (the “Partnership Representative”) shall act as the partnership representative for the Trust. The Partnership Representative has the power and authority granted to it under the Code and the Treasury Regulations, including (i) filing any forms and documents with the Internal Revenue Service and (ii) taking such other action as may from time to time be required under the Code or Treasury Regulations. The fees of the Partnership Representative (the “Partnership Representative Fee”) in the performance of its duties will be paid out of the Sponsor's Fee.

Governing Law

The Trust Agreement and the rights of the Sponsor, the Trustee and the Shareholders under the Trust Agreement are governed by the laws of the State of Delaware.

Description of the Gold Custody Agreement

The Gold Account is administered and maintained by the Gold Custodian on behalf of the Trust. Under the Gold Custodian Agreement, the Gold Custodian is responsible for administering and maintaining the Gold Account in which the Gold Custodian will hold Physical Gold, on an allocated or, in limited circumstances, on an unallocated basis, in the name of the Trust.

For a general description of the Gold Custodian's obligations, see the above section "The Gold Custodian."

Record Keeping

The Gold Custodian will prepare and provide reports relating to deposits into and withdrawals from the Gold Account and the account balance in the allocated and unallocated account in such form and with such frequency as required as required by applicable law and in accordance with the Gold Custodian's internal document retention policies (but not less than annually). The Gold Custodian will also maintain adequate records identifying the Physical Gold as being credited into the allocated Gold Account or unallocated Gold Account, as applicable, which shall include an itemized daily record in detail of all receipts and deliveries of Physical Gold.

Fees and Expenses

The Gold Custodian will be compensated by the Trust, for the Gold Custodian's Fee. In addition, the Trust shall reimburse the Gold Custodian for all reasonable costs, charges and expenses (including any relevant taxes, duties and legal fees) incurred by the Gold Custodian in connection with the performance of its duties and obligations under the Gold Custodian Agreement or otherwise in connection with the Gold Account.

Lien

Under the Gold Custodian Agreement, the Gold Custodian will have a general lien on the assets maintained in the Gold Account in order to satisfy each obligation, payment or liability owed by the Trust to the Gold Custodian. The Gold Custodian shall be entitled, without consent but with prior written notice to the Trust, to sell all or any of the Physical Gold held for the Trust in such manner and at such price as the Gold Custodian may deem appropriate. Where the Gold Custodian sells Physical Gold using this provision, the Gold Custodian shall apply the net proceeds of the sale in or towards payment or discharge of the relevant sum or liability as the Gold Custodian may think fit, but shall not be liable for any loss suffered by the Trust as result of such sale.

Termination

Either party may terminate the Gold Custodian Agreement by written notice (i) not less than forty-five (45) or sixty (60) business days (depending on whether the terminating party is the Trust or the Gold Custodian, respectively) prior to the date upon which such termination shall take effect, or (ii) immediately, if the other party is subject to a bankruptcy-type event.

Upon termination of the Gold Custodian Agreement, the Gold Custodian shall deliver the Physical Gold held by it under the Gold Custodian Agreement to a successor custodian designated by the Trust.

Liability and Indemnification

The Gold Custodian is both exculpated and indemnified under the Gold Custody Agreement. The Gold Custodian must act as a reasonable and prudent custodian in discharging its duties under the Gold Custody Agreement. The Gold Custodian will be liable for any losses or damages suffered by the Trustee as a direct result of the Gold Custodian's own negligence, willful default or fraud in the performance of its duties under the Gold Custody Agreement; provided, however, that the Gold Custodian’s liability will not exceed the aggregate market value of the Gold Account at the time of such negligence, willful default or fraud. Under the Gold Custody Agreement, the Gold

Custodian is not liable to the Trust for any for consequential loss, or loss of profit or goodwill, whether or not resulting from any negligence, willful default or fraud under the Gold Custody Agreement.

Under the Gold Custodian Agreement, the Gold Custodian is not liable to the Trust for any delay in performance, or for the non-performance of, any of the Gold Custodian’s obligations under the Gold Custodian Agreement for reasons outside of the Gold Custodian’s reasonable control, including any breakdown, malfunction or failure of, or in connection with, any communication, computer, transmission, clearing or settlement facilities, industrial action, acts and regulations of any governmental or supra national bodies or authorities, or the rules of any relevant regulatory or self-regulatory organization.

Under the Gold Custodian Agreement, the Trust agrees to indemnify and hold harmless the Gold Custodian from all costs, damages, liabilities, losses and expenses suffered or incurred, directly or indirectly, by the Gold Custodian in connection with the Gold Custodian Agreement; provided, however, that such indemnity shall not apply to the extent such sums are due directly to the Gold Custodian’s negligence, willful default or fraud.

Governing Law

The Gold Custodian Agreement is governed by the laws of England.

Description of the Cash Custody Agreement

Overview

The Cash Account is administered and maintained by the Cash Custodian on behalf of the Trust. Under the Cash Custodian Agreement, the Cash Custodian will be responsible for administering and maintaining the Cash Custodian Account in which the Cash Custodian will hold U.S. dollars in the name of the Trust.

Pursuant to the Cash Custody Agreement, the Cash Custodian will establish and maintain the Cash Account. The Trust will furnish the Cash Custodian with an authorized list of persons authorized to act on its behalf and provide instructions to the Cash Custodian. The Cash Custodian has no obligation to take any action unless and until it receives instructions from the Trust or an authorized person, provided that the Cash Custodian may, without instruction, take administrative and ministerial actions with respect to the Cash Account that it deems reasonably necessary or appropriate to perform its obligations under the Cash Custody Agreement including (i) receiving income and other payments due to the Cash Account, (ii) carrying out other corporate actions not requiring discretionary decisions, (iii) facilitating access by the Trust or its designee to ballots or online systems to assist it in voting of proxies received by the Cash Custodian for eligible securities’ positions held in the Cash Account, (iv) forwarding to the Trust information that it receives from depositories or sub-custodians concerning securities in the Cash Account, and (v) executing and delivering, solely in its capacity as Cash Custodian, certificates, documents or instruments incidental to its performance under the Cash Custody Agreement. Pursuant to the instruction of the Sponsor, the Cash Custodian deposits U.S. dollars into the Cash Account from amounts received on account of the sale of Physical Gold. The Cash Custodian withdraws U.S. dollars from the Cash Account at the instruction of the Administrator or the Sponsor to pay certain fees and expenses of the Trust, for the purpose of buying Physical Gold or settling redemption orders from Authorized Participants.

For a general description of the Cash Custodian's obligations, see the above section "The Cash Custodian."

Record Keeping

The Cash Custodian will maintain timely and accurate records relating to its activities under Cash Custody Agreement as required by applicable law and in accordance with the Cash Custodian's internal document retention policies.

Fees and Expenses

The Cash Custodian will make available to the Trust a monthly statement reflecting all transfers to or from the Cash Account during such month and all holdings in the Cash Account as of the last business day of such month.

Security Interest and Lien

Under the Cash Custodian Agreements, the Cash Custodian will have a lien on, and security interest in, the assets maintained in the Cash Account in order to satisfy each obligation or liability owed to the Cash Custodian. The Cash Custodian shall be entitled, with prior written notice to the Trust, to withhold delivery of any cash equivalents or U.S. dollars, sell, set-off, or otherwise realize upon or dispose of any such cash equivalents or U.S. dollars and to apply the money or other proceeds and any other monies credited to the Trust in satisfaction of such obligations and liabilities.

Termination

Either the Trust or the Cash Custodian may terminate the Cash Custodian Agreement by notice in writing, not less than ninety (90) days prior to the date upon which such termination shall take effect.

Upon termination of the Cash Custodian Agreement, the Cash Custodian will follow the Trust’s instructions concerning the transfer of custody of records, assets and other items; provided that (a) the Cash Custodian will have no responsibility or liability for shipping and insurance costs associated therewith and (b) full payment has been made to the Cash Custodian of its compensation, costs, expenses and other amounts to which it is entitled.

Liability and Indemnification

The Cash Custodian is both exculpated and indemnified under the Cash Custody Agreement. The Cash Custodian must exercise the standard of care and diligence that a professional custodian would observe in these affairs taking into account the prevailing rules, practices, procedures and circumstances in the relevant market in discharging its duties under the Cash Custody Agreement. The Cash Custodian will be liable for any direct damages associated with its failure to perform its obligations under the Cash Custody Agreement. Under the Cash Custody Agreement, the Cash Custodian is not liable to the Trust for any indirect, incidental, consequential, exemplary, punitive or special losses or damages, or any loss of revenues, profit or business opportunity arising out of or relating to the Cash Custody Agreement (whether or not foreseeable and even if the Cash Custodian has been advised of the possibility of such losses or damages).

The Cash Custodian shall not be liable for any failure or delay in the performance of its obligations under the Cash Custodian Agreement to the extent caused directly or indirectly by any event beyond the Cash Custodian’s reasonable control, including acts of God, strikes or other labor disputes, work stoppages, acts of war, terrorism, general civil unrest, governmental or military actions, legal constraint or the interruption, loss or malfunction of utilities or communications or computer systems. The Cash Custodian will promptly notify the Trust upon the occurrence of any such event and will use commercially reasonable efforts to minimize its effect.

Under the Cash Custodian Agreement, the Trust agrees to indemnify and hold harmless the Cash Custodian and its nominees from all losses, damages and expenses (including reasonable and documented attorneys' fees) incurred by the Cash Custodian arising out of or relating to its performance under Cash Custodian Agreement, except to the extent resulting from its failure to follow the contractual standard of care.

Governing Law

The Cash Custodian Agreement is governed by the laws of the State of New York.

Description of the Administration Agreement

Role of the Administrator

The Administration Agreement establishes the rights and responsibilities of the Administrator and the Trust with respect to the administration, valuation and computation accounting and financial reporting of the Trust. The responsibilities of the Administrator will include duties and obligations set forth in the Administration Agreement in

connection with (i) the Trust's payment of fees and expenses on each Rebalance Date, (ii) providing information to the Sponsor in order for the Sponsor to determine the monthly rebalancing of the Trust's holdings in Physical Gold and cash on each Rebalance Date, (iii) evaluating the Physical Gold Holdings and Cash, calculating the Trust's NAV and the NAV per Share and preparing daily reports, (iv) preparing, circulating and maintaining the Trust’s financial reporting production calendar, and (v) maintaining books and records on behalf of the Trust.

Term and Termination

The Administration Agreement will be in effect for an initial term of three (3) years from its effective date. The Administration Agreement automatically renews for additional one (1) year periods thereafter, unless terminated by the Trust or the Administrator on at least ninety (90) days’ prior written notice prior to the end of the initial term or a renewal term.

Either the Trust or the Administrator may terminate the Administration Agreement upon notice upon a material breach by the other party of the Administration Agreement after providing thirty (30) days’ notice of the breach. Either party may terminate the Administration Agreement immediately upon notice thereof to the other party upon the happening of certain events related to the other party’s bankruptcy or insolvency.

Liability and Indemnification

The Administrator is both exculpated and indemnified under the Administration Agreement.

Except as otherwise provided in the Administration Agreement, the Administrator shall exercise the standard of care and diligence that a professional service provider would observe in the provision of the services rendered pursuant to the Administration Agreement. The Administrator will not be liable for any costs, expenses, losses, charges, damages, liabilities or claims (including reasonable and documented attorneys’ and accountants’ fees) incurred by the Trust, except those costs, expenses, losses, charges, damages, liabilities or claims arising out of the Administrator’s own bad faith, gross negligence or willful misconduct. In no event shall the Administrator be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with the Administration Agreement, even if previously informed of the possibility of such damages and regardless of the form of action. The Administrator shall not be liable for any costs, expenses, losses, charges, damages, liabilities or claims (including reasonable and documented attorneys’ and accountants’ fees) resulting from, arising out of, or in connection with its performance thereunder, including its actions or omissions, the incompleteness or inaccuracy of any specifications or other information furnished by the Trust, or for delays caused by circumstances beyond the Administrator’s reasonable control and which adversely affect the performance by Administrator of its obligations and duties thereunder or by any other agent of the Administrator.

The Trust shall indemnify and hold harmless the Administrator from and against any and all costs, expenses, losses, charges, damages, liabilities or claims (including reasonable and documented attorneys’ and accountants’ fees), which are sustained or incurred by or which may be asserted against the Administrator, by reason of or as a result of any action taken or omitted to be taken by the Administrator or in reliance upon (i) any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed, (ii) the Trust’s offering materials or other documents provided to the Administrator (excluding information provided by the Administrator), (iii) any instructions from an authorized person of the Trust, or (iv) any written opinion of legal counsel for the Trust or the Administrator, or arising out of transactions or other activities of the Trust which occurred prior to the commencement of the Administration Agreement; provided however, that the Trust shall not indemnify Administrator for any losses arising out of Administrator’s own gross negligence, bad faith or willful misconduct in the performance of the Administration Agreement.

Governing Law

The Administration Agreement is governed by the laws of the State of New York.

Description of the Transfer Agency Agreement

Duties of the Transfer Agent

The Trust has entered into a Transfer Agency Agreement with the Transfer Agent. The Transfer Agency Agreement establishes the rights and responsibilities of the Transfer Agent with respect to crediting and debiting of Shares owned by holders of record and to disbursing of dividends. The Transfer Agent will (i) facilitate purchases and redemptions of Creation Units to be held in the name of DTC or its nominee, Cede & Co., at the facilities of DTC; (ii) prepare and transmit by means of DTC’s book-entry system payments on or with respect to the Shares declared by the Trust; (iii) maintain the record of the name and address of the Shareholder and the number of Shares issued by the Trust and held by the Shareholder; (iv) record the issuance of Shares of the Trust and maintain a record of the total number of Shares of the Trust which are outstanding, and, based upon data provided to it by the Trust, the total number of authorized Shares; (v) prepare and transmit to the Trust and the Administrator and to any applicable securities exchange information with respect to purchases and redemptions of Shares; (vi) extend the voting rights to the Shareholder for extension by DTC to DTC participants and the beneficial owners of Shares in accordance with policies and procedures of DTC for book-entry only securities; and (vii) maintain books and records related to its activities on behalf of the Trust. The Transfer Agent will also perform the customary services of a transfer agent including, but not limited to, maintaining the account of the Shareholder.

Term and Termination

The term of the Transfer Agency Agreement is three (3) years from the effective date and will automatically renew for additional one year terms unless either party provides written notice of termination at least ninety (90) days prior to the end of any initial or renewal term or, unless earlier terminated as provided therein.

Liability and Indemnification

Pursuant to the Transfer Agency Agreement, the Transfer Agent will not be responsible for, and the Trust will indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees, including, without limitation, those incurred by the Transfer Agent in a successful defense of any claims by the Trust, payments, expenses and liability which may be sustained or incurred by or which may be asserted against the Transfer Agent in connection with or relating to the Transfer Agency Agreement or the Transfer Agent’s actions or omissions with respect to the Transfer Agency Agreement, or as a result of acting upon any instructions reasonably believed by the Transfer Agent to have been duly authorized by the Trust or upon reasonable reliance of information or records given or made by the Trust.

The Transfer Agent will have no responsibility and will not be liable for any losses, except that the Transfer Agent will be liable to the Trust for direct money damages caused by its own gross negligence or willful misconduct or that of its employees, or its breach of any of its representations in the Transfer Agent Agreement. In no event will the Trust or the Transfer Agent be liable for special, indirect or consequential damages, regardless of the form of action and even if the same were foreseeable.

Governing Law

The Transfer Agency Agreement is governed by the laws of the State of New York.

Description of the Marketing Agent Agreement

Overview

Under the Marketing Agent Agreement, dated as of March 18, 2020, between the Marketing Agent and the Trust (the “Marketing Agent Agreement”), the Marketing Agent: (i) works with the Sponsor, the Trust, and the

Transfer Agent to facilitate the execution of Authorized Participant Agreements; (ii) works with the Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Transfer Agent; (iii) maintains copies of confirmations of Creation Unit creation and redemption order acceptances; (iv) maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent; (v) reviews and approves, prior to use, all Trust advertising, sales and marketing materials submitted to it for review for compliance with applicable SEC and FINRA rules, and files all such materials required to be filed with FINRA; (vi) makes available copies of the prospectus to Authorized Participants who have purchased Creation Units in accordance with the Authorized Participant Agreements and ensures that all direct requests by Authorized Participants for prospectuses are fulfilled; and (vii) maintains and reproduces when requested all applicable books and records related to the services provided pursuant to the Marketing Agent Agreement.

Liability and Indemnification

The Marketing Agent is indemnified by the Trust under the Marketing Agent Agreement for certain liabilities resulting from: (i) the Marketing Agent’s provision of services to the Trust in accordance with the terms and conditions of the Marketing Agent Agreement; (ii) the Trust’s breaches of any of its obligations, representations, warranties or covenants contained in the Marketing Agent Agreement; (iii) the Trust’s failure to comply in all material respects with any applicable laws, rules or regulations; or (iv) any claim that the prospectus, sales literature and advertising materials or other information filed or made public by the Trust (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading.

The Trust is indemnified by the Marketing Agent for certain liabilities resulting from: (i) the Marketing Agent’s breaches of any of its obligations, representations, warranties or covenants contained in the Marketing Agent Agreement; (ii) the Marketing Agent’s failure to comply in all material respects with any applicable laws, rules or regulations; or (iii) any claim that the prospectus, sales literature and advertising materials or other information filed or made public by the Trust (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with, information furnished to the Trust by the Marketing Agent in writing.

Neither party to the Marketing Agent Agreement shall be liable for any consequential, special or indirect losses or damages suffered by the other party, whether or not the likelihood of such losses or damages was known by the party.

Term and Termination

The Marketing Agent Agreement shall continue for two (2) years from the effective date, and if not terminated, shall continue automatically in effect for successive one-year periods. The Marketing Agent Agreement may be terminated, without penalty, upon thirty (30) days’ written notice by the Trust or ninety (90) days’ written notice by the Marketing Agent.

Governing Law

The Marketing Agent Agreement is governed by the laws of the State of New York.

Description of the Index Calculation Agreement

Overview

The Trust has entered into an index calculation agreement (the "Index Calculation Agreement") with the Index Calculation Agent governing the Trust's use of the Index. The Index Calculation Agreement establishes the rights and responsibilities of the Trust and the Index Calculation Agent with respect to the calculation and publication of the Index.

Standard of Care; Limitations of Liability under the Index Calculation Agreement

The Index Calculation Agent is obligated to use its best efforts to fulfill its obligations under the Index Calculation Agreement.

Under the Index Calculation Agreement, neither the Index Calculation Agent nor the Trust is liable to the other for indirect or consequential damages. Further, the Index Calculation Agent is not liable for losses incurred owing to force majeure, war and natural occurrences or other events for which it is not responsible (e.g. strikes, lock-outs, disruption to transport, orders issued by domestic and foreign authorities not caused by culpable conduct) or disruptions to technical installations such as the IT system which have not been caused by culpable conduct of the Index Calculation Agent. Force majeure also includes computer viruses or attacks on IT systems by hackers provided that the Index Calculation Agent has taken suitable precautionary measures and did not act in a grossly negligent manner in making the virus or hacker attack possible. Under the Index Calculation Agreement, the Index Calculation Agent will take commercially reasonable actions to remedy such force majeure events as promptly as practicable.

Fees and Expenses

The Trust will pay a fee to the Index Calculation Agent for the calculation, maintenance and dissemination of the Index from the commencement of the calculation of the Index (the “Index Calculation Agent Fee”).

Term and Termination of the Index Calculation Agreement

The Index Calculation Agreement shall have an indefinite term. Either the Trust or the Index Calculation Agent may terminate the Index Calculation Agreement for good cause as set forth in the Index Calculation Agreement. Good cause is deemed present if the other party to the Index Calculation Agreement is in breach of material contractual obligations and such breach is not cured within ten (10) days after written notice of such breach. The Trust may terminate the Index Calculation Agreement upon sixty (60) days’ prior written notice and the Index Calculation Agent may terminate the Index Calculation Agreement upon ninety (90) days’ prior written notice.

Governing Law

The Index Calculation Agreement is governed by the laws of Germany.

Description of the Representative Agreement

Overview

The Trust has entered into a Sponsor Representative Services agreement (the "Representative Agreement") with Exchange Traded Concepts, LLC (the “Representative”). Pursuant to the Representative Agreement, the Trust appointed the Representative to act as the Trust’s agent and attorney-in-fact for the purpose of performing certain operational functions, which include interacting with the Cash Custodian, the Gold Custodian, the Administrator, the Trustee and other Service Providers for the purpose of effecting the monthly rebalances of the Trust’s assets on each Rebalance Date, and effecting creations, redemptions, sales and other transactions on behalf of the Trust. The Representative is authorized, on behalf of the Trust, to make purchases and sales of Physical Gold as needed in order to track the performance of the Index. In executing Trust transactions and selecting brokers or dealers, the Representative shall act in accordance with the standard of care specified in the Representative Agreement.

Fees and Expenses

The Representative will be compensated by the Sponsor on behalf of the Trust with the Representative Fee. The Trust shall reimburse the Representative for all costs and expenses related to the Trust’s investments and operations to the extent such costs and expenses are initially paid by the Representative.

Term and Termination

The Representative Agreement continues to be in force when the Trust commences operations and for the duration of the Trust’s existence unless the agreement is earlier terminated as provided therein. Either party may terminate the Representative Agreement upon sixty (60) days’ written notice of termination to the other party. Either party may terminate the Representative Agreement immediately if the Sponsor is no longer the sponsor of the Trust.

Liability and Indemnification

Under the Representative Agreement, the Representative will not be responsible for, and the Trust will indemnify and hold the Representative harmless from and against, any loss, cost, damage or expense including, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, investigation or claim suffered or sustained by the Representative by reason of (i) trade errors or any acts or omissions, including, any action or omission or trade errors, arising out of, related to, or in connection with the Trust or any entity in which it has an interest or any investment made or held by the Trust, or the Representative Agreement, provided that such acts or omissions or trade errors upon which such actual or threatened action, proceeding or claim is based are not ultimately determined by a court or governmental body of competent jurisdiction to constitute fraud, bad faith, gross negligence, willful default, or a violation of a material provision of the Representative Agreement, or (ii) any trade errors, or acts or omissions, of any broker or agent of the Representative, provided that the selection, engagement or retention of such broker or agent was made with reasonable care.

Governing Law

The Representative Agreement is governed by the laws of the State of New York.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion, which constitutes the opinion of Seward & Kissel LLP, is a summary of the material U.S. federal income tax consequences to the Shareholders. This discussion is based upon the United States Internal Revenue Code of 1986, as in effect on the date hereof (the "Code") and the judicial decisions, Treasury Regulations and published revenue rulings and procedures in existence on the date hereof, all of which are subject to change, possibly with retroactive effect. In the event of a change in applicable tax law, neither the Trust nor the Sponsor is under any obligation to update this discussion.

This summary discusses U.S. federal income tax consequences of an investment in the Trust by beneficial owners who are United States persons and beneficial owners who are not United States persons. A United States person means an individual that is a citizen or resident of the U.S., a corporation (or other entity classified as a corporation for United States federal income tax purposes) created or organized under the laws of the U.S. or any state thereof or the District of Columbia, any estate (other than an estate the income from which, from sources outside the U.S. that is not effectively connected with a trade or business within the U.S., is not includible in its gross income for U.S. federal income tax purposes), or a trust if (i) a court within the U.S. is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) it has in effect a valid election to be treated as a U.S. person. A non-United States person means a person that is neither a United States person nor a partnership (or other entity classified as a partnership for United States federal income tax purposes).

This summary does not discuss all of the tax consequences that may be relevant to a particular investor or (unless otherwise indicated) to certain investors subject to special treatment under federal income tax laws, such as regulated investment companies, personal holding companies, controlled foreign corporations, passive foreign investment companies, U.S. persons whose “functional currency” is not the U.S. dollar, persons subject to Medicare contribution or alternative minimum tax, brokers or dealers in securities, bank and certain other financial institutions, insurance companies, persons required to recognize income no later than when such income is reported on an "applicable financial statement," persons subject to the “base erosion and anti-avoidance” tax, certain former citizens or residents of the United States, . This summary only applies to beneficial owners who hold Shares as capital assets. The tax consequences of an investment in the Trust may vary depending upon the particular circumstances of each prospective Shareholder. Accordingly, each prospective Shareholder should consult his own tax advisers with respect to the effect of an investment in the Trust on his personal tax situation and, in particular, the state and local and non-U.S. tax consequences to him of an investment in the Trust. This summary also does not discuss the tax consequences to an Authorized Participant who subscribes for or redeems Creation Units.

If a partnership or other entity classified as a partnership for United States federal income tax purposes holds Shares, the tax treatment of its partners generally will depend upon the status of the partner and the activities of the partnership. If you are a partner in a partnership holding Shares, you are encouraged to consult your own tax advisor regarding the tax consequences to you of the partnership's ownership of such Shares.

No assurance can be given that the Internal Revenue Service (the "IRS") (or other relevant taxing authority) or a court will agree with the tax consequences set forth below. Prospective investors are advised to consult their own tax advisers as to the U.S. federal, state and local and the non-U.S. tax consequences of an investment in the Trust.

U.S. Federal Income Taxation of the Trust and Shareholders that are United States Persons

Treatment of the Trust as a Partnership for U.S. Federal Income Tax Purposes. The Trust intends to be treated as a partnership for U.S. federal income tax purposes. To this end, the Trust intends to take the position for U.S. federal income tax purposes that it is a business entity and that it intends to make, or has made, a protective election to be treated as a partnership for U.S. federal income tax purposes. The Trust has been advised by its counsel, Seward & Kissel LLP, that as a partnership, the Trust will not be a taxable entity for U.S. federal income tax purposes. Instead, each partner will be required to take into account for each fiscal year, for purposes of computing his own income tax, his proportionate share of the items of taxable income or loss allocated to him pursuant to the Trust Agreement, whether or not any income is paid out to him. Such taxable income or loss will be required to be taken into account in the taxable year of the Shareholder in which the fiscal year of the Trust ends.

Under Section 7704 of the Code, a partnership that meets the definition of a "publicly traded partnership" may be taxable as a corporation. The Trust has been advised that it should not be treated as a "publicly traded partnership" taxable as a corporation. Such advice is based on the expectation that 90% or more of the Trust's gross income for each taxable year will consist of "qualifying income" as defined by Section 7704(d) of the Code, which term includes (among other items) interest (excluding certain amounts contingent on the income or profits of any person); income from trading commodities, if commodities trading is a primary purpose of the partnership; dividends; gain from the sale or other disposition of stock, securities, or foreign currencies; payments with respect to securities loans; and certain other income (including gains from options, futures, or forward contracts) derived from investments in stock, securities, or currencies. If it were determined that the Trust should be treated as a "publicly traded partnership" taxable as a corporation for federal income tax purposes (as a result of changes in the Code, Treasury Regulations or judicial interpretations thereof, a material adverse change in facts, or otherwise), the taxable income of the Trust would be subject to corporate income tax when recognized by the Trust; distributions of such income, other than in certain withdrawals of interests in the Trust, would be treated as dividend income when received by the Shareholders to the extent of the current or accumulated earnings and profits of the Trust; and Shareholders would not be entitled to report profits or losses realized by the Trust.

Limitations on the Deductibility of Losses and Expenses. The income, gains, losses and deductions of the Trust will not be from a "passive activity" within the meaning of Section 469 of Code, and therefore (i) the deduction by a Shareholder of his distributive share of the losses or deductions of the Trust will not be restricted under Code Section 469 and (ii) a Shareholder who is an individual will not be able to offset losses or deductions from "passive activities" against his share of income or gain of the Trust.

The Trust will be required each year to make the determination as to whether it will take the position for U.S. federal income tax purposes that it is (i) a trader in securities and commodities or, alternatively, (ii) an investor in securities and commodities. This determination will be made separately each year based primarily on the level of the Trust's securities and commodities trading activities during the particular year. Accordingly, the Trust's status as a trader or an investor may vary from year to year and is difficult to predict in advance. If the Trust is characterized as a trader, each partner who is an individual may deduct his share of expenses of the Trust under Code Section 162 as a business expense. Alternatively, if the Trust is characterized as an investor, the expenses of the Trust (including the Sponsor's Fee and any Additional Trust Expenses) would not deductible by an individual or trust for U.S. federal income tax purposes (including for purposes of computing the alternative minimum tax). Expenses connected with the marketing and issuance of Shares are not deductible.

Taxation of Investments. Generally, the gains and losses realized by the Trust on the sale of Physical Gold will be capital gains and losses. These capital gains and losses may be long-term or short-term, depending, in general, upon the length of time that the Trust maintains a particular investment position and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. Long-term capital gains may be subject to preferential tax rates in the hands of an individual Shareholder. Under current law, long-term capital gains recognized by individuals from the sale of “collectibles,” including gold bullion, are taxed at a maximum rate of 28%, rather than the 20% rate applicable to most other long-term capital gains. The deductibility of capital losses is subject to significant limitations.

In the case of non-corporate shareholders, for taxable years beginning after December 31, 2017 and before January 1, 2026, there is a 20% deduction for “qualified publicly traded partnership income” within the meaning of Section 199A(e)(5) of the Code. In general, “qualified publicly traded partnership income” for this purpose is an item of income, gain, deduction or loss that is effectively connected with a United States trade or business and includable income for the year, but does not include certain investment income. It is currently not expected that the Trust’s income will be eligible for such deduction because, although the matter is not free from doubt, the Trust believes that the activities directly conducted by the Trust will not result in the Trust being engaged in a trade or business within the United States. Potential investors should consult their tax advisors regarding the availability of such deduction for their allocable share of the Trust’s items of income, gain, deduction and loss.

Taxation of Sale, Exchange or Disposition of Shares. A Shareholder will recognize gain or loss on a sale of Shares equal to the difference between the amount realized and the Shareholder’s tax basis in the Shares sold. A

Shareholder’s amount realized will be measured by the sum of the cash or the fair market value of other property received by him in exchange for his Shares. Gain or loss recognized by a Shareholder on the sale or exchange of Shares generally will be taxable as capital gain or loss. Capital gain recognized by an individual on the sale of units held more than one year generally will be taxed at preferential tax rates. A portion of an individual Shareholder’s capital gain will likely be allocable to “collectibles” including Physical Gold owned by the Trust. Any capital gain attributable to the Trust’s appreciated Physical Gold will be treated as collectibles gain and taxed at a maximum rate of 28% rather than the 20% rate applicable to most other long-term capital gains. The deductibility of capital losses is subject to significant limitations.

Under Section 754 of the Code, the Trust may elect to adjust the tax basis of its property upon the transfer of a partnership interest (including by reason of death). If such an election were made, then the tax basis of a purchaser of Shares in the Trust’s assets (or inside basis) would reflect the purchaser’s purchase price. This may result in such a Shareholder realizing less gain or more loss upon a disposition of assets by the Trust. Any such election, once made, cannot be revoked without the consent of the IRS.

Tax Shelter Regulations. The IRS has released final Treasury Regulations expanding previously existing information reporting, record maintenance and investor list maintenance requirements with respect to certain "tax shelter" transactions (the "Tax Shelter Regulations"). The Tax Shelter Regulations may potentially apply to a broad range of investments that would not typically be viewed as tax shelter transactions, including investments in investment partnerships. Under the Tax Shelter Regulations, if the Trust engages in a "reportable transaction," the Trust and, under certain circumstances, its Shareholders may be required to (i) retain all records material to such "reportable transaction"; (ii) complete and file IRS Form 8886, "Reportable Transaction Disclosure Statement" as part of its U.S. federal income tax return for each year it participates in the "reportable transaction"; and (iii) send a copy of such form to the IRS Office of Tax Shelter Analysis at the time the first such tax return is filed. The scope of the Tax Shelter Regulations may be affected by further IRS guidance. Non-compliance with the Tax Shelter Regulations may involve significant penalties and other consequences. Each investor should consult its own tax advisers as to its obligations under the Tax Shelter Regulations.

Tax Audits. Under current partnership audit provisions of the Code, if it is determined that the Trust underreported income in a prior year (the "reviewed year"), the Trust would have the option either to (i) have the Trust itself pay any tax due in the "adjustment year" (generally, the year in which the adjustment becomes final) or (ii) make a so-called “push-out election” and issue statements to the Shareholders for the reviewed year, which statements would indicate each Shareholder's share of the adjustment. The Sponsor will have the authority to make this determination on behalf of the Trust. If the Trust chooses the first option, a Shareholder may bear the economic burden for taxes that accrued before such investor acquired shares in the Trust or in a different amount due to the Shareholders' varying interests in the Trust during the period to which such taxes related. If the Trust chooses the second option, each Shareholder's tax for the taxable year which includes the date the statement was furnished would be increased by the adjustment amount, subject to various adjustments. In either case, interest (and possibly penalties) also would apply.

U.S. Tax Exempt Shareholders. Assuming a U.S. tax-exempt shareholder does not borrow money or otherwise utilize leverage in connection with its acquisition of Shares in the Trust, any income from the Trust or gain on the sale, exchange or other disposition of Shares by a U.S. tax-exempt shareholder should not constitute "unrelated debt-financed income" as defined in Code Section 514 or "unrelated business taxable income" as defined in Code Section 512 to the U.S. tax-exempt shareholder.

The tax consequences of an investment in the Trust may vary depending upon the particular circumstances of each prospective investor. Accordingly, each prospective investor should consult his own tax advisers with respect to the effect of an investment in the Trust on his personal tax situation and, in particular, the state and local tax consequences to him of an investment in the Trust.

U.S. Federal Income Tax Considerations of Shareholders that are Non-United States Persons

U.S. Trade or Business Considerations. Special tax considerations apply to Shareholders that are non-United States persons and that do not hold their Shares in connection with the conduct of a trade or business within the United States ("Foreign Shareholders"). A Foreign Shareholder generally will not be deemed to be engaged in a trade or business in the United States solely as a result of his investment in the Trust if, as is expected, the Trust's activities

consist solely of trading Physical Gold. Trading commodities for one's own account will not constitute a U.S. trade or business if the commodities being traded are of a kind that are customarily dealt in on an organized commodities exchange. Accordingly, a Foreign Shareholder generally should not be subject to any U.S. federal income tax on his share of the Trust's capital gains and generally should not be subject to any U.S. federal income tax on gain realized upon the sale or other disposition of his Shares in the Trust.

Withholding on U.S. Source Interest. Certain U.S. source income (including dividends and certain types of interest) paid to non-U.S. persons is subject to a thirty percent (30%) withholding tax.

FATCA. Under the Foreign Account Tax Compliance Act ("FATCA") provisions of the Hiring Incentives to Restore Employment Act (the "HIRE Act"), a Foreign Shareholder that is an entity generally will be required to provide to the Trust information which identifies the Foreign Shareholder's direct and indirect U.S. ownership. Any such information provided to the Partnership may be shared with the IRS. Further, a Foreign Shareholder that is a "foreign financial institution" within the meaning of Code Section 1471(d)(4) must disclose certain information about its U.S. account holders and equity holders pursuant to either an agreement with the IRS or an intergovernmental agreement or otherwise claim an exemption. A Foreign Shareholder who fails to comply with the HIRE Act would be subject to a thirty percent (30%) withholding tax with respect to its share of U.S. source dividend and certain U.S. source interest income. Temporary Treasury regulations have delayed the implementation of the withholding provisions of FATCA applicable to gross proceeds from the sale of property that could produce U.S. source dividends or U.S. source interest income. Foreign Shareholders should consult their own tax advisors regarding the possible implications of the HIRE Act on their investments in the Trust.

Foreign Taxes. A Foreign Shareholder may be subject to tax on his share of the Trust's income and gain in his country of nationality, residence or elsewhere. It is possible that a Foreign Shareholder may be able to credit all or a portion of his United States taxes paid (if any) against his income tax liability in his home jurisdiction.

U.S. Estate Tax Considerations. An individual Foreign Shareholder who owns directly Shares on his date of death could be subject to United States estate tax with respect to such Shares.

Information Reporting. A Foreign Shareholder will be required to provide the Trust (or its agent) with an applicable IRS Form W-8. The annual information return that the Trust will file with the IRS will include a schedule setting forth certain information about the Foreign Shareholder, including the Foreign Shareholder's name, address and share of the Trust's income or loss.

Foreign Shareholders should consult their own tax advisors as to the tax consequences to them of an investment in the Trust, including the possible applicability of any treaty provisions, withholding taxes and reporting requirements.

ERISA AND RELATED CONSIDERATIONS

The following is a summary of certain considerations associated with the purchase of the Shares by (i) employee benefit plans that are subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) plans, individual retirement accounts ("IRAs") and other arrangements that are subject to Section 4975 of the Code, (iii) entities whose underlying assets are considered to include "plan assets" of such employee benefit plans, plans, accounts and arrangements (each such employee benefit plan, plan, account, arrangement or entity, an "ERISA Plan"), and (iv) plans that are subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are substantially similar to such provisions of ERISA or the Code ("Similar Law") and entities whose underlying assets are considered to include "plan assets" of any such plans (each such plan or entity, an "Other Plan").

ERISA and Section 4975 of the Code impose certain requirements on ERISA Plans and on persons who are fiduciaries with respect to the investment of assets treated as "plan assets" of an ERISA Plan. In contemplating an investment of a portion of an ERISA Plan's assets in the Shares, the plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and circumstances of the ERISA Plan, the "Risk Factors" discussed above and whether such investment is consistent with its fiduciary responsibilities, including, but not limited to: (i) whether the fiduciary has the authority to make the investment under the appropriate governing plan instrument; (ii) whether the investment would constitute a direct or indirect non-exempt prohibited transaction with a party in interest or disqualified person; (iii) the ERISA Plan's funding objectives; and (iv) whether, under the general fiduciary standards of prudence and diversification, such investment is appropriate for the ERISA Plan, taking into account, among other things, the overall investment policy of the ERISA Plan, the composition of the ERISA Plan's investment portfolio and the ERISA Plan's need for sufficient liquidity to pay benefits when due. By acquiring a Share, each purchaser and transferee that is subject to Title I of ERISA or Section 4975 of the Code (and its fiduciary, if applicable) is deemed to represent and warrant that the acquisition and holding of the Shares (or interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

Other Plans, including governmental plans, certain church plans and non-U.S. plans, may not be subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, but fiduciaries investing the assets of Other Plans may be subject to substantially similar rules under Similar Law. Accordingly, fiduciaries to Other Plans considering an investment in the Shares on behalf of an Other Plan should consider whether an investment in Shares is consistent with their fiduciary responsibilities under applicable Similar Law. By acquiring a Share, each purchaser and transferee that is an Other Plan (and its fiduciary, if applicable) is deemed to represent and warrant that the acquisition and holding of the Shares (or interest therein) will not violate Similar Law.

IRAs and participant-directed accounts under tax-qualified retirement plans may be limited in the types of investments they may be able to make under the Code and/or under the governing documents and operations of the IRA or plan. Potential purchasers of the Shares that are IRAs or participant-directed accounts under a Code Section 401(a) plan should consult with their own advisors as to their ability to purchase the Shares and the consequences (including tax consequences) of any purchase of the Shares.

Under the Department of Labor's regulations at § 2510.3-101, as modified in application by Section 3(42) of ERISA (the "Plan Asset Regulations"), if an ERISA Plan invests in an equity interest of an entity that is "a publicly-offered security," the ERISA Plan's assets will include its investment in the entity, but do not, solely by reason of that investment, include any of the underlying assets of the entity. Accordingly, when an ERISA Plan invests in a "publicly-offered security" that represents an equity interest in an entity, that entity will not be deemed to hold any of that investor's "plan assets" subject to ERISA, and a party managing the assets of such entity will not be subject to the fiduciary responsibility and prohibited transaction rules of ERISA and Section 4975 of the Code in connection with that ERISA Plan's investment in the entity. Under the Plan Asset Regulations, an "equity interest" is any interest in an entity other than an instrument that is treated as indebtedness under applicable local law, and a beneficial interest in a trust is considered an equity interest. A "publicly-offered security" is a security that is freely transferable, part of a class of securities that is widely held, and is either (i) part of a class of securities registered under section 12(b) or 12(g) of the Exchange Act or (ii) sold to the plan as part of an offering of securities to the public pursuant to an effective registration statement under the Securities Act and the class of securities of which such security is a part is registered under the Exchange Act within one-hundred and twenty (120) days (or such later time as may be allowed

by the SEC) after the end of the fiscal year of the issuer during which the offering of such securities to the public occurred. Whether a security is "freely transferable" is a factual question determined on the basis of facts and circumstances. A class of securities is "widely-held" if it is a class of securities that is owned by one-hundred (100) or more investors independent of the issuer and of one another. The issuer expects that the above requirements will be satisfied and the Shares will be "publicly-offered securities" within the meaning of the Plan Asset Regulations.

EACH PLAN FIDUCIARY CONSIDERING ACQUIRING SHARES MUST CONSULT WITH ITS OWN LEGAL AND TAX ADVISERS BEFORE DOING SO. AN INVESTMENT IN THE TRUST IS SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. THE TRUST IS NOT INTENDED AS A COMPLETE INVESTMENT PROGRAM.

PLAN OF DISTRIBUTION

Authorized Participants

The Trust issues Shares in Creation Units to Authorized Participants continuously on the creation order settlement date by 4:00 p.m. (New York City time) on the Business Day immediately following the date on which a valid order to create a Creation Unit is accepted by the Trust. The creation or redemption will be at the NAV of 10,000 Shares on the creation order date. Upon submission of a creation order, the Authorized Participant may request the Sponsor to agree to a creation order settlement date up to two Business Days after the creation order date.

Authorized Participants may offer to the public, from time to time, Shares from any Creation Units they create. Shares offered to the public by Authorized Participants will be offered at a per Share offering price that will vary depending on, among other factors, the trading price of the Shares on the Exchange, the NAV per Share and the supply of and demand for the Shares at the time of the offer. Shares initially comprising the same Creation Unit but offered by Authorized Participants to the public at different times may have different offering prices. The excess, if any, of the price at which an Authorized Participant sells a Share over the price paid by such Authorized Participant in connection with the creation of such Share in a Creation Unit may, depending upon the facts and circumstances, be deemed to be underwriting compensation by the FINRA Corporate Financing Department. Authorized Participants will not receive from the Trust, the Sponsor or any of their affiliates, any fee or other compensation in connection with their sale of Shares to the public, although investors are expected to be charged a commission by their brokers in connection with purchases of Shares that will vary from investor to investor. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

The Trust has entered into the Marketing Agent Agreement with the Marketing Agent to assist the Sponsor with certain functions and duties relating to distribution and marketing, including reviewing and approving marketing materials. In consideration for the services provided by the Marketing Agent, the Trust pays the Marketing Agent the annual asset-based fee discussed below and reimburses the Marketing Agent for actual costs associated with the performance of such services. See also “Description of the Trust Documents—Description of the Marketing Agent Agreement.”

As of the date of this prospectus, each of Merrill Lynch Professional Clearing Corp. and [ ] has executed an Authorized Participant Agreement and [are] the only Authorized Participant[s].

Likelihood of Becoming a Statutory Underwriter

The Trust issues Shares in Creation Units to Authorized Participants from time to time in exchange for cash. Because new Shares can be created and issued on an ongoing basis at any point during the life of the Trust, a “distribution,” as such term is used in the Securities Act, may occur at any point. An Authorized Participant, other broker-dealer firm or its client may be deemed a statutory underwriter, and thus may be subject to the prospectus-delivery and liability provisions of the Securities Act, if it purchases a Creation Unit from the Trust, breaks the Creation Unit down into the constituent Shares and sells the Shares to its customers; or if it chooses to couple the creation of a supply of new Shares with an active selling effort involving solicitation of secondary market demand for the Shares. A determination of whether one is an underwriter must take into account all the facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case, and the examples mentioned above should not be considered a complete description of all the activities that would lead to categorization as an underwriter. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities may result in their being deemed participants in a distribution, under certain interpretations of applicable law, in a manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act.

Dealers who are neither Authorized Participants nor “underwriters” but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of section 4(a)(3)(C) of the Securities Act, would be unable to take advantage of the prospectus delivery exemption provided by section 4(a)(3) of the Securities Act.

Summary of Items of Value Paid Pursuant to FINRA Rule 2310


Nature of Payment	Recipient	Payor	Amount of Payment	Services Provided
Selling Commission	Authorized Participants	Shareholders	No greater than 2% of the gross offering proceeds.	Brokering purchases and sales of the Shares and creating and redeeming Creation Units.
Marketing Services Fee	Marketing Agent	Trust	A range from 0.005% - 0.01% per annum of the Trust’s assets during each year calculated in U.S. dollars; subject to an annual minimum fee based on the total number of funds, at $15,000 per fund, and not to exceed 7.5% of the gross offering proceeds.	Works with the Sponsor, the Trust, and the Transfer Agent to facilitate the execution of Authorized Participant Agreements; reviews all proposed advertising materials and sales literature and files with appropriate regulators; reviews and accepts creation and redemption orders from Authorized Participants; and provides other ancillary services related to the Marketing Agent services.
Advertising Compliance Review	Marketing Agent	Trust	$125 per communication piece for the first 10 pages, $10 per page thereafter. $600 per communication piece requiring expedited review (within 24 hours) for the first 10 pages, $25 per page thereafter.	See above.
Additional Marketing Agent Fees and Expense Reimbursements	Marketing Agent	Trust	Various one-time setup and fixed fees and out-of-pocket expense reimbursements, not to exceed 0.5% of the gross offering proceeds.	See above.

For additional details, see below.

General

Retail investors may purchase and sell Shares through traditional brokerage accounts. Investors who purchase Shares through a commission/fee-based brokerage account may pay commissions/fees charged by the brokerage account. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

Investors intending to create or redeem Creation Units through Authorized Participants in transactions not involving a broker-dealer registered in such investor’s state of domicile or residence should consult their legal advisor regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption.

The Sponsor has agreed to indemnify certain parties against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that such parties may be required to make in respect of those liabilities. The Trustee has agreed to reimburse such parties, solely from and to the extent of the Trust’s assets, for indemnification and contribution amounts due from the Sponsor in respect of such liabilities to the extent the Sponsor has not paid such amounts when due.

The offering of Creation Units is being made in compliance with FINRA Rule 2310. Accordingly, the Authorized Participants will not make any sales to any account over which they have discretionary authority without the prior written approval of a purchaser of Shares. The maximum amount of items of value to be paid to FINRA Members in connection with the offering of the Shares by the Trust will not exceed 10% of the gross offering proceeds of the Shares.

The Authorized Participants will not charge a commission of greater than 2% of the gross offering proceeds of the offering.

The Marketing Agent will be paid a marketing services fee and other fees by the Trust. The Marketing Agent Agreement provides for the Marketing Agent to be paid an ongoing fee in the range of 0.005% – 0.01% of the Trust’s assets per year, plus various fixed fees and expense reimbursements.

The Marketing Agent will monitor compensation received from the Trust to determine if the payments described hereunder must be limited, when combined with selling commissions charged and any price spreads realized by other FINRA members, in order to comply with the 10% limitation on total underwriters’ compensation pursuant to FINRA Rule 2310.

The Shares will be listed on the Exchange under the ticker symbol "WGLD".

LEGAL MATTERS

The validity of the Shares will be passed upon for the Sponsor by Seward & Kissel LLP.

EXPERTS

The financial statement of the Trust as of December 9, 2020, have been included herein in reliance upon the report of Citrin Cooperman & Company, LLP, an independent registered public accounting firm, appearing elsewhere herein, and in reliance upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

The Sponsor has filed on behalf of the Trust a registration statement on Form S-1 with the SEC under the Securities Act. This prospectus does not contain all of the information set forth in the registration statement (including the exhibits to the registration statement), parts of which have been omitted in accordance with the rules and

regulations of the SEC. For further information about the Trust or the Shares, please refer to the registration statement, which you may inspect online at www.sec.gov.

Information about the Trust and the Shares can also be obtained from the Trust’s website, which will be located at www.wshares.com. The Trust’s website address is only provided here as a convenience to you and the information contained on the website is not part of this prospectus or the registration statement of which this prospectus is part.

The Trust is subject to the informational requirements of the Exchange Act and the Sponsor, on behalf of the Trust, will file quarterly and annual reports and other information with the SEC.

EXHIBIT A: INDEX OF DEFINED TERMS

In this prospectus, each of the following quoted terms has the meanings set forth after such term:

"Additional Trust Expenses"— Certain other fees and expenses that are not contractually assumed by the Sponsor, including but not limited to any fees and expenses associated with the Trust's monthly rebalancing between Physical Gold and cash, any other fees (including commissions and/or exchange fees) associated with the buying and selling of Physical Gold, fees and expense reimbursements due to the Marketing Agent, the Trust's regulatory fees and expenses (including any filing, application or license fees), printing and mailing costs, costs of maintaining the Trust's website, the Trust’s legal fees and expenses to the extent they exceed $100,000 per year, any applicable license fees, extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust, taxes and governmental charges, extraordinary expenses incurred by the Sponsor or any other Service Provider on behalf of the Trust, expenses of the Service Providers and any indemnification obligations of the Trust. Extraordinary expenses are fees and expenses incurred not in the ordinary course of the Trust’s business or fees that are unexpected or unusual in nature, such as extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust, legal claims and liabilities, litigation costs, non-recurring expenses or costs incurred by the Sponsor or any other Service Provider on behalf of the Trust, or other unanticipated expenses.

“Administration Agreement”—The Fund Administration and Accounting Agreement, dated as of November 25, 2020, between the Trust and the Administrator.

"Administrator" — The Bank of New York Mellon together with its permitted successors and assigns.

"Administrator Fee"—The fee payable to the Administrator for services it provides to the Trust, which the Sponsor shall pay the Administrator as a Sponsor-Paid Expense.

"Auditor"— Citrin Cooperman & Company LLC.

“Authorized Participant” — An entity that is: (1) a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions; (2) a participant in the DTC; and (3) a party to an Authorized Participant Agreement.

“Authorized Participant Agreement”—An agreement by and among the Trust, the Sponsor and an entity that is: (1) a registered broker-dealer or other securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer to engage in securities transactions; and (2) a participant in the DTC, which permits that entity to purchase or redeem Creation Units with the Trust.

“Baskets”—The Trust’s cash exchanged with Authorized Participants for Creation Units.

"Book-Entry System"—The Book-Entry System of the DTC.

"Business Day"— Any day other than (i) a Saturday or a Sunday on which the Exchange is scheduled to be open for business, and, in respect of any action to be taken by the Trustee, on which the Trustee is scheduled to be open for business, or (ii) for purposes of the creation and redemption process, a day on which banking institutions in the United Kingdom are authorized or permitted by law to close or a day on which the London gold market is closed; or (iii) a day on which banking institutions in the United Kingdom are authorized or permitted to be open for less than a full day or the London gold market is open for trading for less than a full day and transaction procedures required to be executed or completed before the close of the day may not be so executed or completed.

"Cash"—The value of U.S. dollars held by the Trust.

"Cash Account"—The Cash Account maintained by the Trust at the Cash Custodian pursuant to the Cash Custodian Agreement.

"Cash Component"— A notional component of the Index representing cash.

"Cash Custodian"— The Bank of New York Mellon together with its permitted successors and assigns.

"Cash Custodian Agreement"—The Custody Agreement between the Trust and the Cash Custodian which sets forth the obligations and responsibilities of the Cash Custodian in respect of the safekeeping of the Trust's cash, as the same may be amended from time to time.

"Cash Custodian Fee"—Fee payable to the Cash Custodian for services it provides to the Trust, which the Sponsor shall pay to the Cash Custodian as a Sponsor-Paid Expense.

"Cash Weighting"—The cash weighting of the Index to the extent that the Index is not represented by Physical Gold.

"CEA"—Commodity Exchange Act of 1936, as amended.

“Cede & Co.”—The name in which certain shares may be held on the books of DTC.

"CFTC"—The U.S. Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option markets in the United States.

"Clearing Trust Agency"—Any clearing agency or similar system other than the Book-Entry System.

“Creation Unit”— Blocks of 10,000 Shares that the Trust issues to and redeems from Authorized Participants.

"DSTA"—The Delaware Statutory Trust Act, as amended.

"DTC"—The Depository Trust Company. DTC is a limited purpose trust company organized under New York law, a member of the U.S. Federal Reserve System and a clearing agency registered with the SEC. DTC will act as the securities depository for the Shares.

"DTC Participant"—A direct participant in DTC, such as a bank, broker, dealer or trust company.

"ERISA"—Employee Retirement Income Security Act of 1974, as amended.

“ETF”—Exchange-traded fund.

"Evaluation Time"—Each Business Day at 4:00 p.m., Eastern time, or as soon thereafter as practicable.

"Exchange"—NYSE Arca, Inc.

"Exchange Act"—The Securities Exchange Act of 1934, as amended.

"FINRA"—The Financial Industry Regulatory Authority, Inc., which is the primary regulator in the United States for broker-dealers.

"Foreign Shareholders"—Shareholders that are not United States persons and that do not hold their Shares in connection with the conduct of a trade or business within the United States.

"GAAP"—The U.S. generally accepted accounting principles.

"Gold Account"—The account for Physical Gold maintained by the Gold Custodian on behalf of the Trust.

"Gold Custodian"—JPMorgan Chase Bank, N.A. together with its permitted successors and assigns.

"Gold Custodian Agreement"— The precious metal accounts agreements between the Trust and the Gold Custodian relating to Physical Gold held on an allocated and unallocated basis, which set forth the obligations and responsibilities of the Gold Custodian in respect of the safekeeping of the Trust's Physical Gold, as the same may be amended from time to time.

"Gold Custodian Fee"—Fee payable to the Gold Custodian for services it provides to the Trust, which the Sponsor shall pay to the Gold Custodian as a Sponsor-Paid Expense.

"HIRE Act"—The Hiring Incentives to Restore Employment Act.

“IIV”—the Intraday Indicative Value of the Index.

"Index"—The Wilshire Gold Indexas calculated and published by the Index Calculation Agent.

“Index Business Day” means each day on which the Exchange is open.

"Index Calculation Agent"— Solactive AG together with its permitted successors and assigns.

"Index Calculation Agreement"— The Agreement on Index Calculation between the Index Calculation Agent and the Trust governing the Trust's use of the Index and the Index Calculation Agent's duties and obligations, as the same may be amended from time to time.

"Index Calculation Agent Fee"— The fee payable to the Index Calculation Agent for the calculation, maintenance and dissemination of the Index from the commencement of the calculation of the Index.

"Indirect Participants"—Those banks, brokers, dealers, trust companies and others who maintain, either directly or indirectly, a custodial relationship with a DTC Participant.

"Internal Revenue Code"—Internal Revenue Code of 1986, as amended.

"Investment Advisers Act"—Investment Advisers Act of 1940, as amended.

"Investment Company Act"—Investment Company Act of 1940, as amended.

"IRA"—An individual retirement account provided for under Section 408(m) of the Code.

"IRS"—The U.S. Internal Revenue Service, a bureau of the U.S. Department of the Treasury.

"JOBS Act"—The Jumpstart our Business Startups Act of 2012.

"LBMA Gold Price"—The price of Physical Gold that is based on the LBMA daily auctions.

"LBMA Gold Price AM"—The price of Physical Gold that is based on the LBMA daily morning auction.

"LBMA Gold Price PM"—The price of Physical Gold that is based on the LBMA daily afternoon auction.

“Liquidating Trustee”—The person proposed and approved by the Shareholders holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its affiliates) to facilitate the liquidation of the Trust under the circumstances described in and pursuant to the terms of the Trust Agreement.

“Marketing Agent”—Foreside Fund Services, LLC and its permitted successors and assigns.

“Marketing Agent Agreement”—The Marketing Agent Agreement, dated as of March 18, 2020, between the Trust and the Marketing Agent for certain services in connection with the creation and redemption of Shares of the Trust.

"NAV"—Net asset value.

"NAV per Share"—The net asset value per Share.

"Partnership Representative" — means the Sponsor, its designee or any successor thereto in its capacity as the “partnership representative” for the Trust, as such term is defined in Section 6223 of the Code, and includes the “designated individual” described in Treasury Regulation section 1.6223-1(b). Initially, the Partnership Representative shall be Corporation Service Company, a Delaware Corporation.

"PCAOB"—the Public Company Accounting Oversight Board.

"Physical Gold Component"—A notional component of the Index representing Physical Gold.

“Rebalance Date”—The last Business Day of each month.

"Record Date"—With respect to any vote of Shareholders pursuant to the Trust Agreement, the date established by the Sponsor or the Liquidating Trustee, in consultation with the Transfer Agent, as applicable, for determining who is a Shareholder entitled to such voting right.

“Representative”—Exchange Traded Concepts, LLC, an Oklahoma limited liability company, in its capacity as Sponsor Representative, together with its permitted successors and assigns.

"Representative Fee"—Fee payable to the Representative for services it provides to the Trust, which the Sponsor shall pay to the Representative as a Sponsor-Paid Expense.

“RIC”—Reuters instrument code.

"Sarbanes-Oxley Act"—The Sarbanes-Oxley Act of 2002.

"SEC"—The U.S. Securities and Exchange Commission.

"Securities Act"—The Securities Act of 1933, as amended.

"Service Providers"—Collectively, the Administrator, the Auditor, the Physical Gold Custodian, the Cash Custodian, the Index Calculation Agent, the Partnership Representative, the Transfer Agent, the Representative, the Marketing Agent, and the Trustee.

"Shareholder"—The person in whose name a Share is registered on the books and records of the Trust by the Transfer Agent, which in the case of any Share which is held through DTC, shall be DTC or its nominee, as applicable.

"Shares"—Common units of fractional undivided beneficial interest in, and ownership of, the Trust.

"Sponsor"—Wilshire Phoenix Funds LLC.

"Sponsor-Paid Expense(s)"—The Administrator Fee, the Gold Custodian Fee, the Cash Custodian Fee, the Transfer Agent Fee, the Representative Fee, the Trustee Fee, the Index Calculation Agent Fee, the Partnership Representative Fee, the Trust's audit fees (including any fees and expenses associated with tax preparation) and up to $100,000 per year of the Trust’s legal fees and expenses.

"Sponsor's Fee"—The Sponsor's Fee is paid by the Trust to the Sponsor as compensation for services performed under the Trust Agreement.

"Transfer Agent"— The Bank of New York Mellon, acting in its capacity as the Trust’s transfer agent, together with its permitted successors and assigns.

"Transfer Agent Fee"—Fee payable to the Transfer Agent for services it provides to the Trust, which the Sponsor shall pay to the Transfer Agent as a Sponsor-Paid Expense.

"Transfer Agency Agreement"—The Transfer Agency and Service Agreement, dated as of November 25, 2020, between the Transfer Agent and the Trust governing the Transfer Agent's duties and obligations, as the same may be amended from time to time.

"Trust"— Wilshire wShares Enhanced Gold Trust, a Delaware statutory trust that was formed on January 8, 2020 under the DSTA pursuant to the Trust Agreement.

"Trust Agreement"—The Trust Agreement, dated as of January 8, 2020, between the Trustee and the Sponsor, as amended by the First Amendment to the Trust Agreement, dated as of August 24, 2020, and as amended and restated by the Amended and Restated Trust Agreement, dated as of December 17, 2020, establishing and governing the operations of the Trust, as the same may be amended from time to time.

"Trustee"— Delaware Trust Company, together with its permitted successors and assigns.

"Trustee Fee"—Fee payable to the Trustee for services it provides to the Trust, which the Sponsor shall pay to the Trustee as a Sponsor-Paid Expense.

"U.S. dollar" or "$"—United States dollar or dollars.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Sponsor and Trustee of Wilshire wShares Enhanced Gold Trust

Opinion on the Financial Statement

We have audited the accompanying statement of financial condition of Wilshire wShares Enhanced Gold Trust (the “Company”) as of December 9, 2020, and the related notes to the financial statement (collectively, the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 9, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ Citrin Cooperman & Company, LLP

We have served as the Company's auditor since 2020.

New York, New York

December 17, 2020

Wilshire wShares Enhanced Gold Trust

Statement of Financial Condition

As of December 9, 2020

Assets:
Cash	$	18
Total Assets	$	18

Liabilities:
Total Liabilities	$	0

Net Assets (1 Share issued and outstanding, no par value, unlimited number of shares authorized)	$	18

Net asset value per Share	$	18.00

See accompanying Notes to the Statement of Financial Condition.

Wilshire wShares Enhanced Gold Trust

Notes to the Statement of Financial Condition

Note 1: Organization

The Wilshire wShares Enhanced Gold Trust (the "Trust") is an exchange-traded fund that will initially issue 100,000 Shares (the "Shares") which will trade on NYSE Arca, Inc. (the "Exchange"). The Shares of the Trust represent fractional undivided beneficial interests in and ownership of the Trust. The Trust will have no assets other than (a) Physical Gold and (b) cash in proportions that seek to closely replicate the Wilshire Gold Index (the "Index"). Wilshire Phoenix Funds LLC (the "Sponsor") is the Trust's sponsor. The investment objective of the Trust is for the Shares to closely reflect the Index, less the Trust's liabilities and expenses.

For purposes of calculating the net asset value (“NAV”) of the Trust, to ascertain the price of physical gold held by the Trust (the “Physical Gold”), the prices (the “LBMA Gold Price” or the “Gold Price”) obtained from auctions conducted by ICE Benchmark Administration (“IBA”), a benchmark administrator appointed by the London Bullion Market Association (the “LBMA”), will be used.

On a monthly basis, the Gold Price is used to determine the Index’s allocation to the Physical Gold Component and, to the extent that less than 100% of the Index is comprised of the Physical Gold Component, a cash weighting (the "Cash Weighting"). In seeking to track the Cash Weighting portion of the Index, the Trust will hold cash. The Trust rebalances its assets on a monthly basis to closely replicate the Index utilizing a mathematically derived, non-discretionary and passive rule-based methodology. The purpose of the Index is to (i) reduce the risk-profile typically associated with the purchase of gold, as measured by the daily realized volatility of the LBMA Gold Price and (ii) increase its gold exposure systematically in periods of heightened realized volatility observed in the S&P 500 Index. The Shares are intended to provide investors with adaptive exposure to gold in a way that is responsive to the realized volatility of each of the S&P 500 Index and the LBMA Gold Price. The Shares may also provide a convenient and relatively cost-efficient alternative for investors not otherwise in a position to participate directly in the market for physical gold bullion.

All net proceeds from the sale of the Shares will be used to purchase Physical Gold or held in cash in weightings expected to track the Index and to pay the Trust’s fees and expenses. The Trust’s performance, whether positive or negative, will be driven primarily by its strategy of investing in Physical Gold with the aim of seeking to track the Index.

The Trust intends to list the Shares on the Exchange under the ticker symbol "WGLD". Shares may be purchased from the Trust only by certain eligible financial institutions called Authorized Participants and only in one or more blocks of 10,000 Shares (“Creation Units”). The Trust issues Shares in Creation Units on a continuous basis at the applicable NAV per Share on the creation order date. Except when aggregated in Creation Units, the Shares are not redeemable securities.

Note 2: Summary of Significant Accounting Policies

Basis of Presentation

The accompanying statement of financial condition is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. The Trust does not have sufficient liquidity to meet its anticipated obligations over the next year from the date of issuance of this financial statement. In connection with the Trust’s assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Trust has access to funds from the Sponsor that are sufficient to fund the working capital needs of the Trust until the earlier of the consummation of the Proposed Offering or one year from the date of issuance of this financial statement.

Use of Estimates

The preparation of the financial statement in conformity with U.S. GAAP requires the Trust’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Emerging Growth Company

The Trust is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012. It will remain an emerging growth company until the earlier of (1) the beginning of the first fiscal year following the fifth anniversary of its initial public offering, (2) the beginning of the first fiscal year after annual gross revenue is $1.07 billion (subject to adjustment for inflation) or more, (3) the date on which the Trust has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities and (4) as of the end of any fiscal year in which the market value of common equity held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

Income Taxes

The Trust will be treated as a partnership for U.S. federal income tax purposes. In that case, the Trust will not be subject to U.S. federal income tax. Rather, each Shareholder will be required to take into account on its own U.S. federal income tax return its distributive share of the Trust's items of income, gain, losses and deductions for each taxable year.

Organizational Costs

Organizational and offering costs are the responsibility of the Trust’s Sponsor.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Trust’s financial statement.

Note 3: Indemnification

The Sponsor, its officers, affiliates, directors, employees and agents are entitled to indemnification from the Trust from and against any and all losses, claims, taxes, damages, reasonable expenses and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever to the extent that such losses arise out of or are imposed upon or asserted against the Trustee with respect to the creation, operation or termination of the Trust,

the execution, delivery or performance of the Trust Agreement or the transactions contemplated thereby. However, the Trust is not required to indemnify the Trustee for losses resulting from the Trustee’s willful misconduct, bad faith or gross negligence.

Note 4: Administrator, Transfer Agent, Custodian and Marketing Agent

JPMorgan Chase Bank, N.A. is the gold custodian of the Trust (the “Gold Custodian”). Foreside Fund Services, LLC is the marketing agent of the Trust (the “Marketing Agent”). The Bank of New York Mellon is the custodian for cash (in such capacity, the “Cash Custodian”), the administrator (in such capacity, the “Administrator”), and the transfer agent (in such capacity, the “Transfer Agent”) of the Trust.

Note 5: Organization, Offering Costs and Operating Expenses

The Trust's only ordinary recurring operating expenses are expected to be the Sponsor’s annual fee of 0.65%. A fee is paid to the Sponsor as compensation for services performed under the Trust Agreement. In exchange for the Sponsor's fee, the Sponsor has agreed to assume and be responsible for the payment of the following expenses: the Administrative Sponsor's fee; the Gold Custodian Fee, the Cash Custodian Fee, the Transfer Agent Fee, the Representative Fee, the Trustee Fee, the Index Calculation Agent Fee, the Partnership Representation Fee, the Trust's audit fee (including any fees and expenses associated with tax preparation) and up to $100,000 per year of the Trust's legal fees and expenses. The Sponsor shall not be responsible for any other expenses, including litigation expenses associated with the Trust; fees and expenses associated with the Trust's monthly rebalancing between Physical Gold and cash, commissions and/or exchange fees associated with the buying and selling of Physical Gold and fees and expense reimbursements due to the Marketing Agent taxes and governmental charges, the Trust's regulatory fees and expenses (including any filing, application or license fees), printing and mailing costs, costs of maintaining the Trust's website, any applicable license fees, extraordinary legal fees and expenses of the Sponsor, any Service Provider, or the Trust, indemnification obligations of the Trust and extraordinary expenses incurred by the Sponsor or any Service Provider on behalf of the Trust. Such extraordinary expenses are fees and expenses incurred not in the ordinary course of the Trust's business or fees that are unexpected or unusual in nature, such as extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust, legal claims and liabilities, litigation costs, non-recurring expenses or costs incurred by the Sponsor or any other Service Provider on behalf of the Trust, or other unanticipated expenses; and otherwise as set forth in the Trust Agreement. The Sponsor's fee is payable at an annualized rate of 0.65% of the Trust's Net Asset Value, at each rebalance date and paid monthly in advance.

From time to time, the Sponsor may waive all or a portion of the Sponsor Fee at its discretion. The Sponsor is under no obligation to continue a waiver after the end of a stated period, and, if such waiver is not continued, the Sponsor Fee will thereafter be paid in full. Presently, the Sponsor does not intend to waive any of its fees.

At the date of formation of the Trust, there were no amounts payable to related parties.

Note 6: Financial Highlights

At the date of the statement of financial condition per Share, total return, and expense ratio data are not considered meaningful to investors because the Trust has not commenced operations.

Note 7: Subsequent Events

Management has evaluated events and transactions occurring through the date of filing this financial statement. Such evaluations resulted in no adjustments to the accompanying financial statement.

PROSPECTUS

THE WILSHIRE wSHARES ENHANCED GOLD TRUST

25,000,000 SHARES

Until [ ], 2020 (25 calendar days after the date of this prospectus), all dealers effecting transactions in the Shares, whether or not participating in this distribution, may be required to deliver a prospectus. This requirement is in addition to the obligations of dealers to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

[ ], 2020

PART II—INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.

Set forth below is an estimate (except as indicated) of the amount of fees and expenses (other than underwriting commissions and discounts) payable by the registrant in connection with the issuance and distribution of the Shares pursuant to the prospectus contained in this registration statement. All amounts shown are estimates except for the SEC registration fee:

SEC registration fee	$	49,095
NYSE Arca, Inc. listing fee		0
Legal fees and expenses		30,000
Accounting fees and expenses		0
Printing and engraving costs		0
Transfer agent and marketing agent fees		20,000
Miscellaneous		0
Total	$	99,095

Item 14.

Indemnification of Directors and Officers.

The Sponsor and its affiliates, and their respective members, managers, directors, officers, employees, agents and controlling persons, will be indemnified by the Trust and held harmless against any loss, judgment, liability, claim, suit, penalty, tax, cost, amount paid in settlement of any claims sustained by it or expense incurred by it arising out of or in connection with the performance of its obligations under the Trust Agreement and under each other agreement entered into by the Sponsor in furtherance of the administration of the Trust, including any costs and expenses incurred by the Sponsor in defending itself against any claim or liability in its capacity as Sponsor; provided that (i) such loss was not the direct result of gross negligence, bad faith or willful misconduct on the part of the Sponsor, and (ii) any such indemnification will be recoverable only from the assets of the Trust. Any indemnifiable amounts payable to such indemnified persons may be payable in advance or shall be secured by a lien on the Trust.

The Trustee and any of the officers, directors, affiliates, employees and agents of the Trustee shall be indemnified by the Trust and held harmless against any loss, damage, liability (including liability under state or federal securities laws), claim, action, suit, cost, expense, disbursement (including the reasonable fees and expenses of counsel generally and in connection with its enforcement of its indemnification rights), tax or penalty of any kind and nature whatsoever, to the extent arising out of, imposed upon or asserted at any time against such indemnified person in connection with the execution or delivery of the Trust Agreement, the performance of its obligations under the Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated therein; provided, however, that (i) the Trust shall not be required to indemnify any such indemnified person for any such expenses which are a result of the willful misconduct, bad faith or gross negligence related to the express duties of the Trustee, and (ii) any such indemnification will be recoverable only from the assets of the Trust. The obligations of the Trust to indemnify such indemnified persons under the Trust Agreement shall survive the resignation or removal of the Trustee and the termination of the Trust Agreement. Any indemnifiable amounts payable to such indemnified persons may be payable in advance or shall be secured by a lien on the Trust.

Item 15.

Recent Sales of Unregistered Securities.

Not applicable.

Item 16.

Exhibits and Financial Statement Schedules.

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(a) Exhibits


1.1	Form of Authorized Participant Agreement
4.1	Form of Amended and Restated Trust Agreement
4.2	Certificate of Trust (attached as Exhibit A to the Amended and Restated Trust Agreement)
5.1	Form of Opinion of Seward & Kissel LLP as to legality of Shares
8.1	Form of Opinion of Seward & Kissel LLP as to tax matters
10.1*	Gold Custodian Agreement (Allocated Gold)
10.2*	Gold Custodian Agreement (Unallocated Gold)
10.3	Cash Custodian Agreement
10.4*	Index Calculation Agreement
10.5	Fund Administration and Accounting Agreement
10.6*	Marketing Agent Agreement
10.7	First Amendment to Marketing Agent Agreement
10.8	Transfer Agency and Service Agreement
10.9*	Sponsor Representative Agreement
23.1	Consent of Citrin Cooperman & Company, LLP
23.2	Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.3	Consent of Seward & Kissel LLP (included in Exhibit 8.1)

_______________

* Portions of these exhibits have been omitted as permitted by the rules and regulations of the SEC.

(b) Financial Statement Schedules

Not applicable.

Item 17.

Undertakings.

The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a twenty percent (20%) change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

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(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, That:

(A) Paragraphs (1)(i) and (1)(ii) of this section do not apply if the registration statement is on Form S-8 under the Securities Act, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and

(B) Paragraphs (1)(i), (ii), and (iii) of this section do not apply if the registration statement is on Form S-1 (§ 239.11 of this chapter), Form S-3 (§ 239.13 of this chapter), Form SF-3 (§ 239.45 of this chapter) or Form F-3 (§ 239.33 of this chapter) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement, or, as to a registration statement on Form S-3, Form SF-3 or Form F-3, is contained in a form of prospectus filed pursuant to § 230.424(b) of this chapter that is part of the registration statement.

(C) Provided further, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form SF-1 (§ 239.44 of this chapter) or Form SF-3 (§ 239.45 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c)).

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

If the Registrant is relying on Rule 430B under the Securities Act:

(A)

Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) under the Securities Act shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§ 230.424(b)(2), (b)(5), or (b)(7) under the Securities Act) as part of a registration statement in reliance or Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) under the Securities Act) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of an included in the registration statement as of the earlier of the date such form of prospectus is first used after

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effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability proposes of the issuer and any person that is at that date an underwriter such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchase with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)

If the Registrant is subject to Rule 430C under the Securities Act, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:

(i)

The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser;

(ii)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

(iii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iv)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(v)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(6)

That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such

II-4

liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this pre-effective amendment no. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, New York, on the 18th day of December, 2020.



	By: Wilshire Phoenix Funds LLC, as Sponsor of the Trust


	By:	/s/ William Herrmann
		Name: William Herrmann
		Title: Managing Partner

Pursuant to the requirements of the Securities Act of 1933, as amended, this pre-effective amendment no. 4 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


/s/ William Herrmann	Managing Partner of Wilshire Phoenix Funds LLC (serving in the capacity of principal executive officer and director)	December 18, 2020
William Herrmann


/s/ William Cai	Partner of Wilshire Phoenix Funds LLC (serving in the capacity of principal financial officer and principal accounting officer and director)	December 18, 2020
William Cai

Exhibit 1.1

WILSHIRE wSHARES ENHANCED GOLD TRUST
FORM OF AUTHORIZED PARTICIPANT AGREEMENT

This Authorized Participant Agreement (the "Agreement"), dated as of __________, 20__ is entered into by and among ________________ (the "Authorized Participant"), Wilshire wShares Enhanced Gold Trust (the "Trust"), and Wilshire Phoenix Funds LLC, as sponsor of the Trust (the "Sponsor").

SUMMARY

As provided in the Amended and Restated Declaration of Trust, as it may be amended from time to time (the "Trust Agreement") as currently in effect and described in the Prospectus (defined below), units of beneficial interest in and ownership of the Trust (the "Shares") may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of ten thousand (10,000) Shares (each aggregation, a "Creation Unit"). Creation Units are offered only pursuant to a registration statement of the Trust on Form S-1, as amended (currently, registration no.: 333- 235913), as declared effective by the Securities and Exchange Commission ("SEC") and as the same may be amended from time to time thereafter or any successor registration statement in respect of Shares of the Trust (collectively, the "Registration Statement") together with the prospectus of the Trust in the form filed with the SEC under Rule 424(b) under the Securities Act of 1933, as amended (the "1933 Act"), after the effectiveness of the Registration Statement as supplemented from time to time or any free writing prospectus as defined in Rule 405 of the 1933 Act (a "FWP") prepared by, for or on behalf of the Sponsor and the Trust intended for general distribution (each Fund's current prospectus collectively, together with the Fund's Statement of Additional Information incorporated therein, the "Prospectus") included therein. Under the Trust Agreement, the Sponsor is authorized to issue Creation Units to, and redeem Creation Units from, authorized participants, only through the facilities of the Depository Trust Company ("DTC"), or a successor depository, and only in exchange for cash. This Agreement and the Procedures (defined below) set forth the specific procedures by which the Authorized Participant may create or redeem Creation Units.

Because new Shares can be created and issued on an ongoing basis, at any point during the existence of the Trust, a "distribution," as such term is used in the 1933 Act, may be occurring. The Authorized Participant is cautioned that some of its activities may result in its being deemed a participant in a distribution in a manner which would render it a statutory underwriter and subject it to the prospectus delivery and liability provisions of the 1933 Act. The Authorized Participant should review the "Plan of Distribution" portion of the Prospectus and consult with its own counsel in connection with entering into this Agreement and submitting Orders (defined below).

Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Trust Agreement or Creation and Redemption Procedures set forth in Attachment A hereto (the "Procedures").

To give effect to the foregoing premises and in consideration of the mutual covenants and agreements set forth below, the parties hereto agree as follows:

Section 1. Order Placement. To place orders for the Sponsor (or its agent) to create or redeem one or more Creation Units, the Authorized Participant must follow the procedures for creation and redemption referred to in Section 3 of this Agreement, the Trust Agreement, and the Procedures described in Attachment A, as each may be amended, modified or supplemented from time to time. This Agreement is intended to set forth certain premises and the procedures by which the Authorized Participant may purchase and/or redeem (i) through the Continuous Net Settlement ("CNS") clearing processes of National Securities Clearing Corporation ("NSCC") as such processes have been enhanced to effect purchases and redemptions of Units, such processes being referred to herein as the "CNS Clearing Process," or (ii) outside the CNS Clearing Process (i.e., through the manual process of DTC) (the "DTC Process").

Solely with respect to Purchase Orders or Redemption Orders effected through the CNS Clearing Process, the Authorized Participant hereby authorizes the Transfer Agent to transmit to the NSCC on behalf of the Authorized Participant such instructions consistent with the instructions issued by the Authorized Participant to the Transfer Agent. The Authorized Participant agrees to be bound by the terms of such instructions issued by the Transfer Agent and reported to NSCC as though such instructions were issued by the Authorized Participant directly to NSCC.

Section 2. Status, Representations and Warranties of the Parties.

(a) The Authorized Participant represents and warrants and covenants, so long as this Agreement is in full force and effect, the following:

(i) The Authorized Participant is a participant of DTC (as such a participant, a "DTC Participant"). If the Authorized Participant ceases to be a DTC Participant, the Authorized Participant shall give prompt notice to the Sponsor of such event, and this Agreement shall terminate immediately as of the date the Authorized Participant ceased to be a DTC Participant.

(ii) Unless Section 2(a)(iii) applies, the Authorized Participant either: (i) is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended ("1934 Act"), and is a member in good standing of the Financial Industry Regulatory Authority, Inc. ("FINRA"), or (ii) is exempt from being, or otherwise is not required to be, licensed as a broker-dealer or a member of FINRA, and in either case is qualified to act as a broker or dealer in the states or other jurisdictions where the nature of its business so requires. In connection with the purchase or redemption of Creation Units and any related offers or sales of Shares, the Authorized Participant will maintain any such registrations, qualifications and membership in good standing and in full force and effect throughout the term of this Agreement. The Authorized Participant will comply with all applicable U.S. federal laws, the laws of the states or other jurisdictions concerned, and the rules and regulations promulgated thereunder, and with the FINRA By-Laws and Conduct Rules of FINRA if it is a FINRA member, to the extent the foregoing relates to and are applicable to the Authorized Participant's transactions in and activities with respect to Shares. The Authorized Participant will not offer or sell Shares in any state or jurisdiction where they may not lawfully be offered and/or sold.

(iii) If the Authorized Participant is offering or selling Shares in jurisdictions outside the several states, territories and possessions of the United States and is not otherwise required to be registered, qualified or a member of FINRA as set forth in Section 2(a)(ii) above,

the Authorized Participant will, in connection with such offers and sales, (i) observe the applicable laws of the jurisdiction in which such offer and/or sale is made, (ii) comply with the prospectus delivery requirements of the 1933 Act, and the regulations promulgated thereunder applicable to it, and (iii) if the Authorized Participant is not otherwise required to be registered, qualified or a member of FINRA as set forth in Section 2(a)(ii) above, conduct its business in accordance with the FINRA Conduct Rules, in each case, to the extent the foregoing relates to and is applicable to the Authorized Participant's transactions in, and activities with respect to, Shares.

(iv) The Authorized Participant has policies, procedures, and internal controls in place that are reasonably designed to comply with applicable anti-money laundering, counter-terrorist financing and economic sanctions, laws, rules, regulations, executive orders and requirements (including the U.S. Bank Secrecy Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "USA PATRIOT Act"), and regulations of the U.S. Treasury Department which implement such acts) administered by any governmental authority of the United States (including the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury) that apply to transactions contemplated by this Agreement taken on behalf of the Authorized Participant or its customers.

(v) The Authorized Participant will deliver the then-current Prospectus upon any sale by it of Shares or, if applicable, a notice consistent with Rule 173 under the 1933 Act in lieu of a Prospectus to the extent so required under the prospectus delivery and disclosure requirements of the 1933 Act. The Sponsor agrees that if it becomes aware of any new delivery or disclosure requirement under the 1933 Act relating to Shares, it shall use best efforts to notify the Authorized Participant of such requirement(s).

(vi) The Authorized Participant agrees not to enforce against the Trust and Sponsor any patent rights with respect to the business of the Trust. For avoidance of doubt, this provision will only be effective during time periods in which the Agreement is in effect and shall not survive termination thereof.

(b) The Sponsor represents and warrants that on the date hereof and at each time of purchase by the Authorized Participant of a Creation Unit from the Trust (each such time, the "Time of Purchase"), that:

(i) on the effective date of the Registration Statement and at each Time of Purchase, the Trust's Registration Statement and each Prospectus included therein shall be effective and no stop order of the SEC with respect thereto shall have been issued and no proceedings for such purpose shall have been instituted or, to the Sponsor's knowledge, will then be contemplated by the SEC; the Registration Statement and each Prospectus included therein complied when it became effective and complies at the Time of Purchase in all material respects with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder, and the Prospectus complied as of its effective date, and complies at the Time of Purchase, in all material respects with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder; and the conditions to the use of Form S-1 or Form S-3, as applicable, have been satisfied; the Registration Statement and any amendment thereto, did not when it became effective and does not at the Time of Purchase contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not

misleading, and the Prospectus and any amendment or supplement thereto did not, as of its effective date and does not at the Time of Purchase, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the documents comprising the Disclosure Package (as defined below) did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement, the Prospectus or the Disclosure Package in reliance upon and in conformity with information concerning the Authorized Participant and furnished in writing by the Authorized Participant to the Sponsor expressly for use therein. The "Disclosure Package" is the Prospectus and any amendments and supplements thereto at the Time of Purchase and any FWP prepared by, for or on behalf of the Sponsor before the Time of Purchase and intended for general distribution;

(ii) the Sponsor has been duly organized and, on the effective date of the Registration Statement and at each Time of Purchase, will be validly existing as a limited liability company in good standing under the laws of the State of Delaware, with full power and authority to act as the sponsor of the Trust as described in the Registration Statement and the Prospectus, and has all requisite power and authority to execute and deliver this Agreement;

(iii) at the time the Sponsor makes an offer of Shares following the filing of the Registration Statement, neither the Trust nor the Sponsor will be an "ineligible issuer" as defined in Rule 405 of the 1933 Act; and

(iv) the Sponsor shall provide to the Authorized Participant copies of the then current Prospectus and any promotional materials or sales literature in reasonable quantities upon request, the Sponsor will promptly notify the Authorized Participant when a revised, supplemented or amended Prospectus is available, the Sponsor will deliver or otherwise make available to the Authorized Participant copies of such revised, supplemented or amended Prospectus at such time and in such numbers as to enable the Authorized Participant to comply with any obligation the Authorized Participant may have to deliver such Prospectus to customers or in response to the Authorized Participant's reasonable request, the Sponsor will make such revised, supplemented or amended Prospectus available to the Authorized Participant no later than the effective date thereof, and the Sponsor will be deemed to have complied with any request made by the Authorized Participant under this paragraph when the Authorized Participant has received such revised, supplemented or amended Prospectus at the address indicated below the signature line of the Authorized Participant in such number of hard copies, or via e-mail, as it may have reasonably requested.

(i) upon receipt of request from the Authorized Participant therefor, to file a post-effective amendment or supplement, as applicable, to the Registration Statement removing any reference to the Authorized Participant thereunder; and

(ii) to notify the Authorized Participant promptly, confirming such notice in writing if the original notice was oral, of any request by the SEC for amendments or supplements to the Registration Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of, a stop order suspending the effectiveness of the Registration Statement, and, if the SEC should enter a stop order suspending the effectiveness of the Registration Statement, the Sponsor shall use its best efforts to obtain the lifting or removal of such order as soon as possible.

Section 3. Orders.

(a) All orders to create or redeem Creation Units shall be made in accordance with the terms of the Trust Agreement, this Agreement and the Procedures. Each party will comply with such foregoing terms and procedures to the extent applicable to it. The Sponsor may issue, or caused to be issued, additional or other procedures from time to time relating to the manner of creating or redeeming Creation Units which are not related to the Procedures; provided that the Sponsor shall provide the Authorized Participant with prior notice of any revised procedures and any revised procedures shall not apply retroactively to orders submitted prior to such change in procedures or prior to the time at which the Authorized Participant received notice of any such change. To the extent the Authorized Participant purchases or sells any Shares, it will comply with such procedures of which it has received notice delivered in accordance with Section 17(c) of this Agreement within a commercially reasonable time following receipt of such notice.

(i) The Authorized Participant acknowledges and agrees that each order to create a Creation Unit (a "Purchase Order") and each order to redeem a Creation Unit (a "Redemption Order", and, together with a Purchase Order, each an "Order") delivered to the Sponsor, or the Sponsor's designee, may not be revoked by the Authorized Participant after the specified Order Cut-Off Time.

(ii) The Sponsor may, in its discretion, suspend creations, or postpone the settlement date of a Purchase Order, (i) for any period during which the NYSE Arca, Inc. (the "Exchange") is closed other than for customary holidays or weekend closings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the fulfillment of a purchase order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of owners of Shares ("Shareholders"). The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

The Authorized Participant understands and agrees that in the event the Basket Payment is not transferred to the Trust by the time specified for the Purchase Order, or Shares are not delivered to the Transfer Agent by the time specified for the Redemption Order and, in each such case, in compliance with the Trust Agreement, the Procedures and this Agreement, the Purchase Order or Redemption Order may be cancelled by the Sponsor and the Authorized Participant will be responsible for all costs and expenses incurred by the Trust, the Sponsor or the Transfer Agent related to the cancelled Order. The Authorized Participant will not, however, be responsible for costs and expenses incurred by the Trust, the Sponsor or the Transfer Agent related to cancelled Orders to the extent the failure to transfer the Basket Payment to the Trust is due to the gross

negligence, bad faith or willful misconduct of the Transfer Agent or the Sponsor. The foregoing provisions notwithstanding, the Authorized Participant shall not be liable for any failure or delay in making a Basket Payment in respect of a Purchase Order or for any failure or delay in surrendering Shares for redemption arising from any events set forth in, or similar to those contemplated in, Section 15 hereto. In the event of any such delay, the time to complete Delivery in respect of a Purchase Order or Redemption Order will be extended as determined by the Sponsor in its sole discretion.

The Sponsor, or its designee, shall also have the absolute right, but shall have no obligation, to reject any Order if: (i) it is determined by the Sponsor, or its designee, not to be in proper form; (ii) the Sponsor, or its designee, believes the acceptance or receipt of the Order would have adverse tax consequences to the Trust or its Shareholders; (iii) the acceptance or receipt of the Order would, in the opinion of counsel to the Sponsor, be unlawful; or (iv) if circumstances outside the control of the Sponsor, or its designee, make it for all practical purposes not feasible to process Orders. Neither the Sponsor nor any designee shall be liable to any person by reason of the rejection of any Order. The Sponsor will promptly return to the Authorized Participant upon rejection of an Order all cash and any other property or assets tendered by the Authorized Participant, as well as all fees paid to the Sponsor, the Trust's administrator or marketing agent by the Authorized Participant, including, without limitation, any transaction fees, with respect to such rejected Order.

(d) The Sponsor may, in its discretion, suspend the Redemptions, or postpone the settlement date of a Redemption Order: (i) for any period during which the Exchange is closed other than for customary holidays or weekend closings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the fulfillment of a Redemption Order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

(e) The Authorized Participant hereby consents to the use of recorded telephone lines whether or not such use is reflected in the Procedures. The Authorized Participant also consents to the Sponsor's or the Trust's provision of information received from the Authorized Participant in connection with this Agreement to the Transfer Agent or the Custodian related to their responsibilities with respect to anti-money laundering, counter-terrorist financing and economic sanctions laws, rules, regulations, executive orders and requirements (including the U.S. Bank Secrecy Act, the USA PATRIOT Act, and regulations of the U.S. Treasury Department which implement such acts) administered by any governmental authority of the United States (including OFAC of the U.S. Department of the Treasury) or any other applicable domestic or foreign authority over the Trust. In the event that the Sponsor, the Trust, or any of their affiliated persons becomes legally compelled to disclose to any third party any recording involving communications with the Authorized Participant, the Sponsor agrees to provide the Authorized Participant with reasonable advance written notice identifying the recordings to be so disclosed, together with copies of such recordings, so that the Authorized Participant may seek a protective order or other appropriate remedy with respect to the recordings or waive its right to do so. In the event that such protective order or other remedy is not obtained, or the Authorized Participant waives its right to seek such protective order or remedy, the Sponsor, the Trust, or any of their affiliated persons, as the case may be, agrees to furnish only that portion of the recorded conversation that, according to

legal counsel, is legally required to be furnished and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the recorded conversation. The Sponsor, the Trust, and their affiliated persons shall not otherwise disclose to any third party any recording involving communications with the Authorized Participant without the Authorized Participant's express written consent, except the Sponsor and the Trust may disclose to a regulatory or self-regulatory organization, to the extent required by applicable rule or law, recordings involving communications with the Authorized Participant.

Section 4. Fees. To offset some or all of the Trust's transaction costs in fulfilling Orders, an Authorized Participant is required to pay a fixed transaction fee that is described in the Prospectus, and may be required by the Sponsor or the Transfer Agent to pay additional fees to reimburse the Trust for any and all expenses and costs incurred in connection with an Order, including any potential tax liabilities noted in Section 10(a) hereof. An Order may include multiple Creation Units. The transaction fee(s) may be reduced, increased or otherwise changed as provided for in the Prospectus.

Section 5. Authorized Persons. Concurrently with the execution of this Agreement and as requested in writing from time to time thereafter, the Authorized Participant shall deliver to the Sponsor, or its designee, a certificate, duly certified as appropriate by its secretary or other duly authorized person, in the form of Exhibit A, setting forth the names and signatures of all persons authorized to give instructions relating to activity contemplated hereby or by any other notice, request or instruction given on behalf of the Authorized Participant (each, an "Authorized Person"). The Sponsor may accept and rely upon such certificate as conclusive evidence of the facts set forth therein and shall consider such certificate to be in full force and effect until the Sponsor, or its designee, receives a superseding certificate or of written notice (via e-mail is permissible) bearing a subsequent date and duly certified as described above from the Authorized Participant that one or more individuals should be added or removed from the certificate. Upon the termination or revocation of authority of any Authorized Person by the Authorized Participant, the Authorized Participant shall give prompt written notice of such fact to the Sponsor (via e-mail is permissible) and such notice shall be effective upon receipt by the Sponsor. The Sponsor shall issue, or caused to be issued, to each Authorized Person a unique personal identification number (the "PIN Number") by which such Authorized Person shall be identified and by which instructions issued by the Authorized Participant hereunder shall be authenticated. The PIN Number shall be kept confidential by the Authorized Participant and shall only be provided to the Authorized Person; provided that certain employees of the Authorized Participant, such as those who work in legal, compliance, risk management, or other supervisory roles may have a reasonable need to know or may have incidental access to one or more PIN Numbers, and further provided that the Authorized Participant agrees to ensure that each such employee is restricted from using any such PIN Number. If, after issuance, the Authorized Person's PIN Number is changed, the new PIN Number shall become effective on a date mutually agreed upon by the Authorized Participant and the Sponsor.

Section 6. Redemption. The Authorized Participant represents and warrants that, as of the close of business day on which it has placed a Redemption Order (as described in the Procedures) with the Sponsor for the purpose of redeeming any Creation Units of any Fund, it, or any party for which it is acting (whether a customer or otherwise, a "Participant Client"),

as the case may be, (i) will own (within the meaning of Rule 200 of Regulation SHO) the requisite number of Shares of the relevant Fund or (ii) will have reasonable grounds to believe that the requisite number of Shares of the relevant Fund can be borrowed (as contemplated by Rule 203(b)(1) of Regulation SHO) such that, in either case, the Authorized Participant can make good delivery of the Shares to the Trust two days following the redemption order date ("Redemption Settlement Date"). In either case, the Authorized Participant acknowledges that: (i) it or, if applicable, its Participant Client, has or will have full legal authority and legal right to tender for redemption the requisite number of Shares of the relevant Fund to be redeemed as a Creation Unit on the Redemption Settlement Date; (ii) it or, if applicable, its Participant Client, has full and legal authority and legal right to receive the entire proceeds of the redemption order on the Redemption Settlement Date; and (iii) if such Shares submitted for redemption have been loaned or pledged to another party or are the subject of a repurchase agreement, securities lending agreement or any other arrangement affecting legal or beneficial ownership of such Shares being submitted for redemption, there are no restrictions precluding the delivery of such Shares (including borrowed Shares, if any) for redemption, free and clear of liens, on the Redemption Settlement Date. A "Business Day" for purposes of the creation and redemption process is defined as any day other than: (i) a Saturday or a Sunday on which the Exchange is scheduled to be open for business, and, in respect of any action to be taken by Delaware Trust Company, as trustee (the "Trustee"), on which the Trustee is scheduled to be open for business; or (ii) a day on which banking institutions in the United Kingdom are authorized or permitted by law to close or a day on which the London gold market is closed; or (iii) a day on which banking institutions in the United Kingdom are authorized or permitted to be open for less than a full day or the London gold market is open for trading for less than a full day and transaction procedures required to be executed or completed before the close of the day may not be so executed or completed.

To the extent that the Authorized Participant posts collateral on the Redemption Settlement Date in connection with a portion of the Shares that were unable to be delivered on the Redemption Settlement Date, the Trust agrees that it will not use any such collateral to purchase the Shares without giving the Authorized Participant reasonable advance notice and an opportunity to deliver the missing Shares.

Section 7. Role of Authorized Participant.

(a) The Authorized Participant acknowledges that, for all purposes of this Agreement and the Trust Agreement, the Authorized Participant shall have no authority to act as agent for the Trust or the Sponsor in any matter or in any respect.

(b) The Authorized Participant will make itself and its employees available, upon reasonable request and with reasonable notice, during normal business hours to consult with the Sponsor or its designees concerning the performance of the Authorized Participant's responsibilities under this Agreement.

(c) The Authorized Participant will, to the extent required by applicable law, maintain records of all sales of Creation Units made by or through it and, upon reasonable request of the Sponsor, except if prohibited by applicable law and subject to any privacy obligations or other obligations arising under federal or state securities laws it may have to its

customers, will furnish the Sponsor with the names and addresses of the purchasers of such Creation Units and the number of Creation Units purchased if and to the extent that the Sponsor or the Trust has been requested to provide such information to the a governmental agency or self-regulatory organization.

(d) The Authorized Participant, as a DTC Participant, agrees that it shall be bound by all of the applicable obligations of a DTC Participant in addition to any applicable obligations that it undertakes hereunder or in accordance with the Prospectus.

(e) The Authorized Participant agrees, subject to any privacy, confidentiality or other obligations it may have to its customers arising under federal or state securities laws or the applicable rules of any self-regulatory organization, to assist the Sponsor in ascertaining certain information regarding sales of Shares made by or through the Authorized Participant upon reasonable request of the Trust or the Sponsor that is necessary for the Trust to comply with its obligations to distribute information to its Shareholders under applicable state or federal securities laws; provided that consistent with market practice, the Authorized Participant may undertake to deliver prospectuses, proxy material, annual and other reports of the Trust or other similar information that the Trust is obligated to deliver to its Shareholders to the Authorized Participant's customers that custody Shares with the Authorized Participant, after receipt from the Trust or the Sponsor of sufficient quantities to allow mailing thereof to such customers. The Sponsor agrees that the names and addresses and other information concerning the Authorized Participant's customers are and shall remain the sole property of the Authorized Participant, and none of the Sponsor, the Trust or any of their respective affiliates shall use such names, addresses or other information for any purposes except in connection with the performance of their duties and responsibilities hereunder and except for servicing and informational mailings related to the Trust referred to in this Section 7(e) of this Agreement.

Section 8. Indemnification.

(a) The Authorized Participant hereby indemnifies and holds harmless the Sponsor, the Transfer Agent, the Trust, and their respective direct or indirect affiliates (as defined below) and their respective directors, sponsors, partners, members, managers, officers, employees and agents and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each, an "AP Indemnified Party") from and against any losses, liabilities, damages, costs and expenses (including reasonable attorney's fees and the reasonable cost of investigation) ("Losses") incurred by such AP Indemnified Party as a result of: (i) any material breach by the Authorized Participant of any provisions of this Agreement that relates to the Authorized Participant, including its representations, warranties and covenants, unless such breach occurred as a result of the Authorized Participant's strict adherence to instructions reasonably given to it by such AP Indemnified Party; (ii) any material failure on the part of the Authorized Participant to perform any of its obligations set forth in this Agreement, unless such failure occurred as a result of the Authorized Participant's strict adherence to instructions reasonably given to it by such AP Indemnified Party; (iii) any failure by the Authorized Participant to comply with applicable laws and the rules and regulations of any governmental entity or any self-regulatory organization ("SRO") to the extent the foregoing relates to the Authorized Participant's transactions in, and activities with respect to, Shares under this Agreement; (iv) any actions of such AP Indemnified Party in reasonable reliance upon any instructions issued by the Authorized Participant in

accordance with the Procedures believed by the AP Indemnified Party to be genuine and to have been given by the Authorized Participant, except to the extent that the Authorized Participant had previously revoked a PIN Number used in giving such instructions or representations (where applicable) and such revocation was given by the Authorized Participant and received by the Trust in accordance with the terms of Section 5 hereto; or (v)(A) any representation by the Authorized Participant, its employees or its agents or other representatives about the Shares, any AP Indemnified Party or the Trust that is not consistent with the Trust's then-current Prospectus made in connection with the offer or the solicitation of an offer to buy or sell Shares and (B) any untrue statement or alleged untrue statement of a material fact contained in any research reports, marketing material and sales literature described in Section 13(b) or any alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein when read together with the Prospectus, in the light of the circumstances under which they were made, not misleading to the extent that such statement or omission relates to the Shares or any AP Indemnified Party, unless, in either case, such representation, statement or omission was made or included by the Authorized Participant at the written direction of the Sponsor or is based upon any omission or alleged omission by the Sponsor to state a material fact in connection with such representation, statement or omission necessary to make such representation, statement or omission not misleading. The Authorized Participant shall not be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any AP Indemnified Party unless the AP Indemnified Party shall have notified the Authorized Participant in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the AP Indemnified Party (or after the AP Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Authorized Participant of any claim shall not relieve the Authorized Participant from any liability which it may have to any AP Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph and shall only release it from such liability under this paragraph to the extent it has been materially prejudiced by such failure to give notice. The Authorized Participant shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Authorized Participant elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the AP Indemnified Party in the suit, and who shall not, except with the consent of the AP Indemnified Parties, be counsel to the Authorized Participant. If the Authorized Participant does not elect to assume the defense of any suit, it will reimburse the AP Indemnified Party for the reasonable fees and expenses of any counsel retained by them.

(b) The Sponsor hereby agrees to indemnify and hold harmless the Authorized Participant, its respective direct or indirect affiliates, directors, officers, employees and agents, and each person, if any, who controls such persons within the meaning of Section 15 of the 1933 Act (each, a "Sponsor Indemnified Party") from and against any Losses incurred by such Sponsor Indemnified Party as a result of (i) any material breach by the Sponsor of any provision of this Agreement that relates to the Sponsor, unless such breach occurred as a result of the Sponsor's strict adherence to instructions reasonably given to it by such Sponsor Indemnified Party; (ii) any material failure on the part of the Sponsor to perform any obligation of the Sponsor set forth in this Agreement unless such failure occurred as a result of the Sponsor's strict adherence to instructions reasonably given to it by such Sponsor Indemnified Party; (iii) any failure by the Sponsor to comply with applicable laws and the rules and regulations of any governmental entity

or any SRO to the extent that such laws, rules and regulations are applicable to the Sponsor's duties and obligations under this Agreement; (iv) any untrue statements or omissions made in any Marketing Materials (as defined in Section 13(a) herein) furnished to the Authorized Participant or otherwise approved in writing by the Trust; (v) actions of such Sponsor Indemnified Party in reasonable reliance upon any instructions issued or representations made by the Sponsor or the Trust in accordance with this Agreement or Attachment A hereto reasonably believed by the Authorized Participant to be genuine and to have been given by the Sponsor or the Trust; or (vi) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement of the Trust as originally filed with the SEC or in any amendment thereof, or in the Prospectus, or in any amendment thereof or supplement thereto, or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except those statements in the Registration Statement or the Prospectus based on information furnished in writing by the Authorized Participant expressly for use in the Registration Statement or the Prospectus. The Sponsor shall not be liable under its indemnity agreement contained in this paragraph with respect to any claim made against any Sponsor Indemnified Party unless the Sponsor Indemnified Party shall have notified the Sponsor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Sponsor Indemnified Party (or after the Sponsor Indemnified Party shall have received notice of service on any designated agent). However, failure to notify the Sponsor of any claim shall not relieve the Sponsor from any liability which it may have to any Sponsor Indemnified Party against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph and shall only release it from such liability under this paragraph to the extent it has been materially prejudiced by such failure to give notice. The Sponsor shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Sponsor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Sponsor Indemnified Party in the suit and who shall not, except with the consent of the Sponsor Indemnified Party, be counsel to the Sponsor. If the Sponsor does not elect to assume the defense of any suit, it will reimburse the Sponsor Indemnified Party in the suit for the reasonable fees and expenses of any counsel retained by them.

(c) This Section 8 shall not apply to the extent any such Losses are incurred as a result of or in connection with any gross negligence, bad faith or willful misconduct on the part of the AP Indemnified Party or the Sponsor Indemnified Party, as the case may be. The term "affiliate" in this Section 8 shall include, with respect to any person, entity or organization, any other person, entity or organization which directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, entity or organization.

(d) No indemnifying party, as described in paragraphs (a) and (b) above, shall, without the written consent of the AP Indemnified Party or the Sponsor Indemnified Party, as the case may be, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the AP Indemnified Party or Sponsor Indemnified Party, as the case may be, from all liability arising out of such action or claim and (ii) does not include a statement as to

or an admission of fault, culpability or a failure to act, by or on behalf of any AP Indemnified Party or Sponsor Indemnified Party, as the case may be.

(e) The Sponsor and the Authorized Participant agree promptly to notify each other of the commencement of any proceedings or litigation against it and, in the case of the Sponsor, against any of the Sponsor's officers or directors, in connection with the issuance and sale of the Shares or in connection with the Registration Statement or the Prospectus.

Section 9. Limitation of Liability. In the absence of gross negligence, bad faith or willful misconduct, neither the Sponsor nor the Authorized Participant shall be liable to each other or to any other person for any losses, liabilities, damages, costs or expenses arising out of any mistake or error in data or other information provided to any of them by each other or a third party or out of any interruption or delay in the electronic means of communications used by them.

Section 10. Tax Matters.

(a) Tax Liability. The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the Authorized Participant's purchases or redemptions of any Creation Units made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees, upon written request, to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon upon reasonable notice thereof; provided, however, that the Authorized Participant shall not indemnify the Trust or the Sponsor for any tax or charge or any penalties, additions to tax or interest thereon to the extent that such payments result from the Sponsor's, the Trust's, or their designee's willful misconduct, negligence, or bad faith.

The Authorized Participant acknowledges on behalf of itself and any client that, to the extent that the Authorized Participant or its client is subject to the mark-to-market rules of Section 475 of the Internal Revenue Code of 1986, as amended (the "Code"), the basis of Shares and of any assets of the Trust shall be determined for purposes of Sections 734(b) and 743(b) of the Code and for the purposes of the provisions of this Section 10 by treating such mark-to-market as having no effect on such basis.

(b) Tax Reporting. An Authorized Participant will provide tax reporting information with respect to the Trust to or for the benefit of taxpayers for whom the Authorized Participant holds Shares as a nominee as required by law.

An Authorized Participant will furnish information to the Trust with respect to any taxpayer for whom the Authorized Participant holds Shares as a nominee as required under Treasury Regulation Section 1.6031(c)-1T or any successor thereto in addition to any information required by other provisions of this Section 10.

An Authorized Participant will use commercially reasonable efforts to ensure that any taxpayer for whom the Authorized Participant holds Shares as a nominee has provided Internal

Revenue Service Form W-9, W-8BEN-E, or other forms or documentation qualifying as a withholding certificate or documentary evidence or other appropriate documentation within the meaning of Treasury Regulation Section 1.1441-1(c) or any successor thereto, as necessary to establish an exemption from withholding tax and backup withholding tax with respect to income of the Trust allocable to such investor. The Authorized Participant will act as an agent of the Trust in collecting and holding such forms or documentation, and annually will provide a copy of such forms to the Trust or its agent. Upon reasonable request by the Trust or its agent, the Authorized Participant will provide the originals of such forms or documentation to the extent held by the Authorized Participant at that time and will assist the Trust in obtaining such original forms or documentation (or, to the extent originals are not available, copies thereof) from investors or other nominees to the extent not held by the Authorized Participant. The provisions of this Section 10(c) are subject to, and may be modified by, any agreements between the Sponsor, on behalf of the Trust, and the Authorized Participant separate and apart from this Agreement, that provide otherwise.

Section 11. Acknowledgment. The Authorized Participant acknowledges receipt of a (i) copy of the Trust Agreement and (ii) the current Prospectus of the Trust, and represents that it has had an opportunity to ask questions with respect to the terms thereof. The Sponsor and the Trust agree to process Orders, or cause its agents to process Orders, in accordance with the provisions of the Prospectus of the Trust, the Trust Agreement, and the Procedures.

Section 12. Effectiveness and Termination. Upon the execution of this Agreement by the parties hereto, this Agreement shall become effective in this form as of the date first set forth above, and may be terminated at any time by any party upon thirty (30) days prior written notice to the other parties unless earlier terminated: (i) in accordance with Section 2(a)(i); (ii) upon written notice to the Authorized Participant or the Sponsor by the other party in the event of a material breach by the Authorized Participant or the Sponsor, as the case may be, of this Agreement or the procedures described or incorporated herein; (iii) immediately in the circumstances described in Section 17(j); or (iv) at such time as the Trust is terminated pursuant to the Trust Agreement. This Agreement supersedes any prior agreement between the parties hereto with respect to the subject matter contained herein.

Section 13. Marketing Materials; Representations Regarding Shares; Identification in Registration Statement.

(a) The Authorized Participant represents, warrants and covenants that (i) it will not, in connection with any sale or solicitation of a sale of Shares, make, or permit any of its representatives to make, any representations concerning the Shares or any AP Indemnified Party other than representations not inconsistent with (A) the then-current Prospectus of the Trust, or (B) any promotional materials or sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials furnished to the Authorized Participant by the Sponsor ("Marketing Materials"), and (ii) will not furnish or cause to be furnished to any person or display or publish any information or materials relating to the Shares or any AP Indemnified Party, except for information and materials that are provided by the Sponsor or approved in writing by the Sponsor. Copies of the then-current Prospectus of the Trust and any such Marketing Materials will be supplied by the Sponsor to the Authorized Participant in reasonable quantities upon request.

(b) Notwithstanding the foregoing or anything to the contrary in this Agreement, the Authorized Participant and its affiliates may without the written approval of the Sponsor or the Trust prepare and circulate in the regular course of their businesses research, sales literature, reports, and other similar materials that include information, opinions or recommendations relating to the Shares, provided that such research, sales literature, reports, and other similar materials comply with applicable federal securities laws and regulations and FINRA rules. The Authorized Participant agrees that any representation or statement in such reports, sales literature, correspondence, communications or other similar materials will not contain any untrue statement of a material fact related to Shares or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and, to the extent such materials include statements of fact regarding Shares, such statements of fact will be consistent with the Prospectus.

(c) The Sponsor will provide, or cause to be provided, to the Authorized Participant copies of the then current Prospectus and any Marketing Materials in reasonable quantities upon request. The Sponsor will notify the Authorized Participant when a revised, supplemented or amended Prospectus for the Shares is available, and make available to the Authorized Participant copies of such revised, supplemented or amended Prospectus at such time and in such quantities as may be reasonable to permit the Authorized Participant to comply with any obligation the Authorized Participant may have to deliver such Prospectus to its customers. The Sponsor shall be deemed to have complied with this Section 13(c) when the Authorized Participant has received such revised, supplemented or amended Prospectus by e-mail, in printable form, with such number of hard copies as may be agreed from time to time by the parties promptly thereafter.

(d) For as long as this Agreement is effective, if required by the SEC, the Authorized Participant agrees to be identified as an authorized participant of the Trust (i) in the section of the Prospectus included within the Registration Statement entitled "Plan of Distribution" and in any other section as may be required by the SEC and (ii) on the Trust's website. Upon the termination of this Agreement, (i) during the period prior to when the Trust qualifies and in its sole discretion elects to file on Form S-3, the Trust will remove such identification from the Prospectus in the amendment of the Registration Statement next occurring after the date of the termination of this Agreement and, during the period after when the Sponsor qualifies and in its sole discretion elects to file on Form S-3, the Sponsor will promptly file a current report on Form 8-K indicating the withdrawal of the Authorized Participant as an authorized participant of the Trust and (ii) the Sponsor will promptly update the Trust's website to remove any identification of the Authorized Participant as an authorized participant of the Trust.

Section 14. Certain Covenants of the Sponsor. The Sponsor, on its own behalf and as sponsor of the Trust, covenants and agrees:

(a) to notify the Authorized Participant promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus then being used so that the Prospectus would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and furnish, at the expense of the Trust, to the Authorized Participant promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change;

(b) to furnish directly or cause to be furnished to the Authorized Participant, at each time (i) the Registration Statement or the Prospectus is amended or supplemented by the filing of a post-effective amendment, (ii) a new Registration Statement is filed to register additional Shares and a single Prospectus is used in reliance on Rule 429 under the 1933 Act, and (iii) there is financial information incorporated by reference into the Registration Statement or the Prospectus, such customary documents and certificates in form and content as reasonably requested and agreed; and

(c) to cause the Trust to file a post-effective amendment to the Registration Statement no less frequently than once per calendar quarter on or about the same time that the Trust files a quarterly or annual report pursuant to Sections 13 or 15(d) of the 1934 Act (including the information contained in such report), until such time as the Trust's reports filed pursuant to Sections 13 or 15(d) of the 1934 Act are incorporated by reference in the Registration Statement.

Section 15. Force Majeure. No party to this Agreement shall incur any liability for any delay in performance, or for the non-performance, of any of its obligations under this Agreement by reason of any cause beyond its reasonable control. This includes nuclear fission or fusion, radioactivity, war, terrorist event, invasion, epidemic or pandemic, insurrection, civil commotion, riot, strike, act of government, public authority, public service or utility problems, power outages resulting in telephone, telecopy and computer failures, acts of God, such as fires, floods, extreme weather conditions, market conditions or activities causing trading halts, systems failures involving computer or other information systems affecting the Sponsor, any of the Sponsor's designees for purposes of fulfilling Orders, the Trust, the Transfer Agent, or Authorized Participant, any breakdown, malfunction or failure of transmission in connection with or other unavailability of any wire or communication facilities, any transport, port, or airport disruption, industrial action, acts and regulations and rules of any governmental or supra-national bodies or authorities or regulatory or self-regulatory organization or failure of any such body, authority or organization for any reason, to perform its obligations, or similar extraordinary events beyond the a party's reasonable control.

Section 16. Ambiguous Instructions. If a Purchase Order Form or a Redemption Order Form contains order terms that differ from the information provided in the telephone call at the time of issuance of the applicable order number, the Sponsor will use commercially reasonable efforts to contact one of the Authorized Persons of the Authorized Participant to request confirmation of the terms of the Order. If an Authorized Person confirms the terms as they appear in the Order, then the Order will be accepted and processed. If an Authorized Person contradicts the Order terms, the Order will be deemed invalid, and a corrected Order must be received by the Sponsor. If the Sponsor is not able to contact an Authorized Person, then the Order shall be accepted and processed in accordance with its terms notwithstanding any inconsistency from the terms of the telephone information. In the event that an Order contains terms that are not complete or are illegible, the Order will be deemed invalid and the Sponsor will attempt to contact one of the Authorized Persons of the Authorized Participant to request retransmission of the Order.

Section 17. Miscellaneous.

(a) Amendment and Modification. This Agreement may not be amended except by a writing signed by all the parties hereto. The Procedures attached as Attachment A and the Exhibits

hereto may be amended, modified or supplemented by the Trust and the Sponsor, without consent of the Authorized Participant from time to time by the following procedure. After the amendment, modification or supplement has been agreed to, the Sponsor will mail a copy of the proposed amendment, modification or supplement to the Authorized Participant in accordance with Section 17(c) below. For the purposes of this Agreement, mail will be deemed received by the recipient thereof on the third (3rd) day following the deposit of such mail into the United States postal system and e-mail will be deemed received on the day the message was sent. Within fifteen (15) calendar days after its deemed receipt, the amendment, modification or supplement will become part of this Agreement, the Attachments or the Exhibits, as the case may be, in accordance with its terms. If at any time there is any material amendment, modification or supplement of any Wilshire wShares Enhanced Gold Trust Authorized Participant Agreement (other than this Agreement), the Sponsor will promptly mail a copy of such amendment, modification or supplement to the Authorized Participant.

(b) Waiver of Compliance. Any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but any such written waiver, or the failure to insist upon strict compliance with any obligation, covenant, agreement or condition herein, shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

(c) Notices. Except as otherwise specifically provided in this Agreement, all notices required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by e-mail or personal delivery, by postage prepaid registered or certified United States first class mail, return receipt requested, by nationally recognized overnight courier (delivery confirmation received) or by telex, telegram or telephonic facsimile, e-mail or similar means of same day delivery (transmission confirmation received), with a confirming copy regular mail, postage prepaid. Unless otherwise notified in writing, all notices to the Trust shall be given or sent to the Sponsor. All notices shall be directed to the appropriate contact information indicated below the signature line of the parties on the signature page hereof.

(d) Successors and Assigns. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

(e) Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party without the prior written consent of the other parties, which shall not be unreasonably withheld, except that any entity into which a party hereto may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion, or consolidation to which such party hereunder shall be a party, or any entity succeeding to all or substantially all of the business of the party, shall be the successor of the party under this Agreement and except that the Sponsor may delegate its obligations hereunder to the Distributor or the Administrator by advance written notice to the Authorized Participant. The party resulting from any such merger, conversion, consolidation or succession shall notify the other parties hereto of the change in writing. Any purported assignment in violation of the provisions hereof shall be null and void. Notwithstanding the foregoing, this Agreement shall be automatically assigned to any successor trustee or Sponsor at such time such successor qualifies

as a successor trustee or Sponsor under the terms of the Trust Agreement. Furthermore, the Authorized Participant may assign its rights, interests or obligations hereunder to an affiliate without mutual written consent of any other party.

(f) Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable New York conflict of laws principles) as to all matters, including matters of validity, construction, effect, performance and remedies. Each party hereto irrevocably consents to the jurisdiction of the courts of the State of New York and of any federal court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such party at such party's address for purposes of notices hereunder. Each party hereby waives its right to a trial by jury of any claim arising under or in connection with this Agreement.

(g) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement, and it shall not be necessary in making proof of this Agreement as to any party hereto to produce or account for more than one such counterpart executed and delivered by such party.

(h) Interpretation. The article and section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

(i) Entire Agreement. This Agreement (including any schedules, attachments or exhibits attached hereto), along with any other agreement or instrument delivered pursuant to this Agreement, supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof, provided, however, that the Authorized Participant shall not be deemed by this provision to be a party to the Trust Agreement.

(j) Severance. If any provision of this Agreement is held by any court or any act, regulation, rule or decision of any other governmental or supra national body or authority or regulatory or self-regulatory organization to be invalid, illegal or unenforceable for any reason, it shall be invalid, illegal or unenforceable only to the extent so held and shall not affect the validity, legality or enforceability of the other provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits, obligations, or expectations of the parties to this Agreement. If this Agreement as so modified substantially impairs the respective benefits, obligations, or expectations of the parties to this Agreement, it shall be subject to immediate termination upon written notice by the terminating party delivered in accordance with Section 17(c) of this Agreement.

(k) No Strict Construction. The language used in this Agreement will be deemed to be

the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

(l) Survival. Sections 8 (Indemnification) and 18 (No Promotion) hereof shall survive the termination of this Agreement.

(m) Other Usages. The following usages shall apply in interpreting this Agreement: (i) references to a governmental or quasigovernmental agency, authority or instrumentality shall also refer to a regulatory body that succeeds to the functions of such agency, authority or instrumentality; and (ii) "including" means "including, but not limited to."

(n) Privacy Policies and Procedures. The Authorized Participant affirms that it has policies and procedures in place reasonably designed to protect the privacy of non-public personal consumer/customer financial information to the extent required by applicable law, rule and regulation.

Section 18. No Promotion. Except as provided in Section 13(d) of this Agreement, each of the Trust and the Sponsor agrees that it will not, without the prior written consent of the Authorized Participant in each instance, (i) use in advertising, publicity or otherwise the name of the Authorized Participant or any affiliate of the Authorized Participant, or any partner or employee of the Authorized Participant, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Authorized Participant or its affiliates, or (ii) represent, directly or indirectly, that any product or any service provided by the Trust or the Sponsor has been approved or endorsed by the Authorized Participant.

[Signature Page Follows]

IN WITNESS WHEREOF, the Authorized Participant, the Trust and the Sponsor, on behalf of the Trust, have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.

WILSHIRE PHOENIX FUNDS LLC

By: __________________________

Name:

Title:

WILSHIRE wSHARES ENHANCED GOLD TRUST

By: WILSHIRE PHOENIX FUNDS LLC, its Sponsor

By: __________________________

Name:

Title:

AUTHORIZED PARTICIPANT

By: __________________________

Name:

Title:

EXHIBIT A

CERTIFICATE OF AUTHORIZED PERSONS OF AUTHORIZED PARTICIPANT

The following are the names, titles and signatures of all persons (each an "Authorized Person") authorized to give instructions relating to any activity contemplated by the Authorized Participant Agreement or any other notice, request or instruction on behalf of the Authorized Participant pursuant to the Wilshire wShares Enhanced Gold Trust Authorized Participant Agreement.

Authorized Participant: ___________________

Name: ___________________

E-Mail Address: ___________________

Telephone: ___________________

Fax: ___________________

Name: ___________________

E-Mail Address: ___________________

Telephone: ___________________

Fax: ___________________

Name: ___________________

E-Mail Address: ___________________

Telephone: ___________________

Fax: ___________________

Name: ___________________

E-Mail Address: ___________________

Telephone: ___________________

Fax: ___________________

Certified By: __________________

Name: __________________

Title: __________________

Date: __________________

ATTACHMENT A

WILSHIRE wSHARES ENHANCED GOLD TRUST

CREATION AND REDEMPTION PROCEDURES

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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Section 1.01	Definitions	A-1
Section 1.02	Interpretation	A-3
Section 1.03	Conflicts	A-3

ARTICLE II CREATION PROCEDURES

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Section 2.01

Creations of Shares

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ARTICLE III REDEMPTION PROCEDURES

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Section 3.01

Redemption of Shares

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WILSHIRE wSHARES ENHANCED GOLD TRUST

CREATION AND REDEMPTION PROCEDURES

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.01 Definitions. For purposes of these Creation and Redemption Procedures (the "Procedures"), unless the context otherwise requires, the following terms will have the following meanings:

"Applicable Transaction Fee" shall mean, for any date of determination, the nonrefundable transaction fee applicable to an Order, as described in the Prospectus as of such date.

"Authorized Participant" shall have the meaning ascribed to the term in the introductory paragraph of the Authorized Participant Agreement.

"Authorized Participant Agreement" or "Agreement" shall mean the Authorized Participant Agreement to which these Procedures are attached as Attachment A.

"Authorized Representative" shall mean, with respect to an Authorized Participant, each individual who, pursuant to the provisions of the Authorized Participant Agreement among such Authorized Participant, the Trust and the Sponsor, has the power and authority to act on behalf of the Authorized Participant in connection with the placement of Purchase Orders or Redemption Orders and is in possession of the personal identification number (PIN) assigned by the Creation and Redemption Agent for use in any communications regarding Orders on behalf of such Authorized Participant.

"Basket" shall mean 10,000 Shares (or such number as shall be designated pursuant to the Trust Agreement).

"Basket Payment" shall mean an amount of Cash equal to the aggregate NAV of Shares included in one or more Baskets that are part of an Order.

"Business Day" shall mean any day other than: (i) a Saturday or a Sunday on which the Exchange is scheduled to be open for business, and, in respect of any action to be taken by the Trustee, on which the Trustee is scheduled to be open for business; or (ii) a day on which banking institutions in the United Kingdom are authorized or permitted by law to close or a day on which the London gold market is closed; or (iii) a day on which banking institutions in the United Kingdom are authorized or permitted to be open for less than a full day or the London gold market is open for trading for less than a full day and transaction procedures required to be executed or completed before the close of the day may not be so executed or completed.

"Cash" shall mean U.S. dollars.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

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"Creation" shall mean the process that begins when an Authorized Participant first indicates to the Creation and Redemption Agent its intention to purchase one or more Baskets pursuant to these Procedures and concludes with the issuance by the Trust and Delivery to such Authorized Participant of the corresponding number of Baskets.

"Creation and Redemption Agent" shall mean The Bank of New York Mellon, a New York corporation authorized to do banking business, or any successor thereto engaged by the Trust as the Trust's agent for effecting Creations and Redemptions with Authorized Participants.

"Creation and Redemption Line" shall mean a telephone number designated as such by the Creation and Redemption Agent and communicated to each Authorized Participant in compliance with the notice provisions of the respective Authorized Participant Agreement.

"Delivery" shall mean full delivery of constituents of a Basket to or from (as the context may be require) the Trust's account at the Creation and Redemption Agent.

"DTC" shall mean The Depository Trust Company, its nominees and their respective successors.

"Exchange" shall mean the applicable national securities exchange where the Shares are listed, or any successor thereto. The Shares will be listed on NYSE Arca, Inc.

"NAV" shall mean the net asset value of a Share of the Trust on an Order Date, calculated in accordance with the valuation procedures described in the Prospectus.

"Order" shall mean a Purchase Order or a Redemption Order.

"Order Cut-Off Time" shall mean 9:15 a.m. (New York time) on a Business Day.

"Order Date" shall mean the Business Day on which a Purchase Order or Redemption Order was received prior to the Order Cut-Off Time.

"Prospectus" shall have the meaning ascribed to the term in the Authorized Participant Agreement.

"Purchase Order" shall mean an order to purchase one or more Baskets.

"Redemption" shall mean the process that begins when an Authorized Participant first indicates to the Creation and Redemption Agent its intention to redeem one or more Baskets pursuant to these Procedures and concludes with Delivery by the Creation and Redemption Agent of the corresponding Basket Payment or cash to such Authorized Participant.

"Redemption Order" shall mean an order to redeem one or more Baskets.

"Shareholders" shall mean owners of Shares.

"Shares" shall mean shares issued by the Trust representing units of beneficial interest in the Trust.

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"Sponsor" shall mean Wilshire Phoenix Funds LLC, a Delaware limited liability company, in its capacity as sponsor under the Trust Agreement, and any successor thereto in compliance with the provisions thereof.

"Trust" shall mean the Wilshire wShares Enhanced Gold Trust, a Delaware statutory trust governed by the provisions of the Trust Agreement.

"Trust Agreement" shall have the meaning set forth in the Authorized Participant Agreement.

"Trustee" shall mean Delaware Trust Company, as Delaware trustee.

Section 1.02 Interpretation. In these Procedures:

Unless otherwise indicated, all references to Sections, clauses, paragraphs, schedules or exhibits, are to Sections, clauses, paragraphs, schedules or exhibits in or to these Procedures.

The words "hereof", "herein", "hereunder" and words of similar import shall refer to these Procedures as a whole, and not to any individual provision in which such words may appear.

A reference to any statute, law, decree, rule, regulation or other applicable norm shall be construed as a reference to such statute, law, decree, rule, regulation or other applicable norm as re-enacted, re-designated or amended from time to time.

A reference to any agreement, instrument or document shall be construed as a reference to such agreement, instrument or document as the same may have been amended from time to time in compliance with the provisions thereof.

Section 1.03 Conflicts. In case of conflict between any provision of these Procedures and the terms of the Trust Agreement, the terms of the Trust Agreement shall control.

ARTICLE II

CREATION PROCEDURES

Section 2.01 Creations of Shares. From and after the date hereof, the issuance and Delivery of Shares shall take place only in integral numbers of Baskets in compliance with the following rules:

(a) Authorized Participants wishing to acquire from the Trust one or more Baskets shall place a Purchase Order with the Creation and Redemption Agent on any Business Day. Purchase Orders received by the Creation and Redemption Agent prior to the Order Cut-Off Time on a Business Day shall have such Business Day as the Order Date. Purchase Orders received by the Creation and Redemption Agent on or after the Order Cut-Off Time on a Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.

The Sponsor may, in its discretion, suspend Creations, or postpone the settlement

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date of a Purchase Order, (i) for any period during which the Exchange is closed other than for customary holidays or weekend closings or when trading is suspended or restricted; (ii) for any period during which an emergency exists as a result of which the fulfillment of a Purchase Order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of Shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

(b) For purposes of Section 2.01(a) above, a Purchase Order shall be deemed "received" by the Creation and Redemption Agent only when each of the following has occurred:

(i) An Authorized Representative shall have placed a telephone call to the Creation and Redemption Line informing the Creation and Redemption Agent that the Authorized Participant wishes to place a Purchase Order for a specified number of Baskets.

(ii) The Creation and Redemption Agent shall have sent, via facsimile or electronic mail message, an affirmation to the Authorized Participant that a Purchase Order for a specified number of baskets has been received by the Creation and Redemption Agent from an Authorized Representative for the Authorized Participant's account.

(c) The Creation and Redemption Agent (acting in consultation with, the Sponsor) shall have the absolute right, but shall have no obligation, to reject any Purchase Order if: (i) the Purchase Order is determined by the Creation and Redemption Agent or the Sponsor not to be in proper form, (ii) the Creation and Redemption Agent or the Sponsor believes that the acceptance or receipt of the Purchase Order would have adverse tax consequences to the Trust or to owners of Shares, (iii) the acceptance or receipt of the Purchase Order would, in the opinion of counsel to the Sponsor, be unlawful, or (iv) if circumstances outside of the control of the Sponsor or the Creation and Redemption Agent make it for all practical purposes not feasible to process Purchase Orders. Neither the Creation and Redemption Agent nor the Sponsor shall be liable to any person for rejecting a Purchase Order. Should the Creation and Redemption Agent elect to accept the Purchase Order, it shall communicate its decision by sending to the Authorized Participant, via facsimile or electronic mail message, no later than 10:00 a.m. (New York time) on the same Business Day for such Purchase Order a confirmation from the Creation and Redemption Agent of the accepted Purchase Order. Prior to the transmission of the Creation and Redemption Agent's confirmation of acceptance, a Purchase Order will only represent the Authorized Participant's unilateral offer to deposit the Basket Payment in exchange for one or more Baskets and will have no binding effect upon the Trust, the Sponsor or the Creation and Redemption Agent or any other party. Upon the delivery of any such confirmation of

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acceptance of a Purchase Order in accordance with the foregoing, the Trust and the Authorized Participant shall be bound thereby and each of the Authorized Participant, the Trust, the Sponsor and the Creation and Redemption Agent shall be bound by the terms of these Procedures, the Authorized Participant Agreement and the Trust Agreement applicable to it with respect to such Purchase Order.

After the calculation of NAV on the Order Date of a Purchase Order, the Creation and Redemption Agent shall communicate the amount of the Basket Payment to be paid by the Authorized Participant by sending a facsimile or electronic mail message to the Authorized Participant no later than 7:00 p.m. (New York time) on the Order Date of a Purchase Order.

(d) On the first Business Day following the Order Date corresponding to a Purchase Order, or on such other date as the Sponsor in its discretion may agree, the Trust shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and the Creation and Redemption Agent shall deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose in written instructions to the Creation and Redemption Agent, provided that by 11:00 a.m. (New York time) on the date such issuance is to take place:

(i) the Creation and Redemption Agent shall have received from the Authorized Participant delivery of the Basket Payment and the Applicable Transaction Fee; and

(ii) any other conditions to the issuance under the Trust Agreement shall have been satisfied.

(e) Unless the Sponsor has agreed with the Authorized Participant to extend the settlement date of a Purchase Order until the second Business Day following the Order Date of a Purchase Order, in the event that, by 11:00 a.m. (New York time) on the first Business Day following the Order Date of a Purchase Order governed by Section 2.01(d) above, the Creation and Redemption Agent is unable to confirm the Authorized Participant's transfer of the Basket Payment pursuant to such Purchase Order, the Sponsor may, or cause the Creation and Redemption Agent to, cancel such Purchase Order and will send via fax or electronic mail message notice of such cancellation to the respective Authorized Participant and the Creation and Redemption Agent.

(f) In all other cases, the Trust shall issue the aggregate number of Shares corresponding to the Baskets ordered by the Authorized Participant and the Sponsor shall instruct the Creation and Redemption Agent to deliver them by credit to the account at DTC which the Authorized Participant shall have identified for such purpose

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in written instructions to the Creation and Redemption Agent on the Business Day on which the conditions set forth in clauses (i) to (ii) of Section 2.01(d) above shall have been met.

ARTICLE III

REDEMPTION PROCEDURES

Section 3.01 Redemption of Shares. Redemption of Shares shall take place only in integral numbers of Baskets in compliance with the following rules:

(a) Authorized Participants wishing to redeem one or more Baskets shall place a Redemption Order with the Creation and Redemption Agent on any Business Day. Only Redemption Orders received by the Creation and Redemption Agent prior to the Order Cut-Off Time on a Business Day shall have such Business Day as the Order Date. Redemption Orders received by the Creation and Redemption Agent on or after the Order Cut-Off Time on any Business Day shall be considered received at the opening of business on the next Business Day and shall have as their Order Date such next Business Day.

The Sponsor may, in its discretion, suspend Redemptions, or postpone the settlement date of a Redemption Order, (i) for any period during which the Exchange is closed other than for customary holidays or weekend closings or when trading is suspended or restricted, (ii) for any period during which an emergency exists as a result of which the fulfillment of a Redemption Order is not reasonably practicable; or (iii) for such other period as the Sponsor determines to be necessary for the protection of the Shareholders. The Sponsor will not be liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.

(b) For purposes of Section 3.01(a) above, a Redemption Order shall be deemed "received" by the Creation and Redemption Agent only when each of the following has occurred:

(ii) The Creation and Redemption Agent shall have sent, via facsimile or electronic mail message, an affirmation to the Authorized Participant that a Redemption Order for a specified number of Baskets has been received by the Creation and Redemption Agent from an Authorized Representative for the Authorized Participant's account.

(c) The Creation and Redemption Agent (acting in consultation with, the Sponsor) shall have the absolute right, but shall have no obligation, to reject any

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Redemption Order if: (i) the Redemption Order is determined by the Creation and Redemption Agent or the Sponsor not to be in proper form, (ii) the Creation and Redemption Agent or the Sponsor believes that the acceptance or receipt of the Redemption Order would have adverse tax consequences to the Trust or to owners of Shares, (iii) the acceptance or receipt of the Redemption Order would, in the opinion of counsel to the Sponsor, be unlawful, or (iv) if circumstances outside of the control of the Sponsor or the Creation and Redemption Agent make it for all practical purposes not feasible to process Redemption Orders. Neither the Creation and Redemption Agent nor the Sponsor shall be liable to any person for rejecting a Redemption Order. Should the Creation and Redemption Agent (acting in consultation with, the Sponsor) elect to accept such Redemption Order, it shall communicate its decision to the Authorized Participant by sending to the Authorized Participant, via facsimile or electronic mail message, no later than 10:00 a.m. (New York time) on the same Business Day for such Redemption Order, a confirmation of the Creation and Redemption Agent's acceptance of the Redemption Order. Prior to the transmission of the Creation and Redemption Agent's confirmation of acceptance, a Redemption Order will only represent the Authorized Participant's unilateral offer to redeem the Shares specified in such Redemption Order in exchange for the related Basket Payment and will have no binding effect upon the Trust, the Sponsor, the Creation and Redemption Agent or any other party. Upon the delivery of any such confirmation of acceptance of a Redemption Order in accordance with the foregoing, the Trust and the Authorized Participant shall be bound thereby and each of the Authorized Participant, the Trust, the Sponsor and the Creation and Redemption Agent shall be bound by the terms of these Procedures, the Authorized Participant Agreement and the Trust Agreement applicable to it with respect to such Redemption Order.

After the calculation of NAV on the Order Date for a Redemption Order, the Creation and Redemption Agent shall communicate the amount of the Basket Payment to be paid by the Trust to the Authorized Participant by sending a facsimile or electronic mail message to the Authorized Participant no later than 7:00 p.m. (New York time) on the Order Date of a Redemption Order.

(d) Provided that by 11:00 a.m. (New York time) on the first Business Day following the Order Date of a Redemption Order:

(i) the Authorized Participant has delivered to the Creation and Redemption Agent's account at DTC the total number of Shares to be redeemed by such Authorized Participant pursuant to such Redemption Order; and

(ii) any other conditions to the redemption under the Trust Agreement have been satisfied,

the Creation and Redemption Agent will, as applicable, on such day, at the locations and in the amounts specified in the communication sent in compliance with Section 3.01(c) above, credit the

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account(s) of the redeeming Authorized Participant specified in such confirmation with the applicable Basket Payment. Upon such Delivery, the Creation and Redemption Agent will then cancel the Shares so redeemed on behalf of the Trust.

(e) In connection with any Redemption Order, the Authorized Participant authorizes the Creation and Redemption Agent to deduct the Applicable Transaction Fee from the applicable Basket Payment credited to the applicable account of the redeeming Authorized Participant.

(f) Unless the Sponsor has agreed with the Authorized Participant to extend the settlement date of a Redemption Order until the second Business Day following the Order Date of a Redemption Order, in the event that, by 11:00 a.m. (New York time) on the first Business Day following the Order Date of a Redemption Order governed by Section 3.01(d) above, Creation and Redemption Agent's account at DTC shall not have been credited with the total number of Shares corresponding to the total number of Baskets to be redeemed pursuant to such Redemption Order, the Sponsor may, or cause the Creation and Redemption Agent to, cancel such Redemption Order and will send via fax or electronic mail message notice of such cancellation to the respective Authorized Participant and the Creation and Redemption Agent.

Exhibit 4.1

WILSHIRE PHOENIX FUNDS LLC,

as Sponsor

and

DELAWARE TRUST COMPANY,

as Delaware Trustee

AMENDED AND RESTATED TRUST AGREEMENT

WILSHIRE wSHARES ENHANCED GOLD TRUST

Dated as of December [ _ ], 2020

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1	Definitions	1
Section 1.2	Rules of Construction	6

ARTICLE II CREATION AND DECLARATION OF TRUST

Section 2.1	Creation and Declaration of Trust; Business of the Trust	7
Section 2.2	Legal Title	7
Section 2.3	Book-Entry System; Transferability of Shares	7
Section 2.4	Issuance and Redemption of Shares; General	8
Section 2.5	Purchase Orders	8
Section 2.6	Delivery of Shares	9
Section 2.7	Registration and Registration of Transfer of Shares	9
Section 2.8	Redemption of Shares and Withdrawal of Trust Property	9
Section 2.9	Limitations on Issuance and Delivery, Registration of Transfer and Surrender of Shares	10
Section 2.10	Splits and Reverse Splits of Shares	10

ARTICLE III CERTAIN OBLIGATIONS OF REGISTERED OWNERS
Section 3.1	Limitation on Liability	11
Section 3.2	Liability of Registered Owner for Taxes and Other Governmental Charges	11

ARTICLE IV ADMINISTRATION OF THE TRUST
Section 4.1	Valuation of Trust Property	11
Section 4.2	Responsibility of the Sponsor for Determinations	12
Section 4.3	Cash Distributions	12
Section 4.4	Other Distributions	12
Section 4.5	Fixing of Record Date	12
Section 4.6	Payment of Expenses; Sales of Trust Property	13
Section 4.7	Statements and Reports	14

Section 4.8	Further Provisions for Sales of Trust Property	14
Section 4.9	Counsel	15
Section 4.10	Tax Matters	15

ARTICLE V THE DELAWARE TRUSTEE AND THE SPONSOR

Section 5.1	Management of the Trust	18
Section 5.2	Maintenance of Office and Transfer Books by the Transfer Agent	18
Section 5.3	Authority of the Sponsor	19
Section 5.4	Prevention or Delay in Performance by the Sponsor or the Delaware Trustee	19
Section 5.5	Liability of Covered Persons	19
Section 5.6	Duties	21
Section 5.7	Obligations of the Sponsor and the Delaware Trustee	23
Section 5.8	Delegation of Obligations of the Sponsor	23
Section 5.9	Appointment of Successor Sponsor or Sponsors	24
Section 5.10	Resignation or Removal of the Delaware Trustee; Appointment of Successor Delaware Trustee	25
Section 5.11	Custodians	25
Section 5.12	Indemnification	26
Section 5.13	Reserved	27
Section 5.14	Charges of the Sponsor	27
Section 5.15	Retention of Trust Documents	28
Section 5.16	Federal Securities Law Filings	28
Section 5.17	Prospectus Delivery	28
Section 5.18	Discretionary Actions by Sponsor; Consultation	28
Section 5.19	Delaware Trustee	28
Section 5.20	Compensation and Expenses of the Delaware Trustee	29

ARTICLE VI AMENDMENT AND TERMINATION

Section 6.1	Amendment	30
Section 6.2	Termination	31

ARTICLE VII MISCELLANEOUS


Section 7.1	Counterparts	33
Section 7.2	Derivative Actions; Third-Party Beneficiaries	33
Section 7.3	Severability	33
Section 7.4	Notices	34
Section 7.5	Governing Law; Consent to Jurisdiction	34
Section 7.6	Headings	35
Section 7.7	Binding Effect; Entire Agreement	35
Section 7.8	Provisions in Conflict With Law or Regulations	35
Section 7.9	Conditions to Effectiveness of Amendments	35

EXHIBIT A	CERTIFICATE OF TRUST

ANNEX I	CAPITAL ACCOUNTS, DISTRIBUTIONS AND ALLOCATIONS

AMENDED AND RESTATED TRUST AGREEMENT

This Amended and Restated Trust Agreement (this "Agreement"), dated as of December [ _ ], 2020, is between Wilshire Phoenix Funds LLC, a Delaware limited liability company, as sponsor (the "Sponsor") and Delaware Trust Company, a Delaware trust company, as Delaware trustee (the "Delaware Trustee").

W I T N E S S E T H:

WHEREAS, the Wilshire wShares Enhanced Gold Trust (the "Trust") was created on January 8, 2020 under the provisions of the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. (as it may be amended from time to time, or any successor legislation, the "Act"); and

WHEREAS, in connection with the creation of the Trust, a trust agreement was executed by the Sponsor and the Delaware Trustee as of January 8, 2020, as amended on August 24, 2020 (as so amended, the "Existing Trust Agreement"); and

WHEREAS, the parties hereto wish to amend and restate the Existing Trust Agreement to reflect the provisions reflected herein.

NOW, THEREFORE, it being the intention of the parties hereto that, effective as of the date hereof, this Amended and Restated Trust Agreement constitute the governing instrument of the Trust, and the provisions of the Existing Trust Agreement shall have no longer any force or effect and shall be superseded entirely by the provisions hereof, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1 Definitions. Except as otherwise specified in this Agreement or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement.

"Act" has the meaning specified in the recitals hereto.

"Administrator" means The Bank of New York Mellon, acting in its capacity as the Trust's administrator, together with its permitted successors and assigns.

"Adjusted Net Asset Value" has the meaning specified in Section 4.1(b).

"Adjusted Property" means any property the book value of which has been adjusted as provided by Section 1(d) of Annex I.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person.

"Agreement" means this Amended and Restated Trust Agreement, including Exhibit A, Exhibit B and Annex I hereto, as amended, modified, supplemented and restated from time to time in accordance with its terms.

"Auditor" means Citrin Cooperman & Company LLP, or any other auditor appointed by the Sponsor in connection with the Trust.

"Authorized Participant" means a Person that, at the time of submitting to the Trust a Purchase Order or a Redemption Order (a) is a broker-dealer registered under the Exchange Act and a member in good standing of the Financial Industry Regulatory Authority, Inc. or is a securities market participant that is exempt from registration as a broker-dealer, (b) is a DTC Participant and (c) has in effect a valid Authorized Participant Agreement or has entered into a dealer or similar agreement with an Authorized Participant that has executed an Authorized Participant Agreement.

"Authorized Participant Agreement" means an agreement among the Trust, the Sponsor and an Authorized Participant that provides the procedures for the creation and redemption of Shares.

"Basket" means 10,000 Shares, as such number may be increased or decreased, from time to time, by the Sponsor in its sole discretion or in accordance with Section 2.12.

"Basket Amount" is the amount of cash that an Authorized Participant must Deliver in exchange for one Basket, or that an Authorized Participant is entitled to receive in exchange upon Surrender of one Basket. The Basket Amount will be determined as provided in Section 2.5(c).

"Beneficial Owner" means any Person owning a beneficial interest in any Shares, including a person who holds Shares through or on behalf of any Registered Owner.

"Book-Tax Disparity" means, with respect to any property, as of any date of determination, the difference between the book value of such property (as initially determined under Section 7 of Annex I in the case of contributed property, and as adjusted from time to time in accordance with Section 2(c) of Annex I) and the adjusted basis thereof for U.S. federal income tax purposes, as of such date of determination. A Beneficial Owner's share of the Trust's Book-Tax Disparities will be reflected by the difference between such Beneficial Owner's Capital Account balance, as maintained pursuant to Section 1 of Annex I, and the hypothetical balance of the Capital Account computed as if it had been maintained strictly in accordance with U.S. federal income tax accounting principles.

"Business Day" means any day other than (i) a Saturday or a Sunday on which the Exchange is scheduled to be open for business, and, in respect of any action to be taken by the Delaware Trustee, on which the Delaware Trustee is scheduled to be open for business; or (ii) for purposes of the creation and redemption process, a day on which banking institutions in the United Kingdom are authorized or permitted by law to close or a day on which the London gold market is closed; or (iii) a day on which banking institutions in the United Kingdom are authorized or permitted to be open for less than a full day or the London gold market is open

for trading for less than a full day and transaction procedures required to be executed or completed before the close of the day may not be so executed or completed.

"Capital Account" has the meaning specified in Section 1 of Annex I.

"Cash" means U.S. dollars.

"Certificate of Trust" means the Certificate of Trust, as filed with the Secretary of State pursuant to Section 3810 of the Act, as amended and restated from time to time, attached hereto as Exhibit A.

"Code" means the Internal Revenue Code of 1986, as amended.

"Conflicting Provisions" has the meaning specified in Section 7.9.

"Corporate Trust Office" means the Delaware Trustee's office located at 251 Little Falls Drive, Wilmington, DE 19808, Attn: Trust Administration.

"Covered Person" means the Delaware Trustee, the Sponsor and their respective Affiliates.

"Custodian" has the meaning specified in Section 5.11.

"Delaware Trustee" means the Person named as such in the introductory paragraph hereto, solely in such Person's capacity as the Delaware trustee of the Trust created hereunder and not in such Person's individual capacity, and includes any successor Delaware trustee under this Agreement.

"Deliver," "Delivered" or "Delivery" means one or more book-entry transfers of such Shares to an account or accounts at DTC designated by the Person entitled to such delivery for further credit as specified by such Person.

"DTC" means The Depository Trust Company, or its successor.

"DTC Participant" means a Person that has an account with DTC.

"Exchange" means NYSE Arca, Inc., a Delaware corporation and a registered U.S. national securities exchange, or any other regulated securities market where the Sponsor may from time to time decide to list the Shares for trading in the United States or otherwise.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

"Indemnified Amounts" has the meaning specified in Section 5.12(a).

"Indemnitee" has the meaning specified in Section 5.12(c).

"Indemnitor" has the meaning specified in Section 5.12(c).

"Index" means the Wilshire Gold Index.

"Index Calculation Agent" means Solactive AG, or any successor index calculation agent for the Index.

"Indirect Participant" means a Person that has access to the DTC clearing system by clearing securities through, or maintaining a custodial relationship with, a DTC Participant.

"Initial Contributions" has the meaning specified in Section 1 of Annex I.

"LBMA" means the London Bullion Market Association or any successor or assigns.

"LBMA Gold Price" means the price of Physical Gold that is based on the LBMA daily auctions.

"LBMA Gold Price PM" means the price of Physical Gold that is based on the LBMA daily afternoon auction.

"Liquidating Trustee" has the meaning specified in Section 6.2(c).

"Marketing Agent" means Foreside Fund Services, LLC and its permitted successors and assigns.

"Net Asset Value per Basket" means, as of any date of determination the number obtained by multiplying (x) the Net Asset Value per Share on the date on which the determination is being made by (y) the number of Shares that constitute a Basket on the date on which the determination is being made.

"Net Asset Value per Share" means the net asset value of a Share, as determined in accordance with Section 4.1(b).

"Net Asset Value of the Trust" has the meaning specified in Section 4.1(b).

"Offering Documents" means the Trust's prospectus included in its effective registration statement on Form S-1 or Form S-3 (or any successor forms) as filed with the SEC, and any amendments or supplements thereto.

"Order Cut-Off Time" means, with respect to any Business Day, shall mean (a) 9:15 a.m. (New York time) or (b) any other time agreed to by the Sponsor and the Transfer Agent and of which all existing Authorized Participants have been previously notified by the Sponsor or the Transfer Agent.

"Order Date" means, with respect to a Purchase Order, the date specified in Section 2.5(b) and, with respect to a Redemption Order, the date specified in Section 2.8.

"Partnership Representative" means the Sponsor, its designee or any successor thereto in its capacity as the "partnership representative" for the Trust, as such term is defined in Section 6223 of the Code, and includes the "designated individual" described in Treasury

regulation section 1.6223-1(b). Initially the Partnership Representative shall be Corporation Service Company, a Delaware corporation.

"Percentage Interest" means as to each Beneficial Owner, the portion (expressed as a percentage) of the total outstanding Shares held by such Beneficial Owner.

"Person" means any natural person or any limited liability company, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Physical Gold" means physical gold held by the Trust.

"Proceeding" has the meaning specified in Section 5.12(c).

"Purchase Order" has the meaning specified in Section 2.5(b).

"Redemption Order" has the meaning specified in Section 2.8.

"Registered Owner" means a Person in whose name Shares are registered on the books of the Registrar maintained for that purpose, initially Cede & Co.

"Registrar" means the Transfer Agent or any bank or trust company that is appointed to register Shares and transfers of Shares as herein provided.

"Representative" means Exchange Traded Concepts, LLC, an Oklahoma limited liability company, in its capacity as Sponsor Representative, together with its permitted successors and assigns.

"SEC" means the U.S. Securities and Exchange Commission, or any successor governmental agency in the United States.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

"Service Provider" means any of the Administrator, the Representative, the Transfer Agent, the Delaware Trustee, the Custodians and any other service provider named in the Offering Documents or which has been engaged by the Trust to provide services.

"Services Agreement" means the Services Schedule between the Trust and Broadridge Investor Communications Solutions, Inc., which incorporates the corresponding Terms of Service referred to therein.

"Shares" means units of fractional undivided beneficial interest in the net assets of the Trust.

"Sponsor" means the Person named as such in the introductory paragraph hereto, solely in such Person's capacity as sponsor of the Trust and not in such Person's individual capacity, or any successor thereto which shall have executed such documents and other

instruments as shall be necessary to assume all of the duties and responsibilities of the Sponsor hereunder.

"Sponsor's Fee" has the meaning specified in Section 5.14(a).

"Sponsor Indemnified Party" has the meaning specified in Section 5.12(b).

"Surrender" means, when used with respect to Shares, one or more book-entry transfers of Shares to the DTC account of the Trust established by the Transfer Agent as agent for the Trust.

"Transaction Fee" has the meaning specified in Section 2.5(c).

"Transfer Agent" means The Bank of New York Mellon, acting in its capacity as the Trust's transfer agent, together with its permitted successors and assigns.

"Trust" has the meaning specified in the recitals hereto.

"Trust Property" means, at any time, the assets of the Trust at such time, regardless of whether such assets are held by a Custodian or any agent or other custodian for the Trust.

"Trustee Indemnified Persons" has the meaning specified in Section 5.12(a).

"Unrealized Gain" attributable to any Trust property means, as of any date of determination, the excess, if any, of the fair market value of such property (as determined for purposes of Section 1(d) of Annex I) as of such date of determination over the adjusted basis of such property as of such date of determination.

"Unrealized Loss" attributable to any Trust property means, as of any date of determination, the excess, if any, of the adjusted basis of such property as of such date of determination over the fair market value of such property (as determined for purposes of Section 1(d) of Annex I) as of such date of determination.

"Withdrawal Event" has the meaning specified in Section 5.9.

Section 1.2 Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined herein has the meaning assigned to it in accordance with generally accepted accounting principles as then in effect in the United States;

(d) the words "herein," "hereof," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(e) "including" means including without limitation; and

(f) words in the singular include the plural and words in the plural include the singular.

ARTICLE II

CREATION AND DECLARATION OF TRUST

Section 2.1 Creation and Declaration of Trust; Business of the Trust.

(a) The Trust will hold all Trust Property for the benefit of the Registered Owners for the purposes of, and subject to the terms and conditions set forth in, this Agreement. The trust governed by this Agreement shall be known as "Wilshire wShares Enhanced Gold Trust." The Delaware Trustee filed or caused to be filed the original Certificate of Trust on January 8, 2020 and Amendment No. 1 thereto on August 24, 2020, and is hereby authorized and directed to file any amendment thereto or restatement thereof as may be necessary or appropriate from time to time.

(b) Consistent with the investment objective set forth in Section 2.1(c), the Trust shall have full power and authority (i) to engage in such business or activities as set forth in, or contemplated by, this Agreement, the Offering Documents, the Authorized Participant Agreements and any other agreements or instruments to which, in compliance with the provisions of this Agreement, it shall become a party to or by which it may be bound, (ii) to engage in activities incidental and necessary to carry out the duties and responsibilities as set forth in, or contemplated by, this Agreement, the Offering Documents, the Authorized Participant Agreements and such other agreements or instruments and (iii) subject to the following sentence, to engage in any other lawful business, purpose or activity for which statutory trusts may be formed under the Act. Other than the Shares, the Trust shall not issue or sell any beneficial interests or other obligations or otherwise incur, assume or guarantee any indebtedness for money borrowed.

(c) The Trust's investment objective shall be for the Shares to closely reflect the Index, less the Trust's liabilities and expenses.

Section 2.2 Legal Title. Legal title to all of the Trust Property shall be vested in the Trust as a separate legal entity; provided, however, that where applicable law in any jurisdiction requires any part of the Trust Property to be vested otherwise, the Trust may cause legal title to the Trust Property or any portion thereof to be held by or in the name of the Sponsor or any other Person (other than a Registered Owner or a Beneficial Owner) as nominee.

Section 2.3 Book-Entry System; Transferability of Shares.

(a) The ownership of Shares shall be recorded on the books of the Trust or the Transfer Agent. No certificates certifying the ownership of Shares shall be issued except as the Sponsor may otherwise determine from time to time. The Sponsor may make such rules as it considers appropriate for the issuance of Share certificates, transfer of Shares

and similar matters. The record books of the Trust as kept by the Trust, or the Transfer Agent, as the case may be, shall be conclusive as to the identity of the Registered Owners and as to the number of Shares held from time to time by each.

(b) The Transfer Agent in consultation with the Sponsor will apply to DTC for acceptance of the Shares in its book-entry settlement system.

(c) So long as the Shares are eligible for book-entry settlement with DTC and such settlement is available, unless otherwise required by law, (i) no Beneficial Owner will be entitled to receive a separate certificate evidencing those Shares, (ii) the interest of a Beneficial Owner in Shares will be shown only on, and transfer of that interest will be effected only through, records maintained by DTC or a DTC Participant or Indirect Participant through which the Beneficial Owner holds that interest and (iii) the rights of a Beneficial Owner with respect to Shares will be exercised only to the extent allowed by, and in compliance with, the arrangements in effect between such Beneficial Owner and DTC or the DTC Participant or Indirect Participant through which that Beneficial Owner holds an interest in Shares.

(d) If DTC ceases to make its book-entry settlement system available for such Shares, the Sponsor in consultation with the Transfer Agent may select a comparable depositary for the book-entry settlement of the Shares. If the Sponsor in consultation with the Transfer Agent determine that no such successor depositary is available, the Trust will terminate as set forth in Section 6.2(a)(vi) hereof.

Section 2.4 Issuance and Redemption of Shares; General. Subject to the terms of this Agreement, the Transfer Agent shall have the power and authority, and is hereby authorized, without the approval or action of any Registered Owner or Beneficial Owner, to issue and redeem Shares from time to time. The number of Shares authorized shall be unlimited. All Shares when so issued on the terms contemplated by this Agreement shall be fully paid and non-assessable. Every Registered Owner or Beneficial Owner, by virtue of having purchased or otherwise acquired a Share or a beneficial interest in a Share, shall be deemed to have expressly consented and agreed to be bound by the terms of this Agreement.

Section 2.5 Purchase Orders.

(a) From and after the date hereof, Deliveries of Shares will take place only in integral numbers of Baskets and in compliance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement.

(b) Authorized Participants wishing to acquire one or more Baskets must place an order (a "Purchase Order") with the Transfer Agent on any Business Day. Purchase Orders received by the Sponsor or its designee on a Business Day prior to the Order Cut-Off Time will have that Business Day as the Order Date. Purchase Orders received by the Sponsor or its designee on a Business Day on or after the Order Cut-Off Time, or on a day that is not a Business Day, will have the next Business Day as the Order Date. As consideration for each Basket to be acquired pursuant to a Purchase Order, an Authorized

Participant must Deliver the Basket Amount (determined as described in Section 2.5(c) below) announced by the Trust on the Order Date (determined as described above) of such corresponding Purchase Order.

(c) The Representative shall determine the Basket Amount for each Business Day. The Basket Amount shall be an amount of cash equal to (i) the Net Asset Value Per Basket as announced by the Trust (x) on the date the related Purchase Order was received, in the case of a Purchase Order for cash received by Order Cut-Off Time on any Business Day, or (y) on the following Business Day, in the case of a Purchase Order for cash received after the Order Cut-Off Time on any Business Day, plus (ii) the applicable transaction fee specified in the Offering Documents and any additional amounts necessary to reimburse the Trust and the Sponsor and its designee(s) for any and all expenses and costs incurred in connection with such Purchase Order or Redemption Order, including the applicable fees and expenses specified in Section 2.6 and Section 2.8 hereof for Purchase Orders or Redemption Orders, respectively (the "Transaction Fee"). The Transaction Fee may be increased in the Sponsor's discretion, and will be effective two (2) Business Days following the filing of an amendment or supplement to the Offering Documents or as otherwise specified therein. The Sponsor intends to publish, or may designate other persons to publish, for each Business Day, the Net Asset Value Per Share.

Section 2.6 Delivery of Shares. Upon receipt by the Representative of any Delivery of the Basket Amount in accordance with Section 2.5, together with a Purchase Order and the other required documents, if any, as specified above and a confirmation that the Basket Amount has been Delivered for each Basket, the Transfer Agent, subject to the terms and conditions of this Agreement and any procedures attached to an applicable Authorized Participant Agreement, shall Deliver to, or as directed by, the Authorized Participant the number of Baskets issuable in respect of such Delivery as requested in the corresponding Purchase Order, but only upon reimbursement to the Trust of any applicable extraordinary costs or expenses incurred in connection with the execution of trades related to such Purchase Order, and the payment of the fees and expenses incurred in respect of any taxes and governmental charges and fees payable in connection with such Delivery and the issuance and Delivery of the Baskets.

Section 2.7 Registration and Registration of Transfer of Shares. The Transfer Agent shall keep or cause to be kept a register of Registered Owners and shall provide for the registration of Shares and the registration of transfers of Shares.

Section 2.8 Redemption of Shares and Withdrawal of Trust Property.

(a) Authorized Participants wishing to redeem one or more Baskets must place an order with the Transfer Agent on a Business Day (a "Redemption Order"). Upon the Transfer Agent's receipt of a Redemption Order, the Surrender by an Authorized Participant of any integral number of Baskets for the purpose of withdrawal of the amount of Trust Property represented thereby and the Authorized Participant's payment of the Transaction Fee (including reimbursement to the Trust of any applicable extraordinary costs or expenses incurred in connection with the execution of trades related to such Redemption Order, and the payment to the Sponsor or its designee(s) of the fees and expenses of the

Sponsor and its designee(s) relating to any taxes and governmental charges and fees payable in connection with such Delivery), subject to the terms and conditions of this Agreement, including Section 2.9, and any procedures attached to an applicable Authorized Participant Agreement, such Baskets shall be redeemed by the Trust, and such Authorized Participant, as, or acting on authority of, the Registered Owner of those Shares will be entitled to Delivery, in accordance with the provisions of this Agreement, as supplemented by any procedures attached to an applicable Authorized Participant Agreement, to the extent those procedures are consistent with this Agreement, of the Basket Amounts corresponding to such Baskets (determined in accordance with Section 2.9) on the applicable Order Date (determined as provided below).

(b) Redemption Orders received by the Transfer Agent prior to the Order Cut-Off Time on a Business Day will have that Business Day as the Order Date. Redemption Orders received by the Transfer Agent on or after the Order Cut-Off Time on a Business Day, or on a day that is not a Business Day, will have the next Business Day as the Order Date.

Section 2.9 Limitations on Issuance and Delivery, Registration of Transfer and Surrender of Shares. As a condition precedent to the Delivery, registration of transfer, split-up, combination or Surrender of any Shares or withdrawal of any Trust Property, the Transfer Agent may require payment from the Authorized Participant Surrendering the Shares of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to any securities being withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature or other information that it deems to be necessary and may also require compliance with any regulations the Transfer Agent may establish consistent with the provisions of this Agreement, including this Section 2.9.

Section 2.10 Splits and Reverse Splits of Shares.

(a) If requested in writing by the Sponsor, the Transfer Agent shall effect a split or reverse split of the Shares as of a record date set by the Transfer Agent in accordance with procedures determined by the Transfer Agent.

(b) The Transfer Agent is not required to distribute any fraction of a Share in connection with a split or reverse split of the Shares. The Transfer Agent may sell the aggregated fractions of Shares that would otherwise be distributed in a split or reverse split of the Shares or liquidate the amount of Trust Property that would be represented by those Shares and distribute the net proceeds of those Shares or that Trust Property to the Registered Owners entitled to such proceeds. The amount of Trust Property represented by each Share shall be adjusted, and the number of Shares comprising a Basket and the Basket Amount may be adjusted, as appropriate as of the open of business on the Business Day following the record date for a split or reverse split of the Shares.

ARTICLE III

CERTAIN OBLIGATIONS OF REGISTERED OWNERS

Section 3.1 Limitation on Liability. Registered Owners and Beneficial Owners shall be entitled to the same limitation on personal liability extended to stockholders of private corporations for profit organized under the general corporation law of the State of Delaware.

Section 3.2 Liability of Registered Owner for Taxes and Other Governmental Charges. If any tax or other governmental charge shall become payable by the Transfer Agent with respect to any transfer or redemption of Shares, such tax or other governmental charge shall be payable by the Registered Owner of such Shares to the Transfer Agent. The Transfer Agent may refuse to effect any registration of transfer of such Shares or any withdrawal of Trust Property represented by such Shares until such payment is made and may withhold any distributions, or may sell for the account of the Registered Owner thereof Trust Property or Shares, and may apply such distributions or the proceeds of any such sale in payment of such tax or other governmental charge, and the Registered Owner of such Shares shall remain liable for any deficiency. The Transfer Agent shall distribute any net proceeds of a sale made under the preceding sentence that remain, after payment of the tax or other governmental charge, to the Registered Owners entitled thereto as in the case of a distribution in cash.

ARTICLE IV

ADMINISTRATION OF THE TRUST

Section 4.1 Valuation of Trust Property.

(a) The Administrator has been granted the exclusive authority to determine the Net Asset Value of the Trust and the Net Asset Value per Share, to be exercised as set forth below, until such time as the Sponsor revokes such delegation in its sole discretion. On each Business Day on which the Exchange is open for regular trading, the Administrator shall determine the Net Asset Value of the Trust and the Net Asset Value per Share as of 4:00 p.m. (New York City time). The Administrator, on behalf of the Trust, shall value each item of Trust Property and shall use such valuation on each such Business Day in the determination of the Net Asset Value of the Trust. The Administrator shall not be liable to any Person for the determination that the most recently communicated Net Asset Value of the Trust Property is not appropriate or for any determination as to the alternative basis for valuation; provided that such determination is made in good faith.

(b) In calculating the Net Asset Value of the Trust, the Administrator shall subtract all fees (other than fees computed by reference to the value of the Trust or its assets), accrued expenses and other liabilities of the Trust from the total value of the Trust Property as of the time of calculation. The resulting figure is the "Adjusted Net Asset Value" of the Trust. All fees computed by reference to the value of the Trust or its assets shall be calculated on the Adjusted Net Asset Value. The Administrator shall subtract from the Adjusted Net Asset Value all accrued fees so calculated. The resulting figure is the "Net Asset

Value of the Trust". The Administrator shall divide the Net Asset Value of the Trust by the number of Shares outstanding as of the time of the calculation, which figure is the "Net Asset Value per Share". All fees, expenses and other liabilities of the Trust that are or will be incurred or accrued through the close of business on a Business Day shall be included in the calculations required by this Section 4.1(b) for that Business Day. Shares deliverable under a Purchase Order shall be considered to be outstanding for purposes of the calculations required by this Section 4.1(b) beginning on the Business Day following the Order Date of such Purchase Order. Shares deliverable under a Redemption Order shall be considered to no longer be outstanding for purposes of the calculations required by this Section 4.1(b) on and after the Business Day following the Order Date of such Redemption Order.

(c) The Administrator may (and under extraordinary circumstances as identified by the Sponsor in consultation with the Administrator, shall) value any asset of the Trust pursuant to such other principles as the Administrator deems fair and equitable so long as such principles are consistent with industry standards. For purposes of the foregoing, "extraordinary circumstances" shall include, but not be limited to, periods during which a price for Physical Gold or another asset held by the Trust is not available due to force majeure-type events such as systems failure, natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or labor disruption or any similar intervening circumstance or due to a trading or other restriction imposed by any relevant markets.

Section 4.2 Responsibility of the Sponsor for Determinations. The determinations made by the Sponsor under this Agreement shall be made in good faith upon the basis of information reasonably available to it, and the Sponsor shall not be liable for any errors contained in such information. The Sponsor shall have no liability to the Authorized Participants, the Registered Owners, the Beneficial Owners or the Service Providers for errors in judgment.

Section 4.3 Cash Distributions. The Transfer Agent shall have the exclusive authority to cause the Trust to distribute any Trust Property to the Registered Owners in accordance with this Agreement. Whenever the Trust distributes any cash to the Registered Owners, the Transfer Agent shall distribute the amount available for distribution to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively. The Transfer Agent shall distribute only such amount, however, as can be distributed without attributing to any Registered Owner a fraction of one cent. Any such fractional amounts shall be rounded down to the nearest whole cent.

Section 4.4 Other Distributions. Whenever the Trust distributes any non-cash proceeds (including claims and other intangibles) in respect of Trust Property other than property subject to distribution in accordance with the creation and redemption procedures set forth herein, as supplemented by the Authorized Participant Agreements, the Transfer Agent shall cause such non-cash proceeds received by the Trust to be distributed to the Registered Owners entitled thereto, in proportion to the number of Shares held by them respectively, after deduction or upon payment of applicable expenses of the Service Providers.

Section 4.5 Fixing of Record Date. Whenever any distribution will be made, or whenever the Sponsor or the Transfer Agent receives notice of any solicitation of proxies

or consents from Registered Owners, or whenever for any reason there is a split, reverse split or other change in the outstanding Shares, or whenever the Sponsor or the Liquidating Trustee shall find it necessary or convenient in respect of any matter, the Sponsor, or the Liquidating Trustee, as applicable, in consultation with the Transfer Agent, shall fix a record date for the determination of the Registered Owners who shall be (a) entitled to receive such distribution or the net proceeds of the sale thereof, (b) entitled to give such proxies or consents in respect of any such solicitation or (c) entitled to act in respect of any other matter for which the record date was set.

Section 4.6 Payment of Expenses; Sales of Trust Property.

(a) The following charges will be accrued and shall be paid by the Trust:

(i) any expenses of the Trust not assumed by the Sponsor specified in Section 4.6(b), including any fees and expenses associated with the Trust's monthly rebalancing between Physical Gold and Cash, any other fees (including commissions and/or exchange fees) associated with the buying and selling of Physical Gold for the Trust;

(ii) fees and expense reimbursements due to the Marketing Agent;

(iii) the Trust's regulatory fees and expenses (including any filing, application or license fees);

(iv) printing and mailing costs;

(v) costs of maintaining the Trust's website;

(vi) the Trust's legal fees and expenses in excess of $100,000 annually;

(vii) any applicable license fees;

(viii) extraordinary legal fees and expenses of the Sponsor, any Service Provider or the Trust;

(ix) any taxes and other governmental charges (including any value added tax) that may fall on the Trust or the Trust Property;

(x) any expenses of any extraordinary services performed by the Sponsor (or other Service Provider) on behalf of the Trust or expenses of any action taken by the Sponsor to protect the Trust or the interests of Registered Owners or the Beneficial Owners;

(xi) any expenses of the Service Providers;

(xii) any indemnification obligations of the Trust, including indemnification of a Trustee Indemnified Person and Sponsor Indemnified Party as provided in Section 5.12; and

(xiii) the fee payable to the Sponsor pursuant to Section 5.14.

(b) The Sponsor will be responsible for paying, out of the fee payable to the Sponsor pursuant to Section 5.14, the fees owed to the Administrator, the Gold Custodian, the Cash Custodian, the Transfer Agent, the Representative, the Delaware Trustee, the Index Calculation Agent, the Partnership Representative, the Trust's audit fees (including any fees and expenses associated with tax preparation) and up to $100,000 per year of the Trust's legal fees and expenses.

(c) The Representative shall sell or liquidate, or cause to be sold or liquidated, Trust Property in such quantity and at such times as may be necessary to permit payment of any fees or expenses under this Agreement or any other agreements to which the Trust is a party. Neither the Sponsor nor the Representative shall have any liability for loss or depreciation resulting from sales of Trust Property so made. Neither the Sponsor nor the Representative shall be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to the Sponsor's or the Representative's direction or otherwise in accordance with this Section 4.6 or as contemplated in Section 4.8.

(d) Except as provided in this Agreement, the Trust shall have no obligation to make any distribution to any Registered Owners or Beneficial Owners.

Section 4.7 Statements and Reports.

(a) After the end of each fiscal year and within the time period required by applicable laws, rules and regulations, the Trust shall send to the Registered Owners at the end of such fiscal year an annual report of the Trust containing financial statements that will be audited by independent accountants designated by the Sponsor and such other information as may be required by such laws, rules and regulations or otherwise. The annual report may be distributed by any means acceptable to such Registered Owners, including posting the annual report on the Trust's publicly available website.

(b) The Administrator shall provide the Sponsor with such certifications, supporting documents and other evidence regarding the internal control over financial reporting established and maintained by the Trust, and used by the Administrator in connection with its preparation of the financial statements of the Trust, as may be reasonably necessary in order to enable the Sponsor to prepare and file or furnish to the SEC any certifications regarding such matters that may be required to be included with the Trust's periodic reports under the Exchange Act.

Section 4.8 Further Provisions for Sales of Trust Property. In addition to selling Trust Property in accordance with Section 4.6, the Representative shall sell Trust Property in the following circumstances:

(a) the Sponsor has notified the Representative that such sale is required by applicable law or regulation;

(b) to rebalance the Trust's assets on the last Business Day of each month to be consistent with the allocations of assets in the Index, as appropriate;

(d) this Agreement has been terminated and the Trust Property is to be liquidated in accordance with Section 6.2.

Neither the Sponsor nor the Representative shall be liable or responsible in any way for depreciation or loss incurred by reason of any sale made pursuant to this Section 4.8.

Section 4.9 Counsel. The Sponsor may, from time to time, employ counsel to act on behalf of the Trust and perform any legal services in connection with the Trust Property and the Trust, including any legal matters relating to the possible disposition or acquisition of any Trust Property. The fees and expenses of such counsel shall be paid by the Sponsor; provided, however, that the Sponsor shall not be responsible for the payment of any such legal fees and expenses in excess of $100,000 annually, nor shall the Sponsor be responsible for any extraordinary legal fees and expenses of the Trust; provided further that the foregoing annual limitation shall not apply to any amounts payable by the Sponsor pursuant to Section 5.12(a).

Section 4.10 Tax Matters.

(a) The Auditor or its designee shall prepare or cause to be prepared all federal, state, and local tax returns of the Trust for each year for which such returns are required to be filed and shall file or cause such returns to be timely filed and the Administrator, at the direction of the Sponsor, shall timely pay (or cause to be timely paid) any tax, assessment or other governmental charge owing with respect to the Trust out of Trust Property. Broadridge Investor Communication Solutions, Inc. ("Broadridge"), by itself or through its affiliates (or any other entity engaged by the Sponsor on behalf of the Trust for such purpose) shall, pursuant to the Services Agreement, deliver or cause to be delivered to each Beneficial Owner, or the broker or nominee through which a Beneficial Owner owns its Shares, a Schedule K-1 and such other information, if any, with respect to the Trust as may be necessary for the preparation of the federal income tax or information returns of such Beneficial Owner including a statement showing each Beneficial Owner's share of income, gain, loss, expense, deductions and credits for such fiscal year for U.S. federal income tax purposes as soon as practicable following each fiscal year but generally not later than March 15. The Sponsor has obtained a taxpayer identification number for the Trust. The Trust hereby indemnifies, to the full extent permitted by law, the Sponsor, Broadridge and each Service Provider from and against any damages or losses (including attorneys' fees) arising out of or incurred in connection with any action taken or omitted to be taken by it in carrying out its responsibilities under this Section 4.10(a), to the extent that such action taken or omitted to be taken does not constitute fraud, gross negligence or willful misconduct. Each Beneficial Owner agrees that it shall not, except as required by applicable law, (i) treat, on its own income

or information tax returns or any information returns that it provides to any Beneficial Owner, or to any broker or nominee through which the Beneficial Owner owns its Shares, any item of income, gain, loss, deduction, credit, basis or any other tax item relating to its Shares in a manner inconsistent with the treatment of such items by the Trust as reflected on the Schedule K-1 or other information statement furnished to such Beneficial Owner pursuant to this Section 4.10(a), or (ii) file any claim for a refund relating to any such item based on, or which would result in, such inconsistent treatment.

(b) The parties hereto and, by its acceptance or acquisition of a Share or a beneficial interest therein and continued ownership thereof, a Beneficial Owner and the broker or nominee through which the Beneficial Owner owns its Share (i) agree to furnish the Sponsor, the Administrator and the Auditor with such representations, forms, documents or information as may be necessary to enable the Trust to comply with its U.S. federal income tax reporting obligations in respect of such Share and to allow the Trust to make the basis adjustments permitted by Section 754 of the Code, including information regarding such Beneficial Owner's secondary market transactions in Shares, as well as creations or redemptions of Shares and including information required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto and (ii) direct brokers and nominees to report to the Administrator the Beneficial Owner's name and address and such other information as may be reasonably requested by the Administrator for purposes of complying with the Trust's U.S. federal income tax reporting obligations or as necessary to allow the Trust to make the basis adjustments permitted by Section 754 of the Code, including information required by Treasury Regulations Section 1.6031(c)-1T and any successor thereto.

(c) Except as provided herein, the Trust may make, or refrain from making, any income or other tax elections that may reasonably be deemed necessary or advisable, including, but not limited to, an election pursuant to Section 754 of the Code. The Trust intends to make the election under Section 754 of the Code. The Beneficial Owners recognize and intend that the Trust will be classified as a partnership for U.S. income tax purposes, and will not cause the Trust to make an election to be treated as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3, or any successor provision, or a similar election under any analogous provision for purposes of state or local law. To the extent necessary, the Trust or the Beneficial Owners (as appropriate) will make any election necessary to obtain treatment consistent with the foregoing.

(d) If the Trust makes an election pursuant to Section 754 of the Code, the Beneficial Owners agree that the basis of Shares and property of the Trust shall be determined taking into account the provisions of Sections 734(b) and 743(b) of the Code, and except as required by applicable law the Beneficial Owners shall report the basis of their Shares or any property of the Trust distributed to the Beneficial Owners or their agents in a redemption as equal to the basis reported by the Trust or its agents to such Beneficial Owners. The Beneficial Owners acknowledge that, to the extent any Beneficial Owner is subject to the mark-to-market rules of Section 475 of the Code, the basis of Shares and of any property of the Trust, including property distributed to a Beneficial Owner in a redemption, shall be determined, including for purposes of Sections 734(b) and 743(b) of the Code, by treating such mark-to-market as having no effect on such basis.

(e) Each Beneficial Owner acknowledges that the Trust may report gain or loss and other tax items, including the allocation of basis and adjustments to basis, in reliance upon the assumption that any redemption of a Beneficial Owner's Share is a distribution other than in liquidation of the Beneficial Owner's Share (a "partial redemption"), unless it notifies the Trust or its agent prior to such distribution that such distribution is in liquidation of the Beneficial Owner's Share (a "complete redemption"). The Beneficial Owner agrees to notify the Trust or its agent within five (5) Business Days of any distribution of (i) any gain or loss arising from a redemption of a Share by the Beneficial Owner or its agent in exchange for such property, and (ii) any difference between the tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent, and the basis of the distributed property to the Beneficial Owner or its agent (such gain or loss or basis difference, "Section 734(b) items") in a manner sufficient for the Trust to adjust the basis of undistributed property held by the Trust under Section 734(b) of the Code if the Trust makes an election pursuant to Section 754 of the Code. Each Beneficial Owner agrees to determine its basis for tax purposes in any property it or its agent receives from the Trust in consideration for a redemption of Shares by reference to the tax basis of such property on the books of the Trust immediately prior to the redemption, as such amount is reported to the Beneficial Owner or its agent by the Trust, subject to adjustment as required under Section 732 or other applicable law.

(f) The Trust shall comply with all applicable withholding and backup withholding tax requirements. The Trust shall request, and each Beneficial Owner shall provide to the Trust, and direct any broker or nominee through which the Beneficial Owner owns its Shares to provide to the Trust, such forms or other documentation as are necessary to establish an exemption from or reduction in withholding tax and backup withholding with respect to each Beneficial Owner, and any representations, forms and documents as shall reasonably be requested by the Trust to assist it in determining the extent of, and in fulfilling, its withholding and backup withholding tax obligations. The Trust shall file any required forms with applicable jurisdictions and, unless an exemption from withholding and backup withholding tax is properly established by a Beneficial Owner, shall remit amounts withheld with respect to the Beneficial Owner to the applicable tax authorities. To the extent that the Sponsor reasonably believes that the Trust is required to withhold and pay over any amounts (including taxes, interest, penalties, assessments or additions to tax) to any tax authority with respect to distributions or allocations to any Beneficial Owner, and the Trust does withhold such amounts, the amounts withheld shall be treated as a distribution of cash to the Beneficial Owner in the amount of the withholding and shall thereby reduce the amount of cash or other property otherwise distributable to such Beneficial Owner. If an amount required to be withheld is not withheld, the Trust may reduce subsequent distributions by the amount of such required withholding. The consent of the Beneficial Owners shall not be required for any such withholding. In the event of any claimed over-withholding, Beneficial Owners shall be limited to an action against the applicable jurisdiction.

(g) By its acceptance of a beneficial interest in a Share, a Beneficial Owner waives all confidentiality rights, including all confidentiality rights provided by Section 3406(f) of the Code and Treasury Regulations Section 31.3406(f)-1, with respect to any representations, forms, documents or information, and any information contained in such representations, forms or documents, that the Beneficial Owner provides, or has previously

provided, to any broker or nominee through which it owns its Shares, to the extent such representations, forms, documents or information may be necessary to (i) assist the Trust in complying with its withholding tax and backup withholding tax obligations pursuant to Section 4.10(f) of this Agreement or (ii) enable the Trust to comply with its U.S. federal income tax reporting obligations, or to allow the Trust to make the basis adjustments under Section 754 of the Code with respect to such Share, pursuant to Section 4.10(d) of this Agreement. Furthermore, the parties hereto and, by its acceptance of a beneficial interest in a Share, a Beneficial Owner, acknowledge and agree that any broker or nominee through which a Beneficial Owner holds its Shares shall be a third party beneficiary to this Agreement for the purposes set forth in Sections 4.10(b), 4.10(f) and 4.10(g).

(h) The Partnership Representative shall exercise any authority permitted the Partnership Representative under the Code and Treasury Regulations, and take whatever steps the Partnership Representative, in its reasonable discretion, deems necessary or desirable to perfect such designation, including (i) filing any forms and documents with the Internal Revenue Service, and (ii) taking such other action as may from time to time be required under the Code or Treasury Regulations.

ARTICLE V

THE DELAWARE TRUSTEE AND THE SPONSOR

Section 5.1 Management of the Trust.

(a) Except as otherwise expressly provided in this Agreement, the Trust's business shall be conducted by the Sponsor in accordance with this Agreement and by each Service Provider in accordance with the agreements governing the appointment of such Service Provider. Except as otherwise provided in this Agreement, each Service Provider shall have the power on behalf of and in the name of the Trust to carry out any and all of the objects and purposes of the Trust and to perform such acts and enter into and perform such contracts and other undertakings on behalf of the Trust, in each case, as are set forth in the agreements governing the appointment of such Service Provider.

(b) The Administrator and the Transfer Agent shall maintain all books, records and supporting documents that are necessary to comply with any and all aspects of its duties under this Agreement, which, to the extent that they relate to the registration of Shares or the registration of transfers of Shares, shall, at all reasonable times, be available for inspection by the Registered Owners.

Section 5.2 Maintenance of Office and Transfer Books by the Transfer Agent.

(a) Until termination of this Agreement in accordance with its terms, the Transfer Agent shall maintain facilities for the execution and Delivery, registration, registration of transfers and Surrender of Shares in accordance with the provisions of this Agreement.

(b) The Transfer Agent shall keep books for the registration of Shares and registration of transfers of Shares.

(c) The Transfer Agent may, and at the reasonable written request of the Sponsor shall, close the transfer books at any time or from time to time if such action is deemed to be necessary or advisable in the reasonable judgment of the Transfer Agent or the Sponsor.

(d) If any Shares are listed on one or more stock exchanges in the United States, the Transfer Agent shall act as Registrar or, with the written approval of the Sponsor (which approval shall not be unreasonably withheld), appoint a registrar or one or more co-registrars for registry of such Shares in accordance with any requirements of such exchange or exchanges.

Section 5.3 Authority of the Sponsor. The Sponsor is hereby granted the exclusive authority, and shall initially appoint the Administrator, the Transfer Agent, the Custodians, and the other Service Providers, to manage the Trust in accordance with their respective governing agreements. The Sponsor shall have the exclusive authority to direct the Service Providers in the performance of their respective obligations under this Agreement and their respective governing agreements. Without limiting the foregoing, the Sponsor shall have the authority to execute and deliver this Agreement and to enter into and perform such contracts and other undertakings on behalf of the Trust and any amendment thereto, as the Sponsor may deem necessary or advisable, and the Trust is hereby authorized and shall have the power and authority to enter into such agreements and perform its obligations thereunder.

Section 5.4 Prevention or Delay in Performance by the Sponsor or the Delaware Trustee. Neither the Sponsor nor the Delaware Trustee, any of their respective directors, employees, agents or affiliates shall incur any liability to any Registered Owner, Beneficial Owner, or Authorized Participant if, by reason of any provision of any present or future law or regulation of the United States or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God, war, terrorism, pandemics or government responses thereto, or other circumstances beyond its control, the Sponsor or the Delaware Trustee is prevented or forbidden from, or would be subject to any civil or criminal penalty on account of, or is delayed in, doing or performing any act or thing that, by the terms of this Agreement, it is provided shall be done or performed, and, accordingly, the Sponsor or the Delaware Trustee does not do that thing or does that thing at a later time than would otherwise be required. Neither the Delaware Trustee nor the Sponsor will incur any liability to any Registered Owner or Beneficial Owner, or Authorized Participant by reason of any non-performance or delay in the performance of any act or thing that, by the terms of this Agreement, it is provided may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Agreement.

Section 5.5 Liability of Covered Persons.

(a) The Delaware Trustee shall not be liable for the acts or omissions of the Sponsor, any Service Provider (other than the Delaware Trustee) or any other Person, nor shall the Delaware Trustee be liable for supervising or monitoring the performance and the duties and obligations of the Sponsor, any Service Provider (other than the Delaware Trustee) or any other Person, or the Trust under this Agreement. The Delaware Trustee shall

not be personally liable under any circumstances, except for its own willful misconduct, bad faith or gross negligence. In particular, but not by way of limitation:

(i) the Delaware Trustee shall not be personally liable for any error of judgment made in good faith, except to the extent such error of judgment constitutes gross negligence on its part;

(ii) no provision of this Agreement shall require the Delaware Trustee to expend or risk its personal funds or otherwise incur any financial liability in the performance of its rights or powers hereunder, if the Delaware Trustee shall have reasonable grounds for believing that the payment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(iii) under no circumstances shall the Delaware Trustee be personally liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust;

(iv) the Delaware Trustee shall not be personally responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Sponsor;

(v) the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties and need not investigate or verify any information contained therein. The Delaware Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically prescribed herein, the Delaware Trustee may for all purposes hereof rely on a certificate, signed by the Sponsor, as to such fact or matter, and such certificate shall constitute full protection to the Delaware Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon;

(vi) in the exercise or administration of the trust hereunder, the Delaware Trustee (a) may act directly or through agents or attorneys pursuant to agreements entered into with any of them at the expense of the Trust, and the Delaware Trustee shall not be liable for the default or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Delaware Trustee in good faith and with due care and (b) may consult with counsel, accountants and other skilled persons at the expense of the Trust, to be selected by it in good faith and with due care and employed by it, and it shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such counsel, accountants or other skilled persons;

(vii) except as expressly provided in this Section 5.5(a), in accepting and performing the trust hereby created the Delaware Trustee acts solely as Delaware Trustee hereunder and not in its individual capacity, and all persons having any claim against the Delaware Trustee by reason of the transactions contemplated by this Agreement shall look only to the Trust's property for payment or satisfaction thereof;

(viii) the Delaware Trustee shall not be liable for punitive, indirect, exemplary, consequential, special or other similar damages (including without limitation lost profits) for a breach of this Agreement under any circumstances;

(ix) the Delaware Trustee shall not be obligated to give any bond or other security for the performance of any of its duties hereunder; and

(x) The Delaware Trustee shall not be required to take any action hereunder or under any document if the Delaware Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Delaware Trustee or is contrary to the terms hereof or is otherwise contrary to law.

(b) The Sponsor and its Affiliates shall have no liability to the Trust or to any Registered Owner, Beneficial Owner, Authorized Participant or to any other Covered Person for any loss suffered by the Trust that arises out of any action or inaction or errors in judgment of the Sponsor or its Affiliates if such Covered Person acted in good faith and such course of conduct did not constitute willful misconduct, bad faith or gross negligence of such Covered Person in the performance of the Covered Person's duties. Subject to the foregoing, neither the Sponsor nor any of its Affiliates shall be personally liable for the return or repayment of all or any portion of the capital or profits of any Registered Owner, Beneficial Owner, Authorized Participant or assignee thereof, it being expressly agreed that any such return of capital or profits made pursuant to this Agreement shall be made solely from the assets of the Trust without any rights of contribution from any of the Sponsor or its Affiliates.

Section 5.6 Duties.

(a) The parties hereto agree to perform their duties under this Agreement in good faith upon the express terms of this Agreement. The parties hereto shall not have any implied duties (including fiduciary duties) or liabilities otherwise existing at law or in equity with respect to the Trust or any other Person. To the extent that, at law or in equity, the Sponsor has duties and liabilities relating thereto to the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, or any other Person, the Sponsor acting under this Agreement shall not be liable to the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, or any other Person for its good faith reliance on the provisions of this Agreement subject to the standard of care in Section 5.5. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Sponsor otherwise existing at law or in equity are agreed by the parties hereto to replace such other duties and liabilities of the Sponsor. For the avoidance of doubt, no

Person other than the parties hereto shall have any duties or obligations hereunder to the Trust, any Registered Owner, any Beneficial Owner, or the Authorized Participants.

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between the Sponsor or any of their respective Affiliates, on the one hand, and the Trust or any Registered Owner, Beneficial Owner, Authorized Participant, or other Person, on the other hand; or

(ii) whenever this Agreement or any other agreement contemplated herein provides that the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Registered Owner, Beneficial Owner, Authorized Participant, or other Person,

the Sponsor shall resolve such conflict of interest, take such action or provide such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting practices or principles. In the absence of bad faith by the Sponsor, the resolution, action or terms so made, taken or provided the Sponsor shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Sponsor at law or in equity or otherwise.

(c) Notwithstanding any other provision of this Agreement or of applicable law, whenever in this Agreement Sponsor is permitted or required to make a decision:

(i) in its "discretion" or under a grant of similar authority, the Sponsor shall be entitled to consider such interests and factors as it desires, including its own interests, and, to the fullest extent permitted by applicable law, shall have no duty or obligation to give any consideration to any interest of or factors affecting the Trust, any Registered Owner, any Beneficial Owner, any Authorized Participant, or any other Person; or

(ii) in its "good faith" or under another express standard, the Sponsor shall act under such express standard and shall not be subject to any other or different standard. The term "good faith" as used in this Agreement shall mean subjective good faith as such term is understood and interpreted under Delaware law.

(d) The Sponsor and any of its Affiliates may engage in or possess an interest in other profit-seeking or business ventures of any nature or description, independently or with others, whether or not such ventures are competitive with the Trust, and the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to the Sponsor or its Affiliates. If the Sponsor acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Trust, it shall have no duty to communicate or offer such opportunity to the Trust, and the Sponsor shall not be liable to the Trust or to the Registered Owners, the Beneficial Owners, or the Authorized

Participants for breach of any fiduciary or other duty by reason of the fact that the Sponsor pursues or acquires for, or directs such opportunity to, another Person or does not communicate such opportunity or information to the Trust. Neither the Trust nor any Registered Owner, Beneficial Owner, or Authorized Participant shall have any rights or obligations by virtue of this Agreement or the trust relationship created hereby in or to such independent ventures or the income or profits or losses derived therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust, shall not be deemed to be wrongful or improper. Except to the extent expressly provided herein, the Sponsor may engage or be interested in any financial or other transaction with the Trust, the Registered Owners, the Beneficial Owners, the Authorized Participants, or any Affiliate of the Trust or the Beneficial Owners.

Section 5.7 Obligations of the Sponsor.

(a) The Sponsor does not assume any obligation nor shall it be subject to any liability under this Agreement to any Registered Owner or Beneficial Owner, or Authorized Participant (including liability with respect to the worth of the Trust Property), except that each of them agrees to perform its obligations specifically set forth in this Agreement without gross negligence, bad faith or willful misconduct.

(b) The Sponsor shall not be under any obligation to prosecute any action, suit or other proceeding in respect of any Trust Property or in respect of the Shares on behalf of a Registered Owner, Beneficial Owner, Authorized Participant or other Person.

(c) The Sponsor shall not be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any Authorized Participant, any Registered Owner or any other person believed by it in good faith to be competent to give such advice or information.

(d) The Sponsor shall have no obligation to comply with any direction or instruction from any Registered Owner or Beneficial Owner, or Authorized Participant regarding Shares except to the extent specifically provided in this Agreement.

Section 5.8 Delegation of Obligations of the Sponsor. The Sponsor may, and is hereby authorized to, at any time delegate all or a portion of its duties and obligations under this Agreement to another entity, including the Administrator, the Transfer Agent, the Representative, a Custodian or another Service Provider, as applicable, without the consent of any Registered Owner or any Beneficial Owner; provided, that any such delegees shall be appointed with reasonable care. The Sponsor shall not be liable for the conduct or misconduct of, any delegee selected by the Sponsor with reasonable care. The Sponsor may terminate any such delegee at any time and is not required to appoint a replacement therefor. For the avoidance of doubt, no Service Provider is a party to this Agreement. To the extent any contract to which a Service Provider is a party specifically references this Agreement (including any such reference to this Agreement in the Offering Documents) for a description of actions or services to be performed by that Service Provider under that contract, the performance of those actions or provision of those services shall be governed by that contract.

Section 5.9 Appointment of Successor Sponsor or Sponsors.

(a) Registered Owners, other than the Sponsor and its Affiliates, holding at least fifty-one percent (51%) of the outstanding Shares of the Trust (not including the Sponsor and its Affiliates) may agree in writing to appoint one or more successor sponsors if: (i) there is an admission of bankruptcy by the Sponsor or a court of competent jurisdiction has determined the Sponsor to be bankrupt or insolvent, or (ii) the Sponsor has identified a qualified successor sponsor and given notice of its voluntary withdrawal to each Registered Owner and the Delaware Trustee (each, a "Withdrawal Event"). The notice given by the Sponsor for a voluntary withdrawal must be given at least one hundred and twenty (120) days before the effective date of the withdrawal. The Sponsor may not withdraw unless the conditions in Section 5.9(a) and (b) are satisfied.

(b) Registered Owners, other than the Sponsor and its Affiliates, holding at least fifty-one percent (51%) of the outstanding Shares of the Trust (not including the Sponsor and its Affiliates) must agree in writing to appoint one or more successor sponsors within ninety (90) days of a Withdrawal Event.

(c) Notwithstanding Section 5.9(a), if the Sponsor is dissolved or has ceased to exist as a legal entity for any reason or is deemed to have resigned because (i) it fails to undertake or perform, or becomes incapable of undertaking or performing, any of the duties required by this Agreement, and such failure or incapacity is not cured, or (ii) the Sponsor is adjudged bankrupt or insolvent, or a receiver of the Sponsor or of its property is appointed, or a trustee or liquidator or any public officer takes charge or control of the Sponsor or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Liquidating Trustee may, among other actions, terminate and liquidate the Trust.

(d) Any corporation into which the Sponsor may be merged, consolidated or converted in a transaction in which the Sponsor is not the surviving corporation shall be the successor of the Sponsor without the execution or filing of any document or any further act.

Section 5.10 Resignation or Removal of the Delaware Trustee; Appointment of Successor Delaware Trustee.

(a) The Delaware Trustee may at any time resign as the Delaware Trustee hereunder by written notice of its election so to do, delivered to the Sponsor, and such resignation shall take effect upon the appointment of a successor Delaware Trustee and its acceptance of such appointment as hereinafter provided.

(b) The Sponsor may remove the Delaware Trustee in its discretion by written notice delivered to the Delaware Trustee in the manner provided in Section 7.4 at any time. If at any time the Delaware Trustee is in material breach of its obligations under this Agreement and the Delaware Trustee fails to cure such breach within thirty (30) days after receipt by the Delaware Trustee of written notice from the Sponsor, or Registered Owners acting on behalf of at least twenty-five percent (25%) of the outstanding Shares, specifying such default and requiring the Delaware Trustee to cure such default, the Sponsor may remove

the Delaware Trustee by written notice delivered to the Delaware Trustee in the manner provided in Section 7.4, and such removal shall take effect upon the appointment of a successor Delaware Trustee and its acceptance of such appointment as hereinafter provided.

(c) If the Delaware Trustee acting hereunder resigns or is removed, the Sponsor shall use its reasonable efforts to appoint a successor Delaware Trustee. Every successor Delaware Trustee shall execute and deliver to its predecessor and to the Sponsor an instrument in writing accepting its appointment hereunder, and thereupon such successor Delaware Trustee, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due to it and on the written request of the Sponsor, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, shall duly assign, transfer and deliver all right, title and interest in the Trust Property to such successor and shall deliver to such successor a list of the Registered Owners of all outstanding Shares. Such successor Delaware Trustee shall promptly mail notice of the appointment of such successor Delaware Trustee to the Registered Owners.

(d) Any corporation into which the Delaware Trustee may be merged, consolidated or converted in a transaction in which the Delaware Trustee is not the surviving corporation shall be the successor of the Delaware Trustee without the execution or filing of any document or any further act. During the 90-day period following the effectiveness of a merger, consolidation or conversion described in the immediately preceding sentence, the Sponsor may, by written notice to the Delaware Trustee, remove the Delaware Trustee and designate a successor Delaware Trustee in compliance with the provisions of Section 5.10(c).

Section 5.11 Custodians. The Sponsor may at any time appoint one or more custodians (each, a "Custodian") to hold assets of the Trust, without the consent of any Registered Owner and any Beneficial Owner. The Sponsor is further authorized to appoint any successor or replacement Custodian or terminate any previously appointed Custodian, in accordance with the terms of the applicable custodial or other agreements entered into by the Trust with such Custodian or Custodians.

Section 5.12 Indemnification.

(a) The Delaware Trustee or any officer, affiliate, director, employee, or agent of the Delaware Trustee (each, a "Trustee Indemnified Person") shall be entitled to indemnification from the Trust, to the fullest extent permitted by law, from and against any and all losses, claims, taxes, damages, reasonable expenses, (including reasonable legal and consultants' fees and expenses, including legal fees and expenses of counsel related to enforcement of its rights hereunder), unpaid fees and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, "Indemnified Amounts"), to the extent that such Indemnified Amounts arise out of or are imposed upon or asserted against such Trustee Indemnified Persons with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of this Agreement or the transactions contemplated hereby; provided, however, that the Trust shall not be required to indemnify any Trustee Indemnified Person for any Indemnified Amounts which are a result of the willful misconduct, bad faith or gross negligence of such Trustee Indemnified Person.

To the extent that the Trust has not satisfied any indemnification obligation set forth in the foregoing sentence with respect to Indemnified Amounts of any Trustee Indemnified Person, by the thirtieth (30^th) day following written demand therefor, the Sponsor shall indemnify and hold harmless such Trustee Indemnified Person from and against any and all Indemnified Amounts and shall pay on demand any such Indemnified Amounts which remain unpaid. The obligations of the Trust and the Sponsor to indemnify the Trustee Indemnified Persons as provided herein shall survive the termination of this Agreement and the resignation or removal of the Delaware Trustee.

(b) The Sponsor and its Affiliates, and their respective members, managers, directors, officers, employees, agents and Affiliates (each, a "Sponsor Indemnified Party") shall be indemnified by the Trust and held harmless against any Indemnified Amounts arising out of or in connection with the performance of its obligations under this Agreement, any actions taken in accordance with the provisions of this Agreement and the performance of obligations under any other agreement entered into by the Sponsor in furtherance of the administration of the Trust; provided that any such Indemnified Amount was not the direct result of: (1) gross negligence, bad faith or willful misconduct on the part of such Sponsor Indemnified Party or (2) reckless disregard on the part of the Sponsor of its obligations and duties under this Agreement. Such indemnity shall include payment from the Trust of the costs and expenses incurred by such Sponsor Indemnified Party in defending itself against any claim or liability in its capacity as Sponsor and any amounts paid by the Sponsor to any Trustee Indemnified Person pursuant to Section 5.12(a). Any amounts payable to a Sponsor Indemnified Party under this Section 5.12(b) may be payable in advance or shall be secured by a lien on the Trust. The Sponsor may, in its discretion, undertake any action, that it may deem to be necessary or desirable in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Registered Owners, including prosecuting, defending, settling or comprising actions or claims at law or in equity that it considers necessary or proper to protect the Trust or the interests of the Registered Owners, and, in such event, the legal expenses and costs of any such actions shall be expenses and costs of the Trust, and the Sponsor shall be entitled to be reimbursed therefor by the Trust.

(c) If an action, proceeding (including, but not limited to, any governmental investigation), claim or dispute (collectively, a "Proceeding") in respect of which indemnity may be sought hereunder, the party seeking indemnification (the "Indemnitee") shall promptly (and in no event more than seven (7) days after receipt of notice of such Proceeding) notify the party obligated to provide such indemnification (the "Indemnitor") of such Proceeding. The failure of the Indemnitee to so notify the Indemnitor shall not impair the Indemnitee's ability to seek indemnification from the Indemnitor unless such failure adversely affects the Indemnitor's ability to adequately oppose or defend such Proceeding. Upon receipt of such notice from the Indemnitee, the Indemnitor shall be entitled to participate in such Proceeding and, to the extent that it shall so desire and provided no conflict of interest exists as specified in clause (i) below and there are no other defenses available to Indemnitee as specified in clause (iii) below, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitor (in which case all attorney's fees and expenses shall be borne by the Indemnitor, and the Indemnitor shall in good faith defend the Indemnitee). The Indemnitee shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but, in such case, no fees and expenses

of such counsel shall be borne by the Indemnitor unless such fees and expenses are otherwise required to be indemnified under Section 5.12(a) or (b), as applicable, and (i) there is such a conflict of interest between the Indemnitor and the Indemnitee as would preclude, in compliance with the ethical rules in effect in the jurisdiction in which the Proceeding was brought, one lawyer from representing both parties simultaneously, (ii) the Indemnitor fails, within the earlier of (x) twenty (20) days following receipt of notice of the Proceeding from the Indemnitee or (y) seven (7) days prior to the date the first response or appearance is required to be made in such Proceeding, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitee or (iii) there are legal defenses available to Indemnitee that are different from or are in addition to those available to the Indemnitor. No compromise or settlement of such Proceeding may be effected by either party without the other party's consent unless (m) there is no finding or admission of any violation of law and no effect on any other claims that may be made against such other party and (n) the sole relief provided is monetary damages that are paid in full by the party seeking the settlement. Neither party shall have any liability with respect to any compromise or settlement effected without its consent, which shall not be unreasonably withheld. The Indemnitor shall have no obligation to indemnify and hold harmless the Indemnitee from any loss, expense or liability incurred by the Indemnitee as a result of a default judgment entered against the Indemnitee unless such judgment was entered after the Indemnitor agreed, in writing, to assume the defense of such Proceeding.

Section 5.13 Reserved.

Section 5.14 Charges of the Sponsor.

(a) The Sponsor is entitled to receive from the Trust, as an expense of the Trust, a fee for services that will accrue daily and be paid monthly in arrears at an annualized rate of up to 0.65% of the Adjusted Net Asset Value of the Trust (the "Sponsor's Fee"), which the Sponsor may adjust in its discretion and may further adjust above 0.65% in accordance with Section 6.1(a).

(b) The Sponsor is entitled to receive reimbursement from the Trust for all expenses and disbursements incurred by it under the last sentence of Section 5.12(b) or that are of the type described in paragraphs (ix), (x) or (xi) of Section 4.6(a) of this Agreement (including the fees and disbursements of legal counsel), except that the Sponsor is not entitled to charge the Trust for fees and expenses that the Sponsor is required to bear under Section 4.6(b) of this Agreement.

Section 5.15 Retention of Trust Documents. The Sponsor is authorized to destroy those documents, records, bills and other data compiled during the term of this Agreement at the times permitted by the laws or regulations governing the Sponsor.

Section 5.16 Federal Securities Law Filings. The Sponsor has prepared and filed a registration statement with the SEC and shall (i) take such action as is necessary to qualify the Shares for offering and sale under the federal securities laws of the United States, including the preparation and filing of amendments and supplements to such registration statement, and, if the Sponsor so determines, under the laws of any other

relevant jurisdiction, and (ii) prepare, file and distribute, if applicable, any periodic reports or updates that may be required under the Exchange Act, or the rules and regulations thereunder.

Section 5.17 Prospectus Delivery. The Transfer Agent will comply with the requirements to provide copies of the current prospectus for the Trust to Authorized Participants as provided in the relevant Authorized Participant Agreements.

Section 5.18 Discretionary Actions by Sponsor; Consultation. The Sponsor may (without obligation) undertake any action that it deems to be necessary or desirable to protect the Trust or the interests of the Registered Owners.

Section 5.19 Delaware Trustee.

(a) The Delaware Trustee shall be a legal entity that has its principal place of business in the State of Delaware, otherwise meets the requirements of applicable Delaware law and shall act through one or more persons authorized to bind such entity. If at any time the Delaware Trustee shall cease to be eligible in accordance with the provisions of this Section 5.19, it shall resign immediately in the manner and with the effect hereinafter specified in this Section 5.19. The initial Delaware Trustee shall be Delaware Trust Company.

(b) The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Sponsor, any Service Provider (other than the Delaware Trustee) or any other Person that are set forth herein. The Delaware Trustee shall be one of the trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Act and for taking such actions as are required to be taken by a Delaware trustee under the Act. Subject to the foregoing, the duties, liabilities and obligations of the Delaware Trustee shall be limited to (i) accepting legal process served on the Trust in the State of Delaware, (ii) executing any certificates required to be filed with the Delaware Secretary of State that the Delaware Trustee is required to execute under Section 3811 of the Act, and (iii) such other actions, pursuant to direction, as may be agreed upon between the Sponsor and the Delaware Trustee from time to time, provided that the Delaware Trustee shall have no obligation to perform any such additional actions, shall not be liable for the decision not to perform any such additional actions and reserves the right to charge additional fees for any such additional actions. Other than the foregoing, the Delaware Trustee shall have no other duties (including fiduciary duties) or obligations, express or implied, at law or in equity.

(c) The Delaware Trustee shall serve until such time as the Sponsor removes the Delaware Trustee or the Delaware Trustee resigns and a successor Delaware Trustee is appointed by the Sponsor in accordance with the terms of this Section 5.19. The Delaware Trustee may resign at any time upon the giving of at least sixty (60) days' advance written notice to the Sponsor; provided, that such resignation shall not become effective unless and until a successor Delaware Trustee shall have been appointed by the Sponsor in accordance with Section 5.19. If the Sponsor does not act within such sixty (60) day period, the Delaware Trustee may apply to any court of competent jurisdiction for the appointment of a successor Delaware Trustee at the expense of the Trust.

(d) Upon the resignation or removal of the Delaware Trustee, the Sponsor shall appoint a successor Delaware Trustee. Any successor Delaware Trustee must satisfy the requirements of Section 3807 of the Act. Any resignation or removal of the Delaware Trustee and appointment of a successor Delaware Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Delaware Trustee to the outgoing Delaware Trustee and the Sponsor and any fees and expenses due to the outgoing Delaware Trustee are paid. Following compliance with the preceding sentence, the successor Delaware Trustee (i) shall file an amendment to the Certificate of Trust reflecting the change of Delaware Trustee and (ii) shall become fully vested with all of the rights, powers, duties and obligations of the outgoing Delaware Trustee under this Agreement, with like effect as if originally named as Delaware Trustee, and the outgoing Delaware Trustee shall be discharged of its duties and obligations under this Agreement. Any business entity into which the Delaware Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Delaware Trustee shall be a party, or any entity succeeding to all or substantially all of the corporate trust business of the Delaware Trustee, shall be the successor of the Delaware Trustee hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto except as may be required by law.

Section 5.20 Compensation and Expenses of the Delaware Trustee. The Delaware Trustee (or any successor Delaware Trustee) shall be entitled to receive compensation from the Trust for its services in accordance with such schedules as shall have been separately agreed to from time to time by the Delaware Trustee and the Trust. The Delaware Trustee may consult with counsel (who may be counsel for the Sponsor or for the Delaware Trustee). The reasonable legal fees incurred in connection with such consultation shall be reimbursed to the Delaware Trustee pursuant to this Section, provided that no such fees shall be payable to the extent that they are incurred as a result of the Delaware Trustee's gross negligence, bad faith or willful misconduct.

ARTICLE VI

AMENDMENT AND TERMINATION

Section 6.1 Amendment.

(a) Except as provided below, the Sponsor may amend any provision of this Agreement without the consent of any Registered Owner or Beneficial Owner. Any amendment that imposes or increases any fees or charges (other than the Sponsor's Fee, to the extent it does not exceed 0.65% of the Adjusted Net Asset Value, and other than taxes and other governmental charges) or prejudices a substantial existing right of the Registered Owners will not become effective until thirty (30) days after notice of such amendment is given by the Sponsor or its designee to the Registered Owners. Every Registered Owner and Beneficial Owner, at the time any such amendment becomes effective, shall be deemed, by continuing to hold any Shares or an interest therein, to consent and agree to such amendment and to be bound by this Agreement as amended thereby. In no event shall any amendment impair the right of a Registered Owner to Surrender Baskets and receive therefor the amount of Trust Property represented thereby, except in order to comply with mandatory provisions

of applicable law. Notwithstanding any other provision of this Agreement, no amendment to this Agreement may be made if, as a result of such amendment, it would adversely affect the status of the Trust as a partnership for United States federal income tax purposes.

(b) No amendment shall be made to this Agreement without the consent of the Delaware Trustee (which may be granted or withheld in the Delaware Trustee's discretion) if such amendment affects any of its rights, duties or liabilities.

(c) Registered Owners holding at least fifty-one percent (51%) of the outstanding Shares of the Trust must consent, in the manner provided for in Section 6.1(e) below, to material changes to the Trust's investment objective specified in Section 2.1(c). For the avoidance of doubt, for purposes of this Section 6.1(a), any change to the Index methodology or other governing document relating to the administration, valuation or calculation of the Index shall not be considered a material change.

(d) The appointment of a successor sponsor or sponsors under Section 5.9 or a Liquidating Trustee pursuant to Section 6.2(c) shall be deemed to amend this Agreement to refer to such successor sponsor(s) or Liquidating Trustee, as applicable, in place of the Sponsor to the extent such sponsor(s) or the Liquidating Trustee succeeds to the rights, duties or liabilities of the Sponsor.

(e) Any action required or permitted to be taken by Registered Owners by vote or consent may be taken without a meeting by written consent setting forth the actions so taken. Such written consents shall be treated for all purposes to have the same validity as votes at a meeting. If the vote or consent of any Shareholder to any action of the Trust or any Shareholder, as contemplated by this Agreement, is solicited by the Sponsor, the solicitation shall be effected by notice to each Shareholder given in the manner provided in Section 7.4(c). The vote or consent of each Shareholder so solicited shall be deemed conclusively to have been cast or granted as requested in the notice of solicitation, whether or not the notice of solicitation is actually received by that Shareholder, unless the Shareholder expresses written objection to the vote or consent by notice given in the manner provided in Section 7.4(c) below and actually received by the Trust within twenty (20) days after the notice of solicitation is effected. The Sponsor and all persons dealing with the Trust shall be entitled to act in reliance on any vote or consent which is deemed cast or granted pursuant to this Section and shall be fully indemnified by the Trust in so doing. Any action taken or omitted in reliance on any such deemed vote or consent of one or more Registered Owners shall not be void or voidable by reason of timely communication made by or on behalf of all or any of such Registered Owners in any manner other than as expressly provided in Section 7.4(c).

Section 6.2 Termination.

(a) The term for which the Trust will exist commenced on the date of the filing of the Certificate of Trust and shall continue until terminated pursuant to the provisions hereof. If the Sponsor determines in its sole discretion to dissolve the Trust, the Sponsor shall set a date on which the Trust shall dissolve and mail notice of that dissolution to the Registered Owners at least thirty (30) days prior to the date set for dissolution. In addition, the Sponsor shall set a date on which the Trust shall dissolve and mail notice of that

dissolution to the Registered Owners at least thirty (30) days prior to the date set for dissolution if any of the following occurs:

(i) upon a Withdrawal Event, unless within ninety (90) days of such Withdrawal Event, Registered Owners holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its affiliates) agree in writing to continue the Trust and to select, effective as of the date of such Withdrawal Event, one or more successor sponsors;

(ii) Shares are delisted from the Exchange and are not approved for listing on another national securities exchange within five (5) Business Days of their delisting;

(iii) the Trust becomes insolvent or bankrupt;

(iv) all of the Trust's assets are sold;

(v) the SEC determines that the Trust is an investment company under the Investment Company Act of 1940, as amended, and the Sponsor made the determination that dissolution of the Trust is advisable;

(vi) sixty (60) days have elapsed since DTC or another depository has ceased to act as depository with respect to the Shares, and the Sponsor has not identified another depository that is willing to act in such capacity; or

(vii) after any Service Provider resigns or otherwise ceases to act in such capacity with respect to the Trust, and no replacement Service Provider is engaged, the Sponsor makes a determination that dissolution of the Trust is advisable.

(b) On and after the dissolution of the Trust, the Sponsor shall, in accordance with Section 3808(e) of the Act, wind up the business and affairs of the Trust. Subject to the payment or the reasonable provision of such payment by the Trust of the claims and obligations of the Trust as required by Section 3808(e) of the Act, the Registered Owners will be entitled to delivery of the amount of Trust Property represented by their Shares as hereinafter provided. The Sponsor shall not accept any Purchase Order or Redemption Order after the date of dissolution. If any Shares remain outstanding after the date of dissolution of the Trust, the Trust thereafter shall (i) discontinue the registration of transfers of Shares; (ii) continue to collect distributions pertaining to Trust Property and hold the proceeds thereof uninvested, without liability for interest; and (iii) pay pursuant to Section 3808(e) of the Act the Trust's expenses, and may sell Trust Property as necessary to meet those expenses. After the dissolution of the Trust, the Representative shall sell or otherwise liquidate the Trust Property then held under this Agreement and, after complying with Section 3808(e) of the Act and deducting any fees, expenses, taxes or other governmental charges payable by the Trust and any expenses for the account of the Registered Owner of such Shares in accordance with the terms and conditions of this Agreement and any applicable taxes or other governmental charges, the Transfer Agent shall promptly distribute the net proceeds from such sale to the Registered Owners. After making such distribution, the Trust and this Agreement shall terminate and the Sponsor shall direct the Delaware Trustee to execute and

cause a certificate of cancellation of the Certificate of Trust to be filed in accordance with the Act at the expense of the Trust. After making such filing and termination of this Agreement, the Sponsor and the Delaware Trustee shall be discharged from all obligations under this Agreement except for the Sponsor's obligations that expressly survive termination of the Agreement.

(c) Upon the occurrence of an event listed in Section 6.2(a), the Trust shall liquidate under the direction of such person as the Registered Owners holding at least fifty-one percent (51%) of the outstanding Shares of the Trust as of the Record Date (not including Shares held by the Sponsor or its Affiliates) may propose and approve (the "Liquidating Trustee")). Any Liquidating Trustee that is appointed will have the same powers and limitations as applicable to the Sponsor, and the Liquidating Trustee will have the same limitations on liability and entitlement to indemnification as the Sponsor that are contained in Section 5.5(b) and Section 5.12 hereof. Upon termination of the Trust, following completion of winding up of its business, the Liquidating Trustee shall direct the Delaware Trustee to execute and file a certificate of cancellation of the Trust's Certificate of Trust to be filed in accordance with applicable Delaware law at the expense of the Trust. After making such filing and termination of this Agreement, the Liquidating Trustee shall be discharged from all obligations under this Agreement except for its obligations that expressly survive termination of the Agreement.

(d) The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Shareholder (as long as such Shareholder is not the sole Shareholder of the Trust) shall not result in the termination of the Trust, and such Shareholder, his estate, custodian or personal representative shall have no right to withdraw or value such Shareholder's Shares. Each Shareholder (and any assignee thereof) expressly agrees that in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive the furnishing of any inventory, accounting or appraisal of the assets of the Trust and any right to an audit or examination of the books of the Trust.

(e) In respect of termination events that rely on the Sponsor's determinations to terminate the Trust, the Sponsor may make any such determination in its sole discretion. To the extent that the Sponsor determines to continue operation of the Trust following a determination of a termination event, the Trust may be required to alter its operations to comply with the termination event. In such case, the Sponsor shall not be liable for its determination of whether to continue or to terminate the Trust.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Counterparts. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original and all of such counterparts constitute one and the same agreement. Copies of this Agreement are filed with the Delaware Trustee and are open to inspection upon reasonable notice by any Registered Owner during the Delaware Trustee's business hours.

Section 7.2 Derivative Actions; Third-Party Beneficiaries.

(a) Derivative Actions. No Registered Owner shall have the right, power or authority to bring or maintain a derivative action, suit or other proceeding on behalf of the Trust, unless two or more Registered Owners who (i) are not affiliates of one another and (ii) collectively hold at least 25% of outstanding Shares join in the bringing or maintaining of such action, suit or other proceeding. The foregoing limitation shall not apply to any derivative action, suit or other proceeding brought on behalf of the Trust for claims under the federal securities laws and the rules and regulations thereunder.

(b) Third-Party Beneficiaries. Subject to Section 5.8, this Agreement is for the exclusive benefit of the parties hereto and the Covered Persons and other indemnified parties referred to in Section 5.12, and the Registered Owners, Beneficial Owners and Authorized Participants from time to time, and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other Person.

Section 7.3 Severability. In case any one or more of the provisions contained in this Agreement are or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected, prejudiced or disturbed thereby.

Section 7.4 Notices.

(a) All notices given under this Agreement must be in writing.

(b) Any notice to be given to the Sponsor or the Delaware Trustee shall be deemed to have been duly given (i) when it is actually delivered by a messenger or a recognized courier service, (ii) five (5) days after it is mailed by registered or certified mail, postage paid or (iii) when receipt of an electronic mail is acknowledged via a return receipt or receipt confirmation as requested by the original transmission, in each case to or at the address or email address set forth below:

To the Sponsor:

Wilshire Phoenix Funds LLC
2 Park Avenue, 20th Floor

New York, New York 10016
Attention: William Cai, Partner
Email: funds@wilshirephoenix.com

To the Delaware Trustee:

Delaware Trust Company
251 Little Falls Drive

Wilmington DE 19808
Attention: Corporate Trust Administration
Email [ ____ ]

(c) Any notice to be given to a Registered Owner shall be deemed to have been duly given (i) when actually delivered by messenger or a recognized courier service, (ii) when mailed, postage prepaid or (iii) when sent by electronic mail or facsimile transmission confirmed by letter, in each case at or to the address of such Registered Owner as it appears on the transfer books of the Transfer Agent, or, if such Registered Owner shall have filed with the Transfer Agent a written request that any notice or communication intended for such Registered Owner be delivered to some other address, at the address designated in such request.

Section 7.5 Governing Law; Consent to Jurisdiction.

(a) This Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware.

(b) The parties hereto hereby (i) irrevocably submit to the exclusive jurisdiction of any Delaware state court or federal court sitting in Wilmington, Delaware in any action arising out of or relating to this Agreement and (ii) consent to the service of process by mail. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court. Each party agrees that, in the event that any dispute arising from or relating to this Agreement becomes subject to any judicial proceeding, such party waives any right that it may otherwise have to (x) seek punitive or consequential damages or (y) request a trial by jury.

Section 7.6 Headings. The titles of the Articles and the headings of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing the terms and provisions of this Agreement.

Section 7.7 Binding Effect; Entire Agreement. Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement is binding upon and inures to the benefit of the parties hereto and their respective personal representatives, successors and permitted assigns. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

Section 7.8 Provisions in Conflict With Law or Regulations. The provisions of this Agreement are severable, and if the Sponsor determines, with the advice of counsel, that any one or more of such provisions (the "Conflicting Provisions") are in conflict with the Code, the Act or other applicable U.S. federal or state laws, the Conflicting Provisions shall be deemed never to have constituted a part of this Agreement, even without any amendment of this Agreement pursuant to this Agreement; provided, however, that such determination by the Sponsor shall not affect or impair any of the remaining provisions of this Agreement or render invalid or improper any action taken or omitted prior to such determination. The Sponsor shall not be liable for making or failing to make such a determination.

Section 7.9 Conditions to Effectiveness of Amendments. The amendments to the Existing Trust Agreement set forth herein shall become effective upon execution by the Sponsor and the Delaware Trustee.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have duly executed this Amended and Restated Trust Agreement as of the day and year first set forth above.

	WILSHIRE PHOENIX FUNDS LLC,
	as Sponsor


	By:
	Name:
	Title:

	DELAWARE TRUST COMPANY,
	as Delaware Trustee


	By:
	Name:
	Title:

EXHIBIT A

CERTIFICATE OF TRUST
OF
UNITED STATES GOLD AND TREASURY INVESTMENT TRUST

THIS Certificate of Trust of United States Gold and Treasury Investment Trust (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the "Act").

Name. The name of the statutory trust formed by this Certificate of Trust is United States Gold and Treasury Investment Trust.

Delaware Trustee. The name and address of the trustee of the Trust with a principal place of business in the State of Delaware are Delaware Trust Company, 251 Little Falls Drive, Wilmington DE 19808, Attention: Corporate Trust Administration.

Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

DELAWARE TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee of the Trust

By: /s/ Alan R. Halpern
Name: Alan R. Halpern
Title: Vice Present

A-1

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF TRUST
OF
UNITED STATES GOLD AND TREASURY INVESTMENT TRUST

THIS Certificate of Amendment to the Certificate of Trust of United States Gold and Treasury Investment Trust (the "Trust") is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to amend the certificate of trust of a statutory trust formed under the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the "Act") pursuant to § 3810(b) of the Act.

Name. The name of the statutory trust amended hereby is United States Gold and Treasury Investment Trust.

Amendment to Certificate of Trust. The Trust's Certificate of Trust is hereby amended by changing the name of the Trust to Wilshire wShares Enhanced Gold Trust.

Effective Date. This Certificate of Amendment shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on the 24^th day of August, 2020.


DELAWARE TRUST COMPANY, not in its individual capacity but solely as Delaware Trustee of the Trust

	By:	/s/ James L. Grier
	Name:	James L. Grier
	Title:	Assistant Vice President

A-2

ANNEX I

CAPITAL ACCOUNTS, DISTRIBUTIONS AND ALLOCATIONS

Section 1. Capital Accounts.

(a) The Trust shall establish and maintain a separate account (the "Capital Account") for each Beneficial Owner's¹ Shares in accordance with the following provisions (references to Sections in this Annex I will be to Sections in this Annex I unless otherwise stated and references to Sections of the Agreement will be indicated as such):

(i) Initial Contribution. A Beneficial Owner's "Initial Contribution" will be equal to the amount of cash contributed to the Trust by the Beneficial Owner or its agent on the first issuance of Shares to the Beneficial Owner or its agent as described in Article II.

(ii) Initial Capital Account. The initial balance of the Capital Account of each Beneficial Owner shall be such Beneficial Owner's Initial Contribution.

(iii) Adjustments to Capital Accounts.

(A) Each Beneficial Owner's Capital Account shall be increased by the amount of additional cash contributed to the Trust by such Beneficial Owner or its agent, and by any income or gain (including income and gain exempt from tax) computed in accordance with Section 1(b) and allocated to such Beneficial Owner pursuant to Section 2.

(B) Each Beneficial Owner's Capital Account shall be decreased by the amount of cash distributed to such Beneficial Owner or its agent pursuant to any provision of this Agreement, and by any expenses, deductions or losses computed in accordance with Section 1(b) and allocated to such Beneficial Owner pursuant to Section 2.

(iv) Contributions; Distributions; Redemptions. Each Beneficial Owner agrees that it (or its agent) will contribute property to the Trust only if such property has, to the best of that Beneficial Owner's knowledge after reasonable inquiry, a basis for tax purposes equal to the fair market value of such property, and acknowledges that the Trust will rely upon such fair market value basis for purposes of determining and allocating items of income, gain, loss, deduction, basis and other tax items. For this purpose, Section 7 shall apply to determine fair market value.

(b) For purposes of computing the amount of any item of income, gain, deduction, expense or loss to be reflected in a Beneficial Owner's Capital Account, the determination, recognition and classification of any such item shall be the same as its

¹ In this Annex I, all references to "Beneficial Owner" shall be deemed a reference to the broker or nominee through which such Beneficial Owner owns its Shares.

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determination, recognition and classification for U.S. federal income tax purposes; provided that:

(i) Items described in Section 705(a)(2)(B) of the Code shall be treated as items of deduction. All fees and other expenses incurred by the Trust to promote the sale of (or to sell) a Share that can neither be deducted nor amortized under Section 709 of the Code shall, for purposes of Capital Account maintenance, be treated as an item described in Section 705(a)(2)(B) of the Code.

(ii) Except as otherwise provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code.

(iii) In computing income, gain, deduction, expense or loss for Capital Account purposes, the amount of such item shall be determined taking into account the book value of the Trust's property, as adjusted pursuant to Section 1(d).

(c) In the event any Beneficial Owner's Shares are transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of such Beneficial Owner to the extent such Capital Account relates to the transferred Shares.

(d) Consistent with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(f), upon an issuance or redemption of Shares, in connection with the dissolution, liquidation or termination of the Trust, or otherwise as appropriate pursuant to generally accepted industry accounting practices, the Capital Accounts of all Beneficial Owners may, immediately prior to such issuance, redemption, dissolution, liquidation, termination, or otherwise, be adjusted (consistent with the provisions hereof) upwards or downwards to reflect any Unrealized Gain or Unrealized Loss attributable to Trust property, as if such Unrealized Gain or Unrealized Loss had been recognized upon an actual sale of such property, immediately prior to such issuance, redemption, dissolution, liquidation, termination, or otherwise, and had been allocated to the Beneficial Owners at such time pursuant to Section 2. Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(g), appropriate adjustments shall be made to the book value of Trust property with Unrealized Gain or Unrealized Loss. Proper adjustment shall be made to the amount of any Capital Account adjustment under this Section 1(d) to take into account any prior Capital Account adjustment under this Section 1.

Section 2. Allocations for Capital Account Purposes.

(a) For purposes of maintaining Capital Accounts and in determining the rights of the Beneficial Owners among themselves, except as otherwise provided in this Section 2, each item of income, gain, loss, expense and deduction (computed in accordance with Section 1(b)) shall be allocated to the Beneficial Owners in accordance with their respective Percentage Interests.

(b) Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(g), items of depreciation, depletion, amortization and gain or loss attributable to Adjusted

I-2

Property that has a Book-Tax Disparity shall be allocated among the Beneficial Owners in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

(c) If any Beneficial Owner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6), then items of Trust income and gain (consisting of a pro rata portion of each item of Trust income, including gross income, and gain for such year) shall be specially allocated to such Beneficial Owner in an amount and manner sufficient to eliminate a deficit balance in its Capital Account (after decreasing such Beneficial Owner's Capital Account balance by the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6)) created by such adjustments, allocations or distributions as quickly as possible. This Section 2(c) is intended to constitute a "qualified income offset" within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

Section 3. Allocations for Tax Purposes.

(a) For U.S. federal income tax purposes, except as otherwise provided in this Section 3, each item of income, gain, loss, deduction and credit of the Trust shall be allocated among the Beneficial Owners in accordance with their respective Percentage Interests.

(b) In an attempt to eliminate Book-Tax Disparities, items of income, gain, loss, or deduction shall be allocated for U.S. federal income tax purposes among the Beneficial Owners under the remedial allocation method of Treasury Regulations Section 1.704-3(d).

(d) The provisions of this Annex I and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Regulations. The Sponsor shall be authorized to make appropriate amendments to the allocations of items pursuant to this Section 3 if necessary in order to comply with Section 704 of the Code or applicable Treasury Regulations promulgated thereunder.

Section 4. Tax Conventions.

(a) For purposes of Sections 1, 2 and 3, the Sponsor shall cause the Trust to adopt such conventions as may be necessary or appropriate in the Sponsor's reasonable discretion in order to comply with applicable law, including Section 706 of the Code and the Treasury Regulations or rulings promulgated thereunder, or to allocate items of the Trust's income, gain, loss, expenses, deductions and credits in a manner that reflects

I-3

Beneficial Owner's Shares. The Sponsor may revise, alter or otherwise modify such conventions in accordance with the standard established in the prior sentence.

(b) Unless the Sponsor determines that another convention is necessary or appropriate in the Sponsor's reasonable discretion in order to comply with applicable law, or to allocate items of the Trust's income, gain, loss, expenses, deductions and credits in a manner that more accurately reflects Sponsor's Shares, the Trust shall use the monthly convention described in this Section 4(b).

(i) All issuances, redemptions and transfers of Shares or beneficial interests therein shall be deemed to take place at a price equal to the value of such Share or beneficial interest therein at the end of the Business Day during the month in which the issuance, redemption or transfer takes place on which the value of a Share is lowest (such price, the "single monthly price"). Accordingly, in determining Unrealized Gain or Unrealized Loss and in making the adjustments provided for by Section 1(d), the fair market value of all Trust property immediately prior to the issuance, redemption or transfer of Shares shall be deemed to be equal to the lowest value of such property (as determined under Section 7) during the month in which such Shares are issued or redeemed. In the event that the Trust makes an election under Section 754 of the Code, adjustments to be made under Sections 734(b) and 743(b) of the Code will be made using the same monthly convention, including by reference to the single monthly price.

(ii) All contributed property shall be deemed to be contributed at a price equal to the weighted average value of such property (as determined under Section 7) during the month in which such property is contributed. All purchases and sales of property, however, shall be treated as taking place at a price equal to the purchase or sales price of the property, respectively.

(iii) Each item of Trust income, gain, expense, loss, deduction and credit attributable to transferred Shares shall, for U.S. federal income tax purposes, be determined on a monthly basis and shall be allocated to the Beneficial Owners who own Shares as of the close of the last day of the month preceding the month in which the transfer occurs, provided that, for the initial period beginning on the date hereof and ending on the last day of the month following the month in which this Agreement becomes effective, such items shall be allocated to the Beneficial Owners who own the Shares as of the close of the last day of the month in which such items arose; and provided further that, unless the Sponsor determines that another method is necessary or appropriate in the Sponsor's reasonable discretion, gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Trust (or, in the Sponsor's sole discretion, other sales or dispositions of assets if appropriate to more accurately allocate such gain and loss to Beneficial Owners in a manner that corresponds to their economic gain and loss) shall be allocated to the Beneficial Owners who own Shares as of the close of the day in which such gain or loss is recognized for U.S. federal income tax purposes.

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(iv) All such allocations are intended to constitute a reasonable method of allocation in accordance with Treasury Regulations Section 1.706-1(c)(2)(ii) and to take into account a Beneficial Owner or Beneficial Owner's varying Shares during the taxable year of any issuance, redemption or transfer of Shares or beneficial interests therein. Any person who is the transferee of Shares shall be deemed to consent to the methods of determination and allocation set forth in this Section 4 as a condition of receiving such Shares.

Section 5. Shares as Personal Property. Each Beneficial Owner hereby agrees that its Shares shall for all purposes be personal property. The Trust shall be the sole owner of the property and rights conveyed to it. No Beneficial Owner has any interest in specific Trust property, including property conveyed to the Trust by a Beneficial Owner.

Section 6. Interest on Capital Contributions. No Beneficial Owner shall be entitled to any interest on its capital contribution.

Section 7. Valuation.

(a) Unless otherwise provided in this Agreement, the value, on any day, of Physical Gold, Cash Equivalents and any other property, other than cash, under this Agreement shall be determined as of 4:00 p.m. (New York City time) on that day, as follows:

(i) The Administrator will determine the LBMA Gold Price to be used to value the Trust's Physical Gold, and multiply the applicable LBMA Gold Price by the number of troy ounces of Physical Gold held by the Trust. The Administrator generally values the Physical Gold held by the Trust using that day's LBMA Gold Price PM. If there is no LBMA Gold Price PM on any day, the Administrator is authorized to use the LBMA Gold Price AM on that day. If no LBMA Gold Price is available on any day, the Administrator is authorized to value the Trust's gold based on the most recently announced LBMA Gold Price PM or LBMA Gold Price AM. If the Administrator determines that such price is inappropriate as a basis for the valuation of the Trust's Physical Gold, the Administrator shall value such Physical Gold as described in paragraph (ii) below.

(ii) The Administrator will value all other property at (A) its current market value, if quotations for such property are readily available or (B) its fair value, as reasonably determined by the Administrator, if no quotations for such property are readily available.

(b) The Administrator may (but is not required to) employ the services of, and rely upon the reports of, a recognized pricing service (including a pricing service that is an Affiliate of the Administrator). If the Administrator determines that the procedures in this Section 7 are an inappropriate basis for the valuation of the Trust's assets, it shall determine an alternative basis to be employed. The Administrator shall not be liable to any Person for any determination as to the alternative basis for evaluation; provided that such determination is made in good faith.

Section 8. Distributions.

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(a) Distributions from the Trust upon the occurrence of a redemption or upon dissolution, liquidation or termination pursuant to Section 2.8 or Section 6.2 of the Agreement, will be in the form of Physical Gold, Cash Equivalents and/or cash as determined by such sections, as applicable; provided that, in the case of a distributions upon dissolution, liquidation or termination, amounts received by Beneficial Owners shall be in accordance with Capital Accounts as provided in Treasury Regulations Section 1.704-1(b)(2)(ii)(b).

(b) Notwithstanding any provision to the contrary contained in this Agreement, the Trust, and the Sponsor on behalf of the Trust, shall not be required to make a distribution with respect to Shares if such distribution would violate the Act or any other applicable law. A determination that a distribution is not prohibited under this Section 8 or the Act shall be made by the Sponsor and, to the fullest extent permitted by applicable law, may be based either on financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances or on a fair valuation or any other method that is reasonable under the circumstances. Unless otherwise agreed to by the Beneficial Owners, a Beneficial Owner shall be entitled only to the distributions expressly provided for in this Agreement.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Beneficial Owners understand and acknowledge that a Beneficial Owner (or its agent) may be compelled to accept a distribution of any asset in kind from the Trust despite the fact that the percentage of the asset distributed to such Beneficial Owner (or its agent) exceeds the percentage of that asset which is equal to the percentage in which such Beneficial Owner shares in distributions from the Trust.

SK 29835 0006 8661333 v6

Exhibit 10.1

[Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the Trust if publicly disclosed.]

DATED NOVEMBER __, 2020

JPMORGAN CHASE BANK, N.A.

AND

WILSHIRE wSHARES ENHANCED GOLD TRUST

ALLOCATED PRECIOUS METALS ACCOUNTS AGREEMENT

This agreement is based upon the ALLOCATED BULLION ACCOUNTS AGREEMENT as published by the London Precious Metals Clearing Limited with such modifications as are required by JP Morgan, including to allow the use of its eBTS Website.

CONTENTS

Clause

Page

1.	INTERPRETATION	3
2.	ALLOCATED ACCOUNTS	5
3.	DEPOSITS	6
4.	WITHDRAWALS	8
5.	INSTRUCTIONS	10
6.	CONFIDENTIALITY	11
7.	CUSTODY SERVICES	12
8.	SUB-CUSTODIANS	14
9.	REPRESENTATIONS	14
10.	SANCTIONS	15
11.	FEES AND EXPENSES	16
12.	SCOPE OF RESPONSIBILITY	17
13.	TERMINATION	20
14.	VALUE ADDED TAX	20
15.	NOTICES	21
16.	GENERAL	22
17.	GOVERNING LAW AND JURISDICTION	23

This Agreement is based upon the ALLOCATED PRECIOUS METALS ACCOUNTS AGREEMENT as published by London Precious Metals Clearing Limited, with such modifications as are appropriate to the services to be provided.

THIS AGREEMENT is made on November __, 2020

BETWEEN

(1)	JPMorgan Chase Bank, N.A.; a company incorporated with limited liability as a National Banking Association, whose principal London Office is at 25 Bank Street, Canary Wharf, E14 5JP, London, United Kingdom ("we" or "us"); and

(2)	Wilshire wShares Enhanced Gold Trust, a Delaware statutory trust organized under the laws of the State of Delaware, whose principal office is at 2 Park Avenue, 20^th Floor, New York, New York 10016, United States of America ("you" or the "Trust").

Each a "Party" and together the "Parties."

INTRODUCTION

We, as a member of London Precious Metal Clearing Limited ("LPMCL"), have agreed to open and maintain for you Allocated Accounts (as defined below) and to provide other services to you in connection with such Allocated Accounts. This Agreement sets out the terms under which we will provide those services to you and the arrangements which will apply in connection with those services.

IT IS AGREED AS FOLLOWS

1.	INTERPRETATION

1.1	Definitions: In this Agreement:

"Account Balance" means, in relation to an Allocated Account, the specific Precious Metals held for you by us as from time to time identified (whether by bar serial numbers or otherwise) in, and recorded on, that Allocated Account.

"Allocated Account" means, in relation to a Precious Metal, the account(s) maintained by us in your name pursuant to this Agreement recording the amount of, and identifying, that Precious Metal received and held by us for you on an allocated basis.

"AURUM" means the electronic matching and settlement system operated by LPMCL.

"Availability Date" means the Business Day on which you wish to transfer or deliver Precious Metal to us for deposit into an Allocated Account.

"Business Day" means a day (excluding Saturdays, Sundays and public holidays) on which commercial banks generally are open for business in London and on which the London Precious Metals Markets relevant to the Precious Metals held pursuant to this Agreement are open for business.

"Dispute" means for the purpose of Clause 17 any disagreement between you and us which we have been unable to resolve amicably within a period of fourteen Business

Days after we have received from you, or as the case may be you have received from us, written notification of the disagreement.

"eBTS " means the electronic Bullion Transfer System website developed by us.

"Gold" means gold in physical form complying with the Rules held by us or any Sub-Custodian under this Agreement.

"Investor" shall mean the individual or entity in whose name a Share is recorded in the books and records of the Trust's transfer agent.

"LBMA" means The London Bullion Market Association or its successors.

"London Precious Metals Markets" means the London Bullion market, the LPPM, and such other markets for Precious Metals operating in London as may be agreed between us from time to time.

"LPMCL" means London Precious Metals Clearing Limited or its successors.

"LPPM" means the London Platinum and Palladium Market or its successors.

"Precious Metal" means any and all of gold, silver and any other metal(s) as may be agreed between us or otherwise specified in the Schedule.

"Reasonable and Prudent Custodian" means a person acting in good faith and performing its contractual obligations exercising a degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced custodian of Precious Metals complying with the Rules, engaged in the same type of undertaking, under the same or similar circumstances and conditions.

"Registration Statement" means the registration statement (including a prospectus) for the offering of securities of the Trust under the Securities Act of 1933, as amended, filed with the U.S. Securities and Exchange Commission.

"Rules" means the rules, regulations, practices and customs of the LBMA, LPMCL, LPPM, the Financial Conduct Authority, the Prudential Regulation Authority, the Bank of England and such other regulatory authority or other body, applicable to the Parties to this Agreement and/or to the activities contemplated by this Agreement or the activities of a Sub-Custodian.

"Sanctioning Body" means any of the following:

(i)

the United Nations Security Council;

(ii)

the European Union;

(iii)

Her Majesty's Treasury and the Office of Financial Sanctions Implementation of the United Kingdom; and

(iv)

The Office of Foreign Assets Control of the Department of Treasury of the United States of America.

"Sanctions" means economic or financial sanctions, boycotts, trade embargoes and restrictions relating to terrorism imposed, administered or enforced by a Sanctioning Body from time to time.

"Sanctions List" means any list of specifically designated nationals or blocked or sanctioned persons or entities (or similar) imposed, administered or enforced by a Sanctioning Body in connection with Sanctions from time to time.

"Shares" shall mean the units of fractional undivided beneficial interest in the Trust.

"Sponsor" means Wilshire Phoenix Funds LLC, a limited liability company organized under the laws of the State of Delaware whose principal office is at 2 Park Avenue, 20th Floor, New York, New York 10016, United States of America, or any successors or assigns, as provided in Section 16.4 and the sponsor for the Wilshire wShares Enhanced Gold Trust, and any entity authorized to act on the Sponsor's behalf.

"Spot Rate" in respect of a Precious Metal and the particular currency in which the relevant Tax is denominated has the meaning set out in the Schedule.

"Sub-Custodian" means a sub-custodian, agent or depository (including an entity within our corporate group) appointed by us to perform any of our obligations and/or duties under this Agreement, including the custody and safekeeping of Precious Metals.

"Trust Agreement" shall mean the Trust's Amended and Restated Declaration of Trust and Trust Agreement between the Sponsor and Delaware Trust Company, as trustee, as the same may be amended, modified or supplemented from time to time.

"VAT" means value added tax as provided for in the Value Added Tax Act 1994 (as amended or re-enacted from time to time) and legislation supplemental thereto and any other tax (whether imposed in the United Kingdom in substitution thereof or in addition thereto or elsewhere) of a similar fiscal nature.

"Website" has the meaning set out in the Schedule.

"Withdrawal Date" means the Business Day on which you wish to withdraw Precious Metal from an Allocated Account.

1.2	Headings: The headings in this Agreement do not affect its interpretation.

1.3	Singular and plural: References to the singular include the plural and vice versa.

2.	ALLOCATED ACCOUNTS

2.1	Opening Allocated Accounts: We shall open and maintain one or more Allocated Accounts in respect of each Precious Metal which you ask us, and we agree, to hold for you on an allocated basis on the terms of this Agreement.

2.2

Denomination of Allocated Accounts: The Precious Metals recorded in Allocated Accounts shall be denominated: in the case of Gold, in fine troy ounces of Gold (to three decimal places); in the case of silver, in troy ounces of silver (to at least one decimal place); and, in the case of any other metal, in such denomination as is provided for in the Rules or if there is no such provision, such denomination as may be agreed between us.

2.3

Reports: We will provide reports to you relating to deposits into and withdrawals from the Allocated Accounts and the Account Balance on each Allocated Account in such form and with such frequency as required (but not less than annually), and containing such information, as may be agreed between us, or as otherwise specified in the Schedule. Such reports will also be available to you daily by means of eBTS, however, the paper record will prevail.

2.4

Discrepancies: If a material error or discrepancy is noted by you on any report provided pursuant to Clause 2.3 above in relation to any activity or balances, you will promptly notify us in writing so that we may investigate and resolve any such material error or discrepancy as soon as practicable. For the purposes of this Clause 2.4 only, in the absence of evidence to the contrary, a report shall be deemed received by you on the day which is 2 Business Days after the date on which such report was sent by us to you in accordance with the terms of this Agreement.

2.5

Reversal of entries: We at all times reserve the right, without prior notice to you, to reverse any provisional or erroneous entries to an Allocated Account with effect back- valued to the date upon which the final or correct entry (or no entry) should have been made (including, without limitation, where we have credited a deposit made pursuant to Clause 3.1(b) and on receipt by us of the Precious Metal we determine that it does not comply with the Rules or that it is not the weight required by the Rules for the amount of the relevant Precious Metal which you notified to us for deposit), but shall notify you in writing as soon as reasonably practicable of any such reversals.

DEPOSITS

3.1	Procedure: You may at any time notify us of your intention to deposit Precious Metal in an Allocated Account. A deposit may be made (in the manner and accompanied by such documentation as we may require) by:

(a)

procuring a book-entry transfer: (i) to us by arranging that our account with a Sub-Custodian (as notified by us to you) with which we hold Precious Metal of the type which we have agreed to hold for you (and which has the same denomination as the Precious Metal to which your Allocated Account relates) is credited with the specific Precious Metal (identified, whether by bar serial numbers or otherwise) to be recorded in your Allocated Account; (ii) to your Allocated Account by you arranging that a third party for whom we maintain an allocated account holding Precious Metal of the type which we have agreed to hold for you (and which has the same denomination as the Precious Metal to which your Unallocated Account relates) instructs us to debit from its allocated account with us and to credit to your Allocated Account the specific Precious Metal (identified, whether by bar serial numbers or otherwise) to be recorded in your Allocated Account; or (iii) to your Allocated Account by agreeing with us that, in relation to the specific Precious Metal (identified, whether by bar serial numbers or otherwise) which we hold on an allocated basis for our own account and which is of the type which we have agreed to hold for you (and which has the same denomination as the Precious Metal to which your Allocated Account relates), we debit from our account record of our own Precious Metal and credit to your Allocated

Account such Precious Metal (identified, whether by bar serial numbers or otherwise); or

(b)

the delivery of Precious Metal to us at our nominated vault premises detailed in the Schedule attached hereto, at your expense and risk. Any Precious Metal delivered to us (or to a third party holding to our order) must be in the form of bars which comply with the Rules (including the Rules relating to good delivery and fineness) or in such other form as may be agreed between us.

3.2

In relation to deposits pursuant to Clause 3.1(a) above, until we have credited the relevant Precious Metal to your Allocated Account: (i) you accept liability for all costs (including transportation and insurance, if any) in relation to the delivery of such Precious Metal; and (ii) you shall bear all risk of loss of such Precious Metal, whether due to theft, destruction or otherwise.

In relation to deposits pursuant to Clause 3.1(b) above, until we have taken physical delivery of the relevant Precious Metal: (i) you accept liability for all costs of transportation and insurance (if any) in relation to the delivery of such Precious Metal; and (ii) you shall bear all risk of loss of such Precious Metal, whether due to theft, destruction or otherwise. For this purpose, we shall be deemed to have taken physical delivery of Precious Metal once such Precious Metal is in our possession or in the possession of our Sub-Custodian or agent.

3.3	Notice requirements: Any notice relating to a deposit of Precious Metal must:

(a)

be in writing and be received by us no later than the time specified in the Schedule attached hereto (and if not received on a Business Day or received later will be deemed to be received on the next Business Day) unless otherwise agreed;

(b)

in the case of a deposit pursuant to Clause 3.1(a), specify the details of the account from which the Precious Metal will be transferred;

(c)

in the case of a deposit pursuant to Clause 3.1(b), specify the name of the person or carrier that will deliver the Precious Metal to us at the vault premises specified in the Schedule attached hereto and the manner in which the Precious Metal will be packed; and

(d)

in any case specify the amount (in the appropriate denomination) of the Precious Metal to be credited to the Allocated Account, the Availability Date and any other information which we may from time to time require.

3.4	Timing: A deposit of Precious Metal will not be credited to an Allocated Account until:

(a)

in the case of a deposit pursuant to Clause 3.1(a)(i), an account of ours with a Sub-Custodian has been credited with the specific Precious Metal (identified, whether by bar serial numbers or otherwise) to be recorded in your Allocated Account;

(b)

in the case of a deposit pursuant to Clause 3.1(a)(ii) or (iii), the corresponding account recording the allocated Precious Metal to be transferred had been

debited with the specific Precious Metal (identified, whether by bar serial numbers or otherwise) to be recorded in your Allocated Account; and

(c)

in the case of a deposit pursuant to Clause 3.1(b), we have received the Precious Metal in accordance with Clauses 3.1 and 3.2, verified its compliance with the Rules and weighed it in accordance with LBMA practice to confirm that it is the weight required by the Rules for the amount of the relevant Precious Metal which you notified to us for deposit.

3.5

Right to refuse Precious Metal or amend procedure: We may refuse to accept Precious Metal, and amend the procedure in relation to the deposit of Precious Metal or impose such additional procedures in relation to the deposit of Precious Metal as we may from time to time consider appropriate to comply with the Rules. Any such amendment or additional procedures will be notified to you, in accordance with Clause 15 of this Agreement, within a commercially reasonable amount of time before we amend our procedures, and in so doing we shall consider your needs to communicate any such change to Investors and others. Any such refusal will be promptly notified to you, in accordance with Clause 15 of this Agreement, and will (unless otherwise specified) take effect immediately upon your receipt of such notification.

4.	WITHDRAWALS

4.1	Release of Precious Metal. Precious Metal will be made available for collection at a vault premises detailed in the Schedule attached hereto or at the office of a Sub-Custodian at which the Precious Metal is held.

4.2

Procedure: You may at any time notify us in writing of your intention to withdraw Precious Metal from your Allocated Balance. A withdrawal may be made (in the manner and accompanied by such documentation as we may require) by a debit by us of specific Precious Metal (identified, whether by bar serial numbers or otherwise) from your Allocated Account and:

(a)

book-entry transfer by a debit by: (i) us instructing credit of such Precious Metal to the account specified by you and maintained by our Sub-Custodian, (ii) credit by us of such Precious Metal to an allocated account maintained by us for another of our clients (as specified by you), or (iii) where pursuant to a separate agreement with us, credit by us of such Precious Metal to our account record of Precious Metal which we hold on an allocated basis for our own account; or

(b)

the collection of such Precious Metal from the vaults specified in the Schedule attached hereto at your expense and risk.

Any Precious Metal made available to you will be in the form of bars which comply with the Rules (including the Rules relating to good delivery and fineness) or in such other form as may be agreed between us.

4.3	Notice requirements: Any notice relating to a withdrawal of Precious Metal must:

(a)

if it relates to a withdrawal pursuant to clause 4.2(a), be received by us no later than the time specified in the Schedule attached hereto (and if received

later will be processed on the next Business Day) and specify the details of the account to which the Precious Metal is to be transferred;

(b)

if it relates to a withdrawal pursuant to clause 4.2(b), be received by us no later than the time specified in the Schedule attached hereto (and if received later will be processed on the next Business Day) and specify the name of the person or carrier that will collect the Precious Metal from us; and

(c)

in all cases, specify the serial numbers (or otherwise identify) of the Precious Metal to be withdrawn, the total amount (in the appropriate denomination) of Precious Metal to be delivered to you or to your order, the Withdrawal Date and any other information which we may from time to time require.

4.4

Right to amend procedure: We may amend the procedure for the withdrawal of Precious Metal from your Account Balance or impose such additional procedures as we may from time to time consider appropriate to comply with the Rules. Any such amendments or additional procedures will be promptly notified to you, in accordance with Clause 15 of this Agreement, within a commercially reasonable amount of time before we amend our procedures, and in so doing we shall consider your needs to communicate any such change to Investors and others.

4.5	Collection or Delivery of Precious Metals: Any additional terms and conditions (if any) relating to the collection and delivery of Precious Metals are set out below:

(a)

In relation to withdrawals pursuant to Clause 4.2(a), from the time at which your Allocated Account has been debited with the relevant Precious Metal: (i) you accept liability for all costs (including transportation and insurance, if any) in relation to the delivery of such Precious Metal upon withdrawal; and (ii) you shall bear all risk of loss of such Precious Metal, whether due to theft, destruction or otherwise

(b)

In relation to withdrawals pursuant to Clause 4.2(b), from the time at which your designated carrier takes physical delivery of the relevant Precious Metal: (i) you accept liability for all costs of transportation and insurance (if any) in relation to the delivery of such Precious Metal upon withdrawal; and (ii) you shall bear all risk of loss of such Precious Metal, whether due to theft, destruction or otherwise. For this purpose, your designated carrier shall be deemed to have taken physical delivery of Precious Metal once such Precious Metal is no longer in our possession or in the possession of our Sub-Custodian or agent.

(c)

Unless specifically agreed that sub-clause (d) below applies to a withdrawal, you must collect, or arrange for the collection of, Precious Metals being withdrawn from us or our Sub-Custodian at your expense and risk. We will advise you of the location from which the Precious Metals may be collected no later than 2 Business Days prior to the Withdrawal Date.

(d)

Where we have agreed with you that this sub-clause (d) applies, we shall arrange delivery of the Precious Metal to you, and shall arrange such delivery, including transportation, in accordance with our usual practices. Where specific requests are made by you regarding the method of delivery, we may

(but shall have no obligation to) make reasonable efforts to comply with such requests. We shall in no circumstances have any obligation to effect any requested delivery, if in our reasonable opinion (i) such delivery would cause us or any of our agents to be in breach of the Rules or any applicable law, court order or regulation, or (ii) the costs incurred by us or our agents in making such delivery would be excessive, and we have not had satisfactory confirmation that you will reimburse us for such costs, or (iii) delivery is not reasonably practicable for any reason.

(e)

If you do not notify us of the serial numbers of the bars (or otherwise identify) the specific Precious Metals to be withdrawn from your Account Balance, we are entitled to select which bars from those comprising your Account Balance are to be made available to you.

4.6	Substitution: If in the future you agree (in writing) that Precious Metals comprising your Account Balance may be substituted by us for other Precious Metals, our right to do so and the terms upon which this right may be exercised is set out as follows:

You authorise us, as your agent, at any time and for any reason to procure the transfer to us of all of your right and title to some or all of the bars of Precious Metal comprising your Account Balance (the "Transferred Portion") in exchange for the transfer by us to you of the same number of substitute bars of like quality and weight of the Precious Metal (the "Substituted Portion"), by removing from the Allocated Account the records identifying the Transferred Portion and simultaneously recording in the Allocated Account the specific Precious Metals identified by the serial numbers of the relevant bars (or by other appropriate means) comprising the Substituted Portion.

5.	INSTRUCTIONS

5.1	Your representatives: We may assume that instructions have been properly authorised by you if they are given or purport to be given by a person who is, or purports to be, and is reasonably believed by us to be, a director, employee or other authorised person acting for you.

5.2

Instructions: All transfers into and out of the Allocated Account(s) shall be made upon receipt of, and in accordance with, instructions given (or appearing to be given) by you to us. Such instructions may be given either: (i) through eBTS, accessible through the Website by you pursuant to the terms of the Website agreement, or (ii) by SWIFT transmission, by any method of transmission set forth in Clause 15.2, or by such other means (if any) as are specified in the Schedule or as we may agree from time to time. Unless otherwise agreed, any such instruction or communication shall be effective if given by written means. We may assume that any electronic instructions have been validly given on your behalf. We reserve the right to obtain further validation of any instructions.

5.3

AURUM: You acknowledge that instructions relating to a counterparty for whom we do not already provide settlement services will be forwarded by us to AURUM on your behalf. You acknowledge that AURUM is operated by a third party and that we cannot be responsible for any errors, omissions or malfunctions in the systems operated by AURUM. To the extent that AURUM is not available or suffering a malfunction, you agree that our obligations under this Agreement shall be postponed during such unavailability or such malfunction and until a reasonable period thereafter.

5.4	Amendments: Once given, instructions continue in full force and effect until they are cancelled or amended. Any such instructions shall be valid and binding only after actual receipt by us in accordance with Clause 15 of this Agreement.

5.5

Unclear or ambiguous instructions: If, in our opinion, any instructions are unclear or ambiguous, we will use reasonable endeavours (taking into account any relevant time constraints) to obtain clarification of those instructions from you but, failing that, we may in our absolute discretion and without any liability on our part, act upon what we believe in good faith such instructions to be or refuse to take any action or execute such instructions until any ambiguity or conflict has been resolved to our satisfaction.

5.6

Refusal to execute: We reserve the right to refuse to execute instructions if in our opinion they are or may be, or require action which is or may be, contrary to the Rules or any applicable law. We shall in no circumstances have any obligation to act upon any instruction which in our opinion would result in a negative balance in any Allocated Account.

6.	CONFIDENTIALITY

6.1	Disclosure to others: Subject to Clauses 6.2, 6.3 and 6.4, each Party shall respect the confidentiality of information acquired under this Agreement and neither will, without the consent of the other, disclose to any other person any information acquired under this Agreement.

6.2

Permitted disclosures: Each Party accepts that from time to time the other Party may be required by law, or a court order or similar process, or requested by a government department or agency, fiscal body or regulatory authority, to disclose information acquired under this Agreement. In addition, the disclosure of such information may be required by a Party's auditors, by its legal or other advisors or by a company which is in the same group of companies as a Party (e.g. a subsidiary, or holding company of a Party). In any such case, and to the extent permitted by applicable law, the disclosing Party will notify the person to whom the disclosure is made that the information disclosed is confidential and should not be disclosed to any third party. Each Party irrevocably authorises the other to make such disclosures without further reference to such Party.

6.3

You acknowledge that, as a member of the London Precious Metal Clearing Limited, and that from time to time in carrying out our duties and obligations under this Agreement, it may be necessary for us to disclose to LPMCL and/or other clearing members, your account details and certain other information in order to act in accordance with your notices hereunder for the purposes of facilitating settlement. You acknowledge and accept that such disclosures may be made by us for the purposes set out in this Clause 6.3.

6.4

Notwithstanding Sections 6.1 and 6.2, we acknowledge and agree that (i) you may reference us and summarize the material terms of this Agreement in the Registration Statement and any other offering memorandum, prospectus or marketing documents related to an offering of the Shares by you to potential investors and (ii) you may disseminate information to Investors that is required to be provided to Investors pursuant to the terms of the Trust Agreement or the Registration Statement.

7.	CUSTODY SERVICES

7.1	Appointment: You hereby appoint us to act as custodian of the Precious Metals comprising the Account Balance in accordance with this Agreement and in accordance with any Rules and laws which apply to us or to any Sub-Custodian.

7.2

Segregation of Precious Metals: We will segregate the Precious Metals comprising the Account Balance from any Precious Metal which we own or which we hold for our other clients, and we will request each Sub-Custodian to segregate the Precious Metals comprising the Account Balance from any Precious Metals which it owns or which it holds for its other clients. For the avoidance of doubt, in any circumstance where we have agreed to hold for you a quantity of Precious Metal which cannot be allocated in a whole number of physical bars, your Allocated Account will record the nearest whole number of physical bars not exceeding such quantity of Precious Metal, and the difference between the quantity of Precious Metal comprised by such physical bars and the quantity of such Precious Metal which we have agreed to hold for you will be held by us for you as an unallocated amount of Precious Metal pursuant to the Unallocated Precious Metals Accounts Agreement between you and us documenting the holding of unallocated Precious Metal of even date herewith.

7.3	Ownership of Precious Metals: We will identify in our books that the Precious Metals comprising the Account Balance belong to you.

7.4	Location of Precious Metals: The Precious Metals comprising the Account Balance must be held by us at the nominated vault premises detailed in the Schedule attached hereto or at the vaults of a Sub-Custodian, as specified in the Schedule attached hereto, unless otherwise agreed between you and us.

7.5

Records: We will maintain adequate records identifying the Precious Metals as belonging to you. Such records shall include, with respect to the Allocated Account(s), journals or other records of original entry containing an itemised daily record in detail of all receipts and deliveries of Precious Metal (including adequate information to uniquely identify each bar of Precious Metal received in or delivered from the Allocated Account and the person from whom each bar was delivered).

7.6	[REDACTED]

8.	SUB-CUSTODIANS

8.1

Sub-Custodians: We may appoint Sub-Custodians to perform any of our duties under this Agreement including the custody and safekeeping of Precious Metals comprising the Account Balance. We will use reasonable care in the appointment of any Sub-Custodian. Precious Metal held by a Sub-Custodian shall be kept in our account at such Sub-Custodian, and we will separately identify on our books Precious Metal that is so held on your behalf. Our account with each such Sub-Custodian will be subject only to our instructions. Any Sub-Custodian will be a member of the LBMA.

8.2	Notice: We will provide you with the name and address of any Sub-Custodian of Precious Metals comprising the Account Balance along with any other information which you may reasonably require concerning the appointment of the Sub-Custodian.

8.3	[REDACTED]

8.4	[REDACTED]

9.	REPRESENTATIONS

9.1	Each Party represents and warrants to the other, on a continuing basis that:

(a)

it is duly constituted and validly existing under the laws of its jurisdiction of constitution;

(b)

it has all necessary authority, powers, consents, licences and authorisations and has taken all necessary action to enable it lawfully to enter into and perform its duties and obligations under this Agreement;

(c)

the persons entering into this Agreement on its behalf have been duly authorised to do so; and

(d)

this Agreement and the obligations created under it constitute its legal and valid obligations which are binding upon it and enforceable against it in accordance with the terms of this Agreement (subject to applicable principles of equity) and do not and will not violate the terms of the Rules, any applicable laws, or any order, charge or agreement by which it is bound.

9.2	In addition to (and without limitation of) the representations and warranties given by you in Clause 9.1, you represent and warrant to us, on a continuing basis, that:

(a)

you are the beneficial owner of the Precious Metal held by us hereunder, free and clear from any and all contingent or existing charges, pledges, mortgages, security interests, encumbrances, liens or other right or claim whatsoever permitted or created by you or any third party;

(b)

if you are holding any Precious Metal on behalf of a third party, you have full power and authority from your client to enter into and implement this Agreement in respect of such Precious Metal, and we are entitled to deal only with you as if you were the ultimate beneficial owner; and

(c)

neither the signing, delivery or performance of this Agreement, nor any instruction given hereunder, will contravene, constitute a default under, or cause to be exceeded, any of the following, namely:

(i)

any Rules, or any other law or agreement by which you, us or any relevant client for whom you hold Precious Metal are bound or affected; or

(ii)

rights of any third parties in relation to you or the Precious Metal held hereunder.

10.

SANCTIONS

10.1	In addition to (and without limitation of) the representations and warranties given by you in Clause 9.1 and Clause 9.2 above, you represent, warrant and undertake, on a continuing basis, that:

(a)

you are not a person or entity that is named on any Sanctions List or directly or indirectly targeted under any Sanctions;

(b)

you are not acting in violation of any applicable Sanctions;

(c)

you shall comply with all applicable laws, regulations, codes and sanctions relating to your operations, wherever conducted, and in particular relating to human rights, bribery, corruption, money-laundering, accounting and financial controls and anti-terrorism, including but not limited to the UK Bribery Act 2010;

(d)

you have adequate risk management and compliance procedures in place and have taken necessary measures (including screening clients for sanctions, money laundering and anti-bribery and corruption) to ensure continued compliance with the Rules and with the ongoing requirements of any Sanctioning Body;

(e)

you have conducted adequate due diligence on any person that you direct we transfer Precious Metals to or from under the terms of this Agreement; and

(f)

you will not cause us to hold any Precious Metals that originate from financial crime or are being or have been used to facilitate the violation of any Sanctions.

10.2

You agree that neither any Precious Metals nor the proceeds of any Precious Metals will be used by you in any way to fund the activities or business of any person or entity in any country or territory subject to Sanctions or included in any Sanctions List. You further agree that we shall be under no obligation to comply with a notice of withdrawal delivered pursuant to Clause 4.1 where we have reasonable grounds to suspect that any such withdrawal may in any way be used to fund the activities or business of any person or entity in any country or territory subject to Sanctions or included in any Sanctions List.

10.3

If at any time you become aware of any breach by you of Clauses 10.1 or 10.2 above after the date of this Agreement and before the later of (i) termination of this Agreement and (ii) the date that all obligations under this Agreement are fully and finally discharged, you shall promptly notify us in writing with full details of such breach together with, promptly following any request from us to do so, any other information we may reasonably request in connection with such breach.

10.4

In the event that you breach any of Clauses 10.1 to 10.3 above, or if we have reasonable grounds to believe that you have breached any of Clauses 10.1 to 10.3 above, we shall have the right to terminate this Agreement forthwith upon written notice. In the event of termination of this Agreement pursuant to this Clause 10.4, you agree to indemnify us and hold us harmless against any and all losses, costs and liabilities incurred as a direct consequence of such termination.

10.5	Nothing in this Agreement shall require a Party to take any action or to refrain from taking any action which may cause that Party any liability to or imposed by a Sanctioning Body.

11.	FEES AND EXPENSES

11.1

Fees: You will pay us such fees as we from time to time agree with you as set out in the Schedule attached hereto. We reserve the right to amend the fee structure from time to time with your prior written consent. Details of changes to the charges (including transfer, clearing and storage charges) will be advised to you by us in writing no less than 30 days before becoming effective.

11.2

Expenses: You must pay us on demand all reasonable costs, charges and expenses (including any relevant taxes, duties, and legal fees) incurred by us in connection with the performance of our duties and obligations under this Agreement or otherwise in connection with any Allocated Account (including without limitation any delivery, collection or storage costs). You shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto ("Taxes"), with respect to any Allocated Account maintained by us pursuant to this Agreement or any deposits or withdrawals related thereto. You shall indemnify us for the amount of any Tax that we are required under applicable laws (whether by assessment or otherwise) to pay in respect of each Allocated Account or any deposits or withdrawals related thereto (including any payment of Tax required by reason of an earlier failure to withhold); [REDACTED]. In the event that we are required under applicable law to pay any Tax on your behalf, we are hereby authorised, without prior notice to you, to debit from the credit balance of any or all of the Allocated Accounts an amount equal to the quotient of (x) the principal amount of the relevant Tax payable by us, divided by (y) the Spot Rate. If the aggregate credit balance of the Allocated Accounts is not sufficient to pay such Tax, we will notify you of an additional amount of cash required and you shall directly deposit such additional amount of cash (in the appropriate currency) to an account specified by us promptly following the date on which our notice to you that such amount is required becomes effective in accordance with this Agreement.

11.3	Credit balances: No interest or other amount will be paid by us on any credit balance on an Allocated Account unless otherwise agreed between us.

11.4	Debit balances: You are not entitled to overdraw an Allocated Account, and we shall not carry out any instruction from you where to do so would in our opinion cause any Allocated Account to have a negative balance.

11.5	Default interest: If you fail to pay us any amount when it is due, we reserve the right to charge [REDACTED] on any such unpaid amount. Interest will accrue on a daily basis, on a compound basis with monthly resets, and will be due and payable by you as a separate debt.

12.	SCOPE OF RESPONSIBILITY

12.1

Exclusion of liability: We will adhere to the standards of a Reasonable and Prudent Custodian at all times in the performance of our duties under this Agreement, and we will only be responsible for any loss or damage suffered by you as a direct result of any negligence, fraud or wilful default on our part in the performance of our duties (including as set out in Clause 8.3), and in which case our liability will not exceed the aggregate market value of the Account Balance at the time of such negligence, fraud or wilful default (calculating the value using the next available prices for Precious Metals of the same type and amount on the relevant London Precious Metals Markets following the occurrence of such negligence, fraud or wilful default). We shall not in any event be liable for any

consequential loss, or loss of profit or goodwill whether or not resulting from any negligence, fraud or wilful default on our part.

12.2	No duty or obligation: We are under no duty or obligation to make or take, or require any Sub-Custodian to make or take, any special arrangements or precautions beyond those required by the Rules.

12.3	[REDACTED]

12.4

Force majeure: We shall not be liable to you for any delay in performance, or for the non-performance of, any of our obligations under this Agreement by reason of any cause beyond our reasonable control. This includes any breakdown, malfunction or failure of, or in connection with, any communication, computer, transmission, clearing or settlement facilities, industrial action, acts and regulations of any governmental or supra national bodies or authorities, or the rules of any relevant regulatory or self-regulatory organisation.

12.5

Indemnity: You shall indemnify and keep us indemnified (on an after tax basis) on demand against all costs and expenses, damages, liabilities and losses which we may suffer or incur, directly or indirectly in connection with this Agreement except to the extent that such sums are due directly to our negligence, wilful default or fraud.

12.6

Lien and power of sale: We shall exercise such lien and power of sale rights (if any) in respect of the Precious Metals held for you below. Without prejudice to any lien or power of sale rights which we may have pursuant to this clause, or which any Sub-Custodian may have pursuant to the terms on which it holds Precious Metals for us, we shall not pledge, or create any security interest over, any Precious Metal held for you unless otherwise agreed with you in writing.

In addition to any general lien or other rights to which we may be entitled under any applicable law, we shall have a general lien over all Precious Metals held for you pursuant to this Agreement until the satisfaction of all liabilities, payments and obligations (whether actual or contingent) of you owed to us under this Agreement or otherwise (each a "Liability"). Nothing herein shall be construed or take effect as a charge or security interest requiring registration against you under English law.

Failing payment or discharge by you on the due date therefore of any Liability, we shall be entitled without consent from you but with prior notice to you, and without prejudice to any other right or remedy which we may have, to sell all or any of the Precious Metals held for you in such manner and at such price as we may deem appropriate. Where we sell Precious Metals pursuant to this term, we shall apply the net proceeds of the sale in or towards payment or discharge of the relevant sum or liability as we may think fit, but shall not be liable for any loss suffered by you as result of such sale.

12.7	Our interests and affiliates' interests: We have the right, without notifying you, to act upon your instructions even where:

(a)

we, directly or indirectly, have an interest in the consequences of such instruction or action;

(b)

we process your instructions on an aggregated basis together with similar instructions from other clients; or

(c)

we have a relationship with another party which does or may create a conflict with our duty to you, including (without prejudice) circumstances where we or any of our associates may: (i) act as financial adviser, banker or otherwise provide services to your contract counterparty; (ii) act in the same arrangement as agent for more than one client; or (iii) earn profits from any of the activities listed herein.

We or any of our divisions, branches or affiliates may be in possession of information tending to show that the action required by your instructions may not be in your best interests, but shall not have any duty to disclose any such information.

13.	TERMINATION

13.1

Method:

(a)

You may terminate this Agreement (i) by giving not less than forty-five (45) Business Days written notice to us, or (ii) immediately by written notice to us in the event of (1) the presentation of a winding up order, bankruptcy or analogous event in relation to us, or (2) the occurrence of an event specified in Clause 10.4 of this Agreement.

(b)

We may terminate this Agreement (i) by giving not less than sixty (60) Business Days written notice to you, or (ii) immediately by written notice in the event of the presentation of a winding up order, bankruptcy or analogous event in relation to you.

13.2	Any notice given by you under Clause 13.1 must specify:

(a)

the date on which the termination will take effect (the "Termination Date");

(b)

the person to whom each Account Balance is to be delivered; and

(c)

all other necessary arrangements for the delivery of the Account Balance to you or to your order.

13.3

Redelivery arrangements: If you do not make arrangements acceptable to us for the delivery of the Account Balance to you or to your order, we may continue to hold the Precious Metals constituting such Account Balance, in which case we will continue to charge the fees and expenses payable under Clause 10. If you have not made arrangements acceptable to us for the delivery of the Account Balance within 6 months of the Termination Date, we will be entitled to close each Allocated Account and sell the Precious Metals constituting each Account Balance (at such time and on such markets as we consider appropriate) and account to you for the proceeds after deducting any amounts due to us under this Agreement.

13.4	Existing rights: Termination shall not affect rights and obligations then outstanding under this Agreement which shall continue to be governed by this Agreement until all obligations have been fully performed. [REDACTED]

13.5	eBTS: Effective the Termination Date the use of the Website will automatically be terminated and no further access to the Website will be permitted.

14.	VALUE ADDED TAX

14.1	VAT exclusive: All sums payable under this Agreement by you to us shall be deemed to be exclusive of VAT.

14.2

Supplies: Where pursuant to or in connection with this Agreement, we make a supply to you for VAT purposes and VAT is or becomes chargeable on such supply, you shall on demand pay to us (in addition to any other consideration for such supply) a sum equal to the amount of such VAT and we shall on receipt of such payment provide you with an invoice or receipt in such form and within such period as may be prescribed by applicable law.

14.3

Deemed supplies: Where, pursuant to or in connection with this Agreement, we are deemed or treated by applicable law or the practice from time to time of the relevant fiscal authority to make a supply for VAT purposes to any person by virtue of our or any custodian for us relinquishing physical control of any Precious Metal, and VAT is or becomes chargeable on such supply, you shall on demand pay to us a sum equal to the amount of such VAT and we shall on receipt of such payment provide an invoice or receipt in such form and within such period as may be prescribed by applicable law to the person to which we are deemed or treated to make such supply.

14.4

Reimbursement: References to any fee, cost, expense, charge or other liability incurred by us and in respect of which we are to be reimbursed or indemnified by you under the terms of this Agreement shall include such part of such fee, cost, expense, charge or other liability as represents any VAT. We shall not seek reimbursement of any chargeable VAT incurred by you from the relevant tax authority. If the relevant tax authority does provide reimbursement to us for VAT incurred by you, we shall notify you within a reasonable time period after we become aware of such reimbursement.

15.

NOTICES

15.1	Form: Any notice or other communication under or in connection with this Agreement may be given in writing or as otherwise specified in the Schedule. References to writing includes an electronic transmission in a form permitted by Clause 15.2.

15.2

Method of transmission: Any notice or other communication shall be delivered personally or sent by first class post, pre-paid recorded delivery (or air mail if overseas), authenticated electronic transmission (including fax, email and SWIFT) or such other electronic transmission as the Parties may from time to time agree, to the Party due to receive the notice or communication, at its address, number or destination set out below, or to such other address, number or destination specified by that Party by written notice to the other:

If to us:

25 Bank Street, Canary Wharf

E14 5JP, London

United Kingdom

Attention: Mark Amlin, Vivien Zillner, Jonatan Sherman

Email: mark.c.amlin@jpmchase.com; vivien.x.zillner@jpmchase.com; jonatan.h.sherman@jpmchase.com; bullion.etf@jpmorgan.com; metalics.bo.processing@jpmorgan.com

If to you:

Wilshire wShares Enhanced Gold Trust

c/o Wilshire Phoenix Funds LLC

2 Park Avenue, 20th Floor

New York, New York 10016

Attention: William Cai

Email: funds@wilshirepheonix.com

15.3	Deemed receipt of notice: A notice or other communication under or in connection with this Agreement will be deemed received only if actually received or delivered.

15.4

Recording of calls: We may record telephone conversations without use of a warning tone. Such recordings will be our sole property and accepted by you as evidence of the orders or instructions given. In the event of inconsistency between the written notice and oral orders or instructions, the terms of the written notice shall prevail.

16.

GENERAL

16.1

No advice: Our duties and obligations under this Agreement do not include providing you with investment advice. In asking us to open and maintain the Allocated Accounts, you do so in reliance upon your own judgement and we shall not owe to you any duty to exercise any judgement on your behalf as to the merits or suitability of any deposits into, or withdrawals from, an Allocated Account.

16.2	Rights and remedies: Our rights under this Agreement are in addition to, and independent of, any other rights which we may have at any time in relation to the Account Balance and any lien or other rights we may have to set-off, combine or consolidate any of your accounts.

16.3	Business Day: If an obligation of a Party would otherwise be due to be performed on a day which is not a Business Day in respect of the relevant Allocated Account, such obligation shall be due to be performed on the next succeeding Business Day in respect of that Allocated Account.

16.4

Assignment: This Agreement is for the benefit of and binding upon us both and our respective successors and assigns. You may not assign other than to a successor entity or to any entity under common control, which we have provided prior written consent of such assignment (not to be unreasonably withheld) and which has completed all required know-your-customer and other onboarding, transfer or encumber, or purport to assign, transfer or encumber, your right, title or interest in relation to any Allocated Account, Account Balance or Precious Metal delivered to us for deposit in your Allocated Account, or any right or obligation under this Agreement without our prior agreement in writing.

16.5	Amendments: Unless otherwise specified in this Agreement, any amendment to this Agreement must be agreed in writing and be signed by us both. Unless otherwise agreed, an amendment will not affect any legal rights or obligations which may already have arisen.

16.6	Partial invalidity: If any of the clauses (or part of a clause) of this Agreement becomes invalid or unenforceable in any way under the Rules or any law, the validity of the remaining clauses (or part of a clause) will not in any way be affected or impaired.

16.7	Liability: Nothing in this Agreement shall exclude or limit any liability which cannot lawfully be excluded or limited (e.g. liability for personal injury or death caused by negligence).

16.8	Entire Agreement: This document represents the entire agreement, and supersedes any previous agreements between us relating to the subject matter of this Agreement.

16.9	Counterparts: This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same agreement.

16.10

Liability of Sponsor. It is expressly understood and agreed by the Parties that:

(a)

this Agreement is executed and delivered on behalf of you by the Sponsor, not individually or personally, but solely as your Sponsor in the exercise of the powers and authority conferred and vested in it;

(b)

the representations, covenants, undertakings and agreements herein made by you are made and intended not as personal representations, undertakings and agreements by the Sponsor but are made and intended for the purpose of binding only you;

(c)

nothing herein contained shall be construed as creating any liability on the Sponsor, individually or personally, to perform any covenant of yours either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto; and

(d)

under no circumstances shall the Sponsor be personally liable for the payment of any your indebtedness or expenses or be liable for the breach or failure of any obligation, duty, representation, warranty or covenant made or undertaken by you under this Agreement or any other related document.

17.	GOVERNING LAW AND JURISDICTION

17.1	Governing law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

17.2

Jurisdiction: The English courts are to have non-exclusive jurisdiction to settle any disputes or claims (each a "Dispute") which may arise out of or in connection with this Agreement, including any question regarding its existence, validity or termination, and accordingly any legal action or proceedings arising out of or in connection with this Agreement ("Proceedings") may be brought in such courts. Each of the Parties hereto irrevocably submits to the non-exclusive jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.

17.3	Arbitration: Unless otherwise specified in the Schedule, Disputes may be referred to arbitration in accordance with the terms set out in the Schedule attached hereto.

17.4	Waiver of immunity: To the extent that you may in any jurisdiction claim for yourself or your assets any immunity from suit, judgement, enforcement or otherwise howsoever, you

agree not to claim and irrevocably waive any such immunity to which you would otherwise be entitled (whether on grounds of sovereignty or otherwise) to the full extent permitted by the laws of such jurisdiction.

17.5	Third Party Rights: A person who is not a party to this Agreement has no right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

17.6	Service of process: If you are situated outside England and Wales, process by which any proceedings in England are begun may be served on you by being delivered to the address specified below. This does not affect our right to serve process in another manner permitted by law.

Address for service of process:

Worldwide Corporate Advisors

150 Minories

London, EC3N 1LS

United Kingdom

[Signature page to follow]

EXECUTED by the Parties

Signed on behalf of

JPMorgan Chase Bank, N.A

by:

Signature	............................................................
Name	............................................................
Title	............................................................

Signed on behalf of

Wilshire wShares Enhanced Gold Trust

by: Wilshire Phoenix Funds LLC, not in its individual capacity

but solely as Sponsor

Signature	............................................................
Name	............................................................
Title	............................................................

SCHEDULE

To Allocated Precious Metals Accounts Agreement dated November 2020

[REDACTED]

[Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the Trust if publicly disclosed.]

DATED NOVEMBER __, 2020

JPMORGAN CHASE BANK, N.A.

AND

WILSHIRE wSHARES ENHANCED GOLD TRUST

UNALLOCATED PRECIOUS METALS ACCOUNTS
AGREEMENT

This agreement is based upon the UNALLOCATED BULLION ACCOUNTS AGREEMENT as published by the London Precious Metals Clearing Limited with such modifications as are required by JP Morgan, including to allow the use of its eBTS Website.

CONTENTS

Clause		Page

1.	INTERPRETATION	3
2.	UNALLOCATED ACCOUNTS	5
3.	DEPOSITS	6
4.	WITHDRAWALS	7
5.	INSTRUCTIONS	9
6.	CONFIDENTIALITY	9
7.	REPRESENTATIONS	10
8.	SANCTIONS	11
9.	FEES AND EXPENSES	12
10.	SCOPE OF RESPONSIBILITY	12
11.	TERMINATION	13
12.	VALUE ADDED TAX	14
13.	NOTICES	14
14.	GENERAL	15
15.	GOVERNING LAW AND JURISDICTION	16

This Agreement is based upon the UNALLOCATED PRECIOUS METALS ACCOUNTS AGREEMENT as published by London Precious Metals Clearing Limited, with such modifications as are appropriate to the services to be provided.

THIS AGREEMENT is made on November __, 2020

BETWEEN

(1)	JPMorgan Chase Bank , N.A., a company incorporated with limited liability as a National Banking Association, whose principal London Office is at 25 Bank Street, Canary Wharf, E14 5JP, London, United Kingdom (“we” or “us”); and

(2)	Wilshire wShares Enhanced Gold Trust, a Delaware statutory trust organized under the laws of the State of Delaware, whose principal office is at 2 Park Avenue, 20th Floor, New York, New York 10016, United States of America (“you” or the “Trust”).

Each a “Party” and together the “Parties.”

INTRODUCTION

We, as a member of London Precious Metal Clearing Limited (“LPMCL”), have agreed to open and maintain for you Unallocated Accounts (as defined below) and to provide other services to you in connection with such Unallocated Accounts. This Agreement sets out the terms under which we will provide those services to you and the arrangements which will apply in connection with those services.

IT IS AGREED AS FOLLOWS

1.	INTERPRETATION

1.1	Definitions: In this Agreement:

“Account Balance” means, in relation to an Unallocated Account, a positive balance in the amount of Precious Metals owed to you by us, or a negative balance in the amount of Precious Metals owed by you to us, in each case as from time to time recorded on that Unallocated Account.

“Allocated Account” means, in relation to a Precious Metal, the account(s) maintained by us in your name, either pursuant to an agreement that we have entered into with you regarding the terms on which we hold allocated Precious Metals for your account of even date herewith (the “Allocated Precious Metals Account Agreement”), or on whatever other basis we have agreed with you for operating such account(s), in either case recording the amount of, and identifying, the Precious Metals received and held by us for you on an allocated basis.

“AURUM” means the electronic matching and settlement system operated by LPMCL.

“Availability Date” means the Business Day on which you wish to transfer or deliver Precious Metal to us for credit to an Unallocated Account.

“Business Day” means a day (excluding Saturdays, Sundays and public holidays) on which commercial banks generally are open for business in London and on which the London Precious Metals Markets relevant to the Precious Metals held pursuant to this Agreement are open for business.

“Dispute” means for the purpose of Clause 15 any disagreement between you and us which we have been unable to resolve amicably within a period of fourteen Business Days after we have received from you, or as the case may be you have received from us, written notification of the disagreement.

“eBTS” means the electronic Bullion Transfer System website developed by us.

“Gold” means gold in physical form complying with the Rules held by us under this Agreement.

“Investor” shall mean the individual or entity in whose name a Share is recorded in the books and records of the Trust’s transfer agent.

“LBMA” means The London Bullion Market Association or its successors.

“London Precious Metals Markets” means the London Bullion market, the LPPM, and such other markets for Precious Metals operating in London as may be agreed between us from time to time.

“LPMCL” means London Precious Metals Clearing Limited or its successors.

“LPPM” means the London Platinum and Palladium Market or its successors.

“Ounce” means a troy ounce of Gold.

“Precious Metal” means any and all of gold, silver and any other metal(s) as may be agreed between us or otherwise specified in the Schedule.

“Reasonable and Prudent Custodian” means a person acting in good faith and performing its contractual obligations exercising a degree of skill, diligence, prudence and foresight that would reasonably and ordinarily be expected from a skilled and experienced custodian of Precious Metals complying with the Rules, engaged in the same type of undertaking, under the same or similar circumstances and conditions.

“Registration Statement” means the registration statement (including a prospectus) for the offering of securities of the Trust under the Securities Act of 1933, as amended, filed with the U.S. Securities and Exchange Commission.

“Rules” means the rules, regulations, practices and customs of the LBMA, LPMCL, LPPM, the Financial Conduct Authority, the Prudential Regulation Authority, the Bank of England and such other regulatory authority or other body, applicable to the Parties to this Agreement and/or to the activities contemplated by this Agreement.

“Sanctioning Body” means any of the following:

(i)

the United Nations Security Council;

(ii)

the European Union;

(iii)

Her Majesty’s Treasury and the Office of Financial Sanctions Implementation of the United Kingdom; and

(iv)

The Office of Foreign Assets Control of the Department of Treasury of the United States of America.

“Sanctions” means economic or financial sanctions, boycotts, trade embargoes and restrictions relating to terrorism imposed, administered or enforced by a Sanctioning Body from time to time.

“Sanctions List” means any list of specifically designated nationals or blocked or sanctioned persons or entities (or similar) imposed, administered or enforced by a Sanctioning Body in connection with Sanctions from time to time.

“Shares” shall mean the units of fractional undivided beneficial interest in the Trust.

“Sponsor” means Wilshire Phoenix Funds LLC, a limited liability company organized under the laws of the State of Delaware whose principal office is at 2 Park Avenue, 20th Floor, New York, New York 10016, United States of America, or any successors or assigns as provided in Section 14.4, and the sponsor for the Wilshire wShares Enhanced Gold Trust, and any entity authorized to act on the Sponsor’s behalf.

“Spot Rate” in respect of a Precious Metal and the particular currency in which the relevant Tax is denominated has the meaning set out in the Schedule.

“Trust Agreement” shall mean the Trust’s Amended and Restated Declaration of Trust and Trust Agreement between the Sponsor and Delaware Trust Company, as trustee, as the same may be amended, modified or supplemented from time to time.

“Unallocated Account” means, in relation to a Precious Metal, the account(s) maintained by us in your name recording the amount of that Precious Metal which we have a contractual obligation to transfer to you (or, in the case of a negative balance, if so permitted by us, which you have a contractual obligation to transfer to us).

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 (as amended or re-enacted from time to time) and legislation supplemental thereto and any other tax (whether imposed in the United Kingdom in substitution thereof or in addition thereto or elsewhere) of a similar fiscal nature.

“Website” has the meaning set out in the Schedule.

“Withdrawal Date” means the Business Day on which you wish to withdraw Precious Metal from an Unallocated Account.

1.2	Headings: The headings in this Agreement do not affect its interpretation.

1.3	Singular and plural: References to the singular include the plural and vice versa.

2.	UNALLOCATED ACCOUNTS

2.1

Opening Unallocated Accounts: We shall open and maintain one or more Unallocated Accounts in respect of a quantity of Precious Metal which cannot be allocated in a whole number of physical bars that are held under the Allocated Precious Metals Accounts Agreement, to hold Precious Metal to facilitate settlement of purchases and sales and any other Precious Metal which you ask us, and we agree, to hold for you on an unallocated basis on the terms of this Agreement.

2.2

Denomination of Unallocated Accounts: The Precious Metals recorded in Unallocated Accounts shall be denominated: in the case of Gold, in fine troy ounces of Gold (to three decimal places); in the case of silver, in troy ounces of silver (to at least one decimal place); and, in the case of any other metal, in such denomination as is provided for in the Rules or if there is no such provision, such denomination as may be agreed between us.

2.3

Reports: We will provide reports to you relating to deposits into and withdrawals from the Unallocated Accounts and the Account Balance on each Unallocated Account in such form and with such frequency as required (but not less than annually), and containing such information, as may be agreed between us, or as otherwise specified in the Schedule. Such reports will also be available to you daily by means of eBTS, however, the paper record will prevail.

2.4

2.5

Reversal of entries: We at all times reserve the right, without prior notice to you, to reverse any provisional or erroneous entries to an Unallocated Account with effect back- valued to the date upon which the final or correct entry (or no entry) should have been made (including, without limitation, where we have credited a deposit made pursuant to Clause 3.1(b) and on receipt by us of the Precious Metal we determine that it does not comply with the Rules or that it is not the weight required by the Rules for the amount of the relevant Precious Metal which you notified to us for deposit), but shall notify you in writing as soon as reasonably practicable of any such reversals.

2.6

Records: We will maintain adequate records identifying the Precious Metals as being credited to the Unallocated Account. Such records shall include, with respect to the Unallocated Account(s), journals or other records of original entry containing an itemised daily record in detail of all receipts and deliveries of Precious Metal.

DEPOSITS

3.1

Procedure: Deposits to the Unallocated Account shall be made to the extent necessary, in connection with instructions from authorised persons with respect to deposits to the Allocated Account, to the extent that such Precious Metal cannot be held by us under the Allocated Precious Metals Accounts Agreement and to hold Precious Metal to facilitate settlement of purchases and sales. A deposit may be made (in the manner and accompanied by such documentation as we may require) by:

(a)

procuring a book-entry transfer: (i) to us by arranging that our account with a third party (as notified by us to you) in which we hold Precious Metal of the type which we have agreed to hold for you (and which has the same denomination as the Precious Metal to which your Unallocated Account relates) is credited with an amount of Precious Metal equal to the amount of Precious Metal to be recorded in your Unallocated Account; or (ii) to your Unallocated Account by you arranging that a third party for whom we maintain an account holding Precious Metal of the type which we have agreed to hold for you (and which has the same denomination as the Precious Metal to which your Unallocated Account relates) instructs us to debit from its account with us an amount of Precious Metal and to credit such amount to your Unallocated Account; or

(b)

3.2	Notice requirements: Any notice relating to a deposit of Precious Metal must:

(a)

(b)

in the case of a deposit pursuant to Clause 3.1(a), specify the details of the account from which the Precious Metal will be transferred;

(c)

(d)

in any case specify the amount (in the appropriate denomination) of the Precious Metal to be credited to the Unallocated Account, the Availability Date and any other information which we may from time to time require.

3.3	Timing: A deposit of Precious Metal will not be credited to an Unallocated Account until:

(a)

in the case of a deposit pursuant to Clause 3.1(a), an account of ours with any bank, broker or other firm has been credited with an amount equal to the amount of such deposit; and

(b)

3.4

Right to refuse Precious Metal or amend procedure: We may refuse to accept Precious Metal, and amend the procedure in relation to the deposit of Precious Metal or impose such additional procedures in relation to the deposit of Precious Metal as we may from time to time consider appropriate to comply with the Rules. Any such amendment or additional procedures will be notified to you in accordance with Clause 13 of this Agreement, within a commercially reasonable amount of time before we amend our procedures, and in so doing we shall consider your needs to communicate any such change to Investors and others. Any such refusal will be promptly notified to you in accordance with Clause 13 of this Agreement and will (unless otherwise specified) take effect immediately upon your receipt of such notification.

3.5

Allocation of Gold: We may, if applicable, at our option convert your entitlement in respect of an Unallocated Account into rights in respect of Precious Metals in an Allocated Account, and vice-versa, on the terms in the Schedule attached hereto. Unless otherwise notified by the Trustee in writing, the Custodian shall, at the end of each London Business Day, transfer any Gold then standing to the credit of the Unallocated Account to the Allocated Account. This may not result in a negative balance of the unallocated account unless for any rounded quantity of Precious Metal that may be debited to your Unallocated Account in connection with rounding up your Allocated Account balance to record the nearest whole number of bars under the Allocated Account agreement.

4.	WITHDRAWALS

4.1

Release of Precious Metal: Withdrawals from the Unallocated Account and transfers to the Allocated Account shall be made to the extent necessary, in connection with instructions from Authorised Persons, to the extent that such Gold amounts to a whole number of physical bars and can be held by us under the Allocated Precious Metals Accounts Agreement, provided that such bars are not needed to facilitate settlement of Gold sales. We will seek to minimise the amount of Gold held in the Unallocated Account by allocating, on each Business Day, bars of Gold to the Allocated Account in substitution for holdings of an equivalent denomination in the Unallocated Account such that no Gold is held in the Unallocated Account at the close of such Business Day.

4.2	Procedure: You may at any time notify us in writing of your intention to withdraw Precious Metal standing to the credit of an Unallocated Account. A withdrawal may be made (in the manner and accompanied by such documentation as we may require) by:

(a)

book-entry transfer by a debit by us of an amount of Precious Metals from your Unallocated Account and credit of such amount to an account maintained by us for another client, or instructing credit of such amount to the account specified by you and maintained by a third party; or

(b)

the collection of such Precious Metal from the vaults specified in the Schedule attached hereto at your expense and risk. Any Precious Metal made available to you will be in the form of bars which comply with the Rules (including the Rules relating to good delivery and fineness) or in such other form as may be agreed between us. We are entitled to select which bars are to be made available to you.

4.3	Notice requirements: Any notice relating to a withdrawal of Precious Metal must:

(a)

if it relates to a withdrawal pursuant to clause 4.2(a), be received by us no later than the time specified in the Schedule attached hereto (and if received later will be processed on the next Business Day) and specify the details of the account to which the Precious Metal is to be transferred;

(b)

if it relates to a withdrawal pursuant to clause 4.2(b), be received by us no later than the time specified in the Schedule attached hereto and specify the name of the person or carrier that will collect the Precious Metal from us; and

(c)

specify the amount (in the appropriate denomination) of the Precious Metal to be debited to the Unallocated Account, the Withdrawal Date and any other information which we may from time to time require.

4.4

Right to amend procedure: We may amend the procedure for the withdrawal of Precious Metal from an Unallocated Account or impose such additional procedures as we may from time to time consider appropriate to comply with the Rules. Any such amendments or additional procedures will be promptly notified to you, in accordance with Clause 13 of this Agreement, within a commercially reasonable amount of time before we amend our procedures, and in so doing we shall consider your needs to communicate any such change to Investors and others.

4.5	Collection or Delivery of Precious Metals: You accept liability for all costs of transportation and insurance (if any) in relation to the delivery of Precious Metal upon withdrawal once your designated carrier has taken physical delivery of the relevant Precious Metal.

(a)

Unless specifically agreed that sub-clause (b) below applies to a withdrawal, you must collect, or arrange for the collection of, Precious Metals being withdrawn from us at your expense and risk. We will advise you of the location from which the Precious Metals may be collected no later than 3 Business Days prior to the Withdrawal Date.

(b)

Where we have agreed with you that this sub-clause (b) applies, we shall arrange delivery of the Precious Metal to you, and shall arrange such delivery, including transportation, in accordance with our usual practices. Where specific requests are made by you regarding the method of delivery, we may (but shall have no obligation to) make reasonable efforts to comply with such requests. We shall in no circumstances have any obligation to effect any requested delivery, if in our reasonable opinion (i) such delivery would cause us or any of our agents to be in breach of the Rules or any applicable law, court order or regulation, or (ii) the costs incurred by us or our agents in making such delivery would be excessive, and we have not had satisfactory confirmation that you will reimburse us for such costs, or (iii) delivery is not reasonably practicable for any reason.

5.	INSTRUCTIONS

5.1	Your representatives: We may assume that instructions have been properly authorised by you if they are given or purport to be given by a person who is, or purports to be, and is reasonably believed by us to be, a director, employee or other authorised person acting for you.

5.2

Instructions: All transfers into and out of the Unallocated Account(s) shall be made upon receipt of, and in accordance with, instructions given (or appearing to be given) by you to us. Such instructions may be given either: (i) through eBTS, accessible through the Website by you pursuant to the terms of the Website agreement, or (ii) by SWIFT transmission, by any method of transmission set forth in Clause 13.2 or by such other means (if any) as are specified in the Schedule or as we may agree from time to time. Unless otherwise agreed, any such instruction or communication shall be effective if given by written means. We may assume that any electronic instructions have been validly given on your behalf. We reserve the right to obtain further validation of any instructions.

5.3

5.4	Amendments: Once given, instructions continue in full force and effect until they are cancelled or amended. Any such instructions shall be valid and binding only after actual receipt by us in accordance with Clause 13 of this Agreement.

5.5

5.6	Refusal to execute: We reserve the right to refuse to execute instructions if in our opinion they are or may be, or require action which is or may be, contrary to the Rules or any applicable law.

6.	CONFIDENTIALITY

6.1	Disclosure to others: Subject to Clauses 6.2, 6.3 and 6.4, each Party shall respect the confidentiality of information acquired under this Agreement and neither will, without the consent of the other, disclose to any other person any information acquired under this Agreement.

6.2

6.3

6.4

7.	REPRESENTATIONS

7.1	Each Party represents and warrants to the other, on a continuing basis that:

(a)

it is duly constituted and validly existing under the laws of its jurisdiction of constitution;

(b)

(c)

the persons entering into this Agreement on its behalf have been duly authorised to do so; and

(d)

7.2	In addition to (and without limitation of) the representations and warranties given by you in Clause 7.1, you represent and warrant to us, on a continuing basis, that:

(a)

(b)

(c)

(i)

any Rules, or any other law or agreement by which you, us or any relevant client for whom you hold Precious Metal are bound or affected; or

(ii)

rights of any third parties in relation to you or the Precious Metal held hereunder.

SANCTIONS

8.1	In addition to (and without limitation of) the representations and warranties given by you in Clause 7.1 and Clause 7.2 above, you represent, warrant and undertake, on a continuing basis, that:

(a)

you are not a person or entity that is named on any Sanctions List or directly or indirectly targeted under any Sanctions;

(b)

you are not acting in violation of any applicable Sanctions;

(c)

(d)

(e)

you have conducted adequate due diligence on any person that you direct we transfer Precious Metals to or from under the terms of this Agreement; and

(f)

you will not cause us to hold any Precious Metals that originate from financial crime or are being or have been used to facilitate the violation of any Sanctions.

8.2

8.3

If at any time you become aware of any breach by you of Clauses 8.1 or 8.2 above after the date of this Agreement and before the later of (i) termination of this Agreement and (ii) the date that all obligations under this Agreement are fully and finally discharged, you shall promptly notify us in writing with full details of such breach together with, promptly following any request from us to do so, any other information we may reasonably request in connection with such breach.

8.4

In the event that you breach any of Clauses 8.1 to 8.3 above, or if we have reasonable grounds to believe that you have breached any of Clauses 8.1 to 8.3 above, we shall have the right to terminate this Agreement forthwith upon written notice. In the event of termination of this Agreement pursuant to this Clause 8.4, you agree to indemnify us and hold us harmless against any and all losses, costs and liabilities incurred as a direct consequence of such termination

8.5	Nothing in this Agreement shall require a Party to take any action or to refrain from taking any action which may cause that Party any liability to or imposed by a Sanctioning Body.

9.	FEES AND EXPENSES

9.1

9.2

Expenses: You must pay us on demand all reasonable costs, charges and expenses (including any relevant taxes, duties and legal fees) incurred by us in connection with the performance of our duties and obligations under this Agreement or otherwise in connection with any Unallocated Account (including without limitation any delivery, collection or storage costs). You shall be liable for all taxes, assessments, duties and other governmental charges, including any interest or penalty with respect thereto (“Taxes”), with respect to any Unallocated Account maintained by us pursuant to this Agreement or any deposits or withdrawals related thereto. You shall indemnify us for the amount of any Tax that we are required under applicable laws (whether by assessment or otherwise) to pay in respect of each Unallocated Account or any deposits or withdrawals related thereto (including any payment of Tax required by reason of an earlier failure to withhold); [REDACTED]. In the event that we are required under applicable law to pay any Tax on your behalf, we are hereby authorised, without prior notice to you, to debit from the credit balance of any or all of the Unallocated Accounts an amount equal to the quotient of (x) the principal amount of the relevant Tax payable by us, divided by (y) the Spot Rate. If the aggregate credit balance of the Unallocated Accounts is not sufficient to pay such Tax, we will notify you of an additional amount of cash required and you shall directly deposit such additional amount of cash (in the appropriate currency) to an account specified by us promptly following the date on which our notice to you that such amount is required becomes effective in accordance with this Agreement.

9.3	Credit balances: No interest or other amount will be paid by us on any credit balance on an Unallocated Account unless otherwise agreed between us.

9.4

Debit balances: You are not entitled to overdraw an Unallocated Account except to the extent that we otherwise agree in writing. In the absence of our written agreement to an overdraft, we shall not be obliged to carry out any instruction from you where to do so would in our opinion cause any Unallocated Account to have a negative balance. Unless otherwise agreed, if for any reason an Unallocated Account is overdrawn, you will be required to pay us interest on the debit balance at the rate agreed between us or, if no such agreement exists, at such rate as we determine to be appropriate. The amount of the overdraft and any accrued interest will be repayable by you on our demand. Your obligation to pay interest to us will continue until the overdraft is repaid by you in full. This clause 9.4 does not apply in relation to any rounded quantity of Precious Metal that may be debited to your Unallocated Account in connection with rounding up your Allocated Account balance to record the nearest whole number of bars under the Allocated Account agreement.

9.5	Default interest: If you fail to pay us any amount when it is due, we reserve the right to charge [REDACTED] on any such unpaid amount. Interest will accrue on a daily basis, on a compound basis with monthly resets, and will be due and payable by you as a separate debt.

10.	SCOPE OF RESPONSIBILITY

10.1

Exclusion of liability: We will adhere to the standards of a Reasonable and Prudent Custodian at all times in the performance of our duties under this Agreement, and we will only be responsible for any loss or damage suffered by you as a direct result of any negligence, fraud or wilful default on our part in the performance of our duties, and in which case our liability will not exceed the aggregate market value of the Account Balance at the time of such negligence, fraud or wilful default (calculating the value using the next available prices for Precious Metals of the same type and amount on the relevant London Precious Metals Markets following the occurrence of such negligence, fraud or wilful default). We shall not in any event be liable for any consequential loss, or loss of profit or goodwill whether or not resulting from any negligence, fraud or wilful default on our part.

10.2	No duty or obligation: We are under no duty or obligation to make or take any special arrangements or precautions beyond those required by the Rules.

10.3

10.4

11.	TERMINATION

11.1

Method:

(a)

(b)

11.2	Any notice given by you under Clause 11.1 must specify:

(a)

the date on which the termination will take effect (the “Termination Date”);

(b)

the person to whom each Account Balance is to be delivered;

(c)

whether the Precious Metal standing to the credit of each Unallocated Account is to be withdrawn pursuant to Clause 4.2(a) or Clause 4.2(b); and

(d)

all other necessary arrangements for the delivery of the Account Balance.

11.3

Redelivery arrangements: If you do not make arrangements acceptable to us for the transfer or repayment, as the case may be, of an amount of Precious Metal equal to the Account Balance, we may continue to maintain that Unallocated Account, in which case we will continue to charge the fees and expenses payable under Clause 9. If you have not made arrangements acceptable to us for the transfer or repayment of Precious Metal equal to each Account Balance within 6 months of the Termination Date, we will be entitled to close each Unallocated Account and in place of delivery of Precious Metals, account to you for the value of the Account Balance on each such Unallocated Account (as at the date which is 6 months after the Termination Date, calculating the value using the next available prices for that date for Precious Metals of the same type and amount of the relevant London Precious Metals Markets), after deducting any amounts due to us under this Agreement.

11.4	Existing rights: Termination shall not affect rights and obligations then outstanding under this Agreement which shall continue to be governed by this Agreement until all obligations have been fully performed. [REDACTED]

11.5	eBTS: Effective the Termination Date the use of the Website will automatically be terminated and no further access to the Website will be permitted.

12.	VALUE ADDED TAX

12.1	VAT exclusive: All sums payable under this Agreement by you to us shall be deemed to be exclusive of VAT.

12.2

12.3

12.4

13.

NOTICES

13.1	Form: Any notice or other communication under or in connection with this Agreement may be given in writing or as otherwise specified in the Schedule. References to writing includes an electronic transmission in a form permitted by Clause 13.2.

13.2

If to us:

JPMorgan Chase Bank, N.A., London branch
25 Bank Street, Canary Wharf
E14 5JP, London
United Kingdom
Attention: Mark Amlin, Vivien Zillner, Jonatan Sherman
Email: mark.c.amlin@jpmchase.com; vivien.x.zillner@jpmchase.com; jonatan.h.sherman@jpmchase.com; bullion.etf@jpmorgan.com; metalics.bo.processing@jpmorgan.com

If to you:

Wilshire wShares Enhanced Gold Trust
c/o Wilshire Phoenix Funds LLC
2 Park Avenue, 20th Floor
New York, New York 10016
Attention: William Cai
Email: funds@wilshirephoenix.com

13.3	Deemed receipt of notice: A notice or other communication under or in connection with this Agreement will be deemed received only if actually received or delivered.

13.4

14.

GENERAL

14.1

No advice: Our duties and obligations under this Agreement do not include providing you with investment advice. In asking us to open and maintain the Unallocated Accounts, you do so in reliance upon your own judgement and we shall not owe to you any duty to exercise any judgement on your behalf as to the merits or suitability of any deposits into, or withdrawals from, an Unallocated Account.

14.2	Rights and remedies: Our rights under this Agreement are in addition to, and independent of, any other rights which we may have at any time in relation to the Unallocated Accounts and any lien or other rights we may have to set-off, combine or consolidate any of your accounts.

14.3	Business Day: If an obligation of a Party would otherwise be due to be performed on a day which is not a Business Day in respect of the relevant Unallocated Account, such obligation shall be due to be performed on the next succeeding Business Day in respect of that Unallocated Account.

14.4

Assignment: This Agreement is for the benefit of and binding upon us both and our respective successors and assigns. You may not assign other than to a successor entity or to any entity under common control, which we have provided prior written consent of such assignment (not to be unreasonably withheld) and which has completed all required know-your-customer and other onboarding, transfer or encumber, or purport to assign, transfer or encumber, your right, title or interest in relation to any Unallocated Account or any right or obligation under this Agreement without our prior agreement in writing.

14.5	Amendments: Unless otherwise specified in this Agreement, any amendment to this Agreement must be agreed in writing and be signed by us both. Unless otherwise agreed, an amendment will not affect any legal rights or obligations which may already have arisen.

14.6	Partial invalidity: If any of the clauses (or part of a clause) of this Agreement becomes invalid or unenforceable in any way under the Rules or any law, the validity of the remaining clauses (or part of a clause) will not in any way be affected or impaired.

14.7	Liability: Nothing in this Agreement shall exclude or limit any liability which cannot lawfully be excluded or limited (e.g. liability for personal injury or death caused by negligence).

14.8	Entire Agreement: This document represents the entire agreement, and supersedes any previous agreements between us relating to the subject matter of this Agreement.

14.9	Counterparts: This Agreement may be executed in any number of counterparts each of which when executed and delivered is an original, but all the counterparts together constitute the same agreement.

14.10

Liability of Sponsor. It is expressly understood and agreed by the Parties that:

(a)

(b)

(c)

(d)

15.	GOVERNING LAW AND JURISDICTION

15.1	Governing law: This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

15.2

Jurisdiction: The English courts are to have non-exclusive jurisdiction to settle any disputes or claims (each a “Dispute”) which may arise out of or in connection with this Agreement, including any question regarding its existence, validity or termination, and accordingly any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”) may be brought in such courts. Each of the Parties hereto irrevocably submits to the non-exclusive jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the grounds of venue or on the grounds that the Proceedings have been brought in an inconvenient forum.

15.3	Arbitration: Unless otherwise specified in the Schedule, Disputes may be referred to arbitration in accordance with the terms set out in the Schedule attached hereto.

15.4

Waiver of immunity: To the extent that you may in any jurisdiction claim for yourself or your assets any immunity from suit, judgement, enforcement or otherwise howsoever, you agree not to claim and irrevocably waive any such immunity to which you would otherwise be entitled (whether on grounds of sovereignty or otherwise) to the full extent permitted by the laws of such jurisdiction.

15.5	Third Party Rights: A person who is not a party to this Agreement has no right to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999.

15.6	Service of process: If you are situated outside England and Wales, process by which any proceedings in England are begun may be served on you by being delivered to the address specified below. This does not affect our right to serve process in another manner permitted by law.

Address for service of process:

Worldwide Corporate Advisors
150 Minories
London, EC3N 1LS
United Kingdom

[Signature page to follow]

EXECUTED by the Parties

Signed on behalf of
JPMorgan Chase Bank, N.A.

by:

Signature
Name
Title

Signed on behalf of
Wilshire wShares Enhanced Gold Trust
by: Wilshire Phoenix Funds LLC, not in its individual capacity
but solely as Sponsor

Signature
Name
Title

SCHEDULE

To Unallocated Precious Metals Accounts Agreement dated November 2020

[REDACTED]

[Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the Trust if publicly disclosed.]

AGREEMENT ON
INDEX CALCULATION
(the "Agreement")

dated 7 October 2020

by and between

Solactive AG
Platz der Einheit 1
60327 Frankfurt am Main
Germany

- hereinafter referred to as "Solactive" -

and

Wilshire wShares Enhanced Gold Trust
2 Park Avenue, 20th Floor
New York, New York 10016
United States of America

- hereinafter referred to as "Trust" –

jointly referred to hereinafter as "Parties" -

Content

Preamble	3
§ 1 Index Calculation	4
§2 Dissemination of Index	5
§ 3 Rights in Index and Index Prices	6
§ 4 Utilisation Right	6
§ 5 Obligations of Parties regarding calculated Index	7
§ 6 Issuer’s Statement	8
§ 7 Trademark Rights	8
§ 8 Liability of the Parties	9
§ 9 Limitation of Liability	10
§ 10 Remuneration	10
§ 11 Taxes	12
§ 12 Term of Agreement	12
§ 13 Termination of Agreement	12
§ 14 Transfer of Solactive’s Rights and Obligations to a Third Party	13
§ 15 Transfer of Duties to Third Parties	14
§ 16 Confidentiality	14
§ 17 Contact	15
§ 18 Final Provisions	15
Addendum 1 Order Schedule	19
Addendum 2 CUSIP	20
Addendum 3 SEDOL	22
Addendum 5 Borsa Istanbul	24
Addendum 6 WM Rates	25

Solactive shall calculate, maintain and disseminate the Wilshire Gold Index (hereinafter, the "Index") from time to time during the term of this Agreement and as agreed between the Parties by the execution of an Order Schedule in respect of such Index in substantially the form set out in Addendum 1. In so doing Solactive may be supported by third parties. The Index shall consist in particular of the index levels and the calculation parameters (like weightings, capping factors and other similar data) of the Index (hereinafter the "Index Data") and the respective method of compilation and calculation (the "Index Methodology"). The Parties agree that Solactive shall calculate, maintain and disseminate the Index; however, all special rights (including but not limited to intellectual property rights and the Index Methodology) in the Index shall remain with the Trust. The Index Data, excluding any third-party data, shall also be the property of the Trust, and should this Agreement be terminated at any time after the date of this Agreement, Solactive shall provide the Trust with records of all Index Data, and the Trust shall be entitled to use the Index Data after the termination of this Agreement.

Therefore, the Parties enter into the following Agreement:

§ 1 Index Calculation

Subject to the provisions of this Agreement Solactive will continually calculate the Index set out in the relevant Order Schedule and will continually maintain and disseminate them from (and including), in each case, the relevant Index Calculation Start Date (as set out in the applicable Order Schedule).

Solactive shall use its best efforts to ensure that the Index is calculated and maintained correctly.

Details including but not limited to calculation and maintenance of the Index shall be stipulated in the respective Index guidelines or methodology agreed upon between the Parties, as it may be amended in the future (the "Index Methodology"). For this purpose the Trust shall provide the necessary Index specification pursuant to the relevant Order Schedule.

The scope of the services provided by Solactive includes continuous calculation and maintenance of the Index in accordance with the Index Methodology. This includes, among other things, establishing the parameters, exchange rates, calculation days, calculation term, etc. in connection with the Index. Maintaining the Index includes but is not limited to necessary adjustment of the Index according to capital measures such as split of shares or capital increase, or after dividend payments related to shares, which are elements of the Index, and adjustments to the Index in the framework of extraordinary or ordinary adjustments. For adjustments to the Index in the framework of maintenance, if agreed to by both Parties, Solactive shall provide one indication and one final adjustment. The indication consists of a hypothetical calculation of the composition of the Index taking account of the adjustment which will only be made in the future; the final adjustment involves converting the Index calculation taking account of the adjustment to be made.

If agreed to by the Trust in writing, on each business day Solactive shall post the current Index composition (Index name, elements and weighting) of the Index on a website maintained by Solactive. In connection with the foregoing, as of the date of this Agreement, Trust does not desire to have the Index posted on a website maintained by Solactive unless otherwise notified to Solactive in writing by Trust.

Solactive shall use the criteria for compiling and calculating the Index, and the weighting and the calculation formula set out in the respective Index Methodology on behalf of the Trust. Solactive shall maintain the Index in accordance with the Index Methodology.

If there should be unforeseeable circumstances which necessitate an extraordinary adjustment to an Index, Solactive shall prepare the adjustment taking account the stipulations of the Index Methodology, notify the Trust of such circumstances as soon as it becomes aware of them and coordinate further procedures with the Trust. If it is not possible to contact the Trust and such circumstance requires an immediate extraordinary adjustment, Solactive may make the extraordinary adjustment (in accordance with the Index Methodology), in the best interest of the Trust; provided, however, that the notice related to such extraordinary adjustment provided by Solactive to Trust contains details of how such adjustment will be treated and Trust has the ability to make subsequent modifications so long as these are administratively feasible for Solactive.

§2 Dissemination of Index

Solactive is entitled to include and distribute the Index in a market data dissemination to all major vendors and re-vendors. Solactive shall stipulate the technical format of the dissemination and may modify this as reasonably required at its own discretion without prior coordination with the Trust. In addition, Solactive shall disseminate the Index composition (elements and weighting) and the Index Prices (as defined below) to the Trust and the Administrator (as defined below) at or around 5:30 pm (New York time) on each Business Day. Dissemination of the Index comprises the prices of the Index (hereinafter "Index Prices") and an ISIN code in a technical format satisfactory to Solactive and the Trust. Solactive shall calculate and disseminate the intraday indicative value of the Index, using gold prices sourced from the Intercontinental Exchange, at least every 15 seconds during the New York Stock Exchange’s Core Trading Session (9:30 a.m. Eastern Time —4:00 p.m. Eastern Time on Business Days).

"Administrator" means an administrator of the Trust as notified by Trust to Solactive.

To the extent that the Index and the Index Prices of the Trust which have been disseminated via a market data dissemination are used by any vendor, re-vendor or third party in breach of the provisions of the market data usage agreements, this shall not give rise to any claims of the Trust related to such use against Solactive. If Solactive becomes aware of any abuse it will however use its best efforts to prohibit and terminate or procure to terminate this abuse as soon as possible.

Any revenue obtained from the market data dissemination of the Index and the Index Prices shall inure solely to Solactive. Notwithstanding the foregoing, and for the avoidance of doubt, this does not include any revenue in connection with the Index.

Solactive is not obliged to ensure that any vendor or re-vendor displays the Index Prices of the Trust. Any additional fee (the "Vendor Fee") payable to any vendor or re-vendor for displaying the Index Data will be paid by the Trust. The Vendor Fee will only be payable after the prior written consent of the Trust has been obtained. If the Trust does not agree to pay the Vendor Fee, Trust acknowledges that the Index Data might not be displayed by a vendor or re-vendor.

Without limitation to Section 3(1), the Trust acknowledges that vendors and re-vendors may display "Source: Solactive AG" to indicate merely the source of the Index Price, not the ownership of the Index or the Index Prices.

§ 3 Rights in Index and Index Prices

The Trust owns any and all rights in the Index and the Index Prices — in as far as such rights do not belong to third parties. However, Solactive may use the Index and the Index Prices free of charge solely to the extent necessary to fulfil its obligations and reasonably exercise its rights under this Agreement.

The Trust may disseminate the Index and Index Prices itself or disseminate public information provided to it by Solactive internally or externally or grant third parties access to such information. The Trust is entitled to name the Index and present Index Prices in any of its materials and on its own website, or in any other location or by any other reasonable method. The Trust shall not disseminate the information referred to in this subparagraph to any third party, in case the Trust is aware of any such third party being a vendor or re-vendor to which Solactive disseminates such information at the time of dissemination.

At the request of Solactive the Trust shall confirm that the afore-mentioned obligations have been fulfilled.

Solactive shall not sell, assign, sublicense or license the Index to any other party, without the prior written consent of the Trust.

§ 4 Utilisation Right

The Trust hereby grants Solactive for the term of this Agreement the non-exclusive and non-transferable right, unrestricted in content, to publish the Index listed in the relevant Order Schedule. Solactive may use the Index for its own advertising purposes to the extent consented to by the Trust in writing and with any disclaimers, legends or disclosures believed by the Trust to be reasonable.

Upon obtaining the prior written consent of the Trust, Solactive may use the Index Data for the dissemination and publication to third parties that are active in the analysis of ETFs and the respective underlying assets.

§ 5 Obligations of Parties regarding the calculated Index

As far as is possible and can reasonably be expected each Party shall provide the other on reasonable request with all information available to it on the Index. This obligation to provide information is limited to information and Index Data which are publicly available. In particular it does not include information and data which are classified as operating or business secrets of the Parties or for which one Party is obliged to observe confidentiality for other reasons.

The calculations of the Index are generated automatically and only monitored by an employee of Solactive during the trading hours of the Stuttgart Stock Exchange (Baden-Wurttembergische Wertpapierborse), however at most between 09:00 a.m. to 8:00 p.m. CET. At all other times the calculations are generated automatically without being monitored by a Solactive employee. Solactive will provide the Trust with emergency contact details, so that the Trust can contact Solactive outside of the hours stated herein.

If Solactive has knowledge of any error in calculating the Index, it shall notify the Trust without undue delay by email detailing the error and any necessary corrections.

If agreed by the Parties, the Trust shall provide the criteria and data (the "Data") reasonably required by Solactive for compiling and calculating the Index pursuant to the relevant Order Schedule on an ongoing basis. In relation to the Data, the Trust shall be responsible for the completeness, correctness and sufficiency of the Data to effectively allow Solactive to perform the obligations created under this Agreement.

Solactive, in fulfilling its obligations under this Agreement, may, from time to time, rely on certain non-personal data from third parties and in some cases, provide such data to Trust (the "Third Party Data").

The use of Third Party Data by Trust may, in some cases: (a) be subject to the prior consent of a third party data provider (each a "Third Party Data Provider"); (b) require Solactive to disclose the identity of Trust to a Third Party Data Provider; (c) require Trust to obtain a separate license with a Third Party Data Provider; and/or (d) any other action as may be required by a Third

Party Data Provider ((a), (b), (c) and (d) collectively, the "Third Party Data Requirements"). In each case, Solactive shall inform Trust of the Third Party Data Requirements (the "Third Party Data Communication"). In the event Trust does not wish to comply and/or declares its unwillingness to comply with such Third Party Data Requirements, Solactive shall not be obligated to fulfil its obligations under this Agreement and may terminate the relevant service granted under this Agreement as well as the entire Agreement by providing Trust thirty (30) calendar days written notice from the date of Solactive’s Third Party Data Communication. Solactive will use its best efforts communicate to Trust the Third Party Data Requirements related to the Third Party Data that Solactive expects will be required for the Index prior to the execution of an Order Schedule in respect of the Index.

Where a Third Party Data Provider requires Trust to enter into an agreement directly with the Third Party Data Provider in respect of the Third Party Data, Trust shall, upon request of Solactive, supply a copy of such agreement to Solactive (the "Third Party Data Agreement Request"). If Trust fails to provide the applicable agreement or confirmation by the date specified in the Third Party Data Agreement Request, Solactive shall not be obligated to fulfil its obligations under this Agreement.

During the term of the Agreement the Trust may change the criteria for compiling and calculating the Index or including additional index specifications. Solactive shall, to the extent feasible, implement such changes. In case of the implementation of such changes, Section 2 of the Order Schedule of the Index will be updated. If the changes have an effect on the calculation, maintenance or dissemination of the Index and if this materially increases the work required by Solactive, Solactive may increase the remuneration, upon first providing written and convincing evidence of such increased work to the Trust. If Solactive proposes to increase the remuneration it shall notify the Trust in writing with 30 calendar days’ prior notice. The remuneration shall not be increased without the prior written consent of the Trust.

§ 6 Issuer’s Statement

The Trust shall indicate clearly that the financial instruments issued by the Trust are not issued by Solactive. It shall therefore include the following text or substantially equivalent text in any securities prospectus, including new editions or updates thereof, including updates, vis-a-vis third parties regarding financial instruments:

"Wilshire wShares Enhanced Gold Trust (the "Trust") is not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Index and/or Index trademark or the current price of the Index at any time or in any other respect. The Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Index is calculated correctly. Irrespective of its obligations towards the Trust, Solactive AG has no obligation to point out errors in the Index to third parties including but not limited to investors and/or financial intermediaries of the Trust or its shares of beneficial interest. Neither publication of the Index by Solactive AG nor the licensing of the Index or Index trademark for the purpose of use in connection with the Trust constitutes a recommendation by Solactive AG to invest capital in the Trust nor does it in any way represent an assurance or opinion of Solactive AG with regard to any investment in the Trust".

§ 7 Trademark Rights

The Trust warrants that it is the owner of the trademarks specified in the relevant Order Schedule or that is granted sufficient rights of use in such trademarks to implement this Agreement including the right to grant rights to Solactive as provided for in this Agreement.

The Trust hereby grants Solactive for the term of the Agreement the non-exclusive and non-transferable right, unrestricted in content, to use the trademarks listed in the relevant Order Schedule subject to the provisions of this Agreement and to the extent necessary to fulfil its obligations under this Agreement.

Solactive agrees only to use the trademarks listed in the relevant Order Schedule in their registered form.

As far as technically possible, Solactive shall post a licence statement of the trademarks listed in the relevant Order Schedule at the beginning of any written or electronic use. Unless specific circumstances make a different procedure more appropriate the licence statement shall take the form of the ® symbol and a footnote explaining that the trademark is a registered trademark of the Trust or a third party. If a particular Index consists of trademarks which have different owners it is sufficient for the "®" symbol to be used once only at the end of the full name provided that the footnote makes it clear that there is more than one trademark owner.

The Trust shall indemnify Solactive for any claims that may be filed against Solactive by third parties with regard to the use of the trademarks listed in the Order Schedule in as far as these are used by Solactive in accordance with the provisions of this Agreement and to the extent necessary to fulfill its obligations under this Agreement.

Where the Trust does not include any trademark or deviating trademarks in relation to the index name in the relevant Order Schedule, Trust hereby represents and warrants that the Index name and its use by Solactive does and will not infringe or otherwise breach any registered third party trademarks. The Trust will indemnify Solactive from any direct claims asserted against Solactive alleging that Solactive’s use of the Index name infringes or otherwise breaches any registered third party trademarks.

§ 8 Liability of the Parties

Solactive shall be obliged to fulfill its contractual obligations assumed hereunder, in particular the calculation of the Index, with the care of a prudent businessman. Solactive shall be liable to the Trust for direct losses particularly those arising from incorrect calculation of the Index incurred as a result of the negligence, fraud, willful misconduct or breach of any of the representations or warranties in this Agreement, and any changes to the Index not specifically authorized by the Trust, in each case subject to the limitations provided for under § 9.

The Trust shall be obliged to ensure and hereby represents and warrants that (i) the acceptance, utilisation and processing of the Data (as defined in § 5(4) herein) provided by the Trust to Solactive in accordance with this Agreement and that (ii) the publication of the processed Data and Index based on the processed Data does and will not infringe or otherwise breach third party rights of any kind. The Trust shall indemnify Solactive from any losses incurred by Solactive as a result of the foregoing, provided that such losses did not result from the gross negligence, fraud or willful misconduct of Solactive.

§ 9 Limitation of Liability

Solactive has unlimited liability for injury to life, body or health; and losses incurred by the Trust caused by intent or gross negligence.

Nothing in this Agreement excludes or limits Solactive’s liability to the extent that any applicable law precludes or prohibits any exclusion or limitation of liability. Neither party shall be liable to the other for any indirect or consequential damages, including, but not limited to, lost time, lost money, lost profits or good-will, whether in contract, tort, strict liability or otherwise, and whether or not such damages are foreseen or unforeseen.

Solactive shall not be liable for losses incurred owing to force majeure, war and natural occurrences or other events for which it is not responsible (e.g. strikes, lock-outs, disruption to transport, orders issued by domestic and foreign authorities not caused by culpable conduct) or disruptions to technical installations such as the IT system which have not been caused by culpable conduct. Force majeure shall also include computer viruses or attacks on IT systems by hackers provided that suitable precautionary measures have been taken and Solactive did not act in a grossly negligent manner in making the virus or hacker attack possible. Solactive shall take commercially reasonable actions to remedy such force majeure events as promptly as practicable.

Upon obtaining actual knowledge of any such losses or damages, the Trust shall take reasonable steps to mitigate any losses or damages it incurs in relation to any claim or action which it brings against Solactive, so long as it can in good faith do so without unreasonable inconvenience or cost. A breach of this duty may lead to a reduction of the claim for damages of Trust against Solactive.

Solactive shall not be liable for losses of any type whatsoever caused to the Trust or third parties in connection with the issuance, marketing, quoting, trading or advertising of the financial instruments issued by the Trust. The Trust indemnifies Solactive for any losses incurred by Solactive in connection with the issuance, marketing, quoting, trading or advertising of the financial instruments issued by the Trust provided that such losses did not result from the gross negligence, fraud or willful misconduct by Solactive.

The Trust shall pay remuneration in return for calculation, maintenance and dissemination of the Index from (and including) the Index Calculation Start Date in accordance with the remuneration schedule set out in § 10 in conjunction with the applicable Order Schedule plus value added tax at the applicable statutory rate as provided for in § 11 below.

In case of inflation in Europe, the fixed remuneration may be adjusted annually depending on the 12 months average performance of the Harmonized Index of Consumer Prices (HICP) – All items of the Euro area, published by Eurostat on a monthly basis on their website: http://epp.eurostatec.europa.eu/portal/page/portal/hicp/data/main_tables; provided, however, that in no event shall any increase be in excess of 2% for any 12 month period. The relevant month will be November which is published by Eurostat in December of each year.

If agreed between the Parties, regular reporting to Solactive on the financial instruments issued will be necessary so that the remuneration can be calculated and billed.

The issues shall be reported quarterly by the seventh trading day (according to the trading calendar of the Stuttgart Stock Exchange) of the month following a quarter’s end ("Reporting Deadline").

If the remuneration for an index is calculated on the basis of the average assets under management, the average assets under management must be reported as well as the frame data of the financial instruments which refer to the corresponding Index.

The agreed fixed remuneration will be charged annually in advance. In case a security has not been outstanding over an entire month, the remuneration is reduced respectively.

The agreed variable remuneration will be charged per calendar quarter. Remuneration will be due for each calendar month for the Index. This remuneration shall be the product of

the average assets under management of a financial instrument issued on the basis of the Index during the month and

the remuneration per annum shown in the applicable Order Schedule in basis points divided by 12.

In case a security has not been outstanding over an entire month, the remuneration is reduced respectively.

Variable remuneration will be charged to the Trust as soon as the data has been reported and evaluated.

If the regular Reporting Deadline has expired and the Trust has not submitted the outstanding report to Solactive by the end of the next Reporting Deadline following the expired Reporting Deadline despite having been sent a reminder, Solactive may make a provisional estimate of the remuneration due at its due discretion using suitable criteria (such as data reported for the previous months) and charge this to the Trust as an advance on the actual amount due. This shall have no effect on the right to terminate without notice. Such estimate shall be adjusted to reflect the actual amount due upon Solactive’s receipt of the outstanding report.

Solactive shall issue an invoice annually in advance for fixed remunerations due and quarterly in retrospect for variable remunerations due. All undisputed invoices shall be due within 45 calendar days of receipt by the Trust of such invoice. If the Trust has not rendered payment of an undisputed invoice within 45 calendar days of receiving the invoice, default interest of five percentage points per annum above the respective base interest rate as announced by the Deutsche Bundesbank in the Federal Gazette shall be due calculated as of delivery of the invoice; provided, however, that the interest payment described in the foregoing sentence shall not apply to any amounts subject to a good faith dispute by the Trust.

The Parties agree that there shall be no entitlement to remuneration over and above that set out in the applicable Order Schedule or to reimbursement of expenses or costs

The Trust shall pay any applicable value-added, sales, goods and services or similar taxes that Solactive might be required to charge and remit pursuant to applicable law. The Trust shall not be responsible for taxes payable by Solactive, if and to the extent that tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by Solactive.

The Trust shall make all payments to be made by it without deduction of any taxes, unless a tax deduction is required by law. If a tax deduction is required by law to be made by the Trust, the amount of the payment due from the Trust shall be increased to an amount which (after making any tax deduction) leaves an amount equal to the payment which would have been due if no tax deduction had been required.

The Parties will reasonably cooperate with each other to determine and minimize their respective tax liabilities. Solactive will cooperate with the Trust’s reasonable requests for tax-related information and documents.

§ 12 Term of Agreement

This Agreement takes effect when it has been signed by both Parties.

This Agreement is concluded for an indefinite term.

§ 13 Termination of Agreement

This Agreement may be terminated by Solactive upon at least 90 calendar days’ prior written notice to Trust, and this Agreement may be terminated by Trust upon at least 60 calendar days’ prior written notice to Solactive. However, no such termination shall be permitted prior to a date that is two years after the date of this Agreement.

Each party may also terminate this Agreement immediately for good cause subject to the provision of prior written notice. Good cause shall be deemed present if the other party to the Agreement is in breach of material contractual obligations and if such party does not cure the breach within 10 days after written notice detailing such breach. Inter alia there is a breach of material contractual obligations if a third party successfully asserts a right with regard to a trademark which falls under the subject of the Agreement.

Solactive has a special termination right allowing it to terminate this Agreement in whole or in part with a notice period of 90 calendar days if the costs in one calendar quarter to Solactive for necessary use of the data of the stock exchanges in connection with calculation of an Index increase to such an extent that they exceed the remuneration received by Solactive pursuant to § 10 in the same period for this Index. Solactive shall only be entitled to termination of this Agreement in accordance with this subparagraph, in case Solactive has provided the Trust with sufficient proof of such increased costs and the Trust has been offered the option to increase the remuneration, taking into account such increased costs. Should the Trust offer to increase the remuneration in accordance with this subparagraph, Solactive shall not be entitled to use this special termination right.

Any termination declarations associated with this Agreement shall be made in writing.

Following any termination of this Agreement in accordance with this § 13, Solactive shall cease the calculation of the Index so terminated and corresponding Index Prices and dissemination immediately. Upon request from the Trust, Solactive shall transfer all Index Data and the Index Methodology and all rights relating thereto to the Trust (whether such rights be intellectual property rights or otherwise).

§ 14 Transfer of Solactive’s Rights and Obligations to a Third Party

Solactive may request the Trust to consent to this Agreement being transferred to a third party, in which case Trust may provide such consent in its sole discretion. Solactive will be entitled to, without consent and upon written notice to Trust, assign this Agreement or any rights or obligations hereunder in whole or in part: (i) to an affiliate; (ii) as part of a corporate reorganization, amalgamation, consolidation or merger; or (iii) pursuant to a request of a regulatory authority in the manner and (if applicable) to the person requested by such regulatory authority.

§ 15 Transfer of Duties to Third Parties

Solactive may use third parties as vicarious agents. This includes in particular companies which take decisions jointly with Solactive on the composition and amendments to the composition of the Index. Solactive shall provide the Trust with written notice of any such vicarious agents appointed by Solactive, to the extent that such vicarious agent has been appointed to provide a material service for the Trust, within a reasonable amount of time after such appointment. Notwithstanding the foregoing, Solactive shall remain responsible and liable for the performance of all obligations under this agreement, including without limitation, for the performance of such obligations by any applicable vicarious agents.

§ 16 Confidentiality

The Parties shall use all matters, facts and information concerning the Parties in connection with this Agreement (hereinafter "Confidential Information") solely for the purposes described in this Agreement and shall treat such Confidential Information confidentially unless they are required to disclose it by any applicable statute, law, regulation or written and legally enforceable policy or by legal process or an order or requirement of a court of competent jurisdiction or government department or agency. This applies in particular to the amount of remuneration due under this Agreement and to the content of this Agreement. The Parties shall impose this confidentiality obligation on any vicarious agents, members of corporate bodies, employees or advisers who are given access to the Confidential Information. In so doing, the Parties shall ensure, to the extent admissible under employment law, that the confidentiality obligation imposed on the employees shall continue to apply in the event that employees leave the services of a Party under obligation during the term of this confidentiality obligation. If Confidential Information is disclosed to third parties the other party shall be informed in writing without undue delay. Notwithstanding the foregoing, the Trust shall be entitled to use Solactive’s name for inclusion in any offering documents and marketing materials related to the financial instruments to be issued by the Trust.

These confidentiality obligations shall apply for the term of this Agreement and for a five-year period after it has ended or after complete fulfilment.

This confidentiality obligation shall not apply to such information which can be proved to have been

known to the recipient prior to communication,

publicly known at the time of communication,

publicly known after its communication without the recipient being responsible for this,

made available to the recipient by a third party by lawful means after communication and without restriction with respect to confidentiality or use,

developed by the recipient independently prior to communication, or

with the consent of the disclosing party.

This Section 16 shall supersede prior confidentiality agreements between Solactive and Trust (or an affiliate) with respect to Confidential Information relating to this Agreement.

Unless otherwise agreed in writing all communications or other notifications under this Agreement shall be addressed as follows:

60327 Frankfurt am Main

Attn.: Legal Department

Telephone: +49 69 719 160 393

Fax: +49 69 719 160 25

E-Mail: legal@solactive.com

Wilshire wShares Enhanced Gold Trust

c/o Wilshire Phoenix Funds LLC

2 Park Avenue, Suite 2017

New York, New York 10016

Email: funds@wishirephoenix.com

Telephone: 212.485.8920

E-Mail: will@wilshirephoenix.com

§ 18 Final Provisions

The place of performance and fulfilment is the registered office of Solactive.

This Agreement shall be subject to the laws of the Federal Republic of Germany. The sole place of jurisdiction shall be Frankfurt am Main.

If Trust receives CUSIPs or CGS ISINs as part of this Agreement, Addendum 2 applies. These terms are mandated by CUSIP Global Services and may not be altered by Trust.

If Trust receives SEDOL codes as part of this Agreement, Addendum 3 applies. These terms are mandated by London Stock Exchange and may not be altered by Trust.

If the Index is comprised of data owned by BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBOVESPA"), Addendum 4 applies. These terms are mandated by BM&FBOVESPA and may not be altered by Trust.

If the Index is comprised of data owned by Borsa Istanbul, Addendum 5 applies. These terms are mandated by Borsa Istanbul and may not be altered by Trust.

If the Index is comprised of Rates provided by the World Markets Company PLC, Addendum 6 applies. These terms are mandated by the World Markets Company PLC and may not be altered by Trust.

The terms set out in Addendum 2, Addendum 3, Addendum 4, Addendum 5 and Addendum 6 are collectively referred to as "Third-Party Passthrough Language". Trust shall indemnify and hold harmless Solactive from and against any and all judgments, damages, expenses, settlements, liabilities, and other out-of-pocket costs (including reasonable attorneys’ and experts’ fees and disbursements) resulting from or arising out of a third-party claim resulting from or in connection with: (i) the Trust’s non-compliance with the Third-Party Passthrough Language; and/or (ii) consents and/or licenses set out in § 5(6) of this Agreement.

Amendments to the Agreement and collateral agreements require the consent of both Parties and must be in writing to be valid. This also applies to any agreement waiving or restricting the written form requirement pursuant to sentence 1. No oral agreements have been made.

If an individual provision of this Agreement should be or become invalid this shall not affect the validity of the other provisions. The invalid provision shall be replaced by a valid provision which as far as possible shall reflect the economic intent of the invalid provision. The same shall apply if this Agreement contains a lacuna. This shall be remedied by a clause which reflects the original intention of the Parties or what they would have intended had they been aware of the lacuna.

This Agreement shall be read and construed, in respect of the Index, in conjunction with the relevant Order Schedule. In the case of any discrepancy between an Order Schedule and this Agreement, the terms of the Order Schedule will prevail.

The Addenda named in this Agreement constitute an integral part of it.

Addendum 1: Order Schedule

Addendum 4: BM&FBOVESPA

Addendum 5: Borsa Istanbul

Addendum 6: WM Rates

Sign for and on behalf of Solactive AG

Sign for and on behalf of
Wilshire wShares Enhanced Gold Trust

By: Wilshire Phoenix Funds LLC, its Sponsor

Addendum 1 Order Schedule

ORDER SCHEDULE
dated as of [•]

relating to the Agreement on Index Calculation dated as of [•]
entered into between Solactive AG and [•]

("Agreement on Index Calculation")

The terms and conditions of the Agreement on Index Calculation are hereby incorporated herein by reference. Therefore, this Order Schedule shall be read and construed in accordance with, the Agreement on Index Calculation. Capitalized terms used but not otherwise defined in the present Order Schedule shall have the meanings ascribed to such terms in the Agreement on Index Calculation. In the event of a conflict between the terms and conditions set forth in the Agreement on Index Calculation and in the present Order Schedule, the terms and conditions set forth in the present Order Schedule shall prevail.

1. List of Indices covered by this Order Schedule and the respective Index Calculation Start Date

Index Calculation Start Date

2. Index Specifications

As specified in the respective Index Methodology.

3. Trademarks of Trust

Trade Mark registered in

4. Table of Remuneration

Fixed
remuneration per annum

Variable
remuneration
per annum in
basis points

Bloomberg
Cost / Vendor
Fee per
annum

Sign for and on behalf of Solactive AG

Sign for and on behalf of
Wilshire wShares Enhanced Gold Trust

By: Wilshire Phoenix Funds LLC, its Sponsor

, ____________________________

If Trust receives CUSIPs or CGS ISINs as part of this Agreement, the following terms apply:

Trust agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CUSIP Global Services ("CGS") and the American Bankers Association ("ABA"), and that no proprietary rights are being transferred to Trust in such materials or in any of the information contained therein. Any use by Trust outside of the clearing and settlement of transactions requires a license from CGS, along with an associated fee based on usage. Trust agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA and that in such event money damages may not constitute sufficient compensation to CGS and ABA; consequently, Trust agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.

Trust agrees that Trust shall not publish or distribute in any medium the CUSIP Database or any information contained therein or summaries or subsets thereof to any person or entity except in connection with the normal clearing and settlement of security transactions. Trust further agrees that the use of CUSIP numbers and descriptions is not intended to create or maintain, and does not serve the purpose of the creation or maintenance of, a master file or database of CUSIP descriptions or numbers for itself or any third party recipient of such service and is not intended to create and does not serve in any way as a substitute for the CUSIP MASTER TAPE, PRINT, DB, INTERNET, ELECTRONIC, CD-ROM Services and/or any other future services developed by the CGS.

NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO PARTNER ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE EXCEED THE FEE PAID BY PARTNER FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.

Trust agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.

Trust acknowledges that the CUSIP Database is proprietary to CGS and the ABA ("CGS Data") and Solactive has an obligation toward CGS to disclose to it the identities of its customers that receive CGS Data. As such, Trust authorizes Solactive to disclose to CGS the identity of Trust as a customer of Solactive that receives CGS Data. Once Solactive discloses the identity of Trust to CGS, CGS may require that Trust obtains an appropriate license directly with CGS in order to receive CGS Data via Solactive.

Trust agrees that for the duration of this Agreement and any service provided hereunder, it shall comply with the following terms:

The services provided by Solactive under this Agreement contain SEDOL Masterfile® data sourced from the London Stock Exchange®. It is the obligation of Trust to ensure they have the appropriate license in place with the London Stock Exchange to receive this data. Solactive is required to provide Trust’s contact information to the London Stock Exchange to allow verification of the license status. Solactive is required to exclude SEDOL Masterfile® data from the services provided under this Agreement until such time as the London Stock Exchange confirms that permission has been granted to do so. The London Stock Exchange may require Solactive to cease the provision of the SEDOL Masterfile® data if requested to do so by the London Stock Exchange where Trust is in breach of its license with the London Stock Exchange.

SEDOL Masterfile® is a registered trademark of the London Stock Exchange plc.

Addendum 4 BM&FBOVESPA

Trust agrees that for the duration of this Agreement and any service provided hereunder, it shall comply with the following terms:

In order for Solactive to calculate any index that will be commercially used outside the company organization of the Trust, Trust acknowledges that it must have signed a Usage Rights License Agreement with BM&FBOVESPA. Trust shall pay directly to BM&FBOVESPA the applicable fees.

Trust acknowledges that BM&FBOVESPA is the lawful owner and holder of all Intellectual Property Rights related to the Quotations, including the Quotations, that will be used to develop, compile, calculate, publish and/or exploit the Index.

Trust shall grant BM&FBOVESPA a right of first negotiation to license the use of the Index for the development of exchange-traded and exchange-listed futures and options that are based on, or seek to track or match the performance of such Index ("Exchange Products").

The right of first negotiation shall only apply to indices that are composed of greater than 50 percent (>50%) Quotations measured by weighting of the Quotations in the such indices (hereinafter an "Eligible Equity Index"). Eligible Equity Indices include all Equity Indices where Trust owns the index, the methodology, and all Intellectual Property Rights therein.

Trust shall notify BM&FBOVESPA of its intention to license an Eligible Equity Index. For a period of six (6) months from the date of notice from Trust, BM&FBOVESPA may exercise the right to license such Eligible Equity Index, during which period Trust shall not engage in negotiations with any other parties for the same purpose. BM&FBOVESPA may also notify Trust of its intention not to license such Eligible Equity Index during such six (6) month period. If BM&FBOVESPA does not enter into a license agreement with Trust during the term aforementioned, then Trust will be free to license the Eligible Equity Index to a third party.

In the event that BM&FBOVESPA enters into a license agreement with Trust to create and list Exchange Product(s) based upon Eligible Equity Index(es), such license will be exclusive and coterminous with this Agreement, provided, however, BM&FBOVESPA will have 6 (six) months from the date of such license agreement to list such Exchange Product(s). In the event that BM&FBOVESPA does not (i) list an Exchange Product based upon such Eligible Equity Index during such period or (ii) reach a minimum of average daily trading volume (ADTV) to be mutually agreed to by the parties on a case by case basis within a 5 (five) year period from the effective date of such license agreement, Trust will have the option to license the relevant Eligible Equity Indices to another Trust. All other terms and conditions of the license agreement between BM&FBOVESPA and Trust related to BM&FBOVESPA’s use of an Eligible Equity Index to create Exchange Products will be on terms and conditions to be negotiated between the Parties, including fees.

Addendum 5 Borsa Istanbul

Trust agrees that for the duration of this Agreement and any service provided hereunder, it shall comply with the following terms:

Borsa Istanbul does not sponsor, guarantee or bail the index or its use, nor does it guarantee the sequence, accuracy and/or integrity of the index or any data included therein, nor can it be held responsible for any loss or damage to Trust arising from any faults, failures, delays, omissions, inaccuracy in data transmission or stopping of data dissemination due to any reasons, for any errors, omissions, delays and/or negligence in the calculation and/or dissemination of the indices, or for the application of the indices on financial products.

Written consent of Borsa Istanbul must be sought by Trust in order to issue futures, options and contracts for difference (CFD’s) on other exchanges and/or organized markets based on indices using solely Borsa Istanbul data.

Trust agrees that for the duration of this Agreement and any service provided hereunder, it shall comply with the following terms:

To the extent that Solactive hereunder provides any (a) foreign exchange rates calculated and distributed by the World Markets Company PLC ("WM") (the "Rates") or (b) data resulting from manipulation of, or calculation based upon the Rates (including any averaging calculations) or the combination of the Rates with other data ("Derived Data"), Trust acknowledges that the Rates or parts thereof are exclusively being provided for internal use as part of and in connection with the licenses granted hereunder and for no other independent purpose; in particular, Trust is not permitted to distribute, redistribute or license the Rates or parts thereof.

[Certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the Trust if publicly disclosed.]

MARKETING AGENT AGREEMENT

THIS AGREEMENT is made and entered into as of this 18th day of March 2020 by and among United States Gold and Treasury Investment Trust, a Delaware statutory trust (the "Trust" or the "Client"), which is sponsored by Wilshire Phoenix Funds LLC, a Delaware limited liability company (the "Sponsor"), and Foreside Fund Services, LLC, a Delaware limited liability company ("Foreside").

WHEREAS, the Sponsor will be registered with the Commodity Futures Trading Commission (the "CFTC") as a commodity pool operator, will be a member of the National Futures Association ("NFA"), and will be subject to the Commodity Exchange Act, as amended (the "CEA"), and all of the relevant rules and regulations promulgated thereunder (collectively, the "Commodities Rules") and will serve as the commodity pool operator of the Trust;

WHEREAS, the Trust is a statutory trust organized under the laws of the State of Delaware;

WHEREAS, the Client has filed with the U.S. Securities and Exchange Commission (the "SEC") a Registration Statement (including a Prospectus and Statement of Additional Information) for the Trust under the Securities Act of 1933, as amended (the "1933 Act") (collectively, "Registration Statement");

WHEREAS, the Trust intends to create and redeem shares of beneficial interest in the Trust (the "Shares") only in creation unit aggregations ("Creation Unit") on a continuous basis, and list the Shares on one or more national securities exchanges;

WHEREAS, Foreside is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA");

WHEREAS, the Client desires to retain Foreside to provide certain services in connection with the creation and redemption of Shares of the Trust; and

WHEREAS, Foreside is willing to provide certain services for the Client on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

Wherever they are used herein, the following terms have the following respective

"Prospectus" means the Prospectus constituting parts of the Registration Statement of the Trust under the 1933 Act as such Prospectus and Statement of Additional Information may be amended or supplemented and filed with the SEC from time to time.

"Registration Statement" means the registration statement most recently filed from time to time by the Trust with the SEC and effective under the 1933 Act, as such registration statement is amended by any amendments thereto at the time in effect.

All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Registration Statement and the Prospectus.

(a) Foreside shall use commercially reasonable efforts to provide the following services to the Trust with respect to the creation and redemption of Creation Units of the Trust:

(i) Work with the Sponsor, the Trust, and the Transfer Agent to faciliate the execution of Authorized Participant Agreements;

(ii) work with the Transfer Agent to review and approve orders placed by Authorized Participants and transmitted to the Transfer Agent;

(iii) maintain copies of confirmations of Creation Unit creation and redemption order acceptances;

(iv) maintain telephonic, facsimile and/or access to direct computer communications links with the Transfer Agent;

(v) make available copies of the Prospectus to Authorized Participants who have purchased Creation Units in accordance with the Authorized Participant Agreements;

(vi) use reasonable efforts to review and approve, prior to use, all Trust advertising, sales and marketing materials submitted to Foreside for review by the Client ("Marketing Materials") for compliance with applicable SEC and FINRA advertising rules, and file all such Marketing Materials required to be filed with FINRA. Foreside agrees to furnish to the Trust or the Sponsor any comments provided by FINRA with respect to such materials;

(vii) ensure that all direct requests by Authorized Participants for Prospectuses are fulfilled; and

(viii) maintain records related to the foregoing and produce such records upon reasonable request from the Client or the Sponsor.

(b) The services furnished by Foreside hereunder are not to be deemed exclusive and

Foreside shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.

Duties of the Client

(i) To Foreside:	(ii) If to the Client:
Foreside Fund Services, LLC Attn: Legal Department Three Canal Plaza, Suite 100 Portland, ME 04101 Telephone: (207) 553-7110 Facsimile: (207) 553-7151 Email: legal@foreside.com With a copy to: etp-services@foreside.com	United States Gold and Treasury Investment Trust c/o Wilshire Phoenix Funds LLC Address: 2 Park Avenue, 20th Floor Address: New York, New York 10016 Attn: William Cai, Partner Telephone: (212) 485-8922 Email: will@wilshirephoenix.com

To the Representative at:	Exchange Traded Concepts, LLC 10900 Hefner Pointe Drive Suite 401 Oklahoma City, Oklahoma 73120 Attention: J. Garrett Stevens, CEO
To the Trust at:	Delaware Trust Company 251 Little Falls Drive Wilmington, DE 19808 Attention: Corporate Trust Administration

With a copy to the Sponsor at:	Wilshire Phoenix Funds LLC 2 Park Avenue, 20^th Floor New York, NY 10016 Attention: William Cai, Partner

TRUST:	REPRESENTATIVE:

WILSHIRE wSHARES ENHANCED GOLD TRUST	EXCHANGE TRADED CONCEPTS, LLC

By: Wilshire Phoenix Funds LLC, its Sponsor

By: _______________________________	By: ________________________________
Name: William Herrmann	Name: J. Garrett Stevens
Title: Managing Partner	Title: Chief Executive Officer

Sign for and on behalf of Solactive AG		Sign for and on behalf of Wilshire wShares Enhanced Gold Trust By: Wilshire Phoenix Funds LLC, its Sponsor

Frankfurt am Main,		New York, New York,





/s/ Pfeiffer, CMO		/s/ William Cai
		William Cai
/s/ Vollmuth, CRO

No.:	Name of Index	Fixed remuneration per annum	Variable remuneration per annum in basis points	Bloomberg Cost / Vendor Fee per annum