Global Currency Gold Trust (Form: S-1, Received: 08/28/2015 12:21:32)

Large accelerated filer

Accelerated filer

Non-accelerated filer

x (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on August 28, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

The Global Currency Gold Fund

a series of

THE GLOBAL CURRENCY GOLD TRUST

SPONSORED BY WGC USA ASSET MANAGEMENT COMPANY, LLC

(Exact name of Registrant as specified in its charter)

New York

6221

38-3937118

(State or other jurisdiction of

Incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

c/o WGC USA Asset Management

Company, LLC

510 Madison Avenue, 9th Floor

New York, New York 10022

(212) 317-3800

Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

WGC USA Asset Management Company, LLC

510 Madison Avenue, 9th Floor

New York, New York 10022

(212) 317-3800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard F. Morris, Esq.

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

(212) 309-6000

David A. Sirignano, Esq.

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue, NW

Washington, DC 20004

(202) 739-3000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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
Shares	40,000	$25.00	$1,000,000.00	$116.20

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(d) under the Securities Act of 1933, as amended.

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

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


PRELIMINARY PROSPECTUS		Subject to Completion		August 28, 2015

Shares

THE GLOBAL CURRENCY GOLD FUND, A SERIES OF THE GLOBAL CURRENCY GOLD TRUST

The Global Currency Gold Trust (the “Trust”) is organized as a Delaware statutory trust with multiple series. Each series of the Trust issues common units of beneficial interest, or Shares, which represent units of fractional undivided beneficial interest in and ownership of such series only. A single series of the Trust, the Global Currency Gold Fund, is offered pursuant to this Prospectus. Unless the context otherwise requires, references in this Prospectus to the “Fund” refer to the Global Currency Gold Fund. References to “Shares” refer to shares of the Fund. References to “Series” refer to the Fund and/or the other Series of the Trust, as applicable.

The Fund seeks to track the performance of the Thomson Reuters Global Gold (Ex-USD) Index (the “Index”), less fund expenses. The Index is a transparent, rules-based index published by Thomson Reuters (Markets) LLC (the “Index Provider”). The Index seeks to track the daily performance of a long position in physical gold (as represented by the Gold Price) and a short position in each of the major, non-U.S. currencies, such as the euro, Japanese yen and British pound (each, a “Reference Currency”) reflected in the Index. If the Gold Price increases and the value of the U.S. Dollar (“USD”) against the Reference Currencies increases, the Index Level is intended to increase. Conversely, if the Gold Price decreases and the value of the USD against the Reference Currencies declines, the Index Level is intended to decrease. In certain cases, the appreciation of the Gold Price or the depreciation of one or more of the Reference Currencies may be offset by the appreciation of one or more of the Reference Currencies or the depreciation of the Gold Price, as applicable. The net impact of these changes determines the value of the Fund on a daily basis. See the Risk Factor titled “The value of the Shares relates directly to the value of the gold and the value of the Reference Currencies against the USD. Fluctuations in the price of gold and/or the value of the Reference Currencies could materially adversely affect an investment in the Shares.”

The Fund intends to issue Shares on a continuous basis. The Shares may be purchased from the Fund only in one or more blocks of 25,000 Shares (a block of 25,000 Shares is called a “Creation Unit”). The Fund will issue Shares in Creation Units to institutional investors referred to as “Authorized Participants” on an ongoing basis as described in “Plan of Distribution.” Creation Units will be offered continuously at the net asset value (“NAV”) for 25,000 Shares on the day that an order to create a Creation Unit is accepted by the Fund. Fund Shares will be listed on NYSE Arca under the symbol “GGLD.”

WGC USA Asset Management Company, LLC is the Sponsor of the Trust (the “Sponsor”) and is the Commodity Pool Operator (the “CPO”) of the Fund. The Trust was formed pursuant to an Agreement and Declaration of Trust dated as of August 27, 2014, as amended on , between the Sponsor and the Trustee (referred to herein as the “Declaration of Trust”).

BNY Mellon Asset Servicing, a division of The Bank of New York Mellon, or “BNYM,” is the Administrator (the “Administrator”) and Transfer Agent (the “Transfer Agent”) of the Trust. JPMorgan Chase Bank, N.A., London Branch is the custodian of the Trust (the “Custodian”). JPMorgan Chase Bank, N.A. is the Gold Delivery Provider to the Trust (the “Gold Delivery Provider”). Delaware Trust Company is the trustee of the Trust (the “Trustee”).

The Fund will issue to , as “Initial Purchaser,” at a purchase price of $ per Share, the “Initial Shares,” which consist of Creation Units comprising Shares. Prior to this offering, there has been no public market for the Shares.

The Trust expects to qualify as an “emerging growth company” subject to reduced public company reporting requirements under U.S. federal securities laws.

Investing in the Shares involves significant risks. See “ Risk Factors ” starting on page 12.

Neither the Securities and Exchange Commission nor any state securities commissions 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.

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

The Fund will issue and redeem Shares from time to time in Creation Units only to Authorized Participants in exchange for the delivery to the Fund, or the distribution by the Fund, of the amount of Gold Bullion and cash, if any, represented by the Creation Units being created or redeemed. This amount is based on the combined NAV of the number of Shares included in the Creation Units being created or redeemed, as applicable, determined on the day the order to create or redeem Creation Units is accepted, as described in “Creation and Redemption of Shares.” It is expected that the Shares will be sold to the public at varying prices to be determined by reference to, among other considerations, the price of gold, the price of the Reference Currencies and the trading price of the Shares on NYSE Arca (if the application for listing is approved) at the time of each sale.

The Shares are neither interests in nor obligations of the Sponsor, the Trustee, the Administrator, the Transfer Agent, the Custodian, the Gold Delivery Provider, the Index Provider or their respective affiliates.

Shares

The Fund is offering Shares (the “Underwritten Shares”) through , also called the Initial Purchaser, as underwriter. The Initial Purchaser has, subject to conditions, agreed to purchase the Underwritten Shares at a per-Share price equal to of an ounce of gold, as described in “Initial Purchaser” and “Plan of Distribution.” Total proceeds to the Fund from the sale of the Underwritten Shares will be ounces of gold. Delivery of the Underwritten Shares is expected to be made on a date between and , 2015.

The public offering price of the Underwritten Shares will be determined as described above and such Shares could be sold at different prices if sold by the Initial Purchaser at different times. The Initial Purchaser may receive commissions/fees from investors through their commission/fee-based brokerage accounts, in amounts between $ and $ .

The date of this Prospectus is .

Commodity Futures Trading Commission Risk Disclosure Statement

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 54 AND A STATEMENT OF THE PERCENTAGE RETURNS NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 55.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGES 12 THROUGH 30.

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 FUND WILL FILE QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE ROOM AT 100 F STREET, N.E., WASHINGTON, D.C. 20549. THE PUBLIC MAY OBTAIN INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM BY CALLING THE SEC AT 1-800-SEC-0330.

THE FILINGS OF THE TRUST ARE POSTED AT THE SEC WEBSITE AT HTTP://WWW.SEC.GOV .

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 FUND, THE ADMINISTRATOR, 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.

THE BOOKS AND RECORDS OF THE FUND ARE MAINTAINED AS FOLLOWS: ALL MARKETING MATERIALS ARE MAINTAINED AT THE OFFICES OF ; CREATION UNIT CREATION AND REDEMPTION BOOKS AND RECORDS, ACCOUNTING AND CERTAIN OTHER FINANCIAL BOOKS

AND RECORDS (INCLUDING FUND ACCOUNTING RECORDS, LEDGERS WITH RESPECT TO ASSETS, LIABILITIES, CAPITAL, INCOME AND EXPENSES, THE REGISTRAR, TRANSFER JOURNALS AND RELATED DETAILS) AND TRADING AND RELATED DOCUMENTS RECEIVED FROM FUTURES COMMISSION MERCHANTS ARE MAINTAINED BY THE ADMINISTRATOR. ALL OTHER BOOKS AND RECORDS OF THE FUND (INCLUDING MINUTE BOOKS AND OTHER GENERAL CORPORATE RECORDS, TRADING RECORDS AND RELATED REPORTS) ARE MAINTAINED AT THE FUND’S PRINCIPAL OFFICE, C/O WGC USA ASSET MANAGEMENT COMPANY, LLC, 510 MADISON AVENUE, 9 ^TH FLOOR, NEW YORK, NEW YORK 10022; TELEPHONE NUMBER (212) 317-3800. SHAREHOLDERS WILL HAVE THE RIGHT, DURING NORMAL BUSINESS HOURS, TO HAVE ACCESS TO AND COPY (UPON PAYMENT OF REASONABLE REPRODUCTION COSTS) SUCH BOOKS AND RECORDS IN PERSON OR BY THEIR AUTHORIZED ATTORNEY OR AGENT. MONTHLY ACCOUNT STATEMENTS FOR THE FUND CONFORMING TO COMMODITY FUTURES TRADING COMMISSION (THE “CFTC”) AND THE NATIONAL FUTURES ASSOCIATION (THE “NFA”) REQUIREMENTS ARE POSTED ON THE SPONSOR’S WEBSITE AT . ADDITIONAL REPORTS ARE POSTED ON THE SPONSOR’S WEBSITE IN THE DISCRETION OF THE ADMINISTRATOR OR AS REQUIRED BY REGULATORY AUTHORITIES. THERE WILL SIMILARLY BE DISTRIBUTED TO SHAREHOLDERS OF THE FUND, NOT MORE THAN 90 DAYS AFTER THE CLOSE OF THE FUND’S FISCAL YEAR, CERTIFIED AUDITED FINANCIAL STATEMENTS AND (IN NO EVENT LATER THAN MARCH 15 OF THE IMMEDIATELY FOLLOWING YEAR) THE TAX INFORMATION RELATING TO SHARES OF THE FUND NECESSARY FOR THE PREPARATION OF SHAREHOLDERS’ ANNUAL FEDERAL INCOME TAX RETURNS.

THE DIVISION OF INVESTMENT MANAGEMENT OF THE SECURITIES AND EXCHANGE COMMISSION REQUIRES THAT THE FOLLOWING STATEMENT BE PROMINENTLY SET FORTH HEREIN: “NEITHER THE GLOBAL CURRENCY GOLD TRUST NOR ANY SERIES THEREOF IS A MUTUAL FUND OR ANY OTHER TYPE OF INVESTMENT COMPANY WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND IS NOT SUBJECT TO REGULATION THEREUNDER.”

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

This prospectus contains information you should consider when making an investment decision about the Shares. You may rely on the information contained in this prospectus. The Trust and the Sponsor have not authorized any person to provide you with different information and, if anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to sell the Shares in any jurisdiction where the offer or sale of the Shares is not permitted.

The Shares are not registered for public sale in any jurisdiction other than the United States.

TABLE OF CONTENTS


	Page
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		ii
GLOSSARY OF DEFINED TERMS		iv
PROSPECTUS SUMMARY		1
RISK FACTORS		12
USE OF PROCEEDS		31
OVERVIEW OF THE GOLD INDUSTRY		32
OVERVIEW OF THE FOREIGN EXCHANGE MARKETS		37
OBJECTIVE OF THE FUND		38
DESCRIPTION OF THE THOMSON REUTERS GLOBAL GOLD (EX-USD) INDEX		42
OPERATION OF THE FUND		51
FUND EXPENSES		54
BREAKEVEN ANALYSIS		55
DESCRIPTION OF THE TRUST		56
DESCRIPTION OF KEY SERVICE PROVIDERS		57
DESCRIPTION OF THE SHARES		64
THE SECURITIES DEPOSITORY; BOOK-ENTRY-ONLY SYSTEM; GLOBAL SECURITY		65
DETERMINATION OF NAV		66
CREATION AND REDEMPTION OF SHARES		67
TRADING OF FUND SHARES		71
MARKET DISRUPTION EVENTS AND EXTRAORDINARY EVENTS		72
UNITED STATES FEDERAL TAX CONSEQUENCES		73
ERISA AND RELATED CONSIDERATIONS		79
THE DECLARATION OF TRUST		80
INITIAL PURCHASER		82
PLAN OF DISTRIBUTION		83
LEGAL PROCEEDINGS		85
LEGAL MATTERS		86
EXPERTS		87
WHERE YOU CAN FIND MORE INFORMATION		88
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1
STATEMENT OF FINANCIAL CONDITION		F-2

Until , 2015 (25 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. The CPO first intends to use this prospectus on .

Authorized Participants may be required to deliver a prospectus when making transactions in the Shares.

The information contained in the sections captioned “Overview of The Gold Industry” and “Overview of the Foreign Exchange Markets” is based on information obtained from sources that the Sponsor believes are reliable. This prospectus summarizes certain documents and other information in a manner the Sponsor believes to be accurate. In making an investment decision, you must rely on your own examination of the Trust, the gold industry, the operation of the Gold Bullion market, the operation of the currency market and the terms of the offering and the Shares, including the merits and risks involved. Although the Sponsor believes this information to be reliable, the accuracy and completeness of this information is not guaranteed and has not been independently verified.

Statement Regarding Forward-looking Statements

This Prospectus includes “forward-looking statements” which generally relate to future events or future performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “it is likely” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this prospectus that address activities, events or developments that may occur in the future, including such matters as changes in commodity prices and market conditions (for gold, non-U.S. currencies and the Shares), the Trust’s operations, the Sponsor’s plans and references to the Fund’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. Whether actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this Prospectus; general economic, market and business conditions; changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies; and other world economic and political developments. See “Risk Factors” starting on page 12. 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 Fund’s operations or the value of the Shares. Moreover, neither the Sponsor nor any other person assumes responsibility for the accuracy or completeness of the forward-looking statements. Except as required under Item 512 of Regulation S-K or other applicable securities laws, neither the Trust nor the Sponsor is under a duty to update any of the forward-looking statements to conform such statements to actual results or to reflect a change in the Sponsor’s expectations or predictions.

Glossary of Defined Terms

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

“Administrator” — BNYM, a banking corporation organized under the laws of the State of New York.

“Authorized Participant” — A person who (1) is 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) is a participant in DTC, (3) has entered into a Participant Agreement with the Administrator and (4) has established an Authorized Participant Unallocated Account with the Custodian. Only Authorized Participants may place orders to create or redeem one or more Creation Units.

“Authorized Participant Unallocated Account” — An unallocated Gold Bullion account established with the Custodian by an Authorized Participant. Each Authorized Participant’s Authorized Participant Unallocated Account will be used to facilitate the transfer of Gold Bullion deposits and Gold Bullion redemption distributions between the Authorized Participant and the Fund in connection with the creation and redemption of Creation Units.

“BNYM” — BNYM is the Administrator and Transfer Agent of the Trust.

“Book-Entry System” — The Federal Reserve Treasury Book-Entry System for United States and federal agency securities.

“Business Day” — Any day the Fund’s Listing Exchange is open for business and the Fund accepts creation and redemption orders for Creation Units.

“CEA” — The Commodity Exchange Act, as amended.

“CFTC” — The Commodity Futures Trading Commission, established under the CEA. The CFTC is an independent agency of the United States Government with the mandate to regulate commodity interests, including commodity futures and option and swap markets in the United States.

“Code” — The United States Internal Revenue Code of 1986, as amended.

“Commodity Pool Operator” or “CPO” — WGC USA Asset Management Company, LLC is the CPO of the Fund and is registered in such capacity with the CFTC.

“Creation Unit” — A block of 25,000 Shares or more or such other amount as established from time to time by the Sponsor. Multiple blocks are called “Creation Units.”

“Creation Unit Gold Delivery Amount” — The total deposit of Gold Bullion required to create a Creation Unit. The Creation Unit Gold Delivery Amount is the number of ounces of Gold Bullion required to be delivered to the Fund by an Authorized Participant in connection with a creation order for a single Creation Unit. The Creation Unit Gold Delivery Amount also refers to the amount of Gold Bullion to be paid out by the Fund in connection with the redemption of a Creation Unit.

“Custodian” — JPMorgan Chase Bank, N.A., London Branch.

“Custodian Agreement” — The agreement between the Trust and the Custodian which establishes the Trust Allocated Account and the Trust Unallocated Account. When Gold Bullion is transferred into and out of the Fund, all Gold Bullion deposited with the Fund is held in the Trust Allocated Account (subject to the minimum amount of Gold Bullion that is capable of being allocated as an LBMA good delivery bar).

“Custody Rules” — The rules, regulations, practices and customs of the LBMA, the Bank of England or any applicable regulatory body that apply to gold made available in physical form by the Custodian.

“Declaration of Trust” — The agreement and declaration of trust entered into by the Sponsor and the Trustee under which the Trust is formed and which sets forth the rights and duties of the Sponsor and the Trustee, as such agreement and declaration of trust may be amended or restated from time to time.

“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 pursuant to the provisions of Section 17A of the Exchange Act. DTC will act as the securities depository for the Shares.

iii

Glossary of Defined Terms

“DTC Participant” — Participants in DTC, such as banks, brokers, dealers and trust companies.

“Exchange Act” — The Securities Exchange Act of 1934, as amended.

“FCA” — The Financial Conduct Authority, an independent non-governmental body which exercises statutory regulatory power under the FS Act and which regulates the major participating members of the LBMA in the United Kingdom.

“FS Act” — The Financial Services Act 2012.

“Gold Bullion” — (a) Gold Bullion meeting the requirements of London Good Delivery Standards or (b) credit to an Unallocated Account representing the right to receive Gold Bullion meeting the requirements of London Good Delivery Standards.

“Gold Delivery Agreement” — The agreement between the Trust, on behalf of the Fund, and the Gold Delivery Provider dated , 2015 to calculate the Gold Delivery Amount to be moved into or out of the Fund on a daily basis and to provide for delivery and settlement of such Gold Bullion.

“Gold Delivery Amount” — The amount of Gold Bullion to be delivered into or out of the Fund on a daily basis to reflect price movements in the Reference Currencies against the USD, calculated pursuant to the Gold Delivery Agreement.

“Gold Delivery Provider” — JPMorgan Chase Bank, N.A, a national banking association, which is a wholly-owned bank subsidiary of JPMorgan Chase & Co., a Delaware corporation. JPMorgan Chase Bank, N.A. is chartered and subject to regulation by the Office of the Comptroller of the Currency, a bureau of the United States Department of the Treasury. It is a member of the Federal Reserve System.

“IBA” — ICE Benchmark Administration Limited, an independent specialist benchmark administrator who provides the price platform, methodology and overall administration and governance for the LBMA Gold Price.

“Index” — The Thomson Reuters Global Gold (Ex-USD) Index, a transparent, rules-based index published by the Index Provider and licensed to the Sponsor for use by the Fund, pursuant to the Index License Agreement.

“Index License Agreement” — The agreement dated , 2015 between the Sponsor and the Index Provider, pursuant to which the Index Provider licensed to the Sponsor an exclusive right to use the Index and associated marks in connection with the Fund and in accordance with the terms of the Index License Agreement.

“Index Provider” — Thomson Reuters (Markets) LLC, a limited liability company organized in the State of Delaware, in its capacity as the index administrator and calculation agent pursuant to a separate license agreement between Thomson Reuters (Markets) LLC and J.P. Morgan Securities plc, who developed the strategy and methodology underlying 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.

“Initial Purchaser” — the initial purchaser of the Underwritten Shares, as described on the front page of this Prospectus.

“LBMA” — The London Bullion Market Association. The LBMA is the trade association that acts as the coordinator for activities conducted on behalf of its members and other participants in the London bullion market. In addition to coordinating market activities, the LBMA acts as the principal point of contact between the market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the “London Good Delivery Lists,” which are the lists of LBMA accredited melters and assayers of gold. Further, the LBMA coordinates market clearing and vaulting, promotes good trading practices and develops standard documentation. The major participating members of the LBMA are regulated by the FSA in the United Kingdom under the FS Act.

“LBMA Gold Price” — The price per troy ounce of Gold Bullion for delivery in London through a member of the LBMA stated in USDs and set via an electronic auction process run twice daily at 10:30 a.m. and 3:00 p.m. London time each Business Day as calculated and administered by the IBA.

Glossary of Defined Terms

“LBMA Gold Price PM” — The 3:00 p.m. London time LBMA Gold Price.

“Listing Exchange” — The primary U.S. national securities exchange on which Shares are listed, currently intended to be NYSE Arca.

“London Good Delivery Bar” — A bar of Gold Bullion meeting the London Good Delivery Standards.

“London Good Delivery Standards” — The specifications for weight, dimensions, fineness (or purity), identifying marks and appearance of gold bars as set forth in “The Good Delivery Rules for Gold and Silver Bars” published by the LBMA. The London Good Delivery Standards are described in “The Gold Industry — The London Bullion Market.”

“London PM Fix” — The afternoon gold fixing price per troy ounce of gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in USDs. The London PM Fix was discontinued as of March 20, 2015 and is no longer calculated. The London PM Fix was replaced by the LBMA Gold Price PM.

“NAV” — Net asset value. See “Prospectus Summary — The Offering — Net Asset Value” for a description of how the NAV of the Fund and the NAV per Share are calculated.

“OTC” — The global Over-the-Counter market for the trading of gold which consists of transactions in spot, forwards, options and other derivatives.

“Participant Agreement” — An agreement entered into by each Authorized Participant with respect to the Fund which provides the procedures for the creation and redemption of Creation Units and for the delivery of the Gold Bullion and cash, if any, required for such creations and redemptions.

“Participant Unallocated Bullion Account Agreement” — The agreement between an Authorized Participant and the Custodian which establishes the Authorized Participant Unallocated Account.

“Reference Currency” — A currency whose value is reflected in the Index.

“SEC” — The U.S. Securities and Exchange Commission.

“Securities Act” — The Securities Act of 1933, as amended.

“Seed Creation Units” — The Creation Units issued to the Initial Purchaser in exchange for the deposit into the Fund of ounces of Gold Bullion in connection with the formation of the Fund.

“Shareholders” — Owners of beneficial interests in the Shares.

“Shares” — Units of fractional undivided beneficial interest in and ownership of the Fund which are issued by the Trust.

“Sponsor” — WGC USA Asset Management Company, LLC, a Delaware limited liability company wholly-owned by WGC (US) Holdings, Inc.

“Spot Rate” — The rate at which a Reference Currency can be exchanged for USDs on an immediate basis, subject to the applicable settlement cycle.

“T/N Forward Point” — The number of basis points that are added or subtracted from a Spot Rate of a Reference Currency to reflect the fact that delivery of the currency is not taken at the Spot Rate.

“tonne” — One metric tonne which is equivalent to 1,000 kilograms or 32,150.7465 troy ounces.

“Transfer Agent” — BNYM.

“Trust” — The Global Currency Gold Trust, a statutory trust formed on August 27, 2014 under Delaware statutory law as set forth in the Declaration of Trust.

“Trust Allocated Account” — The allocated Gold Bullion account of the Trust established with the Custodian on behalf of the Fund by the Custodian Agreement. The Trust Allocated Account will be used to hold the Gold Bullion deposited with the Fund in allocated form (i.e., as individually identified bars of Gold Bullion).

Glossary of Defined Terms

“Trust Unallocated Account” — The unallocated Gold Bullion account of the Trust established with the Custodian on behalf of the Fund by the Custodian Agreement. The Trust Unallocated Account will be used to facilitate the transfer of Gold Bullion in and out of the Fund. Specifically, it will be used to transfer Gold Bullion deposits and Gold Bullion redemption distributions between Authorized Participants and the Fund in connection with the creation and redemption of Creation Units, in connection with the transfers of Gold Bullion to or from the Gold Delivery Provider, and in connection with sales of Gold Bullion for the Fund.

“Trustee” — Delaware Trust Company, a Delaware trust company.

“Underwritten Shares” — The Shares purchased by the Initial Purchaser as described on the front page of this prospectus.

“U.S. Shareholder” — A Shareholder that is (1) an individual who is treated as a citizen or resident of the United States for U.S. federal income tax purposes; (2) a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof; (3) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (4) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

“WGCUS” — WGC (US) Holdings, Inc., corporation registered under Delaware law and the sole member of the Sponsor.

“WMR Fix” — the World Markets Company plc foreign exchange benchmark rate.

“WMR FX Fixing Time” — the World Markets Company plc foreign exchange fixing time, which is generally 4:00 PM London Time.

“WGC AM” — WGC USA Asset Management Company, LLC, a Delaware limited liability company wholly-owned by WGCUS. WGC AM is the Sponsor of the Trust and the CPO of the Fund.

Prospectus Summary

This is only a summary of the prospectus and, while it contains material information about the Fund and the Shares, it does not contain or summarize all of the information about the Fund and the Shares contained in this prospectus which is material and/or which may be important to you. You should read this entire prospectus, including “Risk Factors” beginning on page 12, before making an investment decision about the Shares.

TRUST STRUCTURE

The Trust

The Global Currency Gold Trust, or the Trust, was formed as a Delaware statutory trust on August 27, 2014. The Trust consists of multiple series (each, a “Series”). Each Series issues common units of beneficial interest, or Shares, which represent units of fractional undivided beneficial interest in and ownership of such Series. The term of the Trust and each Series is perpetual (unless terminated earlier in certain circumstances). The Trust was organized in separate series as a Delaware statutory trust rather than as separate statutory trusts in order to achieve certain administrative and other efficiencies. The material terms of the Trust Declaration of Trust are discussed in greater detail under the section “The Declaration of Trust.”

The Fund

The Series offered pursuant to this prospectus is the Global Currency Gold Fund, which is sometimes referred to herein as the “Fund.” The Fund seeks to track the performance of the Thomson Reuters Global Gold (Ex-USD) Index, or Index, less the expenses of the Fund’s operations. The Shares of the Fund represent units of fractional undivided beneficial interest in and ownership of the Fund and will be offered on a continuous basis. The Fund will issue and redeem Shares from time to time in Creation Units only to Authorized Participants. Fund Shares are expected to be traded under the ticker symbol GGLD on NYSE Arca and other securities exchanges. Authorized Participants and other investors will buy and sell Shares in the secondary market, largely in response to changing demand for Fund Shares. The principal offices of the Trust and the Fund are located at c/o WGC USA Asset Management Company, LLC, 510 Madison Avenue, 9th Floor, New York, New York 10022.

The Index

The Index represents the daily performance of a long position in physical gold (as represented by the Gold Price) and a short position in each of the Reference Currencies. The Index is designed to measure daily Gold Bullion returns as though an investor had invested in Gold Bullion in terms of the Reference Currencies reflected in the Index. As such, the performance of the Index reflects certain embedded transaction costs, which the Sponsor estimates based on historical data to be less than basis points. The Index is intended to increase in value when the price of gold (as measured by the Gold Price) increases and/or when the value of the USD increases against the value of the Reference Currencies. The Index is intended to decrease in value when the price of gold (as measured by the Gold Price) decreases and/or when the value of the USD declines against the value of the Reference Currencies. The net impact of these changes determines the value of the Index on a daily basis.

Fund Shares

As with the Index, Fund Shares are intended to increase in value when the price of the Gold Bullion held by the Fund increases (as measured by the Gold Price) and/or when the price of the USD increases against the value of the Reference Currencies. Fund Shares are intended to decrease in value when the value of the Gold Bullion held by the Fund decreases (as measured by the Gold Price) and/or when the price of the USD declines against the value of the Reference Currencies. The net impact of these changes determines the value of the Fund on a daily basis. Although investors will purchase Shares of the Fund in USD, the Fund is designed to provide investors with the economic effect of holding gold in terms of each Reference Currency, rather than the USD.

The Fund Is a Passive Investment Vehicle

The Fund is a passive investment vehicle and is designed to track the performance of the Index regardless of: (i) the price of gold or any Reference Currency; (ii) market conditions; and (iii) whether the Index is increasing

or decreasing in value. The Fund’s holdings generally will consist entirely of Gold Bullion. Substantially all of the Fund’s Gold Bullion holdings are delivered by Authorized Participants in exchange for Fund Shares. The Fund will not hold any of the Reference Currencies. The Fund generally will not hold USDs (except from time to time in very limited amounts to pay Fund expenses). The Fund’s Gold Bullion holdings are not managed and the Fund does not have any investment discretion. Because the Fund generally holds only Gold Bullion (and not USDs or the Reference Currencies), the actual economic impact of changes in the value of the Reference Currencies against the USD from day to day can be reflected in the Fund only by moving an amount of Gold Bullion ounces of equivalent value into or out of the Fund on a daily basis. Therefore, the Fund will seek to track the performance of the Index by entering into a daily transaction with the Gold Delivery Provider as described herein.

The Gold Delivery Agreement

The terms of the daily transaction with the Gold Delivery Provider are set forth in a written contract between the Fund and the Gold Delivery Provider referred to as the “Gold Delivery Agreement.” Pursuant to the terms of the Gold Delivery Agreement, the Fund delivers Gold Bullion to, or receives Gold Bullion from, the Gold Delivery Provider each Business Day. The amount of Gold Bullion transferred approximates the performance of the Fund’s holdings of Gold Bullion as though they had been denominated in the Reference Currencies in the proportions in which the Reference Currencies are reflected in the Index. In general, if there is a currency gain ( i.e ., the value of the USD against the Reference Currencies increases), the Fund receives Gold Bullion. In general, if there is a currency loss ( i.e. , the value of the USD against the Reference Currencies decreases), the Fund delivers Gold Bullion. In this manner, the amount of the Gold Bullion held by the Fund will be adjusted to reflect the daily change in the value of the Reference Currencies against the USD. The Gold Delivery Agreement requires Gold Bullion ounces equal to the value of the Gold Delivery Amount to be delivered to the custody account of the Fund or Gold Delivery Provider, as applicable. The Fund does not intend to enter into Gold Bullion transactions other than with the Gold Delivery Provider and except as described in the Gold Delivery Agreement (except that Authorized Participants will deliver or receive Gold Bullion from the Fund in connection with the purchase or redemption of Creation Units and the Fund will sell Gold Bullion to cover Fund expenses).

The Sponsor

The Sponsor of the Trust and the Fund is WGC USA Asset Management Company, LLC, or “ WUAMC. ” The Sponsor is a Delaware limited liability company and was formed on August 1, 2014. Under the Delaware Limited Liability Company Act and the governing documents of the Sponsor, WGC (US) Holdings, Inc. (“WGCUS”), the sole member of the Sponsor, is not responsible for the debts, obligations and liabilities of the Sponsor solely by reason of being the sole member of the Sponsor. WUAMC is wholly-owned by WGCUS, a corporation registered under Delaware law.

The Sponsor is responsible for establishing the Fund and for the registration of the Shares. The Sponsor will generally oversee the performance of the Fund’s principal service providers, but will not exercise day-to-day oversight over such service providers. The Sponsor will maintain a public website on behalf of the Fund, containing information about the Fund and the Shares. The Internet address of the Fund’s website will be . This Internet address is only provided here as a convenience to you, and the information contained on or connected to the Fund’s website is not considered part of this prospectus. The general role and responsibilities of the Sponsor are discussed in greater detail under the section “The Declaration of Trust — The Sponsor.”

The Commodity Pool Operator (“CPO”)

WUAMC is the CPO of the Fund and is registered in such capacity with the CFTC. The Sponsor has not previously operated any other pools or traded any other accounts. The CPO is, among other things, generally responsible for calculating the amount of Gold Bullion due to, or due from, the Fund under the Gold Delivery Agreement.

The Trustee

Delaware Trust Company, a Delaware trust company with trust powers, serves as the sole trustee of the Trust (the “Trustee”). The Trustee’s duties and liabilities with respect to the offering of the Shares and the management of the Trust and the Fund are limited to its express obligations under the Trust Declaration of Trust. The general role and responsibilities of the Trustee are discussed in greater detail under the section “The Declaration of Trust — The Trustee.”

The Administrator

The Administrator of the Fund is BNY Mellon Asset Servicing, a division of The Bank of New York Mellon. The Administrator is generally responsible for the day-to-day administration and operation of the Fund, including the calculation of the NAV of the Fund and the NAV per Share.

The Transfer Agent

The Transfer Agent is BNY Mellon Asset Servicing, a division of The Bank of New York Mellon. The Transfer Agent serves as the Fund’s transfer agent in connection with Creation and Redemption transactions of Shares and acts as the Fund’s distribution disbursing agent. The Transfer Agent receives and processes orders from Authorized Participants to create and redeem Creation Units and coordinates the processing of such orders with the Custodian and The Depository Trust Company, or “DTC.” The general role and responsibilities of the Transfer Agent are discussed in greater detail under the section “Description of Key Service Providers — The Transfer Agent.”

The Custodian

The Custodian is JPMorgan Chase Bank, N.A., London Branch. The Custodian is responsible for the safekeeping of the Gold Bullion held by the Fund. This includes (i) the Gold Bullion bars delivered to the Fund in connection with the creation of Creation Units by Authorized Participants and (ii) the Gold Bullion delivered to the Fund pursuant to the Gold Delivery Agreement. The Custodian also facilitates the transfer of Gold Bullion into and out of the Fund through Gold Bullion accounts it maintains for Authorized Participants, the Gold Delivery Provider and the Fund. The Custodian is a market maker, clearer and approved weigher under the rules of the London Bullion Market Association, or “LBMA.” The general role, responsibilities and regulation of the Custodian are further described in section “Description of Key Service Providers — The Custodian.” See also “Risk Factors — Risks Related to the Fund’s Operations — Risks Related to the Service Providers — There are conflicts of interest among the Custodian, the Gold Delivery Provider, J.P. Morgan Securities plc or their affiliates and the Fund.”

The Gold Delivery Provider

The Gold Delivery Provider is JPMorgan Chase Bank, N.A. The Gold Delivery Provider has entered into the Gold Delivery Agreement with the Fund.

The Trust Is an Emerging Growth Company

The Trust expects to qualify as an “emerging growth company” subject to reduced public company reporting requirements under U.S. federal securities laws. The Trust has not elected to make use of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Jumpstart Our Business Startups Act of 2012, as amended, or the “JOBS Act.” This election is irrevocable. However, under the JOBS Act, emerging growth companies like the Trust are subject to reduced public company reporting requirements, as more fully described in the section “Risk Factors.”

The Trust expects to remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year on which the fifth anniversary of its initial public offering of Shares occurs, (ii) the last day of the fiscal year on which the Trust has annual gross revenues of $1 billion or more and (iii) the Trust becoming a “large accelerated filer” within the meaning of the Exchange Act. Other conditions that may trigger a loss of “emerging growth company” status, such as certain issuances of non-convertible debt, are not expected to apply to the Trust due to the limited nature of its operations.

FUND OBJECTIVE

Gold Bullion typically is priced and traded throughout the world in USDs. The Fund has been established as an alternative to traditional dollar-based gold investing. Although investors will purchase shares of the Fund with USDs, the Fund is designed to provide investors with the economic effect of holding gold in terms of a specific basket of Reference Currencies rather than the USD. The Reference Currencies include major non-U.S. currencies, such as the euro, Japanese yen and British pound. Specifically, the Fund seeks to track the performance of the Thomson Reuters Global Gold (Ex-USD) Index, less the expenses of the Fund’s operations. The Index represents the daily performance of a long position in physical gold and a short position in each of the Reference Currencies. It is designed to measure daily Gold Bullion returns as though an investor had invested in gold in terms of the Reference Currencies reflected in the Index and, as such, reflects certain embedded transaction costs. Accordingly, both the Index and the Fund seek to provide Gold Bullion returns as though an investor had invested in gold in terms of the Reference Currencies.

In general, the USD value of an investment in the Fund is expected to increase when both the price of gold goes up and the value of the USD increases against the value of the Reference Currencies (as weighted in the Index). Conversely, the USD value of an investment, in general, is expected to decrease when the price of gold goes down and the value of the USD decreases against the value of the Reference Currencies (as weighted in the Index). If the price of gold increases and the value of the USD decreases against the value of the Reference Currencies, or vice versa, the net impact of these changes will determine the value of the Fund on a daily basis.

The Fund is a passive investment vehicle and is designed to track the performance of the Index regardless of (i) the value of gold or any Reference Currency; (ii) market conditions; and (iii) whether the Index is increasing or decreasing in value. The Fund’s holdings generally will consist entirely of gold. Substantially all of the Fund’s Gold Bullion holdings are delivered by Authorized Participants in exchange for Fund Shares. The Fund will not hold any of the Reference Currencies. The Fund generally will not hold USDs (except from time to time in very limited amounts to pay expenses). The Fund’s Gold Bullion holdings are not managed and the Fund does not have any investment discretion.

The Fund’s net asset value (“NAV”) goes up or down each Business Day based primarily on two factors. The first is the change in the price of gold measured in USDs from the prior Business Day. This drives the value of the Fund’s Gold Bullion holdings measured in USDs up (as gold prices increase) or down (as gold prices fall). The second is the change in the value of the Reference Currencies against the USD from the prior Business Day. This drives the value of the Fund’s Gold Bullion holdings measured in the Reference Currencies up (when the value of the USD against the Reference Currency increases) or down (when the value of the USD against the Reference Currencies declines). The value of gold and the Reference Currencies are based on publicly available, transparent prices — for gold, the LBMA Gold Price PM; for currencies, the WM Reuters Fix.

Because the Fund generally holds only Gold Bullion (and not USDs or the Reference Currencies), the actual economic impact of changes to the value of the Reference Currencies against the USD from day to day can be reflected in the Fund only by moving an amount of Gold Bullion ounces of equivalent value in or out of the Fund on a daily basis. Therefore, the Fund will seek to track the performance of the Index by entering into a transaction each Business Day with the Gold Delivery Provider. The terms of this transaction are set forth in a written contract between the Fund and the Gold Delivery Provider referred to as the “Gold Delivery Agreement.” Pursuant to the terms of the Gold Delivery Agreement, the Fund delivers Gold Bullion to, or receives Gold Bullion from, the Gold Delivery Provider each Business Day. The amount of Gold Bullion transferred approximates the performance of the Fund’s holdings of Gold Bullion as though they had been denominated in the Reference Currencies in the proportions in which the Reference Currencies are reflected in the Index. In general, if there is a currency gain ( i.e ., the value of the USD against the Reference Currencies increases), the Fund receives Gold Bullion. In general, if there is a currency loss ( i.e., the value of the USD against the Reference Currencies decreases), the Fund delivers Gold Bullion. In this manner, the amount of Gold Bullion held by the Fund will be adjusted to reflect the daily change in the value of the Reference Currencies against the USD. The Gold Delivery Agreement requires Gold Bullion ounces equal to the value of the Gold Delivery Amount to be delivered to the custody account of the Fund or Gold Delivery Provider, as applicable.

The Fund does not intend to enter into any other Gold Bullion transactions other than with the Gold Delivery Provider as described in the Gold Delivery Agreement (except that Authorized Participants will deliver or receive Gold Bullion from the Fund in connection with the purchase or redemption of Creation Units and the Fund will sell Gold Bullion to cover Fund expenses), and the Fund does not intend to hold any Reference Currency or enter into any currency transactions.

Potential advantages of investing in the Shares include:

Ease and Flexibility of Investment . The Shares are listed and traded on NYSE Arca and provide institutional and retail investors with indirect access to the Gold Bullion market referenced in terms of the particular Reference Currencies. The Shares may be bought and sold on NYSE Arca and other securities exchanges like other exchange-listed securities. Retail investors may purchase and sell Shares through traditional brokerage accounts or other investment accounts. Through a single transaction, the Shares permit investors to achieve exposure to bullion and the specified Reference Currencies reflected in the Index. Unlike a dollar-denominated direct investment in gold or a dollar-denominated investment in a gold exchange-traded fund which does not provide exposure to a non-U.S. currency, an investor in the Fund is not required to engage in foreign exchange transactions in order to get exposure to gold in terms of a particular non- U.S. currency. Instead, an investor can gain such exposure through a single transaction, thereby avoiding the difficulty of engaging in such foreign exchange transactions.

Expenses . The Sponsor expects that, for many investors, costs associated with buying and selling the Shares in the secondary market and the payment of the Trust’s ongoing expenses will be lower than the combined costs associated with (i) buying and selling Gold Bullion and storing and insuring Gold Bullion in a traditional allocated account, and (ii) entering into a foreign exchange transaction to get exposure to gold in terms of the particular Reference Currencies reflected in the Index.

Reduced Counterparty Risk . Unlike a product that derives its exposure from unsecured or partially secured derivative instruments for substantial periods of time, the Fund will get exposure to gold in Reference Currency terms by (i) holding all Gold Bullion held by the Fund in the Fund’s allocated account, and (ii) only taking standard two-day settlement risk on the relatively small amount of Gold Bullion owed to the Fund from the Gold Delivery Provider due to changes in the prices of the Reference Currencies.

Portfolio Diversification . Gold has historically been seen as a potential portfolio diversifier in times of market stress. The Shares may help to diversify an investor’s portfolio because historically the Index has exhibited low to negative correlation with both equities and conventional bonds. Of course, there can be no guarantee these historical correlations will continue.

Transparency . The pricing of the Shares is transparent because Share prices will be published by the Listing Exchange and on the Sponsor’s website and, unlike other products that seek to provide investors with the performance of gold in terms of foreign currencies by engaging in active management to get foreign currency exposure, the Fund follows a passive index. The Index values and other key information about the Index will be publicly available.

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

OPERATION OF THE FUND

The following chart provides a simplified depiction of the operation of the Fund. Specifically, the chart illustrates that the Fund will operate in the following manner: (1) Shares of the Fund will be listed on a stock exchange and investors will buy and sell Shares of the Fund through broker-dealers and other intermediaries; (2) Authorized Participants will buy and sell Shares in the secondary market, largely in response to changing demand for Fund Shares; (3) Authorized Participants will create and redeem Shares for Gold Bullion (and small amounts of cash if necessary) at the NAV per Share; and (4) the Gold Delivery Provider will make and take delivery of Gold Bullion to and from the Fund to reflect changes in the value of the Fund’s Gold Bullion holdings in terms of the Reference Currencies making up the Index.

LOGO

PRINCIPAL OFFICES

The Fund’s office is located at 510 Madison Avenue, 9th Floor, New York, New York 10022 and its telephone number is 212-317-3800. The Sponsor’s office is located at 510 Madison Avenue, 9th Floor, New York, New York 10022 and its telephone number is 212-317-3800. The Trustee’s office is located at 2711 Centerville Rd, Wilmington, DE 19808. The Administrator’s office is located at 2 Hanson Place, Brooklyn, New York 11217. The Transfer Agent’s office is located at 2 Hanson Place, Brooklyn, New York 11217. The Custodian’s office is located at 125 London Wall, London EC2Y 5AJ. The Gold Delivery Provider’s office is located at JPMorgan Chase Bank, N.A., 383 Madison Avenue, 10th Floor, New York, New York 10017.

The Offering

Offering

The Shares represent units of fractional undivided beneficial interest in and ownership of the Fund.

Use of Proceeds

Proceeds received by the Fund from the issuance and sale of Creation Units, including the Creation Units issued to the Initial Purchaser, will consist of Gold Bullion deposits and, possibly from time to time, cash. During the life of the Fund such proceeds will only be (1) held by the Fund, (2) transferred by the Fund to or from the Gold Delivery Provider pursuant to the Gold Delivery Agreement, (3) disbursed or sold as needed to pay the Fund’s ongoing expenses and (4) distributed to Authorized Participants in connection with the redemption of Creation Units.

Proposed NYSE Arca Symbol

GGLD

CUSIP

Creation and Redemption

The Fund expects to issue and redeem the Shares from time to time, but only in large aggregations of Shares (typically 25,000 Shares) referred to as Creation Units. Creation Units may be created or redeemed only by Authorized Participants. The creation and redemption of Creation Units require the delivery to the Fund or the distribution by the Fund of the amount of Gold Bullion and cash, if any, represented by the Creation Units being created or redeemed. The dollar amount of a Creation Unit is a function of the NAV of the number of Shares included in the Creation Unit. The initial amount of Gold Bullion required for deposit with the Fund to create Shares is 10,000 ounces per Creation Unit. The number of ounces of Gold Bullion required to be delivered in exchange for a Creation Unit, or to be delivered by the Fund upon the redemption of a Creation Unit, will increase or decrease depending on (i) fluctuations in the price of gold and (ii) fluctuations in the value of the USD relative to the value of the Reference Currencies reflected in the Index. Authorized Participants will pay a transaction fee for each order to create or redeem Creation Units. Authorized Participants may sell the Shares included in the Creation Units they create to other investors. See the section “Operation of the Fund — Creation and Redemption of Shares” for more details.

Net Asset Value

The NAV of the Fund is the aggregate value of the Fund’s assets less its liabilities (which include estimated accrued but unpaid fees and expenses). The NAV of the Fund is calculated based on the price of gold per ounce held by the Fund applied against the number of ounces of gold owned by the Fund. The number of ounces of gold is adjusted up or down on a daily basis to reflect the USD value of currency gains or losses based on changes in the value of the Reference Currencies against the USD. The number of ounces of gold also reflects the amount of gold delivered into (or out of) the Fund on a daily basis by Authorized Participants creating and redeeming Shares. Except as otherwise described herein, in determining the NAV of the Fund, the Administrator generally will value the Gold Bullion held by the Fund on the basis of the LBMA Gold Price PM. If no LBMA Gold Price PM is made on a particular

evaluation day or if the LBMA Gold Price PM has not been announced by 12:00 p.m. New York time on a particular evaluation day, the next most recent LBMA Gold Price (AM or PM) is used in the determination of the NAV of the Trust, unless the Sponsor determines that such price is inappropriate to use as the basis for such determination. If the Sponsor determines that such price is inappropriate to use, it shall identify an alternate basis for evaluation of the Gold Bullion held by the Fund.

Although the Fund will not hold the Reference Currencies, the Gold Delivery Provider generally will value the Reference Currencies based on the rates in effect as of the WMR FX Fixing Time, which is generally 4:00 PM London Time, though other pricing sources may be used if this rate is delayed or unavailable. The Administrator will determine the NAV of the Fund on each day NYSE Arca is open for regular trading as of 4:00 PM Eastern Time, unless there is a Market Disruption Event (as defined herein) or Extraordinary Event (as defined herein).

The Administrator will also determine the NAV per Share, which equals the NAV of the Fund, divided by the number of outstanding Shares.

Purchases and Sales in the Secondary Market

The Shares of the Fund are expected to be listed on NYSE Arca and traded on NYSE Arca and other national securities exchanges.

Creation Units of Shares in the Fund may be created or redeemed only by Authorized Participants. It is expected that Creation Units in the Fund will be created when there is sufficient demand for Shares in the Fund as when, for example, the market price per Share is at a premium to the NAV per Share. Authorized Participants are expected to sell such Shares to the public at prices that are expected to reflect, among other factors, the intra-day value of gold and the Reference Currencies and the supply of and demand for Shares at the time of sale. Similarly, it is expected that Creation Units in the Fund will be redeemed when the market price per Share of such Fund is at a discount to the NAV per Share. Retail investors seeking to purchase or sell Shares on any day are expected to effect such transactions in the secondary market, on NYSE Arca or other national securities exchanges, at the market price per Share, rather than in connection with the creation or redemption of Creation Units.

The market price of the Shares of the Fund is not identical to the end-of-day NAV per Share. However, the market price per Share is expected to be close to the intra-day value of the Fund. Investors are able to use the indicative intra-day value per Share as a reference to help determine if they want to purchase or sell Shares in the secondary market. The indicative intra-day value per Share of the Fund is based on the prior day’s final NAV, adjusted four times per minute throughout the trading day to reflect the continuous estimated price changes of the Fund’s investments in gold and the value of the Reference Currencies to provide a continuously updated estimated NAV per Share. Retail investors may purchase

and sell Shares through traditional brokerage accounts or other intermediaries. Purchases or sales of Shares may be subject to customary brokerage commissions and other transaction charges. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

Fund Expenses

The Fund’s only ordinary recurring expenses are expected to be the Sponsor’s fee of % of the NAV of the Fund. Fund expenses will reduce the NAV of the Fund.

Sponsor Fees

The Sponsor will receive an annual fee equal to % of the daily NAV of the Fund. In return, the Sponsor will be responsible for the payment of the ordinary fees and expenses of the Fund, including the Administrator’s fee, the Custodian’s fee, the Gold Delivery Provider’s fee and the Index Provider’s fee, regardless of whether the ordinary expenses of the Fund exceed % of the daily NAV of the Fund.

Gold Delivery Agreement

The Gold Delivery Agreement is an agreement between the Fund and the Sponsor pursuant to which Gold is delivered to or from the Fund to reflect the Fund’s currency gains and losses. The amount of Gold delivered is based on the Index. The Index reflects certain embedded transaction costs, which the Sponsor estimates based on historical data to be less than basis points.

Voting Rights

Shareholders have no voting rights except as the Sponsor may consider desirable and so authorize in its sole discretion.

Termination Events

The Sponsor may terminate and liquidate the Fund or the Trust for any reason in its sole discretion. The Sponsor would likely terminate and liquidate the Fund if one of the following events occurs:

DTC, the securities depository for the Shares, is unwilling or unable to continue as the securities depository for the Shares and the Sponsor determines that no suitable replacement is available;

The Shares are de-listed from NYSE Arca and are not listed for trading on another U.S. national securities exchange within five Business Days from the date the Shares are de-listed; or

The Trust fails to qualify for treatment, or ceases to be treated, for U.S. federal income tax purposes, as a grantor trust.

For additional information relating to resignation of the Custodian, termination of the Index License Agreement and termination of the Gold Delivery Agreement, see “Risk Factors — Risks Relating to the Fund’s Operations — Risks Related to the Custodian — Resignation of the Custodian would likely lead to the termination of the Fund if no successor is appointed,” “Risk Factors — Risks Related to the Fund’s Operations — Risks Relating to the Fund — Loss of intellectual property rights related to the Fund, or competing claims over ownership of those rights, could adversely affect the Fund and an investment in the Shares” and “Risk Factors — Risks Related to the Fund’s Operations — Risks Relating to the Gold Delivery Provider,” respectively.

Upon the termination of the Fund, the Sponsor will, within a reasonable time after the termination of the Fund, sell all of the Gold Bullion not already distributed to Authorized Participants redeeming Creation Units, if any, and, after paying or making provision for the Fund’s liabilities, distribute the proceeds to the Shareholders. See “The Declaration of Trust — Termination of the Trust.”

Authorized Participants

Creation Units may be created or redeemed only by Authorized Participants. Each Authorized Participant must (1) be 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) be a DTC Participant, (3) have entered into an agreement to create and redeem Fund Shares, referred to as a “Participant Agreement,” and (4) have established an unallocated Gold Bullion account with the Custodian, or the Authorized Participant Unallocated Account. The Participant Agreement provides the procedures for the creation and redemption of Creation Units and for the delivery of Gold Bullion and cash, if any, required for such creations or redemptions. A list of the current Authorized Participants can be obtained from the Administrator or the Sponsor. See “Creation and Redemption of Shares” for more details.

Clearance and Settlement

The Shares will be evidenced by global certificates that the Trust issues to DTC. The Shares are available only in book-entry form. Shareholders may hold their Shares through DTC, if they are DTC Participants, or indirectly through entities that are DTC Participants.

SUMMARY OF FINANCIAL CONDITION

As of the initial seed date of the Fund on , 2015, the NAV of the Fund, which is based on the value of the Gold Bullion deposited into the Fund in exchange for the Seed Creation Units, was $ and the NAV per Share was $ . See “Statement of Financial Condition” elsewhere in this prospectus.

Risk Factors

You should consider carefully the risks described below before making an investment decision. You should also refer to the other information included in this prospectus, including the Fund’s financial statements and the related notes.

RISKS RELATED TO AN INVESTMENT IN SHARES

RISKS RELATED TO GOLD AND THE REFERENCE CURRENCIES

The value of the Shares relates directly to the value of the gold and the value of the Reference Currencies against the USD. Fluctuations in the price of gold and/or the value of the Reference Currencies could materially adversely affect an investment in the Shares.

The Shares are designed to closely mirror the performance of the price of gold in terms of the Reference Currencies, and the value of the Shares relates directly to the value of the gold and the value of the Reference Currencies against the USD , less the Fund’s liabilities (including estimated accrued expenses and the transaction costs embedded in the Gold Delivery Agreement). The price of gold and the price of each Reference Currency against the USD have fluctuated widely over the past several years.

Several factors may affect the price of gold, including but not limited to:

Global gold supply and demand, which is influenced by such factors as forward selling by gold producers, purchases made by gold producers to unwind gold hedge positions, central bank purchases and sales, and production and cost levels in major gold-producing countries such as South Africa, China, the United States and Australia.

A significant change in the attitude of speculators and investors toward gold. Should the speculative community take a negative view toward gold, it could cause a decline in world gold prices, negatively impacting the price of the Shares.

A significant increase in gold hedging activity by gold producers. Should there be an increase in the level of hedge activity of gold producing companies, it could cause a decline in world gold prices, adversely affecting the price of the Shares.

Global or regional political, economic or financial events and situations.

Investors’ expectations with respect to the rate of inflation.

Currency exchange rates.

A widening of interest rate differentials between the cost of money and the cost of gold could negatively affect the price of gold , which, in turn, could negatively affect the price of the shares.

A combination of rising money interest rates and a continuation of the current low cost of borrowing gold could improve the economics of selling gold forward. This could result in an increase in hedging by gold mining companies and short selling by speculative interests, which would negatively affect the price of gold. Under such circumstances, the price of the shares would be similarly affected.

Investment and trading activities of hedge funds and commodity funds.

If gold markets continue to be subject to sharp fluctuations, this may result in potential losses if you need to sell your Shares at a time when the price of gold is lower than it was when you made your investment. Even if you are able to hold Shares for the long-term, you may never experience a profit, since gold markets have historically experienced extended periods of flat or declining prices, in addition to sharp fluctuations.

In addition, investors should be aware that there is no assurance that gold will maintain its long-term value in terms of purchasing power in the future. In the event that the price of gold declines, the Sponsor expects the value of an investment in the Shares to decline proportionately.

Risk Factors

Several factors may affect the value of the Reference Currencies or the USD and, in turn, the amount of Gold Bullion to be transferred in and out of the Fund pursuant to the Gold Delivery Agreement, including, but not limited to:

Debt level and trade deficit of the U.S. and the relevant non-U.S. countries;

Inflation rates of the United States and the relevant non-U.S. countries and investors’ expectations concerning inflation rates;

Interest rates of the United States and the relevant non-U.S. countries and investors’ expectations concerning interest rates;

Global or regional political, economic or financial events and situations;

Sovereign action to set or restrict currency conversion;

Monetary policies and other related activities of central banks within the U.S. and other relevant foreign markets; and

Global investment and spending patterns.

These factors interrelate in complex ways. The effect of one factor on the market value of the Fund may offset or enhance the effect of another factor. In addition, the impact of changes in the value of a currency will affect investors differently depending upon the Reference Currencies in which such investors invest. Daily increases in the value of a Reference Currency against the USD will negatively impact the daily performance of Shares of the Fund. Conversely, daily decreases in the value of a Reference Currency against the USD will positively impact the daily performance of Shares of the Fund.

Future governmental decisions may have a significant impact on the price of gold and the value of the Reference Currencies, which may result in a significant decrease or increase in the value of the net assets and the net asset value of the Fund.

Generally, gold prices reflect the supply and demand of available gold. Governmental decisions, such as the executive order issued by the President of the United States in 1933 requiring all persons in the United States to deliver gold to the Federal Reserve or the abandonment of the gold standard by the United States in 1971, have been viewed as having a significant impact on the supply and demand of gold and the price of gold. Future governmental decisions may have an impact on the price of gold, and may result in a significant decrease or increase in the value of the net assets and the net asset value of the Fund.

Governmental intervention with respect to a particular country’s currency can have a significant impact on the value of such currency. For example, in July 2005, the Chinese government began to permit the Renminbi to float against the USD, which was a shift from the country’s previous policy to the managed floating exchange rate regime, which is still in effect. Moreover, even after shifting to the managed floating exchange rate regime, the People’s Bank of China continues to intervene in the foreign exchange market by buying USDs against the Renminbi. In addition, countries may also devalue their currency. Venezuela, for example, devalued its currency, the Venezuelan bolívar, in 2010, 2013 and 2014. It cannot be predicted whether governmental intervention regarding a country’s currency will occur, and in cases in which it does occur, it is unknown what impact the intervention will have on a country’s currency. China and Venezuela are used as examples only; neither the Renminbi nor the Venezuelan bolívar is a Reference Currency.

The sale of the Fund’s Gold Bullion to pay expenses at a time of low gold prices or at a time when the value of a Reference Currency is increasing against the USD could adversely affect the value of the Shares.

The Sponsor will sell Gold Bullion to pay Fund expenses on an as-needed basis irrespective of then-current gold prices or currency valuations. The Fund is not actively managed and no attempt will be made to buy or sell gold to protect against or to take advantage of fluctuations in the price of gold or the value of currencies. Consequently, the Fund’s gold may be sold or delivered out of the Fund at a time when the gold price is low, or at a time when the value of a Reference Currency is increasing against the USD, resulting in a negative effect on the value of the Shares.

Risk Factors

RISKS RELATED TO GOLD

The international gold market has experienced historically high trading prices at different times. If such historically high trading prices for gold are not sustained, there could be significant decreases in the value of gold and therefore the net asset value of the Fund.

Prices in the international gold market last reached historically high levels in 2011. Although the price of physical gold has dropped significantly since then, going forward gold could again attain historically high price levels. If that were to occur, an adverse development with respect to one or more factors such as global gold supply and demand, investors’ inflation expectations, exchange rate volatility and interest rate volatility may lead to a decrease in Gold Bullion trading prices. A decline in prices of gold would have a negative impact on the net asset value of the Fund.

Substantial sales of gold by the official sector could adversely affect an investment in the Shares.

The official sector consists of central banks, other governmental agencies and multi-lateral institutions that buy, sell and hold gold as part of their reserve assets. The official sector holds a significant amount of gold, most of which is static, meaning that it is held in vaults and is not bought, sold, leased or swapped or otherwise mobilized in the open market. Since 1999, most sales have been made in a coordinated manner under the terms of the Central Bank Gold Agreement, as amended, under which 18 of the world’s major central banks (including the European Central Bank) agree to limit the level of their gold sales and lending to the market. See “Overview of The Gold Industry — Sources of Gold Supply” for more details. In the event that future economic, political or social conditions or pressures require members of the official sector to liquidate their gold assets all at once or in an uncoordinated manner, the demand for gold might not be sufficient to accommodate the sudden increase in the supply of gold to the market. Consequently, the price of gold could decline significantly, which would adversely affect an investment in the Shares.

Crises may motivate large-scale sales of gold which could decrease the price of gold and adversely affect an investment in the Shares.

The possibility of large-scale distress sales of gold in times of crisis may have a negative impact on the price of gold and adversely affect an investment in the Shares. For example, the 2008 financial credit crisis resulted in significantly depressed prices of gold largely due to forced sales and deleveraging by institutional investors such as hedge funds and pension funds. Crises in the future may impair gold’s price performance which would, in turn, adversely affect an investment in the Shares.

Purchasing activity in the gold market associated with the delivery of Gold Bullion to the Fund in exchange for Creation Units may cause a temporary increase in the price of gold. This increase may adversely affect an investment in the Shares.

Purchasing activity associated with acquiring the Gold Bullion required for deposit into the Fund in connection with the creation of Creation Units may temporarily increase the market price of gold, which would likely result in higher prices for the Shares. Temporary increases in the market price of gold may also occur as a result of the purchasing activity of other market participants. Other market participants may attempt to benefit from an increase in the market price of gold that may result from increased purchasing activity of gold connected with the issuance of Creation Units. Consequently, the market price of gold may decline immediately after Creation Units are created. If the price of gold declines, it will have a negative impact on the value of the Shares.

The price of gold may be affected by the sale of gold by exchange traded funds, or ETFs, or other exchange traded vehicles tracking gold markets.

To the extent existing ETFs, or other exchange traded vehicles tracking gold markets, represent a significant proportion of demand for physical Gold Bullion, large redemptions of the securities of these ETFs or other exchange traded vehicles could negatively affect physical Gold Bullion prices and the price and NAV of the Shares.

Risk Factors

The value of the Gold Bullion held by the Fund will be determined using the recently established LBMA Gold Price PM. Potential discrepancies in the calculation of the LBMA Gold Price PM, as well as any future changes to the LBMA Gold Price PM, could impact the value of the Gold Bullion held by the Fund and could have an adverse effect on the value of a methodology used to calculate the investment in the Shares.

The LBMA Gold Price is determined twice each Business Day (10:30 a.m. and 3:00 p.m. London time) by the participants in a physically settled, electronic and tradable auction administered by the IBA. The IBA oversees a bidding process that determines the price of gold by matching buy and sell orders submitted by the participants for the applicable auction time. The net asset value of the Trust is determined each day that the Trust’s principal market, NYSE Arca, is open for regular trading, using the 3:00 p.m. LBMA Gold Price, which is commonly referred to as the LBMA Gold Price PM. If the LBMA Gold Price PM has not been announced by 12:00 p.m. New York time on a particular evaluation day, the next most recent LBMA Gold Price (AM or PM) is used in the determination of the net asset value of the Trust. While the Trust, the Sponsor, and the Trustee do not participate in establishing the LBMA Gold Price PM, JPMorgan Chase Bank, N.A. is a direct participant in establishing the LBMA Gold Price PM. The LBMA Gold Price PM replaced the London PM Gold Fix on March 20, 2015 and is expected to become a widely used benchmark for daily gold prices.

In the event that the LBMA Gold Price PM does not prove to be an accurate benchmark, and the LBMA Gold Price PM varies materially from the price determined by other mechanisms, the net asset value of the Trust and the value of an investment in the Shares could be adversely impacted. The LBMA Gold Price PM is a new benchmark. Any future developments in the benchmark, to the extent they have a material impact on the LBMA Gold Price PM, could adversely impact the net asset value of the Trust and the value of an investment in the Shares. Further, the calculation of the LBMA Gold Price PM is not an exact process. Rather it 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 gold at particular prices. The LBMA Gold Price PM does not therefore purport to reflect each buyer or seller of gold in the market, nor does it purport to set a definitive price for gold at which all orders for sale or purchase will take place on that particular day or time. All orders placed into the auction process by the participants will be executed on the basis of the price determined pursuant to the LBMA Gold Price PM auction process (provided that orders may be cancelled, increased or decreased while the auction is in progress). 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 PM on any given date. Furthermore, if a perception were to develop that the new LBMA Gold Price PM is vulnerable to manipulation attempts, or if the proceedings surrounding the determination and publication of the LBMA Gold Price PM were seen by the markets as unfair, biased or otherwise compromised, 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 the 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.

If concerns about the integrity or reliability of the LBMA Gold Price PM arise, even if eventually shown to be without merit, such concerns could adversely affect investor interest in gold and therefore adversely affect the price of gold and the value of an investment in the Shares. Because the net asset value of the Trust is determined using the LBMA Gold Price PM, discrepancies in or manipulation of the calculation of the LBMA Gold Price PM could have an adverse impact on the value of an investment in the Shares. Furthermore, any concern about the integrity or reliability of the pricing mechanism could disrupt trading in gold and products using the LBMA Gold Price PM, such as the Shares. In addition, these concerns could potentially lead to both changes in the manner in which the LBMA Gold Price PM is calculated and/or the discontinuance of the LBMA Gold Price PM altogether. Each of these factors could lead to less liquidity or greater price volatility for gold and products using the LBMA Gold Price PM, such as the Shares, or otherwise could have an adverse impact on the trading price of the Shares.

Risk Factors

Because the Fund invests only in gold, an investment in the Fund may be more volatile than an investment in a more broadly diversified portfolio.

The Fund invests only in gold. As a result, the Fund’s holdings are not diversified. Accordingly, the Fund’s net asset value may be more volatile than another investment vehicle with a more broadly diversified portfolio and may fluctuate substantially over short or long periods of time. The price of gold can be volatile because gold is comparatively less liquid than other commodities. Fluctuations in the price of gold are expected to have a direct impact on the value of the shares.

An investment in the Fund may be deemed speculative and is not intended as a complete investment program. An investment in Shares should be considered only by persons financially able to maintain their investment and who can bear the risk of loss associated with an investment in the Fund. Investors should review closely the objective and strategy and redemption provisions of the Fund, as discussed herein, and familiarize themselves with the risks associated with an investment in the Fund.

An investment in the Shares may be adversely affected by competition from other methods of investing in gold.

The Fund competes with other financial vehicles, including traditional debt and equity securities issued by companies in the gold industry and other securities backed by or linked to gold, direct investments in gold and investment vehicles similar to the Fund. 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 gold directly, which could limit the market for the Shares and reduce the liquidity of the Shares.

RISKS RELATED TO THE REFERENCE CURRENCIES

Currency exchange rates can be volatile and difficult to predict. This volatility could materially and adversely affect the performance of the Shares.

Currency exchange rates are influenced by the factors identified above and may also be influenced by, among other things: changing supply and demand for a particular currency; monetary policies of governments (including exchange control programs, restrictions on local exchanges or markets and limitations on foreign investment in a country or on investment by residents of a country in other countries); changes in balances of payments and trade; trade restrictions; and currency devaluations and revaluations. Also, governments from time to time intervene in the currency markets, directly and by regulation, in order to influence prices directly. These events and actions are unpredictable. The resulting volatility in the USD/foreign currency exchange rate could materially and adversely affect the performance of the Shares.

The value of any currency, including the Reference Currencies, relative to the USD may be affected by complex political and economic factors.

The exchange rate of each Reference Currency in terms of the USD is subject at any moment to the supply and demand for the currencies, and changes in the exchange rates result over time from the interaction of many factors directly or indirectly affecting economic and political conditions in the various countries, including economic and political developments in other countries. Currency exchange rates may be particularly affected by the relative rates of inflation, interest rate levels, balance of payments and the extent of governmental surpluses or deficits in non-U.S. countries and in the United States, all of which are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of such non-U.S. countries, the United States and other countries important to international trade and finance.

Governments may use a variety of techniques, such as intervention by the central bank or imposition of regulatory controls or taxes, to affect the exchange rates of their respective currencies. They also may issue a new currency to replace an existing currency or alter the exchange rate or relative exchange characteristics by devaluation or revaluation of a currency. The liquidity and trading value of the currencies could be affected by the actions of governments, which could change or interfere with theretofore freely determined currency valuation, fluctuations in response to other market forces and the movement of currencies across borders.

Risk Factors

The currency market is a global, around-the-clock market. Therefore, the hours of trading for the Shares will not always conform to the hours during which non-U.S. currencies and USDs are traded. Significant price and rate movements may take place in the underlying foreign exchange markets that will not be reflected immediately in the price of the Shares.

Substantial purchases of a Reference Currency by the official sector could adversely affect an investment in the Shares.

The official sector holds a significant amount of various foreign currencies that can be mobilized in the open market. In the event that future economic, political or social conditions or pressures require members of the official sector to purchase a specific foreign currency simultaneously or in an uncoordinated manner, the supply for such currency might not be sufficient to accommodate the sudden increase in the demand of the currency to the market. Consequently, the price of a Reference Currency could increase, which would adversely affect an investment in the Shares.

Because the value of the Fund relates to the prices of the Reference Currencies, which are determined using the WMR Fix, potential discrepancies in, or manipulation of, the calculation of the WMR Fix could impact the value of the Reference Currencies and could have an adverse effect on the value of an investment in the Shares.

Any discrepancies in, or manipulation of, the calculation of the WMR Fix could have an adverse impact on the value of an investment in the Shares. Furthermore, concerns about the integrity or reliability of the pricing mechanism could disrupt trading in the Reference Currencies and products using the WMR Fix, such as the Shares. In addition, these concerns could potentially lead to both changes in the manner in which the WMR Fix is calculated and/or the discontinuance of the WMR Fix altogether. Each of these events could lead to less liquidity or greater price volatility for the Reference Currencies and products using the WMR Fix, such as the Shares, or otherwise could have an adverse impact on the trading price of the Shares. The use of an alternative indicator for the price of the Reference Currencies could result in materially different pricing of the Gold Bullion in the Trust, which could result in materially different valuations of the Trust’s Shares. Future changes to, or the discontinuance of, the WMR Fix may have a material effect on the Trust’s operations, including the creation or redemption of Shares, or the trading price of Shares.

RISKS RELATED TO THE INDEX

The Index is calculated without regard to the Fund. The Index Provider does not have any obligation to the Fund or its Shareholders other than as set forth in the Index License Agreement.

The Index is calculated without regard to the Fund. There is no assurance that the Index Provider will compile the Index accurately, or that the Index will be determined, composed or calculated accurately. The Index Provider does not have any obligation to take the needs of the Fund or its Shareholders into account when calculating the Index or making changes to the Index other than as set forth in the Index License Agreement. While the Index Provider does provide descriptions of what the Index is designed to achieve, the Index Provider does not provide any warranty or accept any liability in relation to the quality, accuracy or completeness of data in respect of its indices, and does not guarantee that the Index will be in line with the described index methodology.

The Fund is designed to track the performance of the Index regardless of whether the Index is increasing or decreasing in value. Consequently, the Fund does not provide any warranty or guarantee for the performance of the Index or warranty or guaranty against Index Provider errors. Errors in respect of the calculation, quality, accuracy and completeness of the Index or the data used to calculate the Index may occur from time to time and may not be identified and corrected for a period of time, if at all. Gains, losses or costs associated with the performance of the Index and Index Provider errors generally will be borne by the Fund and its shareholders and could have a material negative impact on the performance of the Index and the Fund.

Risk Factors

Under certain limited circumstances, the Calculation Agent for the Index has discretion in relation to the Index and is under no obligation to consider your interests as holder of the Shares.

Thomson Reuters acts as the Calculation Agent (Calculation Agent) of the Index and is responsible for calculating and maintaining the official closing levels of the Index, maintaining the Index and developing the guidelines and policies governing its composition and calculation. The rules governing the Index may be amended at any time by Thomson Reuters, in its sole discretion, and the rules also permit the use of discretion by Thomson Reuters in relation to the Index in specific instances, including but not limited to the determination of the levels to be used in the event of market disruptions that affect its ability to calculate and publish the levels of the Index and the interpretation of rules governing the Index.

In addition, following the occurrence of certain extraordinary events, as described under “Market Disruption Events and Extraordinary Events,” the Calculation Agent for the Index has discretion, acting in good faith and in a commercially reasonable manner, to use different pricing sources on a specific date of its choosing in the event of certain extraordinary events, such as certain changes in law, or where it is reasonably necessary to do so to reflect the purpose of the Index. Unlike other indices, the maintenance of the Index is not governed by an independent committee.

Although the Calculation Agent for the Index will make all determinations and take all action in relation to the Index acting in good faith and a commercially reasonable manner, it should be noted that such discretion could have an impact, positive or negative, on the closing level of the Index. The Calculation Agent for the Index is under no obligation to consider your interests as a holder of the Shares in taking any actions that might affect the value of your Shares.

The Index does not represent a gross-return benchmark for the Fund because the level of the Index will reflect notional transactional costs associated with buying and selling gold and the Reference Currencies.

One way in which the Index may differ from a typical benchmark index is that its level will reflect pre-determined bid and ask spreads for gold, spot currency, and T/N Forward trades. For example, if the Index is notionally buying gold or a currency position, the Index will reference the specified ask price associated with gold or such currency position, and if the Index is notionally selling gold or a currency position, the Index will reference the specified bid price associated with gold or such currency position. As a result of these bid and ask prices, the level of the Index will trail the value of a hypothetical identically constituted synthetic portfolio from which no such embedded costs are deducted.

The Index is described as a “notional” or “synthetic” portfolio or strategy.

The Index’s exposures to the Gold Price and the Reference Currencies are purely notional and will exist solely in the records maintained by or on behalf of the Calculation Agent for the Index. There is no actual portfolio of assets to which any person is entitled or in which any person has any ownership interest. Consequently, you will not have any claim against any of the reference assets reflected in the Index.

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

The Index has been calculated on a “live” basis since . Therefore, the Index has limited operating history. Any back-testing or similar analysis performed by any person in respect of the Index has inherent limitations and should be considered illustrative only. Past performance is not indicative of future performance and is no guarantee of future results.

The Index may be removed or replaced if certain extraordinary events occur.

Following the occurrence of certain extraordinary events, as described under “Market Disruption Events and Extraordinary Events,” the Index may cease calculation or use different pricing sources. You should realize that changing pricing sources may affect the performance of the Index, and therefore, the return on the Shares, as the replacement pricing sources may result in significantly better or worse performance of the Fund than the original pricing sources.

Risk Factors

The Reference Currencies may change on a tri-annual basis in accordance with the Index’s methodology that references a foreign exchange liquidity survey calculated by the Bank of International Settlements.

Every three years, the Index will have new currency weights and may reference new currencies because the weights of the Index are based on a foreign exchange liquidity survey calculated and published by the Bank of International Settlements every three years. New currencies or different weights may increase the risk associated with owing Shares in the Fund. The Sponsor will not be required to seek the consent of shareholders if such a change is introduced, and such change may negatively impact the performance of the Shares.

RISKS RELATED TO THE FUND

The Fund is a passive investment vehicle. It is not actively managed and is designed to track the Index during periods in which the Index is flat or declining as well as when the Index is rising. This means that the value of the Shares may be adversely affected by Fund losses that, if the Fund had been actively managed, it might have been possible to avoid.

The Fund is not actively managed. This means that the Fund does not manage its portfolio in order to sell Gold Bullion at times when its price is high, or acquire Gold Bullion at low prices in the expectation of future price increases. It also means that the Fund does not make use of any of the hedging techniques available to professional gold investors to attempt to reduce the risks of losses resulting from gold price decreases. The Fund does not attempt to manage or hedge currency gains or losses. Moreover, transfers of Gold Bullion into or out of the Fund pursuant to the Gold Delivery Agreement are not offset by Fund purchases or sales of Gold Bullion in anticipation of or in response to changes in foreign exchange rates. Any losses sustained by the Fund will adversely affect the value of the Shares.

The Fund’s performance may deviate from changes in the levels of its Index.

Although the objective of the Fund is to track the performance of the Index, less fees and expenses, the Fund’s performance will not replicate the performance of the Index for a number of reasons. Fund fees, expenses and transaction costs that are not assessed at the Index level will have a negative impact on the Fund’s performance and create tracking error between the Fund and the Index. In addition, the Gold Delivery Amount is calculated using a methodology that is intended to be equivalent to the methodology used to calculate the Index, but the Gold Delivery Amount is not calculated by reference to the value of the Index. The Gold Delivery Amount is calculated by the Gold Delivery Provider, while the Index is calculated by the Index Provider. The methodologies used to calculate the Gold Delivery Amount and the Index include complicated mathematical calculations and, in the event of a disruption in the relevant markets or the occurrence of other unusual events, these methodologies allow the exercise of discretion by the Gold Delivery Provider and the Index Provider, respectively. No assurance can be given that the Gold Delivery Provider, in calculating the Gold Delivery Amount, and the Index Provider, in calculating the Index, will produce equivalent results, particularly in the event of a disruption in the relevant markets or the occurrence of other unusual events. Furthermore, the failure of the Gold Delivery Provider to perform its obligations under the Gold Delivery Agreement, the failure of the Index Provider to calculate the Index in accordance with the Index methodology or other unusual circumstances may also create tracking error between the Fund and the Index.

The costs inherent in buying or selling Fund shares may detract significantly from investment results.

Buying or selling Fund shares on an exchange involves two types of costs that apply to all securities transactions effectuated on an exchange. When buying or selling shares of the Fund through a broker or other intermediary, you will likely incur a brokerage commission or other charges imposed by that broker or intermediary. In addition, you may incur the cost of the “spread,” that is, the difference between what investors are willing to pay for Fund shares (the “bid” price) and the price at which they are willing to sell Fund shares (the “ask” price). Because of the costs inherent in buying or selling Fund shares, frequent trading may detract significantly from investment results and an investment in Fund shares may not be advisable for investors who anticipate regularly making small investments.

Risk Factors

Because of the Fund’s expenses a Share in the Fund will need to realize a return of % in the first year for the value of a Share at the end of the first year to equal the initial price of a Fund Share.

The Fund pays the Sponsor the Sponsor’s Fee, which accrues daily at an annualized rate of % of the Net Asset Value of the Fund, payable by the Fund monthly in arrears. Based on the Sponsor’s fee of % on an annualized basis the Fund will need to realize a return of % in the first year for the value of a share at the end of the first year to equal the initial selling price (not including any customary brokerage commissions or other fees charged to intermediaries). Consequently, if the initial selling price of a Share is $ , the Fund will need to realize a return of % in the first year for the value of a share at the end of the first year to equal the initial selling price.

The lack of an active trading market or a halt in trading of the Shares of the Fund may result in losses on investment at the time of disposition of the Shares.

Although the Shares will be listed for trading on NYSE Arca, it cannot be assumed that an active trading market for the Shares will develop. If an investor needs to sell Shares at a time when no active market for Shares exists, or there is a halt in trading of securities generally or of the Shares, this will most likely adversely affect the price the investor receives for the Shares (assuming the investor is able to sell them).

The Shares may trade at a price which is at, above or below the NAV per Share and any discount or premium in the trading price relative to the NAV per Share may widen as a result of non-concurrent trading hours between the COMEX division of the New York Mercantile Exchange, or the COMEX, and NYSE Arca.

The Shares may trade at, above or below the NAV per Share. The NAV per Share fluctuates with changes in the market value of the Fund’s assets. The trading price of the Shares fluctuates in accordance with changes in the NAV per Share as well as market supply and demand. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between the COMEX and NYSE Arca. While the Shares trade on NYSE Arca until New York time, liquidity in the global gold market may be reduced after the close of the COMEX at 1:30 PM New York time. As a result, after 1:30 p.m. New York time, trading spreads, and the resulting premium or discount, on the Shares may widen.

However, because shares can be created and redeemed in Creation Units at NAV (unlike shares of many closed-end funds, which frequently trade at appreciable discounts from, and sometimes at premiums to, their NAVs), the Sponsor believes that large discounts or premiums to the NAV of the Fund are not likely to be sustained over the long term. While the creation/redemption feature is designed to make it more likely that the Fund’s shares normally will trade on stock exchanges at prices close to the Fund’s next calculated NAV, exchange prices are not expected to correlate exactly with the Fund’s NAV due to timing reasons, supply and demand imbalances and other factors. In addition, disruptions to creations and redemptions, including disruptions at market makers or Authorized Participants, or to market participants or during periods of significant market volatility, may result in trading prices for shares of the Fund that differ significantly from its NAV.

If the process of creation and redemption of Creation Units encounters any unanticipated difficulties, the possibility for arbitrage transactions intended to keep the price of the shares closely linked to the price of gold and the Reference Currencies may not exist and, as a result, the price of the Shares may fall.

If the process for the creation and redemption of shares by Authorized Participants (which depends on, among other things, timely transfers of Gold Bullion to and by the Custodian) encounter any unanticipated difficulties, potential market participants who would otherwise be willing to purchase or redeem Creation Units to take advantage of arbitrage opportunities may not do so. If this is the case, the liquidity of the Shares may decline and the price of the Shares may fluctuate independently of the price of gold and may fall.

Risk Factors

The amount of gold represented by each Share will decrease when the Fund’s Gold Bullion is sold to pay the Sponsor’s Fee and any other Fund expenses. Without increases in the price of gold and/or decreases in the prices of the Reference Currencies sufficient to compensate for this decrease, the price of the Shares will decline and you will lose money on your investment in Shares.

The Fund may be subject to certain liabilities (for example, as a result of litigation) which have not been assumed by the Sponsor. The Fund will sell Gold Bullion to pay those expenses, unless the Sponsor agrees to pay such expenses out of its own pocket.

To the extent the Fund sells Gold Bullion to cover expenses or liabilities, the amount of Gold Bullion represented by each Share will decrease. New deposits of Gold Bullion, received in exchange for new Shares issued by the Fund, would not reverse this trend. A decrease in the amount of Gold Bullion represented by each Share results in a decrease in the price of a Share even if the price of Gold Bullion has not changed. To retain the Share’s original price, the price of gold would have to increase and/or the prices of the Reference Currencies would have to decrease. Without those beneficial price changes, the lesser amount of Gold Bullion represented by the Share will have a correspondingly lower price. If these increases/decreases do not occur, or are not sufficient to counter the lesser amount of Gold Bullion represented by each Share, you will sustain losses on your investment in Shares.

The Gold Delivery Amount on each Business Day will reflect pre-determined transactional costs associated with buying and selling gold and the Reference Currencies.

The Gold Delivery Amount on each Business Day reflects embedded costs based on each Business Day’s changing size of the Fund’s gold holdings, changing gold prices and changing values of the Reference Currencies. These embedded costs do not reflect actual transaction costs incurred by the Gold Delivery Provider. Actual costs incurred by the Gold Delivery Provider may be smaller or greater than the embedded costs reflected in the Gold Delivery Amount, and the Gold Delivery Provider assumes the benefit or risk associated with the difference between the embedded costs reflected in the Gold Delivery Amount and the Gold Delivery Provider’s actual costs. Because these costs are reflected in the Gold Delivery Amount, they will effectively be borne by the Fund and its Shareholders. The Gold Delivery Provider expects to earn a profit over time from the deduction of embedded costs that exceed its actual costs. It is possible that the Gold Delivery Provider will make a profit while the value of the Shares declines.

The value of the Shares could decline if unanticipated operational or trading problems arise.

There may be unanticipated problems or issues with respect to the mechanics of the Fund’s operations and the trading of the Shares that could have a material adverse effect on an investment in the Shares. In addition, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor’s past experience and qualifications may not be suitable for solving these problems or issues.

Market Disruption Events or Extraordinary Events could cause a disruption in the operation of the Index and/or the Fund and in secondary market trading of Shares.

From time to time, unexpected events may cause the operations of the Index and/or the Fund to be disrupted. These events are expected to be relatively rare, though there can be no guarantee they will not occur. These events are referred to as either “Market Disruption Events” or “Extraordinary Events” depending largely on their significance and potential impact to the Index and the Fund. The occurrence of any Market Disruption Event or Extraordinary Event could have a material adverse impact on the Index, the Fund, the trading of Shares and the value of an investment in the Shares. Examples of Market Disruption Events or Extraordinary Events include disruptions in the trading of gold or the Reference Currencies, as well as delays or disruptions in the publication of the LBMA Gold Price or the Reference Currency Prices. The occurrence of a Market Disruption Event or Extraordinary event may result in, among other things, (i) a disruption or change in the calculation of the Index or the Gold Delivery Amount, (ii) the suspension or cancellation of creation and redemption transactions and disruptions, and/or (iii) disruptions or halts in secondary market trading. Market Disruption Events and Extraordinary Events could also cause secondary market trading of Shares to be disrupted or halted for short or even long periods of time. To the extent trading continues during a Market

Risk Factors

Disruption Event or Extraordinary Event it is expected that trading would be more volatile and that Shares would trade at wider discounts or premiums to NAV. The occurrence of any Market Disruption Event or Extraordinary Event could have a material adverse impact on the Index and/or Fund and the performance of the Index and/or Fund.

RISKS RELATING TO THE FUND’S OPERATIONS

RISKS RELATED TO THE FUND

The Fund is exposed to various operational risks.

The Fund 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 Fund generally exculpates, and in some cases indemnifies, its counterparties 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 NYSE Arca, 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 its or its counterparties’ control. Accordingly, the Fund generally bears the risk of loss with respect to these unforeseen circumstances and events to the extent relating to the Fund or the Shares.

Although it is expected that the Fund’s direct counterparties will generally have disaster recovery or similar programs or safeguards in place to mitigate the effect of such unforeseen circumstances and events, these safeguards may not be in place for all parties whose activities may affect the performance of the Fund, and these safeguards, even if implemented, may not be successful in preventing losses associated with such unforeseen circumstances and events. Moreover, the systems and applications on which the Fund relies may not continue to operate as intended. In addition to potentially causing performance failures at, or direct losses to, the Fund, any such unforeseen circumstances and events or operational failures may further distract the counterparties or personnel on which the Fund relies, reducing their ability to conduct the activities on which the Fund 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 Fund to operate in more typical circumstances.

The Fund may be required to terminate and liquidate at a time that is disadvantageous to Shareholders.

If the Fund is required to terminate and liquidate, such termination and liquidation could occur at a time which is disadvantageous to Shareholders, such as when gold prices are lower than the gold prices at the time when Shareholders purchased their Shares. In such a case, when the Fund’s Gold Bullion is sold as part of the Fund’s liquidation, the resulting proceeds distributed to Shareholders will be less than if gold prices were higher at the time of sale.

Redemption orders are subject to rejection.

Any Redemption Order is subject to rejection by the Sponsor at the Sponsor’s sole discretion as set forth in the Participant Agreement.

Competing claims over ownership of intellectual property rights related to the Fund could adversely affect the Fund and an investment in the Shares.

While the Sponsor believes that all intellectual property rights needed to operate the Fund are owned by or licensed to the Sponsor or an affiliate or have been obtained, third parties may allege or assert ownership of intellectual property rights which may be related to the design, structure and operations of the Fund. To the extent any claims of such ownership are brought or any proceedings are instituted to assert such claims, the negotiation, litigation or settlement of such claims, or the ultimate disposition of such claims in a court of law if a suit is brought, may adversely affect the Fund and an investment in the Shares, for example, resulting in expenses or damages or the termination of the Fund. See “Legal Proceedings.”

Risk Factors

Loss of intellectual property rights related to the Fund, or competing claims over ownership of those rights, could adversely affect the Fund and an investment in the Shares.

While the Sponsor believes that all intellectual property rights needed to operate the Fund are owned by or licensed to the Sponsor or an affiliate or have been obtained, the Index Provider has the right to terminate the Index License Agreement. In addition, J.P. Morgan Securities plc, an affiliate of the Custodian and the Gold Delivery Provider, developed the strategy and methodology underlying the Index and has licensed to the Index Provider the right to use the strategy and methodology in connection with the Index. J.P. Morgan Securities plc similarly has the right to terminate its license to the Index Provider. The Sponsor would likely terminate and liquidate the Fund if the Index License Agreement is terminated and a replacement index in not licensed within days. No assurance can be given that the Sponsor would be able to find an acceptable replacement index. Furthermore, third parties may allege or assert ownership of intellectual property rights which may be related to the design, structure and operations of the Fund. To the extent any claims of such ownership are brought or any proceedings are instituted to assert such claims, the negotiation, litigation or settlement of such claims, or the ultimate disposition of such claims in a court of law if a suit is brought, may adversely affect the Fund and an investment in the Shares, for example, resulting in expenses or damages or the termination of the Fund. See “Legal Proceedings.”

RISKS RELATED TO THE SHARES

The Shares are a new securities product and their value could decrease if unanticipated operational or trading problems arise.

The mechanisms and procedures governing the creation, redemption and offering of the Shares, as well as procedures for transferring Gold Bullion into or out of the Fund pursuant to the Gold Delivery Agreement, have been developed specifically for this securities product. Consequently, there may be unanticipated problems or issues with respect to the mechanics of the Fund’s operations and the trading of the Shares that could have a material adverse effect on an investment in the Shares. In addition, although the Fund is not actively “managed” by traditional methods, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor’s past experience and qualifications may not be suitable for solving these problems or issues.

The liquidity of the Shares may be affected by the withdrawal of Authorized Participants and substantial redemptions by Authorized Participants.

In the event that one or more Authorized Participants that has substantial interests in the Shares withdraws from participation, the liquidity of the Shares will likely decrease, which could adversely affect the market price of the Shares. The liquidity of the Shares also may be affected by substantial redemptions by Authorized Participants related to or independent of the withdrawal from participation of Authorized Participants. In the event that there are substantial redemptions of Shares or one or more Authorized Participants with a substantial interest in the Shares withdraws from participation, the liquidity of the Shares will likely decrease which could adversely affect the market price of the Shares and result in your incurring a loss on your investment.

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

As interests in an investment trust, the Shares have none of the statutory rights normally associated with the ownership of shares of a corporation (including, for example, the right to bring “oppression” or “derivative” actions). In addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors and will not receive dividends). See “Description of the Shares” for a description of the limited rights of holders of Shares.

RISKS RELATED TO GOLD

The Fund’s Gold Bullion may be subject to loss, damage, theft or restriction on access.

There is a risk that some or all of the Fund’s Gold Bullion bars held by the Custodian or any subcustodian on behalf of the Fund could be lost, damaged or stolen. Access to the Fund’s Gold Bullion bars could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). Any of these events may adversely affect the operations of the Fund and, consequently, an investment in the Shares.

Risk Factors

The Fund may not have adequate sources of recovery if its Gold Bullion is lost, damaged, stolen or destroyed and recovery may be limited, even in the event of fraud, to the market value of the gold at the time the fraud is discovered.

Shareholders’ recourse against the Fund, the Administrator, the Trustee and the Sponsor under Delaware law, the Custodian under English law, and any subcustodians under the law governing their custody operations is limited. The Fund does not insure its Gold Bullion. The Custodian has agreed to maintain insurance in support of its custodial obligations under the Custodian Agreement, including covering any loss of gold, on such terms and conditions as it considers appropriate which does not cover the full amount of gold. The Custodian will give the Trust prior written notice of reduction, cancellation, or expiration of the insurance coverage. The Fund is not a beneficiary of any such insurance and does not have the ability to dictate the nature or amount of coverage. Therefore, Shareholders cannot be assured that the Custodian will maintain adequate insurance or any insurance with respect to the Gold Bullion held by the Custodian on behalf of the Fund. In addition, the Custodian and the Trust do not require any subcustodians to be insured or bonded with respect to their custodial activities or in respect of the Gold Bullion held by them on behalf of the Fund. Consequently, a loss may be suffered with respect to the Fund’s Gold Bullion which is not covered by insurance and for which no person is liable in damages.

The liability of the Custodian is limited under the Custodian Agreement. Under the Custodian Agreement, the Custodian is only liable for losses that are the direct result of negligence, bad faith, willful misfeasance, or reckless disregard on the part of the Custodian or that of any of its agents or subcustodians, in the performance of the services provided under the Custodian Agreement. Any such liability is further limited to the market value of the Gold Bullion bars held in the Trust Allocated Account and the amount of gold credited to the Trust Unallocated Account. The Custodian is only liable for losses suffered by an Authorized Participant or Shareholder that are the direct result of its own gross negligence, fraud or willful default in the performance of its duties under such agreement, and in no event will its liability exceed the market value of the balance in the Authorized Participant Unallocated Account at the time such gross negligence, fraud or willful default is discovered by the Custodian.

In addition, the Custodian will not be liable for any delay in performance or any non-performance of any of its obligations under the Custodian Agreement by reason of any present or future law or regulation of the United Kingdom or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or terrorism or other similar circumstances beyond the Custodian’s control. As a result, the recourse of the Trust or the investor, under English law, is limited. Furthermore, under English common law, the Custodian or any subcustodian will not be liable for any delay in the performance or any non-performance of its custodial obligations by reason of any cause beyond its reasonable control.

Gold Bullion bars may be held by one or more subcustodians appointed by the Custodian until it is transported to the Custodian’s vault premises. Under the Custodian Agreement, the use by the Custodian of any subcustodian does not relieve the Custodian of any of its responsibilities or liabilities under the Custodian Agreement. There are expected to be no written contractual arrangements between subcustodians that hold the Fund’s Gold Bullion bars and the Trust or the Custodian, because traditionally such arrangements are based on the LBMA’s rules and on the customs and practices of the London bullion market. In the event of a legal dispute with respect to or arising from such arrangements, it may be difficult to define such customs and practices. The LBMA’s rules may be subject to change outside the control of the Fund. Under English law, neither the Trust, nor the Custodian would have a supportable breach of contract claim against a subcustodian for losses relating to the safekeeping of gold. If the Fund’s Gold Bullion bars are lost or damaged while in the custody of a subcustodian, the Fund has only limited rights, and depending on the circumstances, may have no right to recover damages from the Custodian or the subcustodian.

The obligations of the Custodian under the Custodian Agreement and the Participant Unallocated Bullion Account Agreement are governed by English law. The Custodian may enter into arrangements with English subcustodians, which arrangements may also be governed by English law. The Trust is a Delaware statutory trust. Any United States, 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

Risk Factors

than statute), LBMA rules or the customs and practices in the London custody market. It may be difficult or impossible for the Fund to sue a subcustodian in a United States, Delaware or other court situated in the United States. In addition, it may be difficult, time consuming and/or expensive for the Trust to enforce in a foreign court a judgment rendered by a United States, Delaware or other court situated in the United States.

If the Fund’s Gold Bullion bars are lost, damaged, stolen or destroyed under circumstances rendering a party liable to the Fund, the responsible party may not have the financial resources sufficient to satisfy the Fund’s claim. For example, as to a particular event of loss, the only source of recovery for the Fund might be limited to the Custodian, as currently it is the sole custodian holding all of the Fund’s Gold Bullion; or one or more subcustodians, if appointed; or, to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of the Fund.

Neither the Shareholders nor any Authorized Participant has a right under the Custodian Agreement to assert a claim of the Trust against the Custodian or any subcustodian; claims under the Custodian Agreement may only be asserted by the Trust on behalf of the Fund.

Gold Bullion allocated to the Fund in connection with the creation of a Creation Unit may not meet the London Good Delivery Standards and, if a Creation Unit is issued against such Gold Bullion, the Fund may suffer a loss.

Neither the Administrator nor the Custodian independently confirms the fineness of the gold allocated to the Fund in connection with the creation of a Creation Unit. The Gold Bullion allocated to the Fund by the Custodian may be different from the reported fineness or weight required by the LBMA’s standards for Gold Bullion bars delivered in settlement of a gold trade (London Good Delivery Standards), the standards required by the Fund. If the Administrator nevertheless issues a Creation Unit against such gold, and if the Custodian fails to satisfy its obligation to credit the Fund the amount of any deficiency, the Fund may suffer a loss. The London Good Delivery Standards are described in “The Gold Industry — The London Bullion Market.” The Custodian’s responsibility for the allocation to the Fund of gold meeting LBMA standards is described in “Custodian Agreement — Transfers from the Trust Unallocated Account.”

RISKS RELATED TO THE CUSTODIAN

The Fund will rely on the Custodian for the safekeeping of essentially all of the Fund’s Gold Bullion. As a result, failure by the Custodian to exercise due care in the safekeeping of the Fund’s Gold Bullion could result in a loss to the Fund.

The Fund will be reliant on the Custodian for the safekeeping of essentially all of the Fund’s Gold Bullion. The Administrator is not liable for the acts or omissions of the Custodian. The Administrator has no obligation to monitor the activities of the Custodian other than to receive and review reports prepared by the Custodian pursuant to the Custodian Agreement. In addition, the ability to monitor the performance of the Custodian may be limited because under the Custodian Agreement the Trust and the Sponsor and any accountants or other inspectors selected by the Sponsor have only limited rights to visit the premises of the Custodian for the purpose of examining the Fund’s Gold Bullion and certain related records maintained by the Custodian. As a result of the above, any failure by the Custodian to exercise due care in the safekeeping of the Fund’s Gold Bullion may not be detectable or controllable by the Administrator and could result in a loss to the Fund.

Failure by the subcustodians to exercise due care in the safekeeping of the Fund’s Gold Bullion bars could result in a loss to the Fund.

Under the Custodian Agreement, the Custodian agreed that it will hold all of the Fund’s Gold Bullion bars in its own vault premises except when the Gold Bullion bars have been allocated in a vault other than the Custodian’s vault premises, and in such cases the Custodian agreed that it will use commercially reasonable efforts promptly to transport the Gold Bullion bars to the Custodian’s vault, at the Custodian’s cost and risk. Nevertheless, there will be periods of time when some portion of the Fund’s Gold Bullion bars will be held by one or more subcustodians appointed by the Custodian. The Custodian Agreement is described in “Custodian Agreement.”

Risk Factors

The Custodian is required under the Custodian Agreement to use reasonable care in appointing its subcustodians and will monitor the conduct of each subcustodian, and promptly advise the Trust of any difficulties or problems existing with respect to such subcustodian. However, the Gold Bullion held by a subcustodian is held in the name of the Custodian, and not in the name of the Fund, and the account with each subcustodian is only subject to the Custodian’s instructions In the event a subcustodian fails to exercise due care in the safekeeping of the fund’s Gold Bullion, there could be a resulting loss to the fund, and the fund may have limited, or no ability, to pursue any action against the subcustodian. See “Custodian Agreement” for more information about subcustodians that may hold the Fund’s Gold Bullion.

The ability of the Administrator and the Custodian to take legal action against subcustodians may be limited, which increases the possibility that the Fund may suffer a loss if a subcustodian does not use due care in the safekeeping of the Fund’s Gold Bullion bars.

If any subcustodian which holds Gold Bullion on a temporary basis does not exercise due care in the safekeeping of the Fund’s Gold Bullion bars, the ability of the Trust or the Custodian to recover damages against such subcustodian may be limited to only such recourse, if any, as may be available under applicable English law or, if the subcustodian is not located in England, under other applicable law. This is because there are expected to be no written contractual arrangements between subcustodians who may hold the Fund’s Gold Bullion bars and the Trust or the Custodian, as the case may be. If the Trust’s or the Custodian’s recourse against the subcustodian is so limited, the Fund may not be adequately compensated for the loss. For more information on the Trust’s and the Custodian’s ability to seek recovery against subcustodians and the subcustodian’s duty to safekeep the Fund’s Gold Bullion bars, see “Custodian Agreement.”

Gold Bullion held in the Fund’s unallocated Gold Bullion account and any Authorized Participant’s unallocated Gold Bullion account will not be segregated from the Custodian’s assets. If the Custodian becomes insolvent, its assets may not be adequate to satisfy a claim by the Fund or any Authorized Participant. In addition, in the event of the Custodian’s insolvency, there may be a delay and costs incurred in identifying the Gold Bullion bars held in the Fund’s allocated Gold Bullion account.

Gold Bullion which is part of a deposit for a purchase order or part of a redemption distribution, or which is transferred into or out of the Fund pursuant to the Gold Delivery Agreement, will be held for a time in the Trust Unallocated Account and in the case of creations and redemptions, previously or subsequently, in the Authorized Participant Unallocated Account of the purchasing or redeeming Authorized Participant. During those times, the Fund and the Authorized Participant, as the case may be, will have no proprietary rights to any specific bars of Gold Bullion held by the Custodian and will each be an unsecured creditor of the Custodian with respect to the amount of Gold Bullion held in such unallocated accounts. In addition, if the Custodian fails to allocate the Fund’s Gold Bullion in a timely manner, in the proper amounts or otherwise in accordance with the terms of the Custodian Agreement, or if a subcustodian fails to so segregate Gold Bullion held by it on behalf of the Fund, unallocated Gold Bullion will not be segregated from the Custodian’s assets, and the Fund will be an unsecured creditor of the Custodian with respect to the amount so held in the event of the insolvency of the Custodian. In the event the Custodian becomes insolvent, the Custodian’s assets might not be adequate to satisfy a claim by the Fund or the Authorized Participant for the amount of Gold Bullion held in their respective unallocated Gold Bullion accounts.

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

The lack of diversification of warehouse locations for the physical Gold Bullion held by the Custodian could result in significant losses to the Fund if the Gold Bullion warehoused at such locations is lost, damaged, stolen or inaccessible.

Custody of the Gold Bullion deposited with and held for the account of the Fund is provided by the Custodian at its London, England vault or, with the consent of the Trustee and the Sponsor, in other places. The lack of

Risk Factors

diversification of warehouse locations could result in significant losses to the Fund if the Fund’s Gold Bullion bars held by the Custodian or any subcustodian on behalf of the Fund at any single location are lost, damaged, or stolen. The lack of diversification of warehouse locations could also result in significant losses if the Gold Bullion warehoused at a single location becomes inaccessible for a substantial period of time due to natural events (such as an earthquake) or human actions (such as a terrorist attack).

Resignation of the Custodian would likely lead to the termination of the Fund if no successor is appointed.

The Fund and the Custodian may each terminate any Custody Agreement. The Sponsor would likely terminate and liquidate the Fund if the Custody Agreements are terminated and no successor custodian is appointed by the Sponsor. No assurance can be given that the Sponsor would be able to find an acceptable replacement custodian.

RISKS RELATED TO THE GOLD DELIVERY PROVIDER

The Fund has entered into an agreement with the Gold Delivery Provider pursuant to which the Gold Delivery Provider has agreed to deliver to and receive from the Fund specified amounts of Gold Bullion related to changes in the value of the Reference Currencies in the Index against the USD as applied to the Fund’s declared holdings of Gold Bullion. If the Gold Delivery Provider cannot perform its obligations under the Gold Delivery Agreement, the operations of the Fund will be adversely affected.

Under the Gold Delivery Agreement with the Trust, the Gold Delivery Provider has agreed to deliver to (and receive from) the Fund Gold Bullion in amounts intended to approximate the performance of the Fund’s holdings of Gold Bullion as though they had been denominated in the Reference Currencies. The Gold Delivery Provider does not have any obligation to take the needs of the Fund or its Shareholders into account when calculating that amount of Gold Bullion. If the Gold Delivery Provider fails to deliver Gold Bullion pursuant to its obligations under the Gold Delivery Agreement, it would have an adverse effect on our operations. In this regard, the Fund is exposed to settlement risk from the Gold Delivery Provider until the Gold Delivery Provider delivers the Gold Bullion to the Fund. The Sponsor expects that any delay in delivering Gold Bullion to the Fund by the Gold Delivery Provider would only occur for up to two days, exposing the Fund to up to two days of currency movements. Under normal circumstances the Sponsor anticipates this would have no more than a 1 or 2 percent impact on the price of the Fund. Moreover, to the extent that the Gold Delivery Provider could not honor its obligations under the Gold Delivery Agreement, such as due to bankruptcy or default under the agreement, or if the Gold Delivery Agreement is terminated, the Fund would need to find a new entity to act in the same capacity as the Gold Delivery Provider. If the Fund could not quickly find someone to act in that capacity, the operations of the Fund may be adversely affected. The Gold Delivery Agreement may be terminated by either party after an initial term of 2.5 years and thereafter by either party on 180 days notice. The Sponsor would likely terminate and liquidate the Fund if the Gold Delivery Agreement is terminated and the Sponsor is unable to appoint a successor Gold delivery agent within a reasonable amount of time. No assurance can be given that the Sponsor would be able to find an acceptable replacement Gold delivery agent. Lastly, the Gold Delivery Provider could make errors in calculating the amount of Gold Bullion to be delivered to and received from the Fund. If the Gold Delivery Amount does not accurately approximate the performance of the Fund’s holdings of Gold Bullion as though they had been denominated in the Reference Currencies, the Fund may be adversely affected.

RISKS RELATED TO THE SERVICE PROVIDERS

The service providers engaged by the Fund may not carry adequate insurance to cover claims against them by the Fund, which could adversely affect the value of net assets of the Fund.

The Administrator, the Custodian, the Gold Delivery Provider and other service providers engaged by the Fund maintain such insurance as they deem adequate with respect to their respective businesses. Investors cannot be assured that any of the aforementioned parties will maintain any insurance with respect to the Fund’s assets held or the services that such parties provide to the Fund and, if they maintain insurance, that such insurance is sufficient to satisfy any losses incurred by them in respect of their relationship with the Fund. Accordingly, the

Risk Factors

Fund will have to rely on the efforts of the service provider to recover from their insurer compensation for any losses incurred by the Fund in connection with such arrangements.

In issuing Creation Units, the Fund relies on certain information received from the Custodian which is subject to confirmation after the Fund has relied on the information. If such information turns out to be incorrect, Creation Units may be issued in exchange for an amount of gold which is more or less than the amount of gold which is required to be deposited with the Fund.

The Custodian’s definitive records are prepared after the close of its Business Day. However, when issuing Creation Units, the Fund relies on information reporting the amount of gold credited to the Fund’s accounts which it receives from the Custodian during the Business Day and which is subject to correction during the preparation of the Custodian’s definitive records after the close of business. If the information relied upon by the Fund is incorrect, the amount of gold actually received by the Fund may be more or less than the amount required to be deposited for the issuance of Creation Units.

There are conflicts of interest among the Custodian, the Gold Delivery Provider, J.P. Morgan Securities plc or their affiliates and the Fund.

JPMorgan Chase Bank, N.A. and its affiliates play a variety of roles in connection with the Fund. JPMorgan Chase Bank, N.A., London Branch, the Custodian, is responsible for the safekeeping of the Gold Bullion held by the Fund and receives a fee from the Sponsor for doing so. The Custodian is also a direct participant in establishing the LBMA Gold Price PM.

In addition, the Fund delivers Gold Bullion to, or receives Gold Bullion from, JPMorgan Chase Bank, N.A., the Gold Delivery Provider, each Business Day based on calculations made by the Gold Delivery Provider. The Gold Delivery Provider may exercise discretion in calculating the Gold Delivery Amount in the event of market disruption or upon the occurrence of other extraordinary events. The Gold Delivery Provider receives a fee from the Sponsor for its services and also assumes the benefit (i.e., the profit or loss) associated with the difference between the costs reflected in the Gold Delivery Amount and the Gold Delivery Provider’s actual costs. The Gold Delivery Provider expects to earn a profit over time from the deduction of embedded costs that exceed its actual costs.

Furthermore, J.P. Morgan Securities plc, an affiliate of the Custodian and the Gold Delivery Provider, developed the strategy and methodology underlying the Index and has licensed to the Index Provider the right to use the strategy and methodology in connection with the Index.

The Custodian, the Gold Delivery Provider and their affiliates, in the course of their business, trade gold and the Reference Currencies and instruments the value of which is derived from gold or the Reference Currencies on a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management and to facilitate transactions on behalf of customers. In particular, the Custodian, the Gold Delivery Provider and their affiliates are collectively among the largest participants, in terms of market share, in the spot market for gold and the spot and forward markets for the Reference Currencies.

Upon the resignation of the Custodian or the Gold Delivery Provider or upon the termination of J.P. Morgan Securities plc’s license to the Index Provider, the Sponsor would likely terminate and liquidate the Fund if a replacement cannot be found within a short period. See “— Risks Relating to the Fund’s Operations — Risks Related to the Custodian — Resignation of the Custodian would likely lead to the termination of the Fund if no successor is appointed,” “— Risks Related to the Fund’s Operations — Risks Relating to the Gold Delivery Provider” and “— Risks Related to the Fund’s Operations — Risks Relating to the Fund — Loss of intellectual property rights related to the Fund, or competing claims over ownership of those rights, could adversely affect the Fund and an investment in the Shares.” No assurance can be given that the Sponsor would be able to find an acceptable replacement.

As a result of the foregoing, there are conflicts of interest among the Custodian, the Gold Delivery Provider, J.P. Morgan Securities plc and their affiliates, on the one hand, and the Fund and its Shareholders, on the other hand. As a result of these conflicts, the Custodian, the Gold Delivery Provider, J.P. Morgan Securities plc and their affiliates may favor their own interests and the interests of their affiliates over the Fund and its Shareholders.

Risk Factors

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

The Sponsor will manage the business and affairs of the Fund. Conflicts of interest may arise among the Sponsor and its affiliates, on the one hand, and the Fund and its Shareholders, on the other hand. As a result of these conflicts, the Sponsor may favor its own interests and the interests of its affiliates over the Fund and its Shareholders. These potential conflicts include, among others, the following:

The Sponsor has no fiduciary duties to, and is allowed to take into account the interests of parties other than the Fund and its Shareholders in resolving conflicts of interest;

The Trust has agreed to indemnify the Sponsor and its affiliates pursuant to the terms of the Trust Agreement;

The Sponsor, its affiliates and their officers and employees are not prohibited from engaging in other businesses or activities, including those that might be in direct competition with the Fund; and

The Sponsor decides whether to retain separate counsel, accountants or others to perform services for the Fund.

REGULATORY RISKS

Shareholders do not have the protections associated with ownership of shares in an investment company registered under the Investment Company Act of 1940.

The Fund is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under such Act. Consequently, Shareholders do not have the regulatory protections provided to investors in investment companies.

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

The Custodian is responsible for the safekeeping of the Fund’s Gold Bullion and also facilitates the transfer of Gold Bullion into and out of the Fund. Although the 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 Custodian is subject to supervision by the Board of Governors of the Federal Reserve System, and is generally regulated in the UK by the Financial Conduct Authority, such regulations do not directly cover the Custodian’s Gold Bullion custody operations in the UK Accordingly, the Fund is dependent on the 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 Fund’s Gold Bullion secure.

The Listing Exchange may halt trading in the Shares, which would adversely impact your ability to sell your Shares.

The Shares are expected to be listed for trading on NYSE Arca under the symbol “GGLD.” Trading in the Shares may be halted due to market conditions, such as a Market Disruption Event or Extraordinary Event, or for other reasons. For example, trading of the Shares may be halted by NYSE Arca in accordance with NYSE Arca rules and procedures, for reasons that, in the view of NYSE Arca, make trading in the Shares inadvisable. Trading may also be halted by NYSE Arca in the event certain information about the Index, the value of the Shares or the NAV is not made available as required by such rules and procedures.

In addition, shares of the Fund may trade in the secondary market at times when the Fund does not accept orders to purchase or redeem shares. At such times, shares may trade in the secondary market with more significant premiums or discounts than might be experienced at times when the Fund accepts purchase and redemption orders.

Also, trading generally on NYSE Arca 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. There can be no assurance that the requirements necessary to maintain the listing of the Shares

Risk Factors

will continue to be met or will remain unchanged. The Fund will be dissolved if the Shares are delisted from NYSE Arca and are not approved for listing on another national securities exchange within five Business Days of their delisting.

The Trust expects to qualify as an emerging growth company subject to reduced public company reporting requirements.

The Trust expects to qualify as an “emerging growth company” as defined in the JOBS Act. The Trust has not elected to make use of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act, which election is irrevocable. However, for so long as the Trust remains an emerging growth company, it will be subject to reduced public company reporting requirements. Among other things, emerging growth companies are exempt from the auditor attestation requirements under Section 404(b) of the Sarbanes-Oxley Act, are exempt from certain “say on pay” provisions of the Dodd-Frank Act, and are subject to reduced disclosure requirements relating to executive compensation and audited financial statements. The Trust may take advantage of the exemptions and scaled requirements applicable to emerging growth companies.

TAX RISKS

If a U.S. investor who or that is an individual, estate or trust (each referred to in this paragraph and the next paragraph as an “individual”) sells or exchanges shares held for more than a year, any gain recognized on the sale or exchange generally will be subject to federal income tax at a maximum rate of 28% rather than the lower maximum rates applicable to most other long-term capital gains an individual recognizes.

Gains recognized by an individual from the sale of “collectibles,” which term includes gold, held for more than one year are subject to federal income tax at a maximum rate of 28% rather than the lower maximum rates applicable to most other long-term capital gains individuals recognize (a maximum of 15% for a single individual with taxable income not exceeding $400,000 ($450,000 for married individuals filing jointly) and 20% for individuals with taxable income exceeding those respective amounts). For these purposes, gain an individual recognizes on the sale of an interest in a “grantor trust” that holds collectibles (such as the Trust) is treated as gain recognized on the sale of the collectibles, to the extent the gain is attributable to unrealized appreciation in value of the collectibles. Therefore, any gain recognized by an individual U.S. investor attributable to a sale or exchange of shares held for more than one year, or attributable to the Fund’s sale of any gold that the investor is treated (through its ownership of shares) as having held for more than one year, generally will be subject to federal income tax at a maximum rate of 28%. The tax rates for capital gains recognized on the sale of assets held by an individual U.S. investor for one year or less, or by a taxpayer other than an individual, are generally the same as those at which ordinary income is taxed.

Gold Delivered In and Out of the Fund Pursuant to the Gold Delivery Agreement Will Have Tax Consequences to Investors.

As a grantor trust, investors in the Fund will be treated as if they directly received their respective pro rata share of the Fund’s income, which will include income received as a result of the delivery by the Gold Delivery Provider of Gold Bullion to the Fund under the Gold Delivery Agreement. The character of this income will be determined on the basis of the particular circumstances of each investor. Each investor will receive an increase in its tax basis for its pro rata share of the fair market value of Gold Bullion received by the Fund from the Gold Delivery Provider. The payment by the Fund to the Gold Delivery Provider under the Gold Delivery Agreement will be treated as the disposition of Gold Bullion in the amount of such payment and may result in gain or loss to such investors. Such investors may be able to deduct the payment as an expense but the treatment of such expense deduction may differ depending on the investors’ particular tax circumstances. For further discussion and special rules which may affect non-U.S. Investors, see the discussion at United Stated Federal Tax Consequences below.

Use of Proceeds

Proceeds received by the Fund from the issuance and sale of Creation Units, including the Seed Creation Units and the Underwritten Shares (which are described on the front page of this prospectus), will consist of Gold Bullion deposits and, possibly from time to time, cash. During the life of the Fund, such proceeds will only be (1) held by the Fund, (2) transferred to or from the Gold Delivery Provider pursuant to the Gold Delivery Agreement, (3) disbursed or sold as needed to pay the Fund’s ongoing expenses and (4) distributed to Authorized Participants in connection with the redemption of Creation Units.

Overview of the Gold Industry

THE MARKET FOR GOLD

As the market for gold and movements in the price of gold are expected to directly affect the price of the Shares, investors should have some understanding of gold markets and historical gold prices. Of course, investors should also be aware that prior market conditions and historical movements in the price of gold are not indicators of future market conditions or future gold prices.

The following chart provides historical background on the price of gold. The chart illustrates movements in the price of gold in USDs per ounce over the period from September 30, 2004 to July 31, 2015. The price of gold in the chart is based on the London PM Fix and the LBMA Gold Price.

Daily gold price (US$/oz) from 9/30/2004 to 7/31/2015

LOGO

Source: Bloomberg, World Gold Council

GOLD SUPPLY AND DEMAND

Gold is a physical asset that is accumulated, rather than consumed. As a result, virtually all the gold that has ever been mined still exists today in one form or another. GFMS Gold Survey 2015 , a publication of Thomson Reuters GFMS Limited, or GFMS, an independent precious metals research organization based in London, estimated that existing above-ground stocks of gold amounted to 183,600 tonnes (approximately 6.5 billion ounces) at the end of 2014. These stocks increased by approximately 2.0% in 2014.

Overview of the Gold Industry

The following table sets forth a summary of the world gold supply and demand for the last 5 years. It is based on information reported in the Thomson Reuters GFMS Gold Survey 2015.

World Gold Supply and Demand, 2010–2014


(tonnes)	2010		2011		2012		2013		2014
Supply
Mine production		2,741		2,839		2,861		3,022		3,129.4
Scrap		1,711		1,659		1,634		1,280		1,125.3
Net Hedging Supply		-106		11		-40		-48		103.4
Total Supply		4,346		4,509		4,455		4,254		4,358.2
Demand
Jewelry		2,034		2,029		1,998		2,361		2,213
Industrial Fabrication		469		458		415		409		400.8
of which Electronics		326		320		284		279		279.9
of which Dental & Medical		48		43		39		36		33.9
of which Other Industrial		95		95		92		93		87.1
Net Official Sector		77		457		544		409		465.6
Retail Investment		1,229		1,569		1,357		1,778		1,079.1
of which Bars		935		1,242		1,036		1,377		828.5
of which Coins		295		327		321		401		250.6
Physical Demand		3,890		4,512		4,315		4,957		4,158.6
Physical Surplus/Deficit		536		-3		140		-703		199.6
ETF Inventory Build		382		185		279		-880		-159.6
Exchange Inventory Build		54		-6		-10		-99		0.5
Net Balance		100		-182		-129		277		358.7
Gold Price (London PM, US$/oz)		1,224.52		1,571.52		1,668.98		1,411.23		1,266.4

Source: GFMS, Thomson Reuters

Totals may not add due to independent rounding. “Net Hedging Supply” is the change in the physical market impact of mining companies’ gold loans, forwards and options positions. Scrap refers to gold sourced from old fabricated products which have been recovered and refined into bars. In the case of gold, the bulk of scrap comes from jewelry.

SOURCES OF GOLD SUPPLY

Based on data from the GFMS Gold Survey 2015 , the gold supply averaged 3,924 tonnes (t) per year between 2005 and 2014. Sources of gold supply include both mine production and recycled above-ground stocks (sometimes referred to as “scrap”). The largest portion of gold supplied to the market is from gold mine production, which averaged approximately 2,725t per year from 2005 through 2014. The second largest source of annual gold supply is recycled gold from above-ground stocks, which is gold that has been recovered from jewelry and other fabricated products and converted back into marketable gold. Recycled gold averaged approximately 1,360t annually between 2005 through 2014.

SOURCES OF GOLD DEMAND

Based on data from the GFMS Gold Survey 2015 , identifiable gold demand averaged 3,697t per year between 2005 and 2014. 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, which accounted for 60% of the identifiable demand from 2005 through 2014. The next largest source of demand during this period was identifiable investment demand which accounted for a further 27%. While jewelry remains by far the largest component of demand, its share has decreased over recent years in favor of investment demand.

Gold demand is widely dispersed throughout the world with significant demand coming from India and China. While in many countries there are seasonal fluctuations in the levels of demand for gold — especially jewelry —

Overview of the Gold Industry

variations in the timing of such fluctuations from country to country mean that seasonal changes in demand do not appear to have a significant impact on the global gold price.

The official sector, which for many years had been a source of gold supply , has been a source of gold demand since 2010. Between 2005 and 2009, official sector annual net sales averaged 356t. The official sector was a net buyer in 2010. This marked the first full year in more than two decades that the official sector was a net buyer. Between 2010 and 2015 annual net purchases by the official sector averaged 326t. The prominence given by market commentators to this activity, coupled with the total amount of gold held by the official sector, has resulted in these changes being among the most visible shifts in the gold market.

OPERATION OF THE GOLD BULLION MARKET

Gold is traded worldwide in a number of markets and through a variety of contract types. More specifically, the global trade in gold consists of over-the-counter, or OTC, transactions in spot, forwards, and options, as well as other derivatives. The global trade in gold also includes contracts on exchanges, such as exchange-traded futures and options on gold.

GLOBAL OVER-THE-COUNTER MARKET FOR GOLD

The OTC market trades on a continuous basis and accounts for most global gold trading. Market makers and participants in the OTC market trade with each other and their clients on a principal-to-principal basis. All risks and issues of credit are between the parties directly involved in a specific transaction. The three products most relevant to the OTC market are spot (S) contracts, forward (F) contracts and options (O) contracts. A “spot contract” is a contract to buy or sell gold typically on or before two Business Days following the date of the execution of the contract. A “forward contract” is an agreement to buy or sell gold at a future date beyond the Spot Date at a price set at the time of the contract. An “option contract” is an agreement that conveys to the purchaser the right, but not the obligation, to buy or sell a quantity of gold at a predetermined rate during a period or at a time in the future. The OTC gold market is primarily located in London, key facets of which are governed by the LBMA. For example, the LBMA maintains the Good Delivery List for gold bars, which specifies the quality standards that gold bars traded OTC in the London market must meet. There are 14 LBMA Market Makers who routinely trade in one, two or all three products. Of the 14 LBMA Market Makers, there are five Full Market Makers and nine Market Makers.

The five Full Market Makers quoting prices in all three products are Barclays Bank Plc, Goldman Sachs International, HSBC Bank USA NA, JP Morgan Chase Bank and UBS AG. The nine LBMA Market Makers who provide two way pricing in either one or two products are Citibank N. A. (S), Credit Suisse (S,O), Deutsche Bank AG (S,O), Mitsui & Co Precious Metals (S), Morgan Stanley & Co International Plc (S,O), Societe Generale (S), Standard Chartered Bank (S,O), and Bank of Nova Scotia -ScotiaMocatta (S,F) and Toronto-Dominion Bank (F).

The OTC market provides a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors. Bullion dealers customize transactions to meet clients’ requirements. The OTC market has no formal structure and no open-outcry meeting place.

The main centers of the OTC market are London, New York and Zurich. Mining companies, central banks, manufacturers of jewelry and industrial products, together with investors and speculators, tend to transact their business through one of these centers. Centers such as Dubai and several cities in the Far East also transact substantial OTC market business. Bullion dealers have offices around the world and most of the world’s major bullion dealers are either members or associate members of the LBMA.

In the OTC market, the standard size of gold trades ranges between 5,000 and 10,000 ounces. Bid-offer spreads are typically $0.50 per ounce. Transaction costs in the OTC market are negotiable between the parties and therefore vary widely, with some dealers willing to offer clients competitive prices for larger volumes, although this will vary according to the dealer, the client and market conditions. Cost indicators can be obtained from various information service providers as well as dealers.

Overview of the Gold Industry

Liquidity in the OTC market can vary from time to time during the course of the 24-hour trading day. Fluctuations in liquidity generally are reflected in adjustments to dealing spreads — the difference between a dealer’s “buy” and “sell” prices. The period of greatest liquidity in the gold market generally occurs at the time of day when trading in the European time zones overlaps with trading in the United States, which is when OTC market trading in London, New York and other centers coincides with futures and options trading on the COMEX.

THE LONDON GOLD BULLION MARKET

Although the market for physical gold is global, most OTC market trades are cleared through London by members of the LBMA. In addition to coordinating market activities, the LBMA acts as a principal point of contact between the market and its regulators. A primary function of the LBMA is its involvement in the promotion of refining standards by maintenance of the “London Good Delivery Lists,” which are the lists of LBMA accredited melters and assayers of gold. The LBMA also coordinates market clearing and vaulting, 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.” All of the Gold Bullion will be London Good Delivery Bars meeting the requirements of London Good Delivery Standards.

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 and 430 fine troy ounces of gold, with a minimum fineness (or purity) of 995 parts per 1,000 (99.5%), be of good appearance and be easy to handle and stack. The fine gold content of a gold bar is calculated by multiplying the gross weight of the bar (expressed in units of 0.025 troy ounces) by the fineness of the bar.

THE LBMA GOLD PRICE

The LBMA Gold Price is determined twice each Business Day (10:30 a.m. and 3:00 p.m. London time) by the participants in a physically settled, electronic and tradable auction process hosted by the IBA. The IBA provides a market-based platform for buyers and sellers to trade physical spot gold. The final auction price is used and published to the market as the “LBMA Gold Price benchmark.” The LBMA Gold Price is set in three currencies: USDs, euro and British pounds. The IBA provides the auction platform and methodology as well as the overall administration and governance for the LBMA Gold Price.

Participants in the IBA auction process submit anonymous bids and offers which are published on screen and in real-time. Throughout the auction process, aggregated gold bids and offers are updated in real-time with the imbalance calculated and the price updated every 45 seconds until the buy and sell orders are matched. When the net volume of all participants falls within a pre-determined tolerance the auction is deemed complete and the applicable LBMA Gold Price is published. Information about the auction process (such as aggregated bid and offer volumes) will be immediately available after the auction on the IBA’s website.

The LBMA Gold Price replaced the widely used “London Gold Fix” as of March 20, 2015. Many long-term contracts are expected to be priced on the basis of either the morning (AM) or afternoon (PM) LBMA Gold Price, and many market participants are expected to refer to one or the other of these prices when looking for a basis for valuations. The LBMA Gold Price PM is expected to become a widely used benchmark for daily gold prices and it is expected that market participants will view it as a full and fair representation of all market interest at the time the LBMA Gold Price PM is determined. The Financial Conduct Authority (the “FCA”) in the UK regulates the LBMA Gold Price.

Overview of the Gold Industry

FUTURES EXCHANGES

Although the Fund will 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, part of 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. TOCOM (Tokyo Commodity Exchange) 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 clearing organization acts as a counterparty for each member for clearing purposes.

Over recent years China has become an important source of gold demand and its futures market have grown too. Gold futures contracts are traded on the Shanghai Gold Exchange and the Shanghai Futures Exchange.

MARKET REGULATION

The global gold markets are overseen and regulated by both governmental and self-regulatory organizations. In addition, certain trade associations have established rules and protocols for market practices and participants.

Overview of the Foreign Exchange Markets

The foreign exchange market (“FX Market”), in which traders are able to buy, sell, exchange, and speculate on currencies, is one of the world’s largest, most liquid and most actively traded financial markets. According to the Bank for International Settlements (“BIS”) Triennial Central Bank Survey 2013, trading in global foreign exchange markets averaged $5.3 trillion per day in April 2013. The amount of daily average volume turnover in 2013 represents 12.0% compound annual growth from the April 2004 daily average of $1.9 trillion. Among the various foreign exchange instruments, outright spots and swaps led this growth as turnover in foreign exchange spot transactions more than tripled from $631 billion in April 2004 to $2.0 trillion in April 2013, and the daily average turnover of foreign exchange swaps increased from $954 billion to $2.2 trillion during the same period.

Currencies in the FX Market are traded in pairs and the transacted rate represents the rate to exchange one currency for another currency. The USD is the dominant currency in the FX Market. The exchange of the USD for another currency accounts for an estimated 87% of global FX Market activity. The most actively traded currency pairs are the Euro/USD (EUR/USD), USD/Japanese Yen (USD/YEN), and British Pound Sterling/USD (GBP/USD). Participants in the FX Market include banks, investment firms, commercial companies, central banks, hedge funds, and retail customers.

There are three major kinds of transactions in the traditional foreign exchange markets: spot transactions, forwards and foreign exchange swaps. “Spot” trades are foreign exchange transactions that settle with physical delivery of a currency typically within two Business Days with the counterparty to the trade. “Forward” trades are transactions that settle on a date beyond spot, and can be either deliverable forwards, which require the delivery of the currency at the settlement of the transaction, or non-deliverable forwards which are not settled by physical delivery of the foreign currency, but rather through cash settlement. “Swap” transactions are transactions in which two parties exchange principal and interest in one currency for the principal and interest of another currency on one or more specified dates over an agreed period. There also are transactions in currency options, which trade both over-the-counter and, in the United States, on certain national securities exchanges, such as the Philadelphia Stock Exchange and the Chicago Board Options Exchange. Foreign exchange forward, swap and option transactions are subject to the jurisdiction of the CFTC and are regulated as swaps, other than currency options that are traded on the Philadelphia Stock Exchange, which are regulated as securities by the SEC. Currency futures are transactions in which an institution buys or sells a standardized amount of foreign currency on an organized exchange for delivery on one of several specified dates. Currency futures are traded in a number of regulated markets, including the International Monetary Market division of the Chicago Mercantile Exchange, the Singapore Exchange Derivatives Trading Limited (formerly the Singapore International Monetary Exchange, or SIMEX) and the London International Financial Futures Exchange (LIFFE).

Participants in the foreign exchange market have various reasons for participating. Multinational corporations and importers need foreign currency to acquire materials or goods from abroad. Banks and multinational corporations sometimes require specific wholesale funding for their commercial loan or other foreign investment portfolios. Some participants hedge open currency exposure through off-balance-sheet products.

The primary market participants in foreign exchange are banks (including government-controlled central banks), investment banks, money managers, multinational corporations and institutional investors. The most significant participants are the major international commercial banks that act both as brokers and as dealers. In their dealer role, these banks maintain long or short positions in a currency and seek to profit from changes in exchange rates. In their broker role, the banks handle buy and sell orders from commercial customers, such as multinational corporations. The banks earn commissions when acting as agent. They profit from the spread between the rates at which they buy and sell currency for customers when they act as principal.

Objective of the Fund

OVERVIEW

The Fund has been established as an alternative to traditional dollar-based gold investing. Although investors will purchase shares of the Fund with USDs or through the contribution of Gold Bullion referenced in USDs, the Fund is designed to provide investors with the economic effect of holding gold in terms of the Reference Currencies, rather than the USD. Specifically, the investment objective of the Fund is to track the performance of the Thomson Reuters Global Gold (Ex-USD) Index, less Fund expenses. The Thomson Reuters Global Gold (Ex-USD) Index, or the “Index,” represents the daily performance of a long position in physical gold and a short position in each of the Reference Currencies (as weighted in the Index). The Index is designed to measure daily gold returns as though an investor had invested in gold in terms of the Reference Currencies reflected in the Index. As such, the Index reflects pre-determined bid and ask spreads for gold, spot currency, and T/N Forward trades.

IN general, the USD value of an investment in the Fund would therefore be expected to increase when both the price of gold goes up and the value of the USD increases against the value of the Reference Currencies (as weighted in the Index). Conversely, the USD value of an investment, in general, would be expected to decrease when the price of gold goes down and the value of the USD decreases against the value of the Reference Currencies (as weighted in the Index). If the price of gold increases and the value of the USD decreases against the value of the Reference Currencies, or vice versa, the net impact of these changes will determine the value of the Fund on a daily basis

The Fund is a passive investment vehicle and is designed to track the performance of the Index regardless of (i) the value of gold or any Reference Currency; (ii) market conditions; and (iii) whether the Index is increasing or decreasing in value. The Fund’s holdings generally will consist entirely of Gold Bullion. Substantially all of the Fund’s Gold Bullion holdings are delivered by Authorized Participants (defined below) in exchange for Fund Shares. The Fund will not hold any of the Reference Currencies. The Fund generally will not hold USDs (except from time to time in very limited amounts to pay expenses). The Fund’s Gold Bullion holdings are not managed and the Fund does not have any investment discretion.

THE CASE FOR INVESTING IN GOLD REFERENCED IN NON-U.S. CURRENCIES

Gold has unique properties as an asset class. Gold can be used in portfolios to help protect global purchasing power, reduce portfolio volatility and minimize losses during periods of market shock. It has historically been perceived as a high-quality liquid asset to be used when selling other assets would cause losses. Investors have traditionally made use of gold’s lack of correlation with other assets to diversify their portfolios and hedge against stock market, bond, currency and other risks.

Gold’s ability to serve as a potential portfolio diversifier is due to its historically low-to-negative correlation with stocks and bonds. The economic forces that determine the price of gold are different from the forces that determine the prices of most financial assets. For example, the price of a stock often depends on the earnings or growth potential of the issuing company or the confidence investors have in its management. The price of a bond depends primarily on its credit rating, its yield and the yields of competing fixed income investments. The price of gold, however, depends on different factors, including the supply and demand for gold, the strength or weakness of the USD, the rate of inflation and interest rates and the political environment. Gold does not depend on a promise to pay on the part of any government or corporation, as is the case with investments in money market instruments as well as in the corporate and government bond markets. Gold cannot be repudiated, as is the case with paper assets. Gold is not subject to the risk of default or bankruptcy. Gold cannot be created at will as can paper-backed assets.

Some of gold’s investment attributes are shared with traditional portfolio diversifiers, which include non-U.S. equities, emerging markets securities, real estate investment trusts, and domestic and foreign bonds. However, gold historically has had little correlation with these traditional diversifiers and low-to-negative correlation with the Standard & Poor’s 500 Index, which is widely regarded as the standard for measuring the stock market

Objective of the Fund

performance of large capitalized U.S. companies. In the search for effective diversification, investors have begun to turn to a variety of non-traditional diversifiers. These non-traditional diversifiers include hedge and private equity funds, commodities, timber and forestry, fine art and collectibles. Gold has historically been perceived as having one or more of the following advantages over each of these non-traditional diversifiers: greater liquidity, lower risk and lower management and holding costs.

An investment in the Shares may amplify gold’s portfolio diversification effect because of the potential impact of the Reference Currencies on the value of the Shares. In periods of stock market stress, investors have tended to seek safety in USD-denominated assets, which has tended to increase the value of the USD. Thus, during periods of stock market stress, gold purchased with USDs has tended to act as a portfolio diversifier, but gold purchased with foreign currencies has tended to provide even better diversification because investors were able to hold onto their appreciating USDs. Although investors purchase the Shares with USDs, the Gold Delivery Agreement is designed to provide investors with the economic effect of holding gold in terms of the Reference Currencies rather than in terms of USDs. Accordingly, the Fund is designed to provide investors with greater portfolio diversification than holding gold in USD terms only. Of course, there can be no guarantee that the Fund will meet this objective.

For example, during periods of stock market stress, based on historical data over the last 10 years, had the Index been in existence, it would have outperformed gold in USD terms and therefore helped to better diversify an investor’s portfolio during this period. For example, from July 1, 2008 to March 31, 2009, which roughly covers a period of significant losses in the stock market, gold in USD terms rose approximately 4.5% whereas the Index rose approximately 18.8%. Conversely, during periods where the stock market performed relatively well, gold in USD terms has tended to outperform the Index. Although many factors can drive the performance of both gold and currencies, the Index has tended to outperform gold in USD terms during periods of stock market stress because during those periods investors have tended to engage in a flight to quality and invest in both gold and USD-denominated assets. Of course, since these results are based on a limited sample period, and are for a period when the index was not calculated in real-time, results for a longer period, or for future periods, could be different. Past performance is not indicative of future performance and is no guarantee of future results.

All forms of investment carry some degree of risk. In addition, the Shares have certain unique risks, as described in “Risk Factors” starting on page 9. Holding gold directly also has risks.

STRATEGY BEHIND THE SHARES

The Shares are intended to offer investors a new and different opportunity to participate in the gold market and to obtain exposure to the daily price of gold measured in the daily price of the Reference Currencies against the USD through a single investment. Historically, the logistics of buying, storing and insuring gold have constituted a barrier to entry for some institutional and retail investors alike. Additionally, investors who wanted to have exposure to gold in terms of the Reference Currencies would have to enter into multiple foreign exchange transactions, which can be difficult and inconvenient. The offering of the Shares is intended to overcome these barriers to entry. The logistics of storing and insuring gold are dealt with by the Custodian and the related expenses are built into the price of the Shares. Similarly, the logistics of having exposure to gold in terms of the Reference Currencies are dealt with by having the Gold Delivery Provider make delivery to (or take delivery from) the Fund amounts of gold that represent changes in the value of the Reference Currencies and the USD. Therefore, an investor in the Shares does not have any additional tasks or transaction costs over and above those associated with any other publicly traded security.

The Shares are intended to provide institutional and retail investors with an alternative and simple means of gaining investment benefits similar to those of holding Gold Bullion, while at the same time providing exposure to the value of the Reference Currencies reflected in the Index against the USD. The Shares are intended to appreciate when the value of gold increases and/or when the Reference Currencies fall in value against the USD. The Shares are intended to depreciate in value when the value of gold decreases and/or when the value of the Reference Currencies rise in value against the USD.

Objective of the Fund

THE PERFORMANCE OF THE FUND UNDER VARIOUS SCENARIOS

The chart below illustrates how the Fund is intended to perform if (1) the price of gold increases and the value of the USD (“USD”) against the Reference Currencies decreases as depicted below in the quadrant “Fund NAV Increases or Decreases”; (2) the price of Golg increases and the value of the USD against the Reference Currencies increases as depicted below in the quadrant “Fund NAV Increases”; (3) the price of gold decreases and the value of the USD against the Reference Currencies decreases as depicted below in the quadrant “Fund NAV Decreases”; and (4) the price of gold decreases and the value of the USD against the Reference Currencies increases as depicted below in the quadrant “Fund NAV Increases or Decreases.” The chart does not take into account any fees and expenses of the Fund or embedded costs in the Index itself. Of course, there can be no guarantee of future results and past performance is not indicative of future performance.

LOGO

(1)

The NAV of the Fund will increase or decrease depending upon whether the increase in the price of gold has a greater or lesser impact on the NAV of the Fund than the decrease in the value of the USD against the Reference Currencies. If the increase in the price of gold has a greater impact on the NAV of the Fund than the decrease in the USD against the Reference Currencies or if the value of the USD against the Reference Currencies remains flat, the NAV of the Fund will increase. Conversely, if the decrease in the value of the USD against the Reference Currencies has a greater impact on the NAV of the Fund than the increase in the price of gold or if the price of gold remains flat, the NAV of the Fund will decrease.

Objective of the Fund

(2)

The NAV of the Fund will increase or decrease depending upon whether the increase in the value of the USD against the Reference Currencies has a greater or lesser impact on the NAV of the Fund than the decrease in the value of the price of gold. If the increase in the value of the USD against the Reference Currencies has a greater impact on the NAV of the Fund than the decrease in the price of gold or if the price of gold remains flat, the NAV of the Fund will increase. Conversely, if the decrease in the price of gold has a greater impact on the NAV of the Fund than the increase in the value of the USD against the Reference Currencies or if the value of the USD against the Reference Currencies remains flat, the NAV of the Fund will decrease.

Description of the Thomson Reuters Global Gold (Ex-USD) Index

GENERAL

The Index is maintained and calculated by Thomson Reuters (Markets) LLC, the Index Provider. The description of the strategy and methodology underlying the Index included in this prospectus is based on rules published by the Index Provider (the “Index Rules”), and is qualified by the full text of the Index Rules. The Index Rules, and not this description, will govern the calculation and constitution of the Index and other decisions and actions related to its maintenance. J.P. Morgan Securities plc, an affiliate of the Custodian and the Gold Delivery Provider, developed the strategy and methodology underlying the Index and has licensed to the Index Provider the right to use the strategy and methodology in connection with the Index. The Index is published by Thomson Reuters under the ticker symbol “ .”

The Index is described as a “notional” or “synthetic” portfolio or strategy because there is no actual portfolio of assets to which any person is entitled or in which any person has any ownership interest. The Index references certain assets ( i.e., gold and the Reference Currencies), the performance of which will be used as a reference point for calculating the daily performance of the Index (the “Index Level”). The Index seeks to track the daily performance of a long position in physical gold and a short position in each of the Reference Currencies (as weighted in the Index) relative to USDs. As such, the Index reflects pre-determined bid and ask spreads for gold, spot currency, and T/N Forward trades. If the Gold Price (as defined below) increases and the Reference Currencies depreciate against the USD, the Index Level is intended to increase. Conversely, if the Gold Price decreases and the Reference Currencies appreciate against the USD, the Index Level is intended to decrease. In certain cases, the appreciation of the Gold Price or the depreciation of one or more of the Reference Currencies may be offset by the appreciation of one or more of the Reference Currencies or the depreciation of the Gold Price, as applicable. The net impact of these changes determines the Index Level on a daily basis.

The term “Reference Currencies” refers to the major, non-U.S. currencies referenced by the Index. The Index weights its exposure to each Reference Currency based on the Triennial Central Bank Survey of foreign exchange turnover (the “FX Liquidity Survey”) as conducted by the Monetary and Economic Department of the BIS. The currencies included in the FX Liquidity Survey that represent the top 90% of foreign exchange turnover are eligible for inclusion in the Index. The most liquid Reference Currencies are more heavily weighted in the Index.

VALUATION OF GOLD IN THE INDEX: THE GOLD PRICE

The daily price of gold generally is the primary driver of Index returns. Fluctuations in the value of the Reference Currencies have historically typically accounted for less than 1% of the daily Index returns. The Index values gold on a daily basis using the “Gold Price.” The Gold Price generally is the LBMA Gold Price PM (though other sources may be used if the LBMA Gold Price PM is delayed or unavailable). The “LBMA Gold Price” means the price per troy ounce of gold stated in USDs as set via an electronic auction process run twice daily at 10:30 a.m. and 3:00 p.m. London time each Business Day as calculated and administered by the IBA and published by the LBMA on its website. The “LBMA Gold Price PM” is the 3:00 p.m. LBMA Gold Price. IBA, an independent specialist benchmark administrator, provides the price platform, methodology and the overall administration and governance for the LBMA Gold Price.

VALUATION OF REFERENCE CURRENCIES IN THE INDEX

As of April 20, 2015, the Index referenced European Union euro (“euro”), the Japanese yen (“JPY” or “yen”), the British pound (“GBP”), the Australian dollar (“AUD”), the Swiss franc (“CHF”), the Canadian dollar (“CAD”) and the New Zealand dollar (“NZD”) (each of which is measured against USDs). The Index is governed by an Index rule that provides that only the currencies that constitute the top 90% of currencies based on FX turnover as described in the triennial BIS FX Liquidity Survey are included in the Index. After the 2007 BIS FX Liquidity Survey, HKD, SEK and NOK were in the Index because they were in the top 90% of FX turnover. As of the 2013 BIS FX Liquidity Survey, however, the Index was rebalanced and these three currencies dropped out because they

Description of the Thomson Reuters Global Gold (Ex-USD) Index

were no longer in the top 90% of FX turnover. After the release of the 2016 BIS FX Liquidity Survey, and the subsequent rebalancing of the Index, the currencies that appear in the Index will be those currencies that are in the top 90% of FX turnover based on the results of the 2016 BIS FX Liquidity Survey. Each Reference Currency is expressed in the Index in terms of a number of foreign currency units relative to one USD ( e.g. , a number of JPY per one USD) or in terms of a number of USDs per one unit of the reference currency ( e.g. , a number of USDs per one Euro). In order to reflect the currency returns, the Index references the Spot Rates and tomorrow-next (“T/N”) Forward Points associated with each Reference Currency. See “—The Reference Currencies — Spot Rates of Each Reference Currency” and “— The Reference Currencies — T/N Forward Points of Each Reference Currency” below.

For purposes of calculating the Index, the Index references the WMR Spot Rates and T/N Forward Points associated with each Reference Currency and adjusts such rate or point to account for the bid/ask spread and the market convention associated with the currencies.

The Spot Rate of Each Reference Currency

A “Spot Rate” is the rate at which a Reference Currency can be exchanged for USDs on an immediate basis, subject to the applicable settlement cycle. In other words, if you wanted to convert USDs into Euros, you could enter into a spot transaction at the Spot Rate (subject to the bid/ask) and you would receive Euros in a number of days, depending on the settlement cycle of that currency. Generally, the settlement of a “spot” transaction is two currency business days (except in the case of Canadian dollars, which settle on the next Business Day). The following table sets forth the Reference Currencies (each of which is measured against USDs), the applicable Reuters Page for each Spot Rate referenced by the Index and the market convention for quoting such currency.


Reference Currency	Reuters Page	Market Convention for Quotation
EUR/USD	USDEURFIX=WM	Number of USD per one EUR
USD/JPY	USDJPYFIX=WM	Number of JPY per one USD
GBP/USD	USDGBPFIX=WM	Number of USD per one GBP
AUD/USD	USDAUDFIX=WM	Number of USD per one AUD
USD/CHF	USDCHFFIX=WM	Number of CHF per one USD
USD/CAD	USDCADFIX=WM	Number of CAD per one USD
USD/HKD	USDHKDFIX=WM	Number of HKD per one USD
USD/SEK	USDSEKFIX=WM	Number of SEK per one USD
NZD/USD	USDNZDFIX=WM	Number of USD per one NZD
USD/NOK	USDNOKFIX=WM	Number of NOK per one USD

The Index generally references the Spot Rate for each Reference Currency as of 4:00 p.m. London time, but may use different fixing times for certain reasons as described in the Index Rules .

T/N Forward Points of Each Reference Currency

As noted, in most spot currency transactions, settlement is two currency business days after the trade date. Tomorrow-next trades typically arise when a person does not want to receive delivery of the currency. A T/N forward point is the number of basis points associated with rolling a position that would settle “tomorrow” so that the position would settle on the “next” day ( i.e. , the day after tomorrow). A “T/N forward point” or “tomorrow next-forward point” is a number of basis points that are added or subtracted from a Spot Rate of a Reference Currency to reflect the fact that delivery of the currency is not taken at the Spot Rate. Because the Index does not take delivery of any currencies (since it is a synthetic benchmark and not an actual portfolio), the Index values the Reference Currencies using a “tomorrow-next forward” rate, which — combined with a Spot Rate — essentially rolls the Index’s currency position forward by one day to reflect the fact that the Index does not take actual delivery of the Reference Currency or the USD.

Description of the Thomson Reuters Global Gold (Ex-USD) Index

The following table sets forth the Reference Currencies (each of which is measured against USDs) and the applicable Reuters Page for each T/N forward point referenced by the Index and the market convention for quoting such Reference Currency.


Reference Currency		Reuters Page
EUR/USD		USDEURTNFIXP=WM
USD/JPY		USDJPYTNFIXP=WM
GBP/USD		USDGBPTNFIXP=WM
AUD/USD		USDAUDTNFIXP=WM
USD/CHF		USDCHFTNFIXP=WM
USD/CAD		USDCADTNFIX=WM
USD/HKD		USDHKDTNFIXP=WM
USD/SEK		USDSEKTNFIXP=WM
NZD/USD		USDNZDTNFIXP=WM
USD/NOK		USDNOKTNFIXP=WM

The Index generally references the T/N forward points for each Reference Currency as of 10:00 a.m. London time, but may use different fixing times for certain reasons as described in the Index Rules.

WEIGHTING THE REFERENCE CURRENCIES IN THE INDEX

The weights of each Reference Currency are based on the summary results of the FX Liquidity Survey as published by the BIS. Every three years, the BIS reviews turnover in foreign exchange markets and publishes its preliminary results in September and final results in December. The BIS last published its FX Liquidity Survey in September 2013. The Index references the summary results of the most recent FX Liquidity Survey to determine which currencies are Reference Currencies and the weight of those Reference Currencies in the Index.

The three most heavily weighted currencies referenced in the Index and their respective weights as of April 20, 2015 were the euro (approximately 38%), yen (approximately 26%), and GBP (approximately 13%).

The weights of each Reference Currency in the Index are calculated using the following six-step process:

First, every three years, the Index will reference the raw weights published by the BIS in the summary results of the FX Liquidity Survey. The most recent weights were published in 2013 and the next scheduled publication of weights is December 2016.

Second, the percentages for each currency are divided by two, because each currency transaction in the BIS survey is counted twice. For example, if a survey participant did a EUR/USD transaction, both the EUR notional would be counted and the USD notional would be counted. By dividing by two, the percentage of transactions is equal to 100%.

Third, the potential currencies are ranked from most used to least used ( i.e. , most liquid to least liquid), and only the currencies that constitute the top 90% of FX turnover according to the FX Liquidity Survey are eligible to be included in the Index.

Fourth, the following currencies are excluded: USDs, any currency that does not have published WMR Spot Rates and T/N forward points and any currency that is only tradable as a non-deliverable forward contract.

Fifth, the 10 most liquid currencies meeting these criteria are eligible for inclusion in the Index.

Sixth, the remaining currencies are scaled up on a pro rata basis so that the aggregate percentages associated with such currencies equals 100%.

Description of the Thomson Reuters Global Gold (Ex-USD) Index

The following table sets forth the weights for each Reference Currency in the Index for the last three rebalancing periods:


Reference Currency	2007	2010	2013
EUR	38.46470590%	40.57241649%	37.72012264%
JPY	17.91447172%	19.73101000%	26.00790695%
GBP	15.43991000%	13.38072685%	13.33248832%
AUD	6.87217886%	7.88317780%	9.75233251%
CHF	7.08628499%	6.55196305%	5.81886712%
CAD	4.45503689%	5.49060771%	5.15594142%
HKD	2.80912876%	2.45901604%	—
SEK	2.80445172%	2.27642804%	—
NZD	1.96884510%	1.65465401%	2.21234105%
NOK	2.18498606%	—	—

INDEX PROVIDER

The Index Provider will act in good faith and in a commercially reasonable manner in respect of determinations, interpretations and calculations made by it pursuant to the Index Rules.

All determinations, interpretations and calculations of the Index Provider relating to the Index Rules will be final, conclusive and binding, and no person will be entitled to make any claim against the Index Provider or any Relevant Person (as defined in the Index License Agreement) in respect thereof. Neither the Index Provider nor any Relevant Person will:

(a)

be under any obligation to revise any determination, interpretation or calculation made or action taken for any reason in connection with the Index Rules or the Index; or

(b)

have any responsibility to any person for any determination, interpretation or calculation made or anything done (or omitted) (whether as a result of negligence or otherwise) in respect of the Index, the publication of the Index Level (or failure to publish such level) or any use to which any person may put the Index or the Index Levels.

CALCULATION OF THE INDEX LEVELS

On each Index Calculation Day, the Index Provider will calculate the Index Level in accordance with the terms set forth in the Index Rules. The Index Level was set equal to (the “Initial Index Level”) on , 2015 (the “Index Start Date”), and the Index has been calculated live since , 2015 (the “Index Live Date”).

No assurance can be given that the Index will be successful or that the Index will generate positive returns or will accurately reflect the price of gold relative to the applicable currency pairs. See “Risk Factors” starting on page 9.

PUBLICATION OF THE INDEX LEVELS

The Index Provider will publish (in a manner determined by the Index Provider from time to time) the Index Level as of each Publication Day in accordance with the Index Rules. If an Index Calculation Day is not a Publication Day, the Index Provider will not publish the Index Level and the Index Provider will resume publishing the Index Level on the immediately following Publication Day, subject to the consequences of the occurrence of a Market Disruption Event or Extraordinary Event. A “Publication Day” is any day that (a) is an Index Calculation Day and (b) is not an Index Disrupted Day. An “Index Disrupted Day” is any day on which a Market Disruption Event or Extraordinary Event has occurred or is continuing.

Notwithstanding anything to the contrary, the Index Provider may cease publication of the Index Level at any time in its sole discretion, and nothing in this prospectus shall be construed as an agreement by the Index Provider to continue to calculate the Index Level if the Index Provider has elected to cease publication.

Description of the Thomson Reuters Global Gold (Ex-USD) Index

The Index Provider will publish an Index Level with two or three decimal points and may vary its rounding convention in its sole discretion; provided that it will not publish an Index Level with less than two decimal points. Notwithstanding anything to the contrary, the Index Provider may calculate and maintain the Index Level to greater accuracy for the determination of upcoming Index Levels or other calculations.

AMENDMENTS TO THE INDEX RULES

The Index Rules for the Index may be amended from time to time by the Index Provider pursuant to the terms of the Index Rules and will be republished (in a manner determined by the Index Provider from time to time) no later than one calendar month following such amendment. Amendments to the Index Rules will be publicly available at least days in advance of implementation.

Although the Index Rules are intended to be comprehensive and accurate, ambiguities may arise and errors or omissions may have been made. If an ambiguity, error or omission arises, the Index Provider will resolve or address such ambiguity, error or omission in its sole discretion and, if necessary, the Index Provider will amend the Index Rules to reflect such resolution.

COMPARING THE PERFORMANCE OF THE INDEX AND THE GOLD PRICE

Table 1 below shows the performance of the Gold Price and the Index over various periods dating back to 2004. It also shows the correlation of the Gold Price and the Index against the USD.

Though the length of the survey period is limited and is based on pre-inception Index performance, which limits the conclusions that can be drawn from the results, the Index has had consistently lower volatility than the Gold Price across the period analyzed of September 30, 2004 through July 31, 2015. As shown in the chart, the correlation between the Index and the USD during this period is smaller in magnitude (and often times very close to zero) than the consistently negative correlation between the Gold Price and the USD. During such time period, however, many factors have impacted the fluctuations of gold, the USD and the Reference Currencies which may affect the usefulness of the data regarding the correlation between the Index, gold, the USD and the Reference Currencies.

In terms of returns, during the periods measured, the Index has historically outperformed the Gold Price on periods when the USD has strengthened against multiple currencies. Conversely, it has historically underperformed the Gold Price over periods when the USD has weakened against multiple currencies. Of course, as with all indexes and investment strategies, the past performance of the Index is not indicative of future performance and there can be no guarantee the Index will perform in a similar manner in the future. In addition, the data regarding the Index is preliminary and subject to change.

Description of the Thomson Reuters Global Gold (Ex-USD) Index

TABLE 1: PERFORMANCE OF GOLD VERSUS THE INDEX OVER VARIOUS PERIODS OF TIME


		Return						Volatility						Correlation w/ US$
		Gold			Global gold			Gold			Global gold			Gold		Global gold
10-year average	7/31/2005-7/31/2015		11.4	%		11.3	%		20.2	%		18.2	%		-0.41		-0.06
5-year average	7/31/2010-7/31/2015		0.2	%		2.5	%		17.7	%		15.9	%		-0.39		-0.03
3-year average	7/31/2012-7/31/2015		-11.9	%		-6.6	%		16.5	%		14.9	%		-0.39		-0.05
1-year average	7/31/2014-7/31/2015		-16.5	%		0.2	%		13.4	%		11.7	%		-0.44		0.07
Great Recession	7/1/2008-3/31/2009		4.5	%		18.8	%		35.7	%		33.1	%		-0.40		-0.01
Sovereign Debt Crisis I	12/1/2009-5/28/2010		3.7	%		16.1	%		17.7	%		16.3	%		-0.37		-0.02
Sovereign Debt Crisis II	4/29/2011-6/29/2012		4.3	%		12.2	%		22.0	%		20.0	%		-0.37		-0.03
2005	1/1/2005-12/31/2005		17.2	%		29.6	%		13.3	%		12.4	%		-0.40		0.15
2006	1/1/2006-12/31/2006		23.7	%		17.6	%		23.7	%		21.1	%		-0.43		-0.18
2007	1/1/2007-12/31/2007		29.0	%		21.8	%		15.8	%		14.1	%		-0.45		-0.27
2008	1/1/2008-12/31/2008		9.2	%		12.4	%		31.6	%		27.1	%		-0.52		-0.21
2009	1/1/2009-12/31/2009		24.6	%		17.7	%		21.4	%		20.3	%		-0.37		0.11
2010	1/1/2010-12/31/2010		27.0	%		24.4	%		16.1	%		15.2	%		-0.35		0.09
2011	1/1/2011-12/31/2011		10.7	%		9.2	%		20.9	%		19.7	%		-0.29		0.09
2012	1/1/2012-12/31/2012		9.3	%		7.8	%		16.7	%		14.1	%		-0.54		-0.23
2013	1/1/2013-12/31/2013		-29.5	%		-27.5	%		21.7	%		19.8	%		-0.41		-0.15
2014	1/1/2014-12/31/2014		1.0	%		11.0	%		13.0	%		11.4	%		-0.46		-0.15
2015*	1/1/2015-7/31/2015		-9.8	%		-3.4	%		13.8	%		12.4	%		-0.41		0.15

As of July 31, 2015

Volatility and correlation computed using daily returns.

Source: Bloomberg, ICE Benchmark Administration, World Gold Council

Volatility and correlation computed using daily returns. Volatility is calculated as the standard deviation from the mean.

Source: Bloomberg, Thomson Reuters, World Gold Council

Description of the Thomson Reuters Global Gold (Ex-USD) Index

Table 2 below shows the percentage change (return) for gold (US$/oz) and the Index as a function of the direction of the USD. In general, the Index has historically outperformed the Gold Price on days when the USD appreciates (strengthens) against other currencies. Conversely, the Index has historically underperformed the Gold Price in periods when the USD depreciates (weakens) against other currencies. The net effect (total return) over a longer period of time will depend on whether there are more days in which the USD strengthens or more days in which it weakens, and the magnitude of such changes on each day. Table 2 also shows that the Index has historically had a lesser sensitivity to changes in the value of the USD than the Gold Price US$/oz has had.

TABLE 2: GOLD AND INDEX RETURNS DEPENDING ON WHETHER THE US$ GOES UP OR DOWN


		Gold (US$)									Global Gold Index
		Return**			Return w/ up US$ †			Return w/ down US$ ‡			Return**			Return w/ up US$ †			Return w/ down US$ ‡
10-year average	7/31/2005-7/31/2015		11.4	%		-47.0	%		58.4	%		11.3	%		3.9	%		7.4	%
5-year average	7/31/2010-7/31/2015		0.2	%		-45.8	%		46.1	%		2.5	%		-1.0	%		3.5	%
3-year average	7/31/2012-7/31/2015		-11.9	%		-45.6	%		33.8	%		-6.6	%		-4.8	%		-1.8	%
1-year average	7/31/2014-7/31/2015		-16.5	%		-49.4	%		32.9	%		0.2	%		4.7	%		-4.5	%
Great Recession	7/1/2008-3/31/2009		4.5	%		-62.7	%		67.2	%		18.8	%		13.3	%		5.4	%
Sovereign Debt Crisis I	12/1/2009-5/28/2010		3.7	%		-18.3	%		22.0	%		16.1	%		12.7	%		3.3	%
Sovereign Debt Crisis II	4/29/2011-6/29/2012		4.3	%		-68.8	%		73.1	%		12.2	%		-5.6	%		17.8	%
2005	1/1/2005-12/31/2005		17.2	%		-22.9	%		40.1	%		29.6	%		36.2	%		-6.5	%
2006	1/1/2006-12/31/2006		23.7	%		-59.3	%		83.0	%		17.6	%		3.0	%		14.6	%
2007	1/1/2007-12/31/2007		29.0	%		-24.8	%		53.7	%		21.8	%		7.0	%		14.8	%
2008	1/1/2008-12/31/2008		9.2	%		-110.2	%		119.4	%		12.4	%		-36.6	%		49.0	%
2009	1/1/2009-12/31/2009		24.6	%		-31.0	%		55.7	%		17.7	%		31.9	%		-14.1	%
2010	1/1/2010-12/31/2010		27.0	%		-23.9	%		50.9	%		24.4	%		27.9	%		-3.5	%
2011	1/1/2011-12/31/2011		10.7	%		-48.9	%		59.6	%		9.2	%		5.5	%		3.7	%
2012	1/1/2012-12/31/2012		9.3	%		-40.4	%		49.7	%		7.8	%		-0.4	%		8.2	%
2013	1/1/2013-12/31/2013		-29.5	%		-67.6	%		38.1	%		-27.5	%		-27.1	%		-0.4	%
2014	1/1/2014-12/31/2014		1.0	%		-31.7	%		32.7	%		11.0	%		2.8	%		8.2	%
2015*	1/1/2015-7/31/2015		-9.8	%		-29.9	%		20.1	%		-3.4	%		2.7	%		-6.1	%

As of July 31, 2015

Return over each corresponding period regardless of the direction of the US dollar.

†

Return over the period computed only in days when the trade-weighted US dollar was up.

‡

Return over the period computed only in days when the trade-weighted US dollar was down.

Source: Bloomberg, ICE Benchmark Administration, World Gold Council

Description of the Thomson Reuters Global Gold (Ex-USD) Index

Table 3 below shows the performance of gold, the performance of the Index, and the approximate FX contribution. The approximate FX contribution is the differential between the Index return and the Gold Price in US$/oz.

TABLE 3: PERFORMANCE OF GOLD, THE INDEX, AND THE APPROXIMATE FX CONTRIBUTION


		Return
		Gold			Global Gold			Approx. FX**
10-year average	7/31/2005-7/31/2015		11.4	%		11.3	%		-0.1	%
5-year average	7/31/2010-7/31/2015		0.2	%		2.5	%		2.2	%
3-year average	7/31/2012-7/31/2015		-11.9	%		-6.6	%		6.0	%
1-year average	7/31/2014-7/31/2015		-16.5	%		0.2	%		20.0	%
Great Recession	7/1/2008-3/31/2009		4.5	%		18.8	%		13.7	%
Sovereign Debt Crisis I	12/1/2009-5/28/2010		3.7	%		16.1	%		11.9	%
Sovereign Debt Crisis II	4/29/2011-6/29/2012		4.3	%		12.2	%		7.6	%
2005	1/1/2005-12/31/2005		17.2	%		29.6	%		10.6	%
2006	1/1/2006-12/31/2006		23.7	%		17.6	%		-4.9	%
2007	1/1/2007-12/31/2007		29.0	%		21.8	%		-5.6	%
2008	1/1/2008-12/31/2008		9.2	%		12.4	%		2.9	%
2009	1/1/2009-12/31/2009		24.6	%		17.7	%		-5.5	%
2010	1/1/2010-12/31/2010		27.0	%		24.4	%		-2.0	%
2011	1/1/2011-12/31/2011		10.7	%		9.2	%		-1.4	%
2012	1/1/2012-12/31/2012		9.3	%		7.8	%		-1.4	%
2013	1/1/2013-12/31/2013		-29.5	%		-27.5	%		2.9	%
2014	1/1/2014-12/31/2014		1.0	%		11.0	%		9.9	%
2015*	1/1/2015-7/31/2015		-9.8	%		-3.4	%		7.1	%

As of July 31, 2015

The approximate FX contribution is the differential between the Thomson Reuters Global Gold (Ex-USD) Index return and the gold price in US$/oz.

It is computed as follows: (1+R(GG))=(1+R(g))*(1+R(iFX)), where for each corresponding period R(GG) is the return of the Thomson Reuters Global Gold (Ex-USD) Index, R(g) is the return of gold (US$/oz), and R(iFX) is the corresponding approximate foreign exchange return. Please note that this approximate foreign exchange return includes embedded costs that are part of the Thomson Reuters Global Gold (Ex-USD) Index.”

Source: Bloomberg, ICE Benchmark Administration, World Gold Council

Description of the Thomson Reuters Global Gold (Ex-USD) Index

TABLE 4: APPROXIMATE FX CONTRIBUTION PER DAY*


		Approximate FX**
		Daily average			Absolute daily average ^†			Daily volatility‡
10-year average	7/31/2005-7/31/2015		0.003	%		0.4	%		0.6	%
5-year average	7/31/2010-7/31/2015		0.011	%		0.3	%		0.5	%
3-year average	7/31/2012-7/31/2015		0.022	%		0.3	%		0.4	%
1-year average	7/31/2014-7/31/2015		0.066	%		0.4	%		0.5	%
Great Recession	7/1/2008-3/31/2009		0.084	%		0.7	%		1.2	%
Sovereign Debt Crisis I	12/1/2009-5/28/2010		0.098	%		0.4	%		0.5	%
Sovereign Debt Crisis II	4/29/2011-6/29/2012		0.029	%		0.4	%		0.5	%
2005	1/1/2005-12/31/2005		0.049	%		0.4	%		0.5	%
2006	1/1/2006-12/31/2006		-0.019	%		0.5	%		0.7	%
2007	1/1/2007-12/31/2007		-0.026	%		0.3	%		0.4	%
2008	1/1/2008-12/31/2008		0.022	%		0.6	%		1.0	%
2009	1/1/2009-12/31/2009		-0.023	%		0.5	%		0.7	%
2010	1/1/2010-12/31/2010		-0.008	%		0.4	%		0.5	%
2011	1/1/2011-12/31/2011		-0.003	%		0.4	%		0.6	%
2012	1/1/2012-12/31/2012		-0.003	%		0.3	%		0.5	%
2013	1/1/2013-12/31/2013		0.010	%		0.3	%		0.4	%
2014	1/1/2014-12/31/2014		0.040	%		0.2	%		0.3	%
2015*	1/1/2015-7/31/2015		0.044	%		0.4	%		0.5	%

As of July 31, 2015

“**

The approximate FX contribution is the differential between the Thomson Reuters Global Gold (Ex-USD) Index return and the gold price in US$/oz.

It is computed as follows: (1+R(GG))=(1+R(g))*(1+R(iFX)), where for each corresponding period R(GG) is the return of the Thomson Reuters Global Gold (Ex-USD) Index, R(g) is the return of gold (US$/oz), and R(iFX) is the corresponding return of the approximate foreign exchange (FX). Please note that this approximate FX includes transaction and other costs that are part of the Thomson Reuters Global Gold (Ex-USD) Index.”

†

Average of the daily absolute value of the approximate FX over the period, computed as: (1/n) S |R(iFX)|; where R(iFX) is the approximate FX return on a given day and ‘n’ is the number of business days in the period.

‡

Daily volatility of the approximate FX, computed as the standard deviation of the approximate FX returns over the period.

Source: Bloomberg, ICE Benchmark Administration, World Gold Council

The past performance depicted in Tables 1, 2, 3 and 4 above is not indicative of future performance and is no guarantee of future results.

Operation of the Fund

Because the Fund generally will hold only Gold Bullion (and not USDs or the Reference Currencies), the actual economic impact of changes to the value of the Reference Currencies against the USD from day to day can be reflected in the Fund only by moving an amount of Gold Bullion ounces of equivalent value into or out of the Fund. Therefore, the Fund will seek to track the performance of the Index by entering into a transaction each Business Day with the Gold Delivery Provider pursuant to which Gold Bullion is moved into or out of the Fund. The terms of this transaction are set forth in a written contract between the Fund and the Gold Delivery Provider referred to as the “Gold Delivery Agreement.” The Fund does not intend to enter into any other Gold Bullion transactions other than with the Gold Delivery Provider as described in the Gold Delivery Agreement (except that Authorized Participants will deliver or receive Gold Bullion from the Fund in connection with the purchase or redemption of Creation Units and the Fund will sell Gold Bullion to cover Fund expenses). The Fund will not hold any non-U.S. currency or any financial instruments linked to a non-U.S. currency or index, other than the Fund’s rights and obligations under the Gold Delivery Agreement.

Gold Bullion held by the Fund will only be sold (1) on an as-needed basis to pay Fund expenses; (2) in the event the Fund terminates and liquidates its assets; or (3) as otherwise required by law or regulation. The sale of Gold Bullion by the Fund, and the transfer of Gold Bullion out of the Fund pursuant to the Gold Delivery Agreement, is a taxable event to Shareholders. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders.”

THE GOLD DELIVERY AGREEMENT

Pursuant to the terms of the Gold Delivery Agreement, the Fund will deliver Gold Bullion to, or receive Gold Bullion from, the Gold Delivery Provider each Business Day. The amount of Gold Bullion transferred will be equivalent to the Fund’s profit or loss as if the Fund had exchanged the Reference Currencies, in the proportion in which they are reflected in the Index, for USDs in an amount equal to the Fund’s declared holdings of Gold Bullion on such day. In general, if there is a currency gain ( i.e. , the value of the USD against the Reference Currencies increases), the Fund will receive Gold Bullion. In general, if there is a currency loss ( i.e. , the value of the USD against the Reference Currencies decreases), the Fund will deliver Gold Bullion. In this manner, the amount of Gold Bullion held by the Fund will be adjusted to reflect the daily change in the value of the Reference Currencies against the USD. The Gold Delivery Agreement requires Gold Bullion ounces equal to the value of the Gold Delivery Amount to be delivered to the custody account of the Fund or Gold Delivery Provider, as applicable.

Subject to the terms of the Gold Delivery Agreement, on a daily basis, the Gold Delivery Provider will (i) calculate the Gold Delivery Amount and (ii) deliver Gold Bullion ounces equal to the USD value of the Gold Delivery Amount into or out of the Fund. The Gold Delivery Amount is the amount of Gold Bullion ounces to be delivered into or out of the Fund on a daily basis to reflect price movements in the Reference Currencies against the USD from the prior Business Day (assuming no “Market Disruption Event” or “Extraordinary Event” has occurred or is continuing as described in more detail below).

CALCULATION OF THE GOLD DELIVERY AMOUNT

The starting point for the calculation of the Gold Delivery Amount is the daily change in the exchange rate of the Reference Currencies, in their respective Index weights, against the USD. The Gold Delivery Amount is calculated, in simplest terms, primarily by applying this rate to the dollar value of Gold Bullion held by the Fund. The result of this calculation is an amount in USDs which reflects how the Fund’s Gold Bullion holdings would have performed if such holdings had been denominated in the Reference Currencies instead of the USD. This dollar amount is converted into a number of ounces of gold based on the published price of gold, which amount is the Gold Delivery Amount for the Fund.

Specifically, the Gold Delivery Provider will determine the effect of changes in the daily value of the Reference Currencies against the USD by calculating the change in the Spot Rates of the Reference Currencies in their respective Index weights against the USD from the prior Business Day. The Gold Delivery Provider also factors

Operation of the Fund

in T/N Forward Prices and a small interest rate component to reflect that the Reference Currencies in the Index are being rolled and not delivered. The Gold Delivery Provider may use another rate if any Spot Rate is delayed or unavailable as set forth in the Gold Delivery Agreement. The resultant USD amount is referred to as the “FX PnL per Ounce.” The Gold Delivery Provider generally will make this calculation shortly after the Reference Currency prices are published at the “WMR FX Fixing Time,” which is generally at 4:00 p.m. London Time.

The FX PnL per Ounce is then multiplied by the number of Shares outstanding on such Business Day (without giving effect to any creation or redemption orders accepted for such Business Day) and the amount of gold (in ounces) associated with each Share. For these purposes gold is valued at the Gold Price ( i.e. , the LBMA Gold Price PM, though the Gold Delivery Provider may use other sources if the LBMA Gold Price PM is delayed or unavailable, as set forth in the Gold Delivery Agreement). This calculation produces an amount in USDs equal to how the Fund’s Gold Bullion holdings would have performed if such holdings had been denominated in the Reference Currencies instead of the USD. This amount is referred to as the “Net FX PnL Amount.”

The Net FX PnL Amount is adjusted downward by embedded costs (which costs are based on each Business Day’s changing size of the Fund’s Gold Bullion holdings, changing gold prices, and changing prices of the Reference Currencies, and which embedded costs historically have averaged less than basis points), and the resulting amount is then converted into a number of ounces of gold based on the next available Gold Price and is. The resultant total is the Gold Delivery Amount.

If the Gold Delivery Amount is a positive number (meaning that the Fund has experienced a currency gain on the notional currency short positions), the Gold Delivery Provider will transfer to the Fund’s custody account an amount of Gold Bullion (in ounces) equal to the USD value of the Gold Delivery Amount. If the Gold Delivery Amount is a negative number (meaning that the Fund has experienced a currency loss on the notional currency short positions), the Fund will transfer to the Gold Delivery Provider’s custody account an amount of Gold Bullion (in ounces) equal to the USD value of the Gold Delivery Amount.

The following chart shows hypothetical Gold Bullion deliveries to and from the Fund by the Gold Delivery Provider. The numerical values are based on actual historical data on four days chosen to indicate the various combinations of gold (in USD terms) and the Reference Currencies appreciating or depreciating. Specifically, the chart shows how Gold Bullion would move into or out of the Fund on a particular day in which (1) the price of gold increases and the value of the USD against the Reference Currencies decreases; (2) the price of gold increases and the value of the USD against the Reference Currencies increases; (3) the price of gold decreases and the value of the USD against the Reference Currencies decreases; and (4) the price of gold decreases and the value of the USD against the Reference Currencies increases.

In the below chart, “FX” is the basket of Reference Currencies. “Up” refers to appreciation and “down” refers to depreciation. The below chart assumes Fund assets of $100 million. “FX Up” means the Reference Currencies appreciated against the USD and “FX Down” means the Reference Currencies depreciated against the U.SD.


Gold and FX Up or Down	Date		Index % Change			Gold Price in USD % Change			Approximate FX % Change*			USD Amount of Gold To (+) and From (-) the Fund
Gold Up / FX Down		1/2/2014		2.32	%		1.70	%		0.611	%		+$611,000
Gold Up / FX Up		1/10/2014		0.96	%		1.5	%		-0.520	%		-$520,000
Gold Down / FX Down		5/20/2014		-0.28	%		-0.5	%		0.216	%		+$216,000
Gold Down / FX Up		7/14/2014		-2.19	%		-2.2	%		-0.021	%		-$ 21,000

The approximate FX percentage change is the differential between the Index percentage change and the gold price percentage change in US$/oz. It is computed as follows (1+R(GG))=(1+R(g))*(1+R(iFX)), where for each corresponding period R(GG) is the percentage change of the Index, R(g) is the percentage change of gold (US$/oz), and R(iFX) is the approximate FX percentage change.

Operation of the Fund

Creation and Redemption of Shares

The Gold Delivery Agreement also specifies how the amount of Gold Bullion representing a Creation Unit is determined in connection with creation and redemption transactions (see “Creation and Redemption of Shares”).

MARKET DISRUPTION EVENTS AND EXTRAORDINARY EVENTS

Fund Expenses

The Fund’s only ordinary recurring expense is expected to be the annual remuneration due to the Sponsor of % of the daily net asset value of the Fund. In exchange for the Sponsor’s fee the Sponsor has agreed to assume the following administrative and marketing expenses incurred by the Fund: fees paid to the Administrator, Gold Delivery Provider, Custodian and Trustee, NYSE Arca listing fees, typical maintenance and transaction fees of the DTC, SEC registration fees, printing and mailing costs, audit fees and expenses, up to $ per annum in legal fees and expenses and applicable license fees. The Sponsor will sell Gold on an as-needed basis to pay the Sponsor’s fee.

In certain exceptional cases the Fund will pay for some expenses. These exceptions include expenses not assumed by the Sponsor (described in the immediately preceding paragraph), taxes and governmental charges, expenses and costs of any extraordinary services performed by the Trustee or the Sponsor on behalf of the Trust or action taken by the Trustee or the Sponsor to protect the Trust or the interests of Shareholders, indemnification of the Sponsor under the Depositary Agreement, and legal expenses in excess of $ per year.

Shareholders do not have the option of choosing to pay their proportionate share of the Fund’s expenses in lieu of having their share of expenses paid by the sale of the Fund’s Gold. Each sale of Gold by the Fund will be a taxable event to Shareholders. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders.”

SALES OF GOLD

The Sponsor will sell the Fund’s Gold Bullion as necessary to pay the Fund’s expenses. When selling Gold Bullion to pay expenses, the Sponsor will endeavor to sell the smallest amounts of Gold Bullion needed to pay expenses in order to minimize the Fund’s holdings of assets other than Gold Bullion and will endeavor to sell at the LBMA Gold Price PM. The Sponsor will place orders with Gold Bullion dealers (which may include the Custodian) through which the Sponsor expects to receive the most favorable price and execution of orders. The Custodian may be the purchaser of such Gold Bullion only if the sale transaction is made at the next LBMA Gold Price (either A.M. or P.M.) following the sale order. The Sponsor shall not be liable for depreciation or loss incurred by reason of any sale. See “United States Federal Tax Consequences — Taxation of U.S. Shareholders” for information on the tax treatment of Gold Bullion sales.

The Sponsor will sell the Fund’s Gold Bullion if that sale is required by applicable law or regulation or in connection with the termination and liquidation of the Fund.

Any property received by the Fund other than Gold Bullion, cash or an amount receivable in cash (such as, for example, an insurance claim) will be promptly sold or otherwise disposed of by the Sponsor and the resulting proceeds will be credited to the Fund’s cash account and/or converted into Gold Bullion.

Gold Bullion will also be delivered into or out of the Fund in accordance with the Gold Delivery Agreement. For more information, see the section herein titled “The Gold Delivery Provider and the Gold Delivery Agreement.”

CASH ACCOUNT AND RESERVE ACCOUNT

The Sponsor will cause the Fund to maintain a cash account in which proceeds of Gold Bullion sales and other cash received by the Fund will be held. The Sponsor may withdraw funds from the cash account to establish a reserve account for any taxes, other governmental charges and contingent or future liabilities.

Breakeven Analysis

The following table indicates the approximate percentage and dollar returns required for the value of an initial investment in a Share to equal the amount originally invested 12 months after issuance.

The table, as presented, is only an approximation, based on the assumed issuance of only the Initial Shares. The capitalization of the Fund may directly affect the amounts of one or more of these charges. The Sponsor’s Fee is calculated as a percentage of the Adjusted Net Asset Value of the Fund. The table does not reflect the additional transaction fees and costs required for the creation and redemption of Creation Units.

THE INFORMATION CONTAINED IN THIS BREAKEVEN ANALYSIS REFLECTS ESTIMATES DETERMINED AS OF , 2015. ACTUAL RESULTS MAY VARY SIGNIFICANTLY.


Expense ⁽¹⁾	$	%
Sponsor’s Fee ⁽²⁾	$	%
Organization and Offering Expenses ⁽³⁾	$	%
Fund Operating Expenses ⁽⁴⁾	$	%
12-Month Breakeven ⁽⁵⁾	$	%

(1)

The foregoing breakeven analysis assumes that the Shares have a constant month-end net asset value. Calculations are based on as the NAV. Dollar amounts are rounded to the nearest cent and percentages are rounded to two decimal places.

(2)

The Fund pays the Sponsor the Sponsor’s Fee, which accrues daily at an annualized rate of % of the Adjusted Net Asset Value of the Fund, payable by the Fund monthly in arrears. The Sponsor’s Fee is paid in consideration of the services provided by the Sponsor, including procuring the services of the Fund’s other service providers and its payment of certain related fees and expenses that would otherwise have been payable by the Fund.

(3)

The Sponsor is responsible for paying Organization and Offering Expenses, which consist of the costs and expenses incurred in connection with organizing the Fund and the initial issuance and distribution of the Shares. Organization and Offering Expenses include SEC registration fees, printing and mailing costs, listing and licensing fees, legal fees and expenses, accounting fees and expenses and the fees and expenses of certain other service providers to the Fund incurred in connection with the initial issuance and distribution of the Shares. The Fund does not separately bear the costs of Organization and Offering Expenses, although these costs are taken into consideration when calculating the Sponsor’s Fee. Additional information relating to Organization and Offering Expenses may be found under “Fund Expenses.”

(4)

The Sponsor is responsible for paying ongoing Fund Operating Expenses, which consist of the following: (1) fees paid to the Sponsor; (2) fees paid to the Trustee; (3) fees paid to the Custodian , Administrator and other service providers; and (4) various Fund administration fees, including printing and mailing costs, legal and audit fees, registration fees and NYSE Arca listing fees. The Sponsor is not responsible for paying extra ordinary expenses of the Fund. Additional information relating to Fund Operating Expenses may be found under “Fund Expenses.”

(5)

You may pay customary brokerage commissions in connection with purchases of Shares. Because such brokerage commission rates will vary from investor to investor, such brokerage commissions have not been included in the breakeven table. Investors are encouraged to review the terms of their brokerage accounts for details on applicable charges. This breakeven analysis does not include fees charged in connection with the creation/redemption process, currently totaling , as such fees are only payable by Authorized Participants in creation and redemption transactions.

Description of the Trust

The Trust is organized as a Delaware statutory trust consisting of multiple separate Series. Delaware Trust Company, a Delaware trust company with trust powers is the sole Trustee of the Trust. Each Series issues common units of beneficial interest, or Shares, which represent units of fractional undivided beneficial interest in and ownership of such Series. The Trust was organized into separate series as a Delaware statutory trust rather than as multiple separate trusts in order to achieve certain administrative efficiencies. As of the date of this Prospectus, the Trust consists of two Series. One such Series, the Global Currency Gold Fund or the “Fund,” is offered pursuant to this prospectus. The assets of the Fund include only Gold Bullion and cash, if any, including, without limitation, Gold Bullion delivered to the Fund in connection with Creation transactions or by the Gold Delivery Provider pursuant to the Gold Delivery Agreement.

The Trust was formed and is operated in a manner such that each Series is liable only for obligations attributable to such Series. This means that Shareholders of the Fund are not subject to the losses or liabilities of any other Series and Shareholders of the other Series are not subject to the losses or liabilities of the Fund. Accordingly, the debts, liabilities, obligations and expenses, or collectively, Claims, incurred, contracted for or otherwise existing solely with respect to the Fund or a Series are enforceable only against the assets of the Fund or such Series, as applicable, and not against any other Series or the Trust generally. This limitation on liability is referred to as the “Inter-Series Limitation on Liability.” The Inter-Series Limitation on Liability is expressly provided for under the Delaware Statutory Trust Act, which provides that if certain conditions are met, then the debts of any particular series will be enforceable only against the assets of such series and not against the assets of any other Fund or the Trust generally. For the avoidance of doubt, the Inter-Series Limitation on Liability applies to all series of the Trust, including both the Fund and any other Series.

The Fund expects to create and redeem Shares from time to time but only in Creation Units (a Creation Unit equals a block of 25,000 Shares). The number of outstanding Shares is expected to increase and decrease from time to time as a result of the creation and redemption of Creation Units. The creation and redemption of Creation Units requires the delivery to the Fund or the distribution by the Fund of the amount of Gold Bullion and cash, if any, represented by the Creation Units being created or redeemed. The total amount of Gold Bullion and cash, if any, required for the creation of Creation Units will be based on the combined NAV of the number of Creation Units being created or redeemed. The initial amount of Gold Bullion required for deposit with the Fund to create Shares is 10,000 ounces per Creation Unit. The number of ounces of Gold Bullion required to create a Creation Unit or to be delivered upon redemption of a Creation Unit is expected to gradually decrease over time. This is because the Shares comprising a Creation Unit will represent a decreasing amount of gold due to the sale of the Fund’s Gold Bullion to pay the Fund’s expenses. Creation Units may be created or redeemed only by Authorized Participants, who will pay a transaction fee of $500 for each order to create or redeem Creation Units. Authorized Participants may sell to other investors all or part of the Shares included in the Creation Units they purchase from the Fund. See “Plan of Distribution.” The number of Shares in a Creation Unit may be changed by the Sponsor at any time in its sole discretion.

Investors may obtain on a 24-hour basis gold pricing information based on the spot price for an ounce of gold from various financial information service providers. Current spot prices are also generally available with bid/ask spreads from Gold Bullion dealers. In addition, the Fund’s website will provide ongoing pricing information for gold spot prices and the Shares. Market prices for the Shares will be available from a variety of sources including brokerage firms, information websites and other information service providers. The NAV of the Fund will be posted on the Fund’s website. The Fund has no fixed termination date and the Sponsor may terminate the Fund for any reason in its sole discretion. See “The Declaration of Trust — Termination of the Trust.”

Description of Key Service Providers

THE SPONSOR

The Sponsor is a Delaware limited liability company formed on August 1, 2014. The Sponsor is responsible for establishing the Trust and for the registration of the Shares. The Sponsor generally oversees the performance of the Fund’s principal service providers, but does not exercise day-to-day oversight over such service providers. The Sponsor, with assistance and support from the Administrator, is responsible for preparing and filing periodic reports on behalf of the Fund with the SEC and will provide any required certification for such reports. The Sponsor will designate the independent registered public accounting firm of the Fund and may from time to time employ legal counsel for the Fund. The Sponsor is a CPO of the Fund and is registered in such capacity with the CFTC and is registered as a member of the National Futures Association. The Sponsor has not previously operated any other pools or traded any other accounts. The Sponsor is an affiliate of World Gold Trust Services LLC, the sponsor of the SPDR ^® Gold Trust. The Sponsor maintains a public website on behalf of the Fund ( ), which contains information about the Fund and the Shares.

THE TRUSTEE

Delaware Trust Company, a Delaware trust company, is the sole Trustee of the Trust and the Fund. The Trustee’s principal offices are located at 2711 Centerville Rd, Wilmington, DE 19808. The Trustee’s duties and liabilities with respect to the offering of the Shares and the management of the Trust and the Fund are limited to its express obligations under the Certificate of Trust and the Amended and Restated Agreement and Declaration of Trust. The rights and duties of the Trustee and the Shareholders are governed by the provisions of the Delaware Statutory Trust Act and by the Trust Declaration of Trust.

The Trustee accepts service of legal process on behalf of the Trust and the Fund in the State of Delaware and will make certain filings under the Delaware Statutory Trust Act. The Trustee does not owe any other duties to the Trust or the Shareholders. The Trust Declaration provides that the Trustee is compensated by the Fund, as appropriate. The Sponsor has the discretion to replace the Trustee.

The Trustee has not signed the registration statement of which this Prospectus is a part, and only the assets of the Fund are subject to issuer liability under the federal securities laws for the information contained in this Prospectus and under federal securities laws with respect to the issuance and sale of the Shares. Under such laws, neither the Trustee, either in its capacity as Trustee or in its individual capacity, nor any director, officer or controlling person of the Trustee is, or has any liability as, the issuer or a director, officer or controlling person of the issuer of the Shares. The Trustee’s liability in connection with the issuance and sale of the Shares is limited solely to the express obligations of the Trustee set forth in the Trust Declaration.

The Trustee has no duty or liability to supervise or monitor the performance of the service providers to the Fund, nor does the Trustee have any liability for the acts or omissions of such service providers. The Shareholders have no voice in the day-to-day management of the business and operations of the Fund and the Trust.

THE ADMINISTRATOR

The Sponsor, on behalf of the Fund, has appointed BNYM as the Administrator, of the Fund and has entered into an Administration Agreement in connection therewith (the “Administration Agreement”). BNYM, a banking corporation organized under the laws of the State of New York with trust powers, has an office at 2 Hanson Place, Brooklyn, New York 11217. BNYM is subject to supervision by the New York State Banking Department and the Board of Governors of the Federal Reserve System.

Pursuant to the Administration Agreement, the Administrator performs or supervises the performance of services necessary for the operation and administration of the Fund. These services include receiving and processing orders from Authorized Participants to create and redeem Creation Units, net asset value calculations, accounting and other fund administrative services. The Administrator retains, separately for the Fund, certain financial books and records, including Creation Unit creation and redemption books and records; Fund accounting records; books and records regarding Gold Bullion transfers under the Gold Delivery

Description of Key Service Providers

Agreement; ledgers with respect to assets; liabilities, capital, income and expenses; the registrar; transfer journals; and related details and trading and related documents received from custodians.

The Administration Agreement will continue in effect unless terminated on at least 90 days’ prior written notice by either party to the other party. Notwithstanding the foregoing, the Administrator may terminate the Administration Agreement with respect to the Fund upon 30 days’ prior written notice if the Fund has materially failed to perform its obligations under the Administration Agreement. The Administrator is both exculpated and indemnified under the Administration Agreement.

The Administrator’s monthly fees are paid by the Sponsor. The Administrator and any of its affiliates may from time to time purchase or sell Shares for their own accounts, as agents for their customers and for accounts over which they exercise investment discretion. The Administrator and any successor administrator must be a participant in DTC or such other securities depository as shall then be acting.

THE TRANSFER AGENT

The Sponsor, on behalf of the Fund, has appointed BNYM as the Transfer Agent of the Fund and has entered into a Transfer Agency and Service Agreement in connection therewith (the “Transfer Agency and Service Agreement”).

Pursuant to the Transfer Agency and Service Agreement, the Transfer Agent serves as the Fund’s transfer agent, dividend or distribution disbursing agent, and agent in connection with certain other activities as provided under the Transfer Agency and Service Agreement. The Transfer Agent receives a transaction processing fee in connection with orders from Authorized Participants to create or redeem Creation Units in the amount of $500 per order. These transaction processing fees are paid directly by the Authorized Participants and not by the Fund.

The term of the Transfer Agency and Service Agreement is one year from the effective date and will automatically renew for additional one-year terms unless any party provides written notice of termination (with respect to the Fund) at least 90 days prior to the end of any one-year term or unless earlier terminated as provided below:

Either party terminates prior to the expiration of the initial term in the event the other party breaches any material provision of the Transfer Agency and Service Agreement, including, without limitation in the case of the Trust, on behalf of the Fund, its obligations to compensate the Transfer Agent, provided that the non-breaching party gives written notice of such breach to the breaching party and the breaching party does not cure such violation within 90 days of receipt of such notice.

The Fund may terminate the Transfer Agency and Service Agreement prior to the expiration of the initial term upon 90 days’ prior written notice in the event that the Administrator determines to liquidate the Trust or the Fund and terminate its registration with the SEC other than in connection with a merger or acquisition of the Trust.

THE CUSTODIAN

JPMorgan Chase Bank, N.A., London Branch serves as the Custodian of the Fund’s Gold Bullion. JPMorgan Chase Bank, N.A. is a national banking association organized under the laws of the United States of America. Its London office is located at 125 London Wall, London EC2Y 5AJ. JPMorgan Chase Bank, N.A. is subject to supervision by the Federal Reserve Bank of New York and the Federal Deposit Insurance Corporation. While the UK operations of the Custodian are regulated by the FCA in the United Kingdom, the custodial services provided by the Custodian are presently not a regulated activity subject to the rules of the FCA.

The Custodian is responsible for safekeeping the Fund’s Gold Bullion. The Custodian facilitates the transfer of Gold Bullion into and out of the Fund through the unallocated Gold Bullion accounts it maintains for each Authorized Participant and the Gold Delivery Provider and the unallocated and allocated Gold Bullion accounts it maintains for the Fund. The Custodian is responsible for allocating specific bars of Gold Bullion to the Trust Allocated Account. The Custodian provides the Fund with regular reports detailing the Gold Bullion transfers

Description of Key Service Providers

into and out of the Trust Unallocated Account and the Trust Allocated Account and identifying the Gold Bullion bars held in the Trust Allocated Account.

The Custodian and its affiliates may from time to time purchase or sell Gold Bullion or Shares for their own accounts, as agents for their customers and for accounts over which they exercise investment discretion.

Custody of the Gold Bullion deposited with and held for the account of the Fund is provided by the Custodian at its London, England vault, or with the prior written approval of the Sponsor, in other places. The Custodian will hold all of the Fund’s Gold Bullion in its own vault premises except when the Gold Bullion has been allocated in the vault of a subcustodian solely for temporary custody and safekeeping, and in such cases the Custodian has agreed that it will use commercially reasonable efforts promptly to transport the Gold Bullion from the subcustodian’s vault to the Custodian’s vault, at the Custodian’s cost and risk. The Custodian is a market maker, clearer and approved weigher of gold under the rules of the LBMA.

The Custodian, as instructed by the Sponsor or the Fund, is authorized to accept, on behalf of the Fund, deposits of Gold Bullion in unallocated form. Acting on standing instructions given by the Sponsor or the Fund, the Custodian allocates Gold Bullion deposited in unallocated form with the Fund by selecting bars of Gold Bullion for deposit to the Trust Allocated Account from unallocated bars which the Custodian holds or by instructing a subcustodian to allocate bars from unallocated bars held by the subcustodian. All Gold Bullion allocated to the Fund must conform to the rules, regulations, practices and customs of the LBMA, and the Custodian must replace any non-conforming Gold Bullion with conforming bullion as soon as practical.

The Trust, on behalf of the Fund, and the Custodian have entered into the Custodian Agreement which establishes the Trust Unallocated Account and the Trust Allocated Account. The Trust Unallocated Account is used for several purposes. First, it is used to facilitate the transfer of Gold Bullion deposits and Gold Bullion redemption distributions between Authorized Participants and the Fund in connection with the creation and redemption of Creation Units. Second, the Trust Unallocated Account is also used in connection with the transfer of Gold Bullion into or out of the Fund pursuant to the Gold Delivery Agreement. Finally, the Trust Unallocated Account is used for sales of Gold Bullion to pay Fund Expenses, except when Gold Bullion is transferred into and out of the Fund; all Gold Bullion deposited with the Fund is held in the Trust Allocated Account.

The Custodian is authorized to appoint from time to time one or more subcustodians to hold the Fund’s Gold Bullion until it can be transported to the Custodian’s vault. In accordance with LBMA practices and customs, the Custodian does not have written custody agreements with the subcustodians it selects. This could affect the recourse of the Fund and the Custodian against any subcustodian in the event a subcustodian does not use due care in the safekeeping of the Fund’s Gold Bullion. See “Risk Factors — The ability of the Administrator and the Custodian to take legal action against subcustodians may be limited.”

The Custodian is required to use reasonable care in selecting subcustodians and will monitor the conduct of each subcustodian, and promptly advise the Trust of any difficulties or problems existing with respect to such subcustodian. The Custodian is obliged under the Custodian Agreement to use commercially reasonable efforts to obtain delivery of Gold Bullion from those subcustodians appointed by it. Under the Custodian Agreement, the use by the Custodian of any subcustodian does not relieve the Custodian of any of its responsibilities or liabilities under the Custodian Agreement.

Under the customs and practices of the London bullion market, allocated Gold Bullion is held by custodians and, on their behalf, by subcustodians under arrangements that permit each entity for which Gold Bullion is being held: (1) to request from the entity’s custodian (and a custodian or subcustodian to request from its subcustodian) a list identifying each Gold Bullion bar being held and the identity of the particular custodian or subcustodian holding the Gold Bullion bar and (2) to request the entity’s custodian to release the entity’s gold within two Business Days following demand for release. Each custodian or subcustodian is obligated under the customs and practices of the London bullion market to provide the bar list and the identification of custodians

Description of Key Service Providers

and subcustodians referred to in (1) above, and each custodian is obligated to release gold as requested. Under English law, unless otherwise provided in any applicable custody agreement, a custodian generally is liable to its customer for failing to take reasonable care of the customer’s gold and for failing to release the customer’s gold upon demand.

The Custodian does not require any subcustodians to be insured or bonded with respect to their custodial activities. The Custodian has agreed to maintain insurance in support of its custodial obligations under the Custodian Agreement, including covering any loss of gold, on such terms and conditions as it considers appropriate. The Sponsor (so long as the Sponsor is WUAMC) may, subject to confidentiality restrictions, review this insurance coverage, and the Custodian will give the Trust prior written notice of a reduction, cancellation or expiration of the insurance coverage. The Fund will not be a beneficiary of any such insurance and does not have the ability to dictate the nature or amount of the coverage. Therefore, Shareholders cannot be assured that the Custodian maintains adequate insurance or any insurance with respect to the Gold Bullion held by the Custodian on behalf of the Fund.

The Custodian has agreed to permit the officers and properly designated representatives of the Trustee and the independent public accountants for the Trust to access the Custodian’s records for the purpose of confirming the content of those records. Upon prior notice, any such officer or properly designated representative and any independent public accountant for the Trust is entitled to examine on the Custodian’s premises the Gold Bullion held by the Custodian and the records regarding the Gold Bullion held for the account of the Custodian at a subcustodian but no more than twice per calendar year unless otherwise agreed. The Custodian has agreed that it will only retain subcustodians if they agree to grant to the Trustee and the Sponsor access to records and inspection rights similar to those set forth above.

Custodian Agreement

The Custodian Agreement between the Trust, on behalf of the Fund, and the Custodian establishes the Trust Allocated Account and the Trust Unallocated Account, respectively. The following is a description of the material terms of the Custodian Agreement.

Transfers into the Trust Unallocated Account

The Custodian credits to the Trust Unallocated Account the amount of Gold Bullion it receives from the Trust Allocated Account, an Authorized Participant Unallocated Account or from other third-party unallocated accounts for credit to the Trust Unallocated Account. Unless otherwise agreed by the Custodian in writing, the only Gold Bullion the Custodian will accept in physical form for credit to the Trust Unallocated Account is Gold Bullion the Administrator has transferred from the Trust Allocated Account or that the Gold Delivery Provider has transferred into the Fund pursuant to the Gold Delivery Agreement. No interest will be paid by the Custodian on any credit balance to the Trust Unallocated Account.

Transfers from the Trust Unallocated Account

The Custodian transfers Gold Bullion from the Trust Unallocated Account only in accordance with the Administrator’s instructions to the Custodian. A transfer of Gold Bullion from the Trust Unallocated Account may only be made, (1) by transferring Gold Bullion to a third-party unallocated account, (2) by transferring Gold Bullion to the Trust Allocated Account, or (3) by either (A) making Gold Bullion available for collection at the Custodian’s vault premises or at such other location as the Custodian may specify or (B), if separately agreed, delivering the Gold Bullion to such location as the Custodian and the Administrator agree at the Fund’s expense and risk. Any Gold Bullion made available in physical form will be in a form which complies with the rules, regulations, practices and customs of the LBMA, the Bank of England or any applicable regulatory body, or Custody Rules, or in such other form as may be agreed between the Administrator and the Custodian, and in all cases will comprise one or more whole Gold Bullion bars selected by the Custodian.

The Custodian Agreement provides for the full allocation of all Gold Bullion received from the Authorized Participants and credited to the Trust Unallocated Account at the end of each Business Day. The Sponsor may

Description of Key Service Providers

establish an overdraft facility with the Custodian under which the Custodian may make available to the Trust Unallocated Account up to 430 fine ounces of Gold Bullion in order to allow the Custodian to fully allocate all Gold Bullion credited to the Trust Unallocated Account to the Trust Allocated Account at the end of each Business Day.

Transfers into the Trust Allocated Account

With respect to Gold Bullion delivered by Authorized Participants, the Custodian receives transfers of Gold Bullion into the Trust Allocated Account only at the Administrator’s instructions by debiting Gold Bullion from the Trust Unallocated Account and crediting such Gold Bullion to the Trust Allocated Account. With respect to the Gold Delivery Amount, the Gold Delivery Provider may give instructions to the Custodian to receive a transfer of Gold Bullion in the Trust Allocated Account.

Transfers from the Trust Allocated Account

The Custodian transfers Gold Bullion from the Trust Allocated Account only in accordance with the Administrator’s instructions. Generally, the Custodian transfers Gold Bullion from the Trust Allocated Account only by debiting Gold Bullion from the Trust Allocated Account and crediting the Gold Bullion to the Trust Unallocated Account.

Withdrawals of Gold Directly from the Trust Allocated Account

Upon the Administrator’s instruction, the Custodian debits Gold Bullion from the Trust Allocated Account and makes the Gold Bullion available for collection by the Administrator or, if separately agreed, for delivery by the Custodian in accordance with its usual practices at the Fund’s expense and risk. The Administrator and the Custodian expect that the Administrator will withdraw Gold Bullion physically from the Trust Allocated Account (rather than by crediting it to the Trust Unallocated Account and instructing a further transfer from that account) only in exceptional circumstances, such as if, for some unforeseen reason, it was not possible to transfer Gold Bullion in unallocated form. The Custodian is not obliged to effect any requested delivery if, in its reasonable opinion, (1) this would cause the Custodian or its agents to be in breach of the Custody Rules or other applicable law, court order or regulation, (2) the costs incurred would be excessive or (3) delivery is impracticable for any reason. When Gold Bullion is physically withdrawn from the Trust Allocated Account pursuant to the Administrator’s instruction, all right, title, risk and interest in and to the Gold Bullion withdrawn shall pass to the person to whom or for whose account such Gold Bullion is transferred, delivered or collected at the time the recipient or its agent acknowledges in writing its receipt of Gold Bullion. Unless the Administrator specifies the bars of Gold Bullion to be debited from the Trust Allocated Account, the Custodian is entitled to select the Gold Bullion bars.

Exclusion of Liability

The Custodian will use reasonable care and diligence in the performance of its duties under the Custodian Agreement and is only responsible for any loss or damage suffered by the Fund as a direct result of any negligence, bad faith, willful misfeasance, or reckless disregard on the part of the Custodian or that of any of its agents or subcustodians, in the performance of the services provided under the Custodian Agreement. The Custodian’s liability is further limited to the market value of the Gold Bullion held in the Trust Allocated Account and the amount of the Gold Bullion credited to the Trust Unallocated Account. Furthermore, the Custodian has no duty to make or take or to require any subcustodian selected by it to make or take any special arrangements or precautions beyond those required by the Custody Rules or as specifically set forth in the Custodian Agreement.

In the event of a loss caused by the failure of the Custodian or a subcustodian to exercise reasonable care, the Trust, on behalf of the Fund, has the right to seek recovery from the Custodian in breach. The Custodian is not liable for any delay in performance or any non-performance of any of its obligations under the Custodian Agreement by reason of any present or future law or regulation of the United Kingdom or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or terrorism or other similar circumstances beyond the Custodian’s control (a “Force Majeure Event”).

Description of Key Service Providers

Indemnity

Solely out of the Fund’s assets, the Fund will indemnify the Custodian against all costs and expenses, damages, liabilities and losses (collectively, “Losses”) which the Custodian may suffer or incur in connection with the Custodian Agreement, except to the extent that such Losses are due directly to the Custodian’s negligence, bad faith, willful misfeasance, or reckless disregard of its duties under the Custodian Agreement.

The Custodian will indemnify the Trust and the Fund from any Losses incurred by the Trust or the Fund directly relating to or arising from any breach of the Custodian’s representations and warranties contained in the Custodian Agreement, the Custodian’s negligence, bad faith, willful misfeasance, or reckless disregard of its duties under the Custodian Agreement, any failure by the Custodian to act or refrain from acting in accordance with instructions from the Trust, or any physical loss, destruction or damage to the Gold Bullion, except, in each case, for Losses arising from a Force Majeure Event, provided that the liability of the Custodian shall be limited to the value of Gold Bullion under custody at the time of the act or omission giving rise to the claim.

Termination

The Fund and the Custodian may each terminate the Custodian Agreement upon 90 Business Days’ prior notice. The Custodian may terminate the Custodian Agreement immediately if any of the Trust’s representations and warranties under the Custodian Agreement become untrue. The Trust may terminate the Custodian Agreement immediately if: (i) the Custodian receives notice of any claim against an Account other than a claim for payment of safe custody or administration permitted by the Custodian Agreement; (ii) the Custodian otherwise fails to comply with any of the material provisions of the Custodian Agreement; or (iii) any of its representations and warranties become untrue.

THE GOLD DELIVERY PROVIDER AND THE GOLD DELIVERY AGREEMENT

The Fund has entered into the Gold Delivery Agreement with JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. is referred to herein as the Gold Delivery Provider. Pursuant to the terms of the Gold Delivery Agreement, the Gold Delivery Provider has agreed to deliver to (and receive from) the Fund Gold Bullion in amounts intended to reflect the change in the daily performance of the Fund’s holdings of Gold Bullion as though they had been denominated in the Reference Currencies of the Index in accordance with the respective weights of such Reference Currencies in the Index. This process is discussed in more detail in the section “Operation of the Fund.”

The Fund has agreed to indemnify the Gold Delivery Provider for all losses arising from third-party claims for any alleged untrue statement of a material fact in the Trust’s registration statement. The Gold Delivery Agreement may be terminated by either party after an initial term of 2.5 years and thereafter by either party on 180 days notice. The agreement can also be terminated earlier or on shorter notice if certain litigation, regulatory, and other contingencies or defaults under the agreement occur.

Although the parties to the Gold Delivery Agreement do not consider the contract to be a traditional swap, as a technical matter the daily transactions pursuant to the Gold Delivery Agreement come within the CEA’s definition of a “swap” as set forth in Section 1a(47) of the CEA and the rules promulgated thereunder. As a result, the transactions pursuant to the Gold Delivery Agreement may be deemed a commodity interest under the CEA and a “swap” for these purposes. Based on this analysis, the approximate percentage of the Fund’s assets subject to treatment as commodity interests is potentially 100%. However, this amount is expected to be much lower on a daily basis as only a small percentage of the Fund’s assets ( i.e ., the amount equivalent to the change in value of the Reference Currencies against the USD) would move into or out of the Fund each day pursuant to the Gold Delivery Agreement.

Because the Gold Delivery Agreement comes within the CEA’s “swap” definition, the Fund would be subject to the jurisdiction of the CFTC. The Gold Delivery Agreement is a negotiated, bilateral contract for delivery of physical Gold Bullion; it will not be traded on an organized exchange and the Gold Bullion delivered pursuant to the Gold Delivery Agreement will not be cleared by a clearing organization.

Description of Key Service Providers

The Sponsor is the Commodity Pool Operator of the Fund and is registered in such capacity with the CFTC and is registered as a member of the National Futures Association. As a registered Commodity Pool Operator, the Sponsor is subject to certain disclosure requirements of the CFTC and is required to provide the CFTC with certain records and reports. A portion of the fee paid to the Sponsor by the Fund would be used by the Sponsor for its compliance with CFTC rules and regulations.

Description of the Shares

GENERAL

The beneficial interest in the Trust will be divided into one or more Series. The Fund is one such Series. Each Share of a Series of the Trust shall represent an equal beneficial interest in the net assets of such Series, and each holder of Shares of a Series shall be entitled to receive such holder’s pro rata share of distributions of income and capital gains, if any, made with respect to such Series. Upon redemption of the Shares of any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust. All Shares are fully paid and non-assessable.

SHARE SPLITS

If the Sponsor believes that the per-Share price in the secondary market for Shares has fallen outside a desirable trading price range, the Sponsor may cause the Fund to declare a split or reverse split in the number of Shares outstanding and to make a corresponding change in the number of Shares constituting a Creation Unit.

DISTRIBUTIONS

No Share shall have any priority or preference over any other Share of the same Series with respect to dividends or distributions of the Trust or otherwise. All dividends and distributions shall be made ratably among all Shareholders of a Series from the assets held with respect to such Series according to the number of Shares of such Series held of record by such Shareholders on the record date for any dividend or distribution or on the date of termination of the Trust, as the case may be.

VOTING AND APPROVALS

Under the Declaration of Trust, Shareholders have no voting rights except as the Sponsor may consider desirable and so authorize in its sole discretion.

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

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 bylaws and the requirements of law.

Individual certificates will not be issued for the Shares. Instead, one or more global certificates will be signed by the Administrator and the Sponsor on behalf of the Fund, registered in the name of Cede & Co., as nominee for DTC, and deposited with the Administrator 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 Fund in the global certificates are made and intended for the purpose of binding only the Fund and not the Administrator or the Sponsor individually.

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 Administrator and the Authorized Participants will designate the accounts to be credited and charged in the case of creation 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 will be made in accordance with standard securities industry practice.

DTC may decide to discontinue providing its service with respect to Creation Units and/or the Shares by giving notice to the Administrator and the Sponsor. Under such circumstances, the Administrator and the Sponsor will either find a replacement for DTC to perform its functions at a comparable cost or, if a replacement is unavailable, terminate the Fund.

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.

Determination of NAV

The Administrator will determine the NAV of the Fund each Business Day, unless there is a Market Disruption Event or Extraordinary Event. The NAV of the Fund is the aggregate value of the Fund’s assets (which include gold payable, but not yet delivered, to the Fund) less its liabilities (which include accrued but unpaid fees and expenses). The NAV of the Fund is calculated based on the price of gold per ounce applied against the number of ounces of Gold Bullion owned by the Fund. The number of ounces of Gold Bullion is adjusted up or down on a daily basis to reflect the USD value of currency gains or losses based on changes in the value of the Reference Currencies against the USD. The number of ounces of Gold Bullion also reflects the amount of Gold Bullion delivered into (or out of) the Fund on a daily basis by Authorized Participants creating and redeeming Shares. In determining the Fund’s NAV, the Administrator generally will value the Gold Bullion based on the LBMA Gold Price PM for an ounce of gold. If no LBMA Gold Price PM is made on a particular evaluation day or if the LBMA Gold Price PM has not been announced by 12:00 p.m. New York time on a particular evaluation day, the next most recent LBMA Gold Price (AM or PM) is used in the determination of the NAV of the Trust, unless the Sponsor determines that such price is inappropriate to use as the basis for such determination. If the Sponsor determines that such price is inappropriate to use, it shall identify an alternate basis for evaluation to be employed to value Fund Shares. Although the Fund will not hold the Reference Currencies, the Gold Delivery Provider generally will value the Reference Currencies based on the rates in effect as of the WMR FX Fixing Time, which is generally at 4:00 PM London Time (though other prices may be used if the 4:00 PM rate is delayed or unavailable). The Administrator will also determine the NAV per Share. Unless there is a Market Disruption Event or Extraordinary Event, the NAV generally will be calculated as of 4:00 PM London time. The general role, responsibilities and regulation of the Administrator are further described in “Description of Key Service Providers — The Administrator.”

Creation and Redemption of Shares

The Fund creates and redeems Shares from time to time, but only in one or more Creation Units (a Creation Unit equals a block of 25,000 Shares). The creation and redemption of Creation Units is only made in exchange for the delivery to the Fund or the distribution by the Fund of the amount of Gold Bullion and cash, if any, represented by the Creation Units being created or redeemed. The amount of Gold Bullion and cash, if any, required to be delivered to the Fund in connection with any creation, or paid out upon redemption, is based on the combined NAV of the number of Shares included in the Creation Units being created or redeemed as determined on the day the order to create or redeem Creation Units is properly received and accepted.

Authorized Participants are the only persons that may place orders to create and redeem Creation Units. To become an Authorized Participant, a person must enter into a Participant Agreement with the Administrator. The Participant Agreement and the related procedures attached thereto may be amended by the Administrator and the Sponsor without the consent of any Shareholder or Authorized Participant. Authorized Participants who make deposits with the Fund in exchange for Creation Units receive no fees, commissions or other form of compensation or inducement of any kind from either the Sponsor or the Fund, and no such person has any obligation or responsibility to the Sponsor or the Fund to effect any sale or resale of Shares.

The Initial Purchaser will be deemed to be a statutory underwriter. Authorized Participants are cautioned that some of their activities will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act, as described in the section “Plan of Distribution.”

Prior to initiating any creation or redemption order, an Authorized Participant must have entered into an agreement with the Custodian to establish an Authorized Participant Unallocated Account in London . Authorized Participant Unallocated Accounts may only be used for transactions with the Fund. An unallocated account is an account with a bullion dealer, which may also be a bank, to which a fine weight amount of Gold Bullion is credited. Transfers to or from an unallocated account are made by crediting or debiting the number of ounces of Gold Bullion being deposited or withdrawn. The account holder is entitled to direct the bullion dealer to deliver an amount of physical Gold Bullion equal to the amount of Gold Bullion standing to the credit of the account holder. Gold Bullion held in an unallocated account is not segregated from the Custodian’s assets. The account holder therefore has no ownership interest in any specific bars of Gold Bullion that the bullion dealer holds or owns. The account holder is an unsecured creditor of the bullion dealer, and credits to an unallocated account are at risk of the bullion dealer’s insolvency, in which event it may not be possible for a liquidator to identify any Gold Bullion held in an unallocated account as belonging to the account holder rather than to the bullion dealer.

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 DTC Participants and must be registered as broker-dealers under the Exchange Act, and regulated by FINRA, or must be exempt from being or otherwise must not be required to be so regulated or registered, and must be qualified to act as brokers or dealers in the states or other jurisdictions where the nature of their 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 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. An order for one or more Creation Units may be placed by an Authorized Participant on behalf of multiple clients. 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.

Creation and Redemption of Shares

All Gold Bullion must be delivered to the Fund and distributed by the Fund in unallocated form through credits and debits between Authorized Participant Unallocated Accounts and the Trust Unallocated Account.

All Gold Bullion must be of at least a minimum fineness (or purity) of 995 parts per 1,000 (99.5%) and otherwise conform to the rules, regulations, practices and customs of the LBMA, including the specifications for a London Good Delivery Bar.

Under the Participant Agreement with respect to each Authorized Participant, the Sponsor has agreed to indemnify the Authorized Participants against certain liabilities, including liabilities under the Securities Act, and to contribute to the payments the Authorized Participants may be required to make in respect of those liabilities. The Fund has agreed to reimburse the Authorized Participants, solely from and to the extent of the Fund’s assets, for indemnification and contribution amounts due from the Sponsor to the extent the Sponsor has not paid such amounts when due.

The following description of the procedures for the creation and redemption of Creation Units is only a summary and investors should review the description of the procedures for the creation and redemption of Creation Units set forth in the Declaration of Trust, the Administration Agreement, the form of Participant Agreement and the form of Participant Unallocated Bullion Account Agreement, each of which has been filed as an exhibit to this registration statement of which this prospectus is a part.

CREATION PROCEDURES

On any Business Day, an Authorized Participant may place an order with the Administrator to create one or more Creation Units. Purchase orders must be placed by 10:00 a.m. ET or the close of regular trading on NYSE Arca, whichever is earlier. The day on which the Administrator receives a valid purchase order is the purchase order date. By placing a purchase order, an Authorized Participant agrees to deposit Gold Bullion with the Fund, or a combination of Gold Bullion and cash, if any, as described below. Prior to the delivery of Creation Units for a purchase order, the Authorized Participant must also have wired to the Administrator the non-refundable transaction fee due for the purchase order.

DETERMINATION OF REQUIRED DEPOSITS

The total deposit required to create each Creation Unit is referred to as the Creation Unit Gold Delivery Amount. The Creation Unit Gold Delivery Amount is the number of ounces of Gold Bullion required to be delivered to the Fund by an Authorized Participant in connection with a creation order for a single Creation Unit. The Creation Unit Gold Delivery Amount will be determined on the Business Day following the date such creation order is accepted. It is calculated by multiplying the number of Shares in a Creation Unit by the number of ounces of Gold Bullion (at the LBMA Gold Price PM) associated with Fund Shares on the Business Day the creation order is accepted. In addition, because the Gold Delivery Amount for the Fund does not reflect creation order transactions (see the section herein entitled “The Gold Delivery Agreement”), the Creation Unit Gold Delivery Amount is required to reflect the Gold Delivery Amount associated with such creation order. This amount is determined on the Business Day following the date upon which such creation order will increase the amount of Gold Bullion subject to the Gold Delivery Agreement. The Creation Unit Gold Delivery Amount reflects the notional costs to the Gold Delivery Provider of resizing ( i.e. , increasing) its Gold Bullion positions so that it can fulfill its obligations under the Gold Delivery Agreement.

DELIVERY OF REQUIRED DEPOSITS

An Authorized Participant who places a purchase order is responsible for crediting its Authorized Participant Unallocated Account with the required Gold Bullion deposit amount by the end of the second Business Day in London following the purchase order date. Upon receipt of the Gold Bullion deposit amount, the Custodian, after receiving appropriate instructions from the Authorized Participant and the Administrator, will transfer on the third Business Day following the purchase order date the Gold Bullion deposit amount from the Authorized Participant Unallocated Account to the Trust Unallocated Account and the Administrator will direct DTC to credit the number of Creation Units ordered to the Authorized Participant’s DTC account. The expense and risk of delivery, ownership and safekeeping of Gold Bullion until such Gold Bullion has been received by the Fund

Creation and Redemption of Shares

will be borne solely by the Authorized Participant. If Gold Bullion is to be delivered other than as described above, the Sponsor is authorized to establish such procedures and to appoint such custodians and establish such custody accounts as the Sponsor determines to be desirable.

Acting on standing instructions given by the Administrator, the Custodian will transfer the Gold Bullion deposit amount from the Trust Unallocated Account to the Trust Allocated Account by allocating to the Trust Allocated Account specific bars of Gold Bullion from unallocated bars which the Custodian holds or instructing a subcustodian to allocate specific bars of Gold Bullion from unallocated bars held by or for the subcustodian. The Gold Bullion bars in an allocated Gold Bullion account are specific to that account and are identified by a list which shows, for each Gold Bullion bar, the refiner, assay or fineness, serial number and gross and fine weight. Gold Bullion held in the Fund’s allocated account is the property of the Fund and is not traded, leased or loaned under any circumstances.

The Custodian will use commercially reasonable efforts to complete the transfer of Gold Bullion to the Trust Allocated Account prior to the time by which the Administrator is to credit the Creation Unit to the Authorized Participant’s DTC account; if, however, such transfers have not been completed by such time, the number of Creation Units ordered will be delivered against receipt of the Gold Bullion deposit amount in the Trust Unallocated Account, and all Shareholders will be exposed to the risks of unallocated Gold Bullion to the extent of that Gold Bullion deposit amount until the Custodian completes the allocation process. See “Risk Factors — Gold Bullion held in the Fund’s unallocated Gold Bullion account and any Authorized Participant’s unallocated Gold Bullion account will not be segregated from the Custodian’s assets.”

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, an Authorized Participant may place an order with the Administrator to redeem one or more Creation Units. Redemption orders must be placed by 10:00 a.m. ET or the close of regular trading on NYSE Arca, whichever is earlier. A redemption order so received is effective on the date it is received in satisfactory form by the Administrator.

DETERMINATION OF REDEMPTION DISTRIBUTION

The redemption distribution from the Fund consists of a credit to the redeeming Authorized Participant’s Authorized Participant Unallocated Account in the amount of the Creation Unit Gold Delivery Amount. The Creation Unit Gold Delivery Amount for redemptions is the number of ounces of Gold Bullion held by the Fund to be paid out upon redemption of a Creation Unit plus, or minus, the cash redemption amount (if any). The Sponsor anticipates that in the ordinary course of the Fund’s operations there will be no cash distributions made to Authorized Participants upon redemptions. In addition, because the Gold Bullion to be paid out in connection with the redemption order will decrease the amount of Gold Bullion subject to the Gold Delivery Agreement, the Creation Unit Gold Delivery Amount reflects the cost to the Gold Delivery Provider of resizing ( i.e ., decreasing) its positions so that it can fulfill its obligations under the Gold Delivery Agreement.

DELIVERY OF REDEMPTION DISTRIBUTION

The redemption distribution due from the Fund is delivered to the Authorized Participant on the third Business Day following the redemption order date if, by 9:00 A.M. New York time on such third Business Day, the Administrator’s DTC account has been credited with the Creation Units to be redeemed. If the Administrator’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 Administrator receives the fee applicable to the extension of the redemption distribution date which the Administrator may, from time to time, determine and the remaining Creation Units to be redeemed are credited to the Administrator’s DTC account by 9:00 A.M. New York time on such next Business Day. Any further outstanding amount of the redemption order will be cancelled. The Administrator is also authorized to deliver the redemption distribution notwithstanding that the Creation Units to be redeemed are not credited to the Administrator’s DTC account by 9:00 A.M. New York time on the third Business Day following the

Creation and Redemption of Shares

redemption order 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 and the Administrator may from time to time agree upon.

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

SUSPENSION OR REJECTION OF REDEMPTION ORDERS

The Fund may, in its discretion, and will when directed by the Sponsor, suspend the right of redemption, or postpone the redemption settlement date for (1) any period during which NYSE Arca is closed other than customary weekend or holiday closings, or trading on NYSE Arca is suspended or restricted, (2) any period during which an emergency exists as a result of which delivery, disposal or evaluation of Gold Bullion is not reasonably practicable, or (3) such other period as the Sponsor determines to be necessary for the protection of the Shareholders, such as during the occurrence of a Market Disruption Event or Extraordinary Event.

The Fund will reject a redemption order if (i) the order is not in proper form as described in the Participant Agreement, (ii) the fulfillment of the order, in the opinion of its counsel, might be unlawful, (iii) the order would have adverse tax consequences to the Fund or its Shareholders or (iv) circumstances outside the control of the Administrator, the Sponsor or the Custodian make the redemption, for all practical purposes, not feasible to process.

None of the Sponsor, the Administrator or the Custodian will be liable to any person or in any way for any loss or damages that may result from any such suspension, postponement or rejection.

CREATION AND REDEMPTION TRANSACTION FEE

An Authorized Participant is required to pay a transaction fee to the Fund of per order to create or redeem Creation Units. An order may include multiple Creation Units. The transaction fee may be changed by the Fund with the consent of the Sponsor. The Fund shall 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 after the date of the notice. A transaction fee may not exceed of the value of a Creation Unit at the time the creation and redemption order is accepted.

TAX RESPONSIBILITY

Authorized Participants are responsible for any transfer tax, sales or use tax, recording tax, value added tax or similar tax or governmental charge applicable to the creation or redemption of Creation Units, regardless of whether such tax or charge is imposed directly on the Authorized Participants, and agree to indemnify the Sponsor, the Administrator and the Fund if they are required by law to pay any such tax, together with any applicable penalties, additions to tax or interest thereon.

Trading of Fund Shares

Fund Shares will be listed on NYSE Arca under the ticker symbol GGLD. Fund Shares may be bought and sold in the secondary market throughout the trading day like other publicly traded securities. While the Fund’s Shares are issued in Creation Units at NAV, Shares traded in the secondary market may trade at prices that are lower or higher than their NAV per Share. The amount of the discount or premium in the trading price relative to the NAV per Share is a function of supply and demand, among other things, and may be influenced by non-concurrent trading hours between NYSE Arca and the COMEX, London, Zurich and Singapore. While the Shares will trade on NYSE Arca until 8:00 p.m., ET, liquidity in the global gold market will be reduced after the close of the COMEX at 1:30 p.m., ET. As a result, after 1:30 p.m., ET, trading spreads, and the resulting premium or discount, on the Shares may widen.

Most retail investors purchase and sell Shares through traditional brokerage or other intermediary accounts. Purchases or sales of Shares in the secondary market, which will not involve the Fund, may be subject to customary brokerage commissions. Investors are encouraged to review the terms of their brokerage accounts for applicable charges.

Market Disruption Events and Extraordinary Events

From time to time, unexpected events may cause the calculation of the Index and/or the operation of the Fund to be disrupted. These events are expected to be relatively rare, but there can be no guarantee that these events will not occur. These events are referred to as either “Market Disruption Events” or “Extraordinary Events” depending largely on their significance and potential impact to the Index and Fund. Market Disruption Events and Extraordinary Events include disruptions in the trading of gold or the Reference Currencies, delays or disruptions in the publication of the LBMA Gold Price or the Reference Currency Prices, and unusual market or other events. For example, market conditions or other events which result in a material limitation in, or a suspension of, the trading of physical gold generally would be considered Market Disruption Events, as would material disruptions or delays in the determination or publication of the LBMA Gold Price PM. Similarly, market conditions which prevent, restrict or delay the Gold Delivery Provider’s ability to convert a Reference Currency to USDs or deliver a Reference Currency through customary channels generally would be considered a Market Disruption Event, as would material disruptions or delays in the determination or publication of WMR spot prices. The occurrence of a Market Disruption Event for five consecutive Business Days generally would be considered an Extraordinary Event.

Consequences of a Market Disruption or Extraordinary Event

On any Business Day in which a Market Disruption Event or Extraordinary Event has occurred or is continuing, the Index Provider generally will not calculate the Index and the Gold Delivery Provider generally will not calculate the Net FXPnL of the Fund or the Gold Delivery Amount. As a result, on these days the Fund generally will not accept orders to create or redeem Creation Units of Fund Shares and the Gold Delivery Provider generally will not deliver Gold Bullion ounces equal in value to the Gold Delivery Amount to or receive such amounts from the Fund. In addition, the Fund may not calculate NAV or may use alternate pricing sources to calculate NAV during the occurrence of a Market Disruption Event or Extraordinary Event.

The occurrence of any Market Disruption Event or Extraordinary Event could have a material adverse impact on the Fund and the value of an investment in the Fund. Market Disruption Events and Extraordinary Events could also cause secondary market trading of Shares to be disrupted or halted for short or even long periods of time. To the extent trading continues during a Market Disruption Event or Extraordinary Event, it is expected that trading would be more volatile and that Shares would trade at wider discounts or premiums to NAV.

United States Federal Tax Consequences

The following discussion of the material United States federal income tax consequences that generally apply to the purchase, ownership and disposition of Shares by a U.S. Shareholder (as defined below), and certain United States federal income, gift and estate tax consequences that may apply to an investment in Shares by a Non-U.S. Shareholder (as defined below), represents, insofar as it describes conclusions as to U.S. federal tax law and subject to the limitations and qualifications described therein, the opinion of Morgan, Lewis & Bockius LLP, United States federal tax counsel to the Sponsor. The discussion below is based on the United States Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code and judicial and administrative interpretations of the Code, all as in effect on the date of this prospectus and all of which are subject to change either prospectively or retroactively. The tax treatment of Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including broker-dealers, traders or other investors with special circumstances) may be subject to special rules not discussed below. In addition, the following discussion applies only to investors who hold Shares as “capital assets” within the meaning of Code section 1221. Moreover, the discussion below does not address the effect of any state, local or foreign tax law on an owner of Shares. Purchasers of Shares are urged to consult their own tax advisors with respect to all federal, state, local and foreign tax law considerations potentially applicable to their investment in Shares.

For purposes of this discussion, a “U.S. Shareholder” is a Shareholder that is:

An individual who is treated as a citizen or resident of the United States for U.S. federal income tax purposes;

A corporation created or organized in or under the laws of the United States or any political subdivision thereof;

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

A trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

A Shareholder that is not a U.S. Shareholder as defined above is generally considered a “Non-U.S. Shareholder” for purposes of this discussion. For United States federal income tax purposes, the treatment of any beneficial owner of an interest in a partnership, including any entity treated as a partnership for United States federal income tax purposes, will generally depend upon the status of the partner and upon the activities of the partnership. Partnerships and partners in partnerships are urged to consult their tax advisors about the United States federal income tax consequences of purchasing, owning and disposing of Shares.

TAXATION OF THE TRUST

The Trust, on behalf of the Fund, is seeking an Internal Revenue Service (“IRS”) Private Letter Ruling generally providing that: (1) the Fund is an “investment trust” as defined in Treasury Regulation section 301.7701-4(c)(1); and (2) each Shareholder is the owner of the assets and income of the Fund. If the Fund were found not to be taxable as a “grantor trust,” it would likely be taxable as a partnership (and not a publicly traded partnership taxed as an association) for U.S. federal income tax purposes and would be required to forward IRS Form K-1s to Fund Shareholders. It is not expected that the tax consequences to the Fund’s Shareholders would differ materially if the Fund were to be treated as a partnership. The balance of this disclosure assumes that the Fund will be treated as a “grantor trust” for U.S. federal income tax purposes.

As a “grantor trust” for U.S. federal income tax purposes, neither the Trust nor the Fund itself will pay U.S. federal income tax. Instead, the income and expenses of the Fund “flow through” to the Fund’s Shareholders, and the Administrator will report the Fund’s income, gains, losses and deductions to the IRS on that basis.

United States Federal Tax Consequences

TAXATION OF U.S. SHAREHOLDERS

Shareholders generally will be treated, for U.S. federal income tax purposes, as if they directly owned a pro rata share of the underlying assets held in the Fund. Shareholders also will be treated as if they directly received their respective pro rata shares of the Fund’s income, if any, and as if they directly incurred their respective pro rata shares of the Fund’s expenses. In the case of a Shareholder that purchases Shares for cash, its initial tax basis in its pro rata share of the assets held in the Fund at the time it acquires its Shares will be equal to its cost of acquiring the Shares. In the case of a Shareholder that acquires its Shares by delivering Gold Bullion to the Fund, the delivery of Gold Bullion to the Fund in exchange for the underlying Gold Bullion represented by the Shares will not be a taxable event to the Shareholder, and the Shareholder’s tax basis and holding period for the Shareholder’s pro rata share of the Gold Bullion held in the Fund will be the same as its tax basis and holding period for the Gold Bullion delivered in exchange therefor. For purposes of this discussion, it is assumed that all of a Shareholder’s Shares are acquired on the same date, at the same price per Share and, except where otherwise noted, that the sole asset of the Fund is Gold Bullion.

When the Fund sells Gold Bullion, for example to pay expenses, a Shareholder generally will recognize gain or loss in an amount equal to the difference between (1) the Shareholder’s pro rata share of the amount realized by the Fund upon the sale and (2) the Shareholder’s tax basis for its pro rata share of the Gold Bullion that was sold, which gain or loss will generally be long-term or short-term capital gain or loss, depending upon whether the Shareholder is treated as having held its share of the Gold Bullion that was sold for more than one year. A Shareholder’s tax basis for its share of any Gold Bullion sold by the Fund generally will be determined by multiplying the Shareholder’s total basis for its share of all of the Gold Bullion held in the Fund immediately prior to the sale by a fraction, the numerator of which is the amount of Gold Bullion sold and the denominator of which is the total amount of the Gold Bullion held in the Fund immediately prior to the sale. After any such sale, a Shareholder’s tax basis for its pro rata share of the Gold Bullion remaining in the Fund will be equal to its tax basis for its share of the total amount of the Gold Bullion held in the Fund immediately prior to the sale, less the portion of such basis allocable to its share of the Gold Bullion that was sold.

Upon a Shareholder’s sale of some or all of its Shares, the Shareholder will be treated as having sold the portion of its pro rata share of the Gold Bullion held in the Fund at the time of the sale that is attributable to the Shares sold. Accordingly, the Shareholder generally will recognize gain or loss on the sale in an amount equal to the difference between (1) the amount realized pursuant to the sale of the Shares, and (2) the Shareholder’s tax basis for the portion of its pro rata share of the Gold Bullion held in the Fund at the time of sale that is attributable to the Shares sold, as determined in the manner described in the preceding paragraph.

A redemption of some or all of a Shareholder’s Shares in exchange for the underlying Gold Bullion represented by the Shares redeemed generally will not be a taxable event to the Shareholder. The Shareholder’s tax basis for the Gold Bullion received in the redemption generally will be the same as the Shareholder’s tax basis for the portion of its pro rata share of the Gold Bullion held in the Fund immediately prior to the redemption that is attributable to the Shares redeemed. The Shareholder’s holding period with respect to the Gold Bullion received should include the period during which the Shareholder held the Shares redeemed. A subsequent sale of the Gold Bullion received by the Shareholder will be a taxable event, unless a nonrecognition provision of the Code applies to such sale.

After any sale or redemption of less than all of a Shareholder’s Shares, the Shareholder’s tax basis for its pro rata share of the Gold Bullion held in the Fund immediately after such sale or redemption generally will be equal to its tax basis for its share of the total amount of the Gold Bullion held in the Fund immediately prior to the sale or redemption, less the portion of such basis which is taken into account in determining the amount of gain or loss recognized by the Shareholder upon such sale or, in the case of a redemption, which is treated as the basis of the Gold Bullion received by the Shareholder in the redemption.

As noted above, the foregoing discussion assumes that all of a Shareholder’s Shares were acquired on the same date and at the same price per Share. If a Shareholder owns multiple lots of Shares ( i.e. , Shares acquired on different dates and/or at different prices), it is uncertain whether the Shareholder may use the “specific identification” rules that apply under Treas. Reg. § 1.1012-1(c) in the case of sales of shares of stock, in

United States Federal Tax Consequences

determining the amount, and the long-term or short-term character, of any gain or loss recognized by the Shareholder upon the sale of Gold Bullion by the Fund, upon the sale of any Shares by the Shareholder, or upon the sale by the Shareholder of any Gold Bullion received by it upon the redemption of any of its Shares. The IRS could take the position that a Shareholder has a blended tax basis and holding period for its pro rata share of the underlying Gold Bullion in the Fund. Shareholders that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares, are urged to consult their own tax advisors as to the determination of the tax basis and holding period for the underlying Gold Bullion related to such Shares.

TREATMENT OF PAYMENTS TO AND FROM THE GOLD DELIVERY PROVIDER–SECTION 988 TRANSACTION

As noted above, Shareholders will be treated as if they directly received their respective pro rata shares of the Fund’s daily income or loss. Shareholders will realize income as a result of the delivery of Gold Bullion by the Gold Delivery Provider to the Fund pursuant to the Gold Delivery Agreement or incur a loss as result of the Fund’s obligation to deliver Gold Bullion to the Gold Delivery Provider pursuant to the Gold Delivery Agreement. Each Shareholder will receive an increase in its tax basis for its pro rata share of the fair market value of the Gold Bullion received by the Fund from the Gold Delivery Provider. The character of the income will generally be determined on the basis of the particular circumstances of each Shareholder.

The maximum ordinary U.S. federal income tax rate for individuals is currently 39.6% and, in general, the maximum individual U.S. federal income tax rate for long-term capital gains is 20%, although in all cases the actual rates may be higher due to the phase out of certain tax deductions, exemptions and credits. For a further discussion on tax rates, please see the section below entitled “Maximum 28% Long-Term Capital Gains Tax Rate for Non-Corporate U.S. Shareholders.” The excess of capital losses over capital gains may be offset against the ordinary income of an individual taxpayer, subject to an annual deduction limitation of $3,000. For corporate taxpayers, the maximum U.S. federal income tax rate is 35%. Capital losses of a corporate taxpayer may be offset only against capital gains, but unused capital losses may be carried back three years (subject to certain limitations) and carried forward five (5) years.

The Gold Delivery Agreement is likely to be classified as a “section 988 transaction” because it is a type of financial instrument in which the amount of the payout in Gold Bullion is determined by reference to the value of one or more “nonfunctional currencies.” Neither the Trust nor the Fund has received nor requested any written guidance from the IRS regarding the tax classification of the Gold Delivery Agreement as a “section 988 transaction”.

Generally, gain or loss attributable to a “section 988 transaction” is ordinary rather than capital and sourced to the country of residence of the taxpayer. There are, however, complex rules that may enable a U.S. Shareholder to elect to treat any such foreign currency gain or loss attributable to the Gold Delivery Agreement as capital gain or loss. Note there is very limited guidance with respect to the application of the section 988 rules to a “grantor trust,” such as the Fund, and there is no assurance that the IRS would respect an election made by a Shareholder to treat any foreign currency gain or loss as capital gain or loss. The IRS, however, has historically and continues to take the position that a “grantor trust” such as the Fund is a disregarded entity that is not a separate entity for U.S. federal income tax purposes. Accordingly because a Shareholder in the Fund is deemed for federal income tax purposes to be a proportionate owner of the Gold Delivery Agreement, a Shareholder may be entitled to make an election to treat any income or loss from the Gold Delivery Agreement as capital gain or loss.

There are very specific requirements that must be met to satisfy the capital gain or loss election described above including concurrent identification requirements under applicable Treasury Regulations. Shareholders are strongly urged to consult their tax advisors prior to investing in the Fund to determine whether they can satisfy the election requirements, to take the necessary steps to make timely elections, and to understand the tax consequences of the income or loss attributable to the Gold Delivery Agreement.

United States Federal Tax Consequences

MAXIMUM 28% LONG-TERM CAPITAL GAINS TAX RATE FOR NON-CORPORATE U.S. SHAREHOLDERS

Under current federal income tax law, gains recognized by non-corporate U.S. Shareholders from the sale of “collectibles,” including Gold Bullion, held for more than one year are taxed at a maximum rate of 28%, rather than the 20% rate applicable to most other long-term capital gains. For these purposes, gain recognized by a non-corporate U.S. Shareholder upon the sale of an interest in a trust that holds collectibles is treated as gain recognized on the sale of collectibles, to the extent that the gain is attributable to unrealized appreciation in value of the collectibles held by the trust. Therefore, any gain recognized by a non-corporate U.S. Shareholder attributable to a sale of Shares held for more than one year, or attributable to the Fund’s sale of any Gold Bullion which the Shareholder is treated (through its ownership of Shares) as having held for more than one year, generally will be taxed at a maximum federal income tax rate of 28%. The tax rates for capital gains recognized upon the sale of assets held by a non-corporate U.S. Shareholder for one year or less or by a U.S. Shareholder are generally the same as those at which ordinary income is taxed.

3.8% TAX ON NET INVESTMENT INCOME

The Health Care Reform and Education Reconciliation Act of 2010 (Pub. Law 111-152) requires certain U.S. Shareholders who are individuals to pay a 3.8% tax on the lesser of the excess of their modified adjusted gross income over a threshold amount ($250,000 for married persons filing jointly and $200,000 for single taxpayers) or their “net investment income,” which generally includes capital gains from the disposition of property. This tax is in addition to any regular income taxes due on such investment income. A similar tax will apply to certain shareholders that are estates or trusts. U.S. Shareholders are urged to consult their tax advisors regarding the effect, if any, this law may have on an investment in the Shares.

BROKERAGE FEES AND FUND EXPENSES

Any brokerage or other transaction fee incurred by a Shareholder in purchasing Shares will be treated as part of the Shareholder’s tax basis in the underlying assets of the Fund. Similarly, any brokerage fee incurred by a Shareholder in selling Shares will reduce the amount realized by the Shareholder with respect to the sale.

Shareholders will be required to recognize gain or loss upon a sale of Gold Bullion by the Fund (as discussed above), even though some or all of the proceeds of such sale are used by the Administrator to pay Fund expenses. Shareholders may deduct their respective pro rata shares of each expense incurred by the Fund to the same extent as if they directly incurred the expense. Shareholders who are individuals, estates or trusts, however, may be required to treat some or all of the expenses of the Fund as miscellaneous itemized deductions. Individuals may deduct certain miscellaneous itemized deductions only to the extent they exceed 2% of adjusted gross income. In addition, such deductions may be subject to phase-outs and other limitations under applicable provisions of the Code.

INVESTMENT BY U.S. TAX-EXEMPT SHAREHOLDERS

U.S. Tax-Exempt Shareholders are subject to United States federal income tax only on their unrelated business taxable income (“UBTI”). Unless they incur debt in order to purchase Shares, it is expected that U.S. Tax-Exempt Shareholders should not realize UBTI in respect of income or gains from the Shares. U.S. Tax-Exempt Shareholders are urged to consult their own independent tax advisors regarding the United States federal income tax consequences of holding Shares in light of their particular circumstances.

INVESTMENT BY REGULATED INVESTMENT COMPANIES

Mutual funds and other investment vehicles which are taxed as “regulated investment companies” within the meaning of section 851 of the Code are strongly urged to consult with their tax advisors concerning the likelihood that an investment in Shares will affect their qualification as a “regulated investment company.”

INVESTMENT BY CERTAIN RETIREMENT PLANS

Code section 408(m) provides that the acquisition of a “collectible” by an individual retirement account (“IRA”), or a participant-directed account maintained under any plan that is tax-qualified under Code section 401(a), is treated as a taxable distribution from the account to the owner of the IRA, or to the participant for

United States Federal Tax Consequences

whom the plan account is maintained, of an amount equal to the cost to the account of acquiring the collectible. However, if any of the Shares so purchased are distributed from the IRA or plan account to the IRA owner or plan participant, or if any Gold Bullion received by such IRA or plan account upon the redemption of any of the Shares purchased by it is distributed to the IRA owner or plan participant, the Shares or Gold Bullion so distributed will be subject to federal income tax in the year of distribution, to the extent provided under the applicable provisions of Code section 408(d), section 408(m) or section 402. See also “ERISA and Related Considerations.”

U.S. INFORMATION REPORTING AND BACKUP AND BACKUP WITHHOLDING FOR U.S. AND NON-U.S. SHAREHOLDERS

The Administrator will file certain information returns with the IRS, and provide certain tax-related information to Shareholders, in connection with the Fund. Each Shareholder will be provided with information regarding its allocable portion of the Fund’s annual income (if any) and expenses.

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

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

INCOME TAXATION OF NON-U.S. SHAREHOLDERS

The Fund may generate taxable income as a result of receiving Gold Bullion from the Gold Delivery Provider pursuant to the Gold Delivery Agreement, recognizing gain upon disposing of Gold Bullion to satisfy its obligation under the Gold Delivery Agreement or pursuant to any gain realized from the disposition of Gold Bullion to pay other Fund expenses. As discussed above in the section entitled “Treatment of Payments to and from the Gold Delivery Provider — Section 988 Transaction,” all the tax implications, to a “grantor trust” such as the Fund from engaging in a “section 988 transaction” such as the Gold Delivery Agreement, have not been addressed by the IRS in the Private Letter Ruling or by other applicable authorities and the IRS may take a different view than the position adopted by the Fund and the Administrator. The Fund believes that income attributable to the Gold Delivery Agreement which may be characterized as “foreign currency gain or loss” should be sourced outside of the U.S. to the residence of the Non-U.S. Shareholder because the Fund is an “investment trust” treated as a grantor trust and not recognized as a separate entity for U.S. federal income tax purposes. Accordingly, any non-U.S. sourced income (including gain recognized upon the sale or other disposition of Shares) to a Non-U.S. Shareholder should not be subject to U.S. federal income tax unless (1) the Non-U.S. Shareholder is an individual and is present in the United States for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States sources; or (2) the gain is effectively connected with the conduct by the Non-U.S. Shareholder of a trade or business in the United States and certain other conditions are met.

ESTATE AND GIFT TAX CONSIDERATIONS FOR NON-U.S. SHAREHOLDERS

Under the U.S. federal tax law, individuals who are neither citizens nor residents (as determined for estate and gift tax purposes) of the United States are subject to estate tax on all property that has a U.S. “situs.” Shares may well be considered to have a U.S. situs for these purposes. If they are, then Shares would be includible in the U.S. gross estate of a non-resident alien Shareholder. Currently, U.S. estate tax is imposed at rates of up to 35% of the fair market value of the taxable estate. The U.S. estate tax rate is subject to change in future years. In addition, the U.S. federal “generation-skipping transfer tax” may apply in certain circumstances. The estate of a non-resident alien Shareholder who was resident in a country which has an estate tax treaty with the United States may be entitled to benefit from such treaty.

United States Federal Tax Consequences

For non-citizens and non-residents of the United States, the U.S. federal gift tax generally applies only to gifts of tangible personal property or real property having a U.S. situs. Tangible personal property (including gold) has a U.S. situs if it is physically located in the United States. Although the matter is not settled, it appears that ownership of Shares should not be considered ownership of the underlying gold for this purpose, even to the extent that gold was held in custody in the United States. Instead, Shares should be considered intangible property, and therefore they should not be subject to U.S. gift tax if transferred during the holder’s lifetime. Such Shareholders are urged to consult their tax advisors regarding the possible application of U.S. estate, gift and generation-skipping transfer taxes in their particular circumstances.

TAXATION IN JURISDICTIONS OTHER THAN THE UNITED STATES

Prospective purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their tax advisors as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United States to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular, as to whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale, redemption or other dealing.

ERISA and Related Considerations

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

In contemplating an investment of a portion of Plan assets in Shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and circumstances of the Plan, the “Risk Factors” discussed above and whether such investment is consistent with its fiduciary responsibilities, including, but not limited to (1) whether the fiduciary has the authority to make the investment under the appropriate governing plan instrument; (2) whether the investment would constitute a direct or indirect non-exempt “prohibited transaction” with a “party in interest” or “disqualified person,” as described in section 406 of ERISA or Section 4975 of the Code, as applicable; (3) the Plan’s funding objectives; and (4) whether under the general fiduciary standards of investment prudence and diversification such investment is appropriate for the Plan, taking into account the overall investment policy of the Plan, the composition of the Plan’s investment portfolio and the Plan’s need for sufficient liquidity to pay benefits when due.

The Shares constitute “publicly-offered securities” as defined in Department of Labor Regulations § 2510.3-101(b)(2). Accordingly, Shares purchased by a Plan, and not an interest in the underlying Gold Bullion held in the Fund represented by the Shares, should be treated as assets of the Plan, for purposes of applying the “fiduciary responsibility” and “prohibited transaction” rules of ERISA and the Code. See also “United States Federal Tax Consequences — Investment by Certain Retirement Plans.”

The Declaration of Trust

The Trust operates under the terms of the Declaration of Trust, dated as of August 27, 2014, as amended , 2015, between the Sponsor, and the Trustee. A copy of the Declaration of Trust is available for inspection at the Trustee’s office. The following is a description of the material terms of the Declaration of Trust.

THE SPONSOR

This section summarizes some of the important provisions of the Declaration of Trust which apply to the Sponsor. For a general description of the Sponsor’s role concerning the Trust, see the section “Prospectus Summary — The Sponsor.”

Liability of the Sponsor and indemnification

The Sponsor will not be liable to the Trust, the Trustee or any Shareholder for any action taken or for refraining from taking any action in good faith, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any Gold Bullion or other assets of the Fund or the Trust. However, the preceding liability exclusion will not protect the Sponsor against any liability resulting from its own gross negligence, bad faith, willful misconduct or willful malfeasance in the performance of its duties or the reckless disregard of its obligations and duties to the Fund or the Trust.

The Sponsor and each of its shareholders, members, directors, officers, employees, affiliates and subsidiaries will be indemnified by the Trust and held harmless against any losses, liabilities or expenses incurred in the performance of its duties under the Declaration of Trust without gross negligence, bad faith, willful misconduct, willful malfeasance or reckless disregard of the indemnified party’s obligations and duties under the Declaration of Trust. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or by any other person for any matters arising under the Declaration of Trust. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for in the Declaration of Trust. Such indemnity includes payment from the Trust of the costs and expenses incurred in defending against any indemnified claim or liability under the Declaration of Trust.

THE TRUSTEE

This section summarizes some of the important provisions of the Declaration of Trust which apply to the Trustee. For a general description of the Trustee’s role concerning the Trust, see the section “Prospectus Summary — The Trustee.”

Liability of the Trustee and indemnification

The Trustee will not be liable or accountable to the Trust or any other person or under any agreement to which the Trust or any Fund is a party, except for the Trustee’s breach of its obligations pursuant to the Declaration of Trust or its own willful misconduct, bad faith or negligence. The Trustee and each of its officers, affiliates, directors, employees, and agents will be indemnified by the Trust from and against any losses, claims, taxes, damages, reasonable expenses, and liabilities incurred with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of the Declaration of Trust or the transactions contemplated thereby; provided that the indemnified party acted without willful misconduct, bad faith or negligence.

Duties

The Trustee will have none of the duties or liabilities of the Sponsor. The duties of the Trustee shall be 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 Delaware Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Act, and (iii) any other duties specifically allocated to the Trustee in the Declaration of Trust or agreed in writing with the Sponsor from time to time.

The Declaration of Trust

Resignation, discharge or removal of Trustee; successor trustees

The Trustee may resign at any time by giving at least 60 days advance written notice to the Trust, provided that such resignation will not become effective until such time as a successor Trustee has accepted appointment as Trustee of the Trust. The Sponsor may remove the Trustee at any time by giving at least 60 days advance written notice to the Trustee, provided that such removal will not become effective until such time as a successor Trustee has accepted appointment as Trustee of the Trust. Upon effective resignation or removal, the Trustee will be discharged of its duties and obligations.

STATEMENTS, FILINGS AND REPORTS

Proper books of account for the Fund shall be kept and shall be audited annually by an independent certified public accounting firm selected by the Sponsor in its sole discretion, and there shall be entered therein all transactions, matters and things relating to each Fund’s business as are required by the Securities Act, as amended; the CEA and regulations promulgated thereunder; and all other applicable rules and regulations, and as are usually entered into books of account kept by Persons engaged in a business of like character. The books of account shall be kept at the principal office of the Trust.

FISCAL YEAR

The fiscal year of the Fund will initially be the period ending of each year. The Sponsor has the continuing right to select an alternate fiscal year.

TERMINATION OF THE TRUST OR THE FUND

The Sponsor may terminate the Trust or the Fund in its sole discretion. The Sponsor will give written notice of the termination of the Trust or the Fund, specifying the date of termination, to Shareholders of the Trust or Fund, as applicable, at least 30 days prior to the termination of the Trust or the Fund. The Sponsor will, within a reasonable time after such termination, sell all of the Gold Bullion not already distributed to Authorized Participants redeeming Creation Units, if any, in such a manner so as to effectuate orderly sales and a minimal market impact. The Sponsor shall not be liable for or responsible in any way for depreciation or loss incurred by reason of any sale or sales made in accordance with the provisions of the Declaration of Trust. The Sponsor may suspend its sales of the Gold Bullion upon the occurrence of unusual or unforeseen circumstances, including, but not limited to, a suspension in trading of gold.

AMENDMENTS TO DECLARATION OF TRUST

The Declaration of Trust can be amended by the Sponsor in its sole discretion and without the Shareholders’ consent by making an amendment, a Declaration of Trust supplemental thereto, or an amended and restated declaration of trust. Any such restatement, amendment and/or supplement hereto shall be effective on such date as designated by Sponsor in its sole discretion.

GOVERNING LAW

The Declaration of Trust and the rights of the Sponsor, the Trustee, DTC (as registered owner of the Trust’s global certificates for Shares) and the Shareholders under the Declaration of Trust are governed by the laws of the State of Delaware.

Initial Purchaser

, as the “Initial Purchaser,” on , 2015, agreed to purchase, and on , 2015 took delivery of, 25,000 Shares at a per-Share price of $ . As of the date of effectiveness of this Prospectus, these 25,000 Shares represent all of the outstanding Shares. The Initial Purchaser expects to offer all of the Shares to the public pursuant to this prospectus. In accordance with FINRA Conduct Rule 2310, the Initial Purchaser will not make any sales to any account over which it has discretionary authority without the prior written approval of a purchaser of Shares, and the total amount of underwriting compensation it receives, together with any other underwriting compensation received by Authorized Participants or underwriters in connection with the offering (if any), will not exceed 10% of the gross proceeds of the offering.

The Initial Purchaser intends to make a public offering of the Initial Shares at a price per Share that will vary depending, among other factors, on the net asset value per Share and the trading price of Shares on NYSE Arca at the time of the offer. Shares offered by the Initial Purchaser at different times may have different offering prices. The Initial Purchaser will not receive from the Fund, the Sponsor or any of their affiliates any fee or other compensation in connection with the sale of the Initial Shares. However, in certain circumstances, the Sponsor may reimburse to the Initial Purchaser certain fees and expenses incurred in connection with the offering of the Initial Shares, currently expected to be $ . The Initial Purchaser will be acting as an underwriter with respect to the Initial Shares.

The Sponsor has agreed to indemnify the Initial Purchaser against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the Initial Purchaser may be required to make in respect thereof.

has also agreed to be an Authorized Participant and at any time and from time to time after the date hereof may, in such capacity, create or redeem Creation Units.

Plan of Distribution

In addition to, and independent of, the purchase of the Underwritten Shares by the Initial Purchaser (described above) and the purchase of the Seed Creation Units by the initial depositor of Gold Bullion into the Fund, the Fund expects to issue Shares in Creation Units to Authorized Participants from time to time in exchange for deposits of the amount of Gold Bullion and cash, if any, represented by the Creation Units being created. Because new Shares can be created and issued on an ongoing basis, at any point during the life of the Fund, a “distribution,” as such term is used in the Securities Act, will be occurring.

The Initial Purchaser will be deemed to be a statutory underwriter. Authorized Participants, other broker-dealers and other persons are cautioned that some of their activities will result in their being deemed participants in a distribution in a manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of the Securities Act. For example, an Authorized Participant, other broker-dealer firm or its client will be deemed a statutory underwriter if it purchases a Creation Unit from the Fund, 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.

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 details on applicable charges.

Dealers who are not “underwriters” but are participating in a distribution (as contrasted to ordinary secondary trading transactions), and thus dealing with Shares that are part of an “unsold allotment” within the meaning of section 4(3)(C) of the Securities Act, would be unable to take advantage of the prospectus-delivery exemption provided by section 4(3) of the Securities Act.

The Sponsor intends to qualify the Shares in states selected by the Sponsor and through broker-dealers who are members of FINRA. Investors intending to create or redeem Creation Units through Authorized Participants in transactions not involving a broker-dealer registered in an investor’s state of domicile or residence should consult their legal advisors regarding applicable broker-dealer or securities regulatory requirements under the state securities laws prior to such creation or redemption.

In connection with the formation of the Fund, the Custodian will receive ounces of unallocated Gold Bullion on behalf of the Fund from the Initial Purchaser in exchange for the Seed Creation Units. The Initial Purchaser will be deemed to be an underwriter in connection with such transaction. The Seed Creation Units will be purchased at a per Share price equal to of an ounce of Gold Bullion. No fee or commission is payable in connection with the issuance of Seed Creation Units.

, also called the Initial Purchaser, has, subject to conditions, agreed to purchase the Underwritten Shares at the price of of an ounce of Gold Bullion per Share, pursuant to a distribution agreement between the Sponsor and the Initial Purchaser. Total proceeds to the Fund from the sale of the Underwritten Shares will be ounces of Gold Bullion. The public offering price of the Underwritten Shares will be determined by reference to, among other considerations, the price of Gold Bullion and the trading prices of the Shares on NYSE Arca at the time the Underwritten Shares are sold to the public. The Underwritten Shares could be sold at different prices if such Underwritten Shares are sold by the Initial Purchaser at different times. In connection with the offering and sale of the Underwritten Shares, the Initial Purchaser will be paid an aggregate fee by the Sponsor of . The Initial Purchaser may also receive an advisory fee payable by the Sponsor within one month after the commencement of trading in Shares (to be paid in the sole discretion of the Sponsor depending upon the success of the Fund at such time) in the amount of for advice provided by the Initial Purchaser in the original structuring of the Fund. In addition to such fees, the Initial Purchaser may receive commissions/fees from investors through their commission/fee-based brokerage accounts, in amounts between and .

Plan of Distribution

The Sponsor estimates that the total expenses payable by the Sponsor in connection with the offering and sale of the Underwritten Shares, excluding the fee paid to the Initial Purchaser, will be approximately . The Fund will not bear any of such expenses.

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 Administrator has agreed to reimburse such parties, solely from and to the extent of the Fund’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. In addition, WGCUS has agreed to indemnify certain parties against certain liabilities.

In connection with this offering, the Initial Purchaser may engage in activities that stabilize, maintain or otherwise affect the price of the Shares, including:

stabilizing transactions;

short sales; and

purchases to cover positions created by short sales.

Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the Shares while this offering is in progress. These transactions may also include making short sales of Shares, which involves the sale by the Initial Purchaser of a greater number of Shares than it is required to purchase in this offering, and purchasing Shares on the open market to cover positions created by short sales.

The Initial Purchaser will not act as an Authorized Participant with respect to the Underwritten Shares, and its activities with respect to the Underwritten Shares will be distinct from those of an Authorized Participant. The Initial Purchaser expects to become an Authorized Participant.

The Shares are expected to trade on NYSE Arca under the symbol “GGLD.”

Legal Proceedings

None.

Legal Matters

The validity of the Shares will be passed upon for the Sponsor by Morgan, Lewis & Bockius LLP, which, as U.S. tax counsel to the Fund, will also render an opinion regarding the material federal income tax consequences relating to the Shares. will opine on the validity of the Underwritten Shares for the Initial Purchaser. Morgan, Lewis & Bockius LLP is not acting as counsel to any investor in the Fund.

Experts

The financial statements included in this prospectus and included elsewhere in the registration statement have been audited by , an independent registered public accounting firm, as stated in their report appearing herein and elsewhere in the registration statement, and is included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

Where You Can Find More Information

The Sponsor has filed on behalf of the Fund 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 Fund or the Shares, please refer to the registration statement, which you may inspect, without charge, at the public reference facilities of the SEC at the below address or online at www.sec.gov, or obtain at prescribed rates from the public reference facilities of the SEC at the below address. Information about the Fund and the Shares can also be obtained from the Fund’s website. The Internet address of the Fund’s website is . This Internet address is only provided here as a convenience to you to allow you to access the Fund’s website, and the information contained on or connected to the Fund’s website is not part of this prospectus or the registration statement of which this prospectus is a part.

The Fund is subject to the informational requirements of the Exchange Act , and the Sponsor, on behalf of the Fund, will file quarterly and annual reports and other information with the SEC. The Sponsor will file an updated prospectus annually for the Fund pursuant to the Securities Act. The reports and other information can be inspected at the public reference facilities of the SEC located at 100 F Street, N.E., Washington, D.C. 20549 and online at www.sec.gov. You may also obtain copies of such material from the public reference facilities of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain more information concerning the operation of the public reference facilities of the SEC by calling the SEC at 1-800-SEC-0330 or visiting online at www.sec.gov .

Report of Independent Registered Public Accounting Firm

To be provided.

F-1

Statement of Financial Condition

To be provided.

F-2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution*

The expenses expected to be incurred in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are as set forth below. Except for the registration fee payable to the Securities and Exchange Commission and the NYSE Arca Listing Fee, all such expenses are estimated:


Securities and Exchange Commission Registration Fee
NYSE Arca Listing Fee
Printing and engraving expenses
Legal fees and expenses
Insurance
Accounting fees and expenses
Miscellaneous

Total

*	Subject to revision upon completion of the offering.

Item 14.

Indemnification of Directors and Officers.

Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may indemnify and hold harmless any member, manager or other person against any and all claims and demands whatsoever, subject to any standards and restrictions set forth in the limited liability company agreement of the limited liability company.

Section 4.05 of the Declaration of Trust provides that the Sponsor and its directors, shareholders, members, officers, employees, affiliates and subsidiaries shall be indemnified from the Fund and held harmless against any loss, liability or expense incurred by an indemnified party without (1) gross negligence, bad faith, willful misconduct or willful malfeasance on the part of the indemnified party arising out of or in connection with the performance of its obligations under the Declaration of Trust or any actions taken in accordance with the provisions of the Declaration of Trust or (2) the indemnified party’s reckless disregard of its obligations and duties under the Declaration of Trust. The indemnity shall include payment from the Fund of the indemnified party’s costs and expenses of defending itself against any such indemnified claim or liability.

In addition, WGCUS has entered into separate indemnification agreements with certain officers of the Sponsor which require WGCUS, among other things, to indemnify the officers against certain liabilities which may arise by reason of their status as officers of the Sponsor. The Sponsor or WGCUS also intends to maintain director and officer liability insurance for the Sponsor, if available on reasonable terms.

Item 15.

Recent Sales of Unregistered Securities.

None.

II-1

Item 16.

Exhibits and Financial Statement Schedules.

(a) Exhibits


Exhibit Number		Description
1.1		Form of Distribution Agreement*
1.2		Form of Initial Purchaser Reimbursement Agreement*
3.1		Certificate of Trust
4.1		Form of Amended and Restated Agreement and Declaration of Trust
4.2		Form of Participant Agreement*
4.3		Form of WGC USA Asset Management Company, LLC Payment and Reimbursement Agreement*
5.1		Form of Opinion of Morgan, Lewis & Bockius LLP as to legality
8.1		Opinion of Morgan, Lewis & Bockius LLP as to tax matters*
10.1		Form of Custodian Agreement
10.2		Form of Depository Agreement*
10.3		Form of License Agreement
10.4		Form of Fund Administration and Accounting Agreement*
10.5		Form of Transfer Agency and Service Agreement*
10.6		Form of Gold Delivery Agreement
23.1		Consent of *
23.2		Consents of Morgan, Lewis & Bockius LLP are included in Exhibits 5.1 and 8.1
24.1		Powers of attorney are included on the signature page to this registration statement

*	To be filed by amendment.

(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;

(ii)

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

(iii)

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

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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

II-2

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

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

(iii)

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

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. That insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(5) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

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

(7) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(8) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, New York, on August 28, 2015.

The Global Currency Gold Trust

By: /s/ William Rhind

William Rhind

Principal Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes William Rhind and Gregory S. Collett, and each of them singly, his true and lawful attorneys-in-fact with full power to sign on behalf of such person, in the capacities indicated below, any and all amendments to this registration statement (including post-effective amendments) and any subsequent related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and generally to do all such things in the name and on behalf of such person, in the capacities indicated below, to enable the Registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission thereunder, hereby ratifying and confirming the signature of such person as it may be signed by said attorneys-in-fact, or any of them, on any and all amendments to this registration statement or any such subsequent related registration statement.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on August 28, 2015 by the following persons on behalf of the Global Currency Gold Trust in the capacities indicated.


Signature		Capacity

By: /s/ William Rhind		Principal Executive Officer
William Rhind

By: /s/ Gregory S. Collett		Principal Financial Officer
Gregory S. Collett

By: /s/ Samantha McDonald		Principal Accounting Officer
Samantha McDonald

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on August 28, 2015 by the following person on behalf of the Sponsor, WGC USA Asset Management Company, LLC, in the capacity indicated.


Signature		Capacity

By: /s/ Gregory S. Collett		Vice President
Gregory S. Collett

II-4

Exhibit Index


Exhibit Number		Description
1.1		Form of Distribution Agreement*
1.2		Form of Initial Purchaser Reimbursement Agreement*
3.1		Certificate of Trust
4.1		Form of Amended and Restated Agreement and Declaration of Trust
4.2		Form of Participant Agreement*
4.3		Form of WGC USA Asset Management Company, LLC Payment and Reimbursement Agreement*
5.1		Form of Opinion of Morgan, Lewis & Bockius LLP as to legality
8.1		Opinion of Morgan, Lewis & Bockius LLP as to tax matters*
10.1		Form of Custodian Agreement
10.2		Form of Depository Agreement*
10.3		Form of License Agreement
10.4		Form of Fund Administration and Accounting Agreement*
10.5		Form of Transfer Agency and Service Agreement*
10.6		Form of Gold Delivery Agreement
23.1		Consent of *
23.2		Consents of Morgan, Lewis & Bockius LLP are included in Exhibits 5.1 and 8.1
24.1		Powers of attorney are included on the signature page to this registration statement

*	To be filed by amendment.

Exhibit 3.1

CERTIFICATE OF TRUST

GLOBAL CURRENCY GOLD TRUST

THIS CERTIFICATE OF TRUST of Global Currency Gold Trust (the “Trust”) is being duly executed and filed by the undersigned to form a Delaware statutory trust under The Delaware Statutory Trust Act (12 Del. C . § 3801, et seq . ) (the “Act”).

FIRST: The name of the Delaware statutory trust formed hereby is Global Currency Gold Trust.

SECOND: The name and the business address of a trustee of the Trust with its principal place of business in the State of Delaware is CSC Trust Company of Delaware, 2711 Centerville Road, Suite 210, Wilmington, New Castle County, DE 19808.

THIRD: This Certificate of Trust shall be effective as of its filing with the Secretary of State of the State of Delaware

FOURTH: Notice is hereby given that the Trust is a series Trust. Pursuant to Section 3804 of the Act, the debts, liabilities, obligations, costs, charges, reserves and expenses incurred, contracted for or otherwise existing with respect to a particular series, whether such series is now authorized and existing pursuant to the governing instrument of the Trust or is hereafter authorized and existing pursuant to said governing instrument, shall be enforceable against the assets of such series only and not against the assets of the Trust generally or any other series thereof. Except as otherwise provided in or pursuant to the governing instrument of the Trust, none of the debts, liabilities, obligations, costs, charges, reserves and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other series thereof shall be enforceable against the assets of such series.

IN WITNESS WHEREOF , the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.


CSC TRUST COMPANY OF DELAWARE, as Trustee

By:		/s/ Joseph McFadden
Name:		Joseph McFadden
Title:		Vice President

Exhibit 4.1

FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

GLOBAL CURRENCY GOLD TRUST

DATED AS OF

TABLE OF CONTENTS


		Page
ARTICLE I NAME, PURPOSE AND DEFINITIONS			1

Section 1.01	Name		1
Section 1.02	Purpose		1
Section 1.03	Definitions		1

ARTICLE II SERIES AND SHARES			4

Section 2.01	Division of Beneficial Interest; Establishment of Series		4
Section 2.02	Ownership of Shares		5
Section 2.03	Transfer of Shares		6
Section 2.04	Investments in a Series		6
Section 2.05	Status of Shares and Limitation of Personal Liability		6
Section 2.06	Designation and Rights of Shares		6
Section 2.07	Fixing of Record Date		9
Section 2.08	Creations and Issuance of Creation Baskets		9
Section 2.09	Requirements for Deposits of Gold		10
Section 2.10	Redemptions of Creation Baskets		10

ARTICLE III TRUSTEE			11

Section 3.01	Term; Resignation		11
Section 3.02	Duties		11
Section 3.03	Compensation and Expenses of the Trustee		11
Section 3.04	Liability of Trustee		11
Section 3.05	Indemnification		12
Section 3.06	Successor Trustee		12

ARTICLE IV THE SPONSOR			13

Section 4.01	Management of the Trust		13
Section 4.02	Authority of Sponsor		13
Section 4.03	Obligations of Sponsor		14
Section 4.04	Compensation of the Sponsor		15
Section 4.05	Liability of Sponsor and Indemnification		15


		Page

ARTICLE V BOOKS OF ACCOUNT AND CERTIFICATE OF TRUST			16

Section 5.01	Books of Account		16
Section 5.02	Certificate of Trust		16

ARTICLE VI AMENDMENT OF DECLARATION OF TRUST AND WAIVER			17

ARTICLE VII TERM			17

ARTICLE VIII TERMINATION/REORGANIZATION			17

Section 8.01	Termination of the Trust or any Series		17
Section 8.02	Merger and Consolidation		18
Section 8.03	Dissolution of Sponsor Not to Terminate Trust		18

ARTICLE IX MISCELLANEOUS PROVISIONS			18

Section 9.01	Certain Matters Relating to Shareholders		18
Section 9.02	Delaware Law to Govern		20
Section 9.03	Provisions in Conflict with Law or Regulations		20
Section 9.04	Notices		21
Section 9.05	Headings		21
Section 9.06	Counterparts		21

GLOBAL CURRENCY GOLD TRUST

FORM OF AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (“Declaration of Trust”) of the GLOBAL CURRENCY GOLD TRUST is effective as of the day of , 2015.

ARTICLE I

NAME, PURPOSE AND DEFINITIONS

Section 1.01 Name . This trust shall be known as the “Global Currency Gold Trust.” The Sponsor and the Trustee shall conduct the business of the Trust under this name or any other name as the Sponsor may from time to time determine in its sole discretion. Any name change shall become effective on the execution by the Sponsor of an instrument setting forth the new name and the filing of a certificate of amendment pursuant to Section 3810(b)(1) of the Delaware Act. Any such instrument shall not require the approval of the Shareholders but shall have the status of an amendment to this Declaration of Trust.

Section 1.02 Purpose . The purpose of the Trust is to provide the Shareholders of each Series with exposure to physical gold bullion whose price is referenced in one or more non-U.S. currencies. Each Series of the Trust will hold physical gold exclusively and will be a passive investment vehicle. The Sponsor intends for each Series to be operated and treated for U.S. federal income tax purposes as a “‘investment’ trust” as defined in Treasury Regulation § 301.7701-4(c)(1). All provisions in this Declaration of Trust are intended to be construed such that the Trust or any Series thereof does not lose its status as an “‘investment’ trust”. It is not the intention of the Sponsor to create a general partnership, limited partnership, limited liability company, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware Statutory Trust. The Trust shall be entitled to exercise all of the powers and privileges granted to a statutory trust formed under the laws of the State of Delaware, now or hereafter in force.

Section 1.03 Definitions . Whenever used herein, unless otherwise required by the context or specifically provided:

(a) “Administrator” means any Person from time to time engaged to perform administration services for the Trust pursuant to authority delegated by the Sponsor.

(b) “Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

(c) “Business Day” shall mean any day the Exchange is open for business and the Trust accepts creation and redemption orders for Creation Baskets.

(d) “By-Laws” shall mean the By-Laws of the Trust, if any, as amended from time to time which By-Laws are expressly herein incorporated by reference as part of the “governing instrument” within the meaning of the Delaware Act (defined herein).

(e) “Control” and/or “Controlled” mean that the specified party, directly or indirectly, has the power to direct or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.

(f) “Creation Basket” shall mean a block of 25,000 Shares or more or such other amount as established from time to time by the Sponsor. Multiple blocks are called “Creation Baskets.”

(g) “Creation Basket Gold Delivery Amount” means the total deposit of Gold required to create a Creation Basket. The Creation Basket Gold Delivery Amount is the number of ounces of Gold required to be delivered to a Series by a Participant in connection with a creation order for a single Creation Basket. The Creation Basket Gold Delivery Amount also refers to the amount of gold to be paid out by a Series in connection with the redemption of a Creation Basket.

(h) “Custodian” means, with respect to any Series, an entity designated to act as custodian of the assets of such Series pursuant to a written agreement with the Trust or Sponsor on behalf of such Series.

(i) “Custody Agreement” means a written agreement entered into by the Trust or Sponsor with a Custodian providing for the deposit, safekeeping or delivery of Gold held by a Series and related services.

(j) “Declaration of Trust” shall mean this Amended and Restated Agreement and Declaration of Trust, as amended or restated from time to time.

(k) “Delaware Act” shall mean the Delaware Statutory Trust Act (12 Del. C. § 3801 et seq .), as such statute may be amended or interpreted from time to time, and any legislative enactment which may replace or supersede such Act.

(l) “DTC” shall mean 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 registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC will act as the securities depository for the Shares.

(m) “DTC Participant” shall mean a Participant in DTC, such as banks, brokers, dealers and trust companies.

(n) “Exchange” means the primary exchange or other securities market on which the Shares of a Series are listed for trading.

(o) “Expenses” shall have the meaning assigned to such term in Section 3.05 herein.

(p) “General Assets” shall have the meaning assigned to such term in Section 2.06(a) herein.

(q) “Gold” means gold bullion meeting the London Good Delivery Standards.

(r) “Indemnified Person” shall have the meaning assigned to such term in Section 3.05 herein.

(s) “LBMA” means The London Bullion Market Association.

(t) “London Good Delivery” shall have the meaning assigned in the Good Delivery Rules for Gold and Silver Bars contained in the rules promulgated by the LBMA.

(u) “Order Cut-Off Time” shall mean the close of regular trading on the Exchange, usually 4:00 p.m. New York time, or such other time as designated by the Sponsor.

(v) “Participant” means a person who (1) is 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) is a participant in DTC, (3) has entered into a Participant Agreement and (4) has established a Participant Unallocated Account with the Custodian. Only Authorized Participants may place orders to create or redeem one or more Creation Units.

(w) “Participant Agreement” shall mean an agreement entered into by each Participant with respect to a Series which provides the procedures for the creation and redemption of Creation Baskets and for the delivery of the Gold and cash, if any, required for such creations and redemptions.

(x) “Participant Unallocated Account” means the account maintained on an unallocated basis by the Custodian for a Participant.

(y) “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign.

(z) “Prospectus” shall have the meaning assigned to such term in Section 3.06(d) herein.

(aa) “Redemption Order” shall have the meaning assigned to such term in Section 2.11(a) herein.

(bb) “Redemption Order Date” shall have the meaning assigned to such term in Section 2.11(b) herein.

(cc) “Registration Statement” means the registration statement of the Trust with respect to a Series as filed with the SEC and declared effective thereby, or becoming automatically effective, as applicable, as the same may at any time and from time to time be amended or supplemented.

(dd) “SEC” means the U.S. Securities and Exchange Commission.

(ee) “Series” refers to each Series of Shares established and designated under or in accordance with the provisions of Article II.

(ff) “Shareholder” means a record owner of outstanding at least one outstanding Share.

(gg) “Share” shall mean an equal proportionate unit of beneficial interest into which the beneficial interest of each Series shall be divided. “Shares” includes fractions of Shares as well as whole Shares.

(hh) “Sponsor” means WGC USA Asset Management Company, LLC, or any entity into which it may be merged or with which it may be consolidated, or any entity resulting from any merger or consolidation to which it shall be a party, or any entity succeeding to all or substantially all of its business as sponsor of the Trust, or any successor Sponsor designated as such by operation of law or any successor Sponsor appointed as herein provided.

(ii) “Sponsor Indemnified Party” shall have the meaning assigned to such term in Section 4.05(c) herein.

(jj) “Trust” refers to the Delaware statutory trust established under the Delaware Act by the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware on August 27, 2014, inclusive of each and every Series established as part of the Trust hereunder now or in the future.

(kk) “Trust Unallocated Account” means the unallocated Gold account of the Trust established with the Custodian on behalf of a Series. The Trust Unallocated Account will be used to facilitate the transfer of Gold in and out of the Series. Specifically, it will be used to transfer Gold deposits and Gold redemption distributions between Participants and the Series in connection with the creation and redemption of Creation Baskets, in connection with the transfers of Gold to or from the gold delivery provider of the Trust, and in connection with sales of Gold made by the Administrator for the Series.

(ll) “Trust Property” means the property of the Trust and, specifically, the Gold owned or held by or for the account of the Trust or any Series.

(mm) “Trustee” refers to the Person or Persons appointed as Trustee of the Trust or any successor Trustee designated as such by operation of law or appointed as herein provided for so long as such Person shall continue in office in accordance with the terms hereof.

ARTICLE II

SERIES AND SHARES

Section 2.01 Division of Beneficial Interest; Establishment of Series . The beneficial interest in the Trust shall be divided into one or more Series. Each Share of a Series of the Trust shall represent an equal beneficial interest in the net assets of such Series, and each holder of

Shares of a Series shall be entitled to receive such holder’s pro rata share of distributions of income and capital gains, if any, made with respect to such Series. Upon redemption of the Shares of any Series, the applicable Shareholder shall be paid solely out of the Series and property of such Series of the Trust.

All references to Shares in this Declaration of Trust shall be deemed to be Shares of any or all Series, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust, except as the context otherwise requires.

All Shares issued hereunder shall be fully paid and non-assessable. No Share shall have any priority or preference over any other Share of the same Series with respect to assets of such Series. All distributions, if any, shall be made ratably among all Shareholders of a Series from the assets held with respect to such Series according to the number of Shares of such Series held of record by such Shareholders on the record date for any distribution or on the date of termination of the Trust, as the case may be. Except as otherwise provided by the Sponsor Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. Every Shareholder, by virtue of having purchases or acquired a Share, shall have expressly consented and agreed to be bound by the terms of this Declaration of Trust.

The Sponsor shall have full power and authority, in its sole discretion, without seeking the approval of the Trustee or the Shareholders of any Series (i) to establish and designate and to change in any manner any Series and to fix such preferences, voting powers, rights, duties and privileges of each Series as the Sponsor may from time to time determine, which preferences, voting powers, rights, duties and privileges may be senior or subordinate to any existing Series and may be limited to specified property or obligations of the Trust or gains and losses associated with specified property or obligations of the Trust, (ii) to divide the beneficial interest in each Series into an unlimited amount of Shares, with or without par value, as the Sponsor shall determine, (iii) to issue Shares without limitation as to number (including fractional Shares), to such Persons and for such amount of consideration, subject to any restriction set forth in the By-Laws, at such time or times and on such terms as the Sponsor may deem appropriate, (iv) to divide or combine the Shares or any Series into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of such Series in the assets held with respect to that Series, (v) to classify or reclassify any issued Shares of any Series into shares of one or more Series, and (vi) to take such other action with respect to the Shares as the Sponsor may deem desirable.

Section 2.02 Ownership of Shares . The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series. 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 consider appropriate for the issuance of Share certificates, transfer of Shares of each Series and similar matters. The record books of the Trust as kept by the Trust, or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and as to the number of Shares of each Series held from time to time by each.

Section 2.03 Transfer of Shares . Except as otherwise provided by the Sponsor, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Sponsor, the Trust’s transfer or similar agent or other Person designated by the Sponsor of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Sponsor. Upon such delivery, and subject to any further requirements specified by the Sponsor or contained in the By-Laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder.

Section 2.04 Investments in a Series . Investments in each Series may be accepted by the Trust from such Persons, at such times and on such terms as the Sponsor from time to time may authorize. Each investment shall be credited to the Shareholder’s account in the form of full and fractional Shares of the Trust, in such Series as the purchaser shall select, at the net asset value per Share next determined for such Series after receipt of the investment; provided, however, that the Sponsor may, in its sole discretion, impose a sales charge, transaction fee or other charges upon investments in a Series or place such other restrictions on investments in a Series as the Sponsor, in its sole discretion, deems appropriate.

Section 2.05 Status of Shares and Limitation of Personal Liability . The ownership of the Trust Property and the right to conduct the business of the Trust and each Series described herein are vested exclusively in the Sponsor and the Trustee. The Shareholders of a Series shall have no interest therein other than the beneficial interest in such Series conferred by their Shares, and they shall have no right to call for any partition or division of any Trust Property, rights or interests of the Trust or a Series, nor can they be called upon to share or assume any losses of the Trust or, subject to the right of the Sponsor to charge certain expenses directly to Shareholders, suffer an assessment of any kind by virtue of their ownership of Shares. Every Shareholder, by virtue of having purchased a Share, shall become a Shareholder of the Series whose Share or Shares it has purchased and shall be held to have expressly assented and agreed to be bound by the terms hereof and to have become a party hereto. The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the existence of the Trust or a Series shall not operate to terminate the Trust or such Series, nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or such Series, the Sponsor or the Trustee, but entitles such representative only to the rights of such Shareholder under this Declaration of Trust. Ownership of Shares shall not constitute the Shareholders as partners. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights (except as specified in this Declaration of Trust or as specified by the Trust or the Sponsor when creating the Shares). No Shareholder of a Series shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the Delaware General Corporation Law.

Section 2.06 Designation and Rights of Shares . Each Series shall be separate and distinct from any other Series. Separate and distinct records on the books of the Trust shall be maintained for each Series. The assets and liabilities belonging to any such Series shall be held

and accounted for separately from the assets and liabilities of the Trust or any other Series. Shares of each Series, unless otherwise provided in the resolution establishing such Series, shall have the following relative rights and preferences:

(a) Assets Held with Respect to a Particular Series . All consideration received by the Trust for the issue or sale of Shares of a particular Series, including distributions paid by, and reinvested in such Series together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any Series or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably be held with respect to that Series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including, without limitation, any proceeds derived from the sale, exchange or liquidation of such assets, and any Series or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets held with respect to” that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, Series or payments which are not readily identifiable as assets held with respect to any particular Series (collectively “General Assets”), the Sponsor shall allocate such General Assets to, between or among any one or more of the Series in such manner and on such basis as the Sponsor, in its sole discretion, deems fair and equitable, and any General Assets as allocated to a particular Series shall be held with respect to that Series. Each such allocation by the Sponsor shall be conclusive and binding upon the Shareholders of all Series for all purposes. Separate and distinct records shall be maintained for each Series and the assets held with respect to each Series shall be held and accounted for separately from the assets held with respect to all other Series and General Assets of the Trust not allocated to such Series.

(b) Liabilities Held with Respect to a Particular Series . The assets of the Trust held with respect to each particular Series shall be charged against the liabilities of the Trust held with respect to that Series and all expenses, costs, charges and reserves attributable to that Series, and any general liabilities of the Trust which are not readily identifiable as being held with respect to any particular Series shall be allocated and charged by the Sponsor to and among any one or more of the Series in such manner and on such basis as the Sponsor, in its sole discretion, deems fair and equitable. The liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as “liabilities held with respect to” that Series. Any liabilities, debts, obligations, expenses, costs, charges and reserves of the Trust that are not readily identifiable as being liabilities held with respect to any particular Series (collectively “General Liabilities”) shall be allocated and charged by the Sponsor to and among any one or more of the Series in such manner and on such basis as the Sponsor, in its sole discretion, deems fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Sponsor shall be conclusive and binding upon the Shareholders of all Series for all purposes. All Persons who have extended credit which has been allocated to a particular Series, or who have a claim or contract which has been allocated to any particular Series, shall look, and shall be required by contract to look, exclusively to the assets of that particular Series for payment of such credit, claim, or contract, and not any other Series or the Trust as a whole. In the absence of an express contractual agreement so limiting the claims of such creditors, claimants and contract providers, each creditor, claimant and contract provider will be deemed nevertheless to have impliedly agreed to such limitation.

Subject to the right of the Sponsor in its discretion to allocate General Liabilities as provided herein, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series, whether such Series is now authorized and existing pursuant to this Declaration of Trust or is hereafter authorized and existing pursuant to this Declaration of Trust, shall be enforceable against the assets held with respect to such particular Series only, and not against the assets of any other Series or the General Assets of the Trust and none of the General Liabilities of the Trust or the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to any other Series thereof shall be enforceable against the assets held with respect to such particular Series. Notice of this limitation on liabilities between and among Series is set forth in the Certificate of Trust, and by giving such notice in the Certificate of Trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities between and among Series (and the statutory effect under Section 3804 of setting forth such notice in the Certificate of Trust) are applicable to the Trust and each Series.

(c) Dividends, Distributions, Redemptions, and Repurchases . Notwithstanding any other provisions of this Declaration of Trust, distribution including, without limitation, any distribution paid upon termination of the Trust or paid on or in respect to any Series, nor any redemption or repurchase of the Shares of any Series, shall be effected by the Trust other than from the assets held with respect to such Series, nor, except as specifically provided in Section 2.07, shall any Shareholder of any particular Series, otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Sponsor shall have full discretion, to the extent not inconsistent with applicable law, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

(d) Voting . All Shares of the Trust entitled to vote on a matter shall vote without differentiation between the separate Series on a one vote per each Share (including fractional votes for fractional shares) basis; provided, however, if a matter to be voted on affects only the interests of some but not all Series of Shareholders or as otherwise required by applicable law, then only the Shareholders of such affected Series shall be entitled to vote on the matter, separately by Series and on the same one vote per each Share (including fractional votes for fractional shares) basis.

(e) Equality . All the Shares of each particular Series shall represent an equal proportionate undivided interest in the assets held with respect to that Series (subject to the liabilities held with respect to that Series), and each Share of any particular Series shall be equal to each Share of that Series.

(f) Fractions . Any fractional Share of a Series shall carry proportionately all the rights and obligations of a whole Share of that Series, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust.

(g) Exchange Privilege . The Sponsor shall have the authority to provide that the holders of Shares of any Series shall have the right to exchange said Shares for Shares of one or more other Series of Shares, in accordance with such requirements and procedures as may be established by the Sponsor.

Section 2.07 Fixing of Record Date . Whenever any distribution will be made, or whenever the Trust receives notice of any solicitation of proxies or consents from Shareholders, or whenever for any reason there is a split, reverse split or other change in the outstanding Shares, or whenever the Sponsor shall find it necessary or convenient in respect of any matter, the Sponsor shall fix a record date for the determination of the Shareholders who shall be (i) entitled to receive such distribution or the net proceeds of the sale thereof, (ii) entitled to give such proxies or consents in respect of any such solicitation, (iii) entitled to receive Shares of a Series as a result of any such split, reverse split or other change and (iv) entitled to act in respect of any other matter for which the record date was set. Subject to applicable law and this Declaration of Trust, Sponsor shall have sole discretion to fix such record date.

Section 2.08 Creations and Issuance of Creation Baskets .

(a) The following procedures, except to the extent otherwise provided in the Participant Agreement for each Participant, which may be amended from time to time in accordance with the provisions of such Participant Agreement (and any such amendment will not constitute an amendment of this Declaration of Trust), apply to the creation and issuance of Creation Baskets. Subject to the limitations upon and requirements for issuance of Creation Baskets stated herein and in such procedures, the number of Creation Baskets which may be issued by the Trust is unlimited.

(i)

On any Business Day, a Participant may submit a request to create one or more Creation Baskets (such request by a Participant, a “Purchase Order”) in the manner provided in the Participant Agreement. Purchase Orders must be received by the Order Cut-Off Time on a Business Day (the “Purchase Order Date”) as set forth in the Participant Agreement. Purchase Orders will be processed only from Participants with respect to which a Participant Agreement is in full force and effect.

(ii)

Any Purchase Order is subject to rejection by the Sponsor at its sole discretion as set forth in the Participant Agreement.

(iii)

After accepting a Participant’s Purchase Order, the Sponsor will issue and deliver Creation Baskets to fill a Participant’s Purchase Order at or shortly after 9:00 a.m. New York time on the third Business Day after the Purchase Order Date, but only if by such time the Sponsor has received (A) the non-refundable transaction fee due for such Purchase Order, (B) for the account of the Trust cash, if any, required for such Purchase Order and (C) notice from the Custodian (which need not be the Custodian’s official report of transactions for such day) that the Custodian has received for the account of the Trust to the credit of the Trust Unallocated Account (or other Custody Account provided for in the relevant Custody Agreement), from the Participant Unallocated Account (or other account

of the Participant from which Gold may be transferred to the Trust in accordance with the relevant Custody Agreement) the Creation Basket Gold Delivery Amount due from the Participant submitting the Purchase Order.

(b) Upon issuing a Creation Basket pursuant to a Purchase Order of a Participant, the Sponsor will deposit the Creation Basket with DTC in accordance with DTC’s customary procedures, for credit to the account of the Participant that placed the Purchase Order.

(c) The procedures set forth in this Section 2.08 may be changed from time-to-time at the sole discretion of the Sponsor.

Section 2.09 Requirements for Deposits of Gold .

(a) Except as provided in paragraph (b) of this Section, Gold may be delivered for deposit to the Trust only by transfer to the Trust Unallocated Account maintained by the Custodian on behalf of the Trust from a Participant Unallocated Account pursuant to the procedures specified in the Participant Agreement. The expense and risk of delivery, ownership and safekeeping of Gold until such Gold has been received by the Trust shall be borne solely by the depositor.

(b) The Sponsor shall accept delivery of Gold by such other means as the Sponsor, from time to time, may determine to be acceptable for the Trust. If Gold is to be delivered other than as described in Section 2.10(a), the Sponsor is authorized to establish such procedures and to appoint such custodians and establish such custody accounts in addition to those described herein, as the Sponsor determines in its sole discretion.

Section 2.10 Redemption of Creation Baskets .

(i)

On any Business Day, a Participant may submit a request to redeem one or more Creation Baskets standing to the credit of the Participant on the records of DTC in kind (such request, a “Redemption Order”) in the manner provided in the Participant Agreement. Redemption Orders must be received by the Order Cut-Off Time on a Business Day (the “Redemption Order Date”) as set forth in the Participant Agreement. Redemption Orders will be processed only from Participants with respect to which a Participant Agreement is in full force and effect.

(ii)

Any Redemption Order is subject to rejection by the Sponsor at its sole discretion as set forth in the Participant Agreement.

(iii)

After accepting a Participant’s Redemption Order, the Sponsor will deliver the redemption distribution to fill a Participant’s Redemption Order at or shortly after 9:00 a.m. New York time on the third Business Day after the Redemption Order Date, but only if by such time the Sponsor has received (A) the non-refundable transaction fee due for such Redemption Order and (B) notice that the Sponsor’s account at DTC has been credited with the Creation Basket Gold Delivery Amount being tendered for redemption.

(b) The procedures set forth in this Section 2.10 may be changed from time-to-time at the sole discretion of the Sponsor.

ARTICLE III

TRUSTEE

Section 3.01 Term; Resignation .

(a) The Trustee shall be appointed by the Sponsor and shall serve for the duration of the Trust or until the earlier of (i) the effective date of the Trustee’s resignation, or (ii) the effective date of the removal of the Trustee by the Sponsor.

(b) The Trustee may resign at any time by giving sixty (60) days’ written notice to the Sponsor; provided, however, that said resignation of the Trustee shall not be effective until such time as a successor Trustee has accepted appointment as Trustee of the Trust. The Trustee may be removed at any time by the Sponsor upon sixty (60) days’ written notice to the Trustee; provided, however, such removal shall not be effective until such time as a successor Trustee has accepted such appointment.

Section 3.02 Duties . The Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the purpose of satisfying the requirement of Section 3807(a) of the Delaware Trust Statute that the Trust have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto that the Trustee shall have none of the duties or liabilities of the Sponsor. The duties of the Trustee shall be 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 Delaware Trustee is required to execute under Section 3811 of the Delaware Trust Statute, and (iii) any other duties specifically allocated to the Trustee in this Declaration of Trust or agreed in writing with the Sponsor from time to time.

Section 3.03 Compensation and Expenses of the Trustee . The Trustee (or any successor Trustee) shall be entitled to receive compensation from the Sponsor or from the Trust for its services in accordance with such schedules as shall have been separately agreed to from time to time in writing by the Trustee and the Sponsor or the Trust.

Section 3.04 Liability of Trustee . The Trustee shall not be liable for the acts or omissions of the Sponsor, nor shall the Trustee be liable for supervising or monitoring the performance and the duties and obligations of the Sponsor or the Trust under this Declaration of

Trust, except as otherwise set forth herein. The Trustee shall not be liable under any circumstances, except for a breach of its obligations pursuant to this Declaration of Trust, its own willful misconduct, bad faith or negligence. In particular, but not by way of limitation:

(i) the Trustee shall not be liable for any error of judgment made in good faith, except to the extent such error of judgment constitutes negligence on its part;

(ii) under no circumstances shall the Trustee be liable for any representation, warranty, covenant, agreement, or indebtedness of the Trust;

(iii) the 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. The 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 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 Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon;

(iv) in the exercise or administration of the trust hereunder, the Trustee may act directly or through agents or attorneys pursuant to agreements entered into with any of them;

(v) except as expressly provided in this Section 3.04, in accepting and performing the trust hereby created, the Trustee acts solely as Trustee hereunder and not in any other capacity, and all persons having any claim against the Trustee by reason of the transactions contemplated by this Declaration of Trust shall look only to the Trust’s property for payment or satisfaction thereof.

Section 3.05 Indemnification . The Trustee or any officer, Affiliate, director, employee, or agent of the Trustee (each an “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, and liabilities (including liabilities under state or federal securities laws) of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted against such Indemnified Persons with respect to the creation, operation or termination of the Trust, the execution, delivery or performance of this Declaration of Trust or the transactions contemplated hereby; provided , however , that the Trust shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or negligence of such Indemnified Person.

Section 3.06 Successor Trustee . Upon the resignation or removal of the Trustee, the Sponsor shall appoint a successor Trustee by delivering a written instrument to the outgoing

Trustee. Any successor Trustee must satisfy the requirements of Section 3807 of the Delaware Trust Statute. Any resignation or removal of the Trustee and appointment of a successor Trustee shall not become effective until a written acceptance of appointment is delivered by the successor Trustee to the outgoing Trustee and the Sponsor and any fees and expenses due to the outgoing Trustee are paid or waived by the outgoing Trustee. Following compliance with the preceding sentence, the successor shall become fully vested with the rights, powers, duties and obligations of the outgoing Trustee under this Declaration of Trust, with like effect as if originally named as Trustee, and the outgoing Trustee shall be discharged of its duties and obligations herein.

ARTICLE IV

THE SPONSOR

Section 4.01 Management of the Trust . Pursuant to Sections 3806(a) and 3806(b)(7) of the Delaware Trust Statute, the Trust shall be managed by the Sponsor and the conduct of the Trust’s business shall be controlled and conducted solely by the Sponsor in it sole discretion in accordance with this Declaration of Trust. Any determination as to what is in the interests of the Trust made by the Sponsor in good faith shall be conclusive. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Sponsor. The enumeration of any specific power in this Declaration of Trust shall not be construed as limiting the aforesaid power.

Section 4.02 Authority of Sponsor . In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Declaration of Trust, and except as limited, restricted or prohibited by the express provisions of this Declaration of Trust (e.g., see Section 1.02) or the Delaware Act, the Sponsor shall have and may exercise on behalf of the Trust and each Series, all powers and rights the Sponsor, in its sole discretion, deems necessary, proper, convenient or advisable to effectuate and carry out the purposes, activities and objectives of the Trust and each Series, which shall include, without limitation, the following:

(a) To enter into, execute, deliver and maintain, and to cause the Trust and each Series to perform its obligations under, contracts, agreements and any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Shares and the conduct of Trust activities and administration, and the activities and administration of each Series, including, but not limited to contracts with third parties for services; provided, however, that such services may be performed by an Affiliate or Affiliates of the Sponsor so long as the Sponsor has made a good faith determination that: (i) it is in the best interest of the Trust or a Fund, as applicable, to appoint such Affiliate, (ii) the Affiliate which it proposes to engage to perform such services is qualified to do so (considering the experience of the Affiliate or the individuals employed thereby) and (iii) the terms and conditions of the agreement pursuant to which such Affiliate is to perform services for the Trust commercially reasonable;

(b) To establish, maintain, deposit into, and/or otherwise draw upon accounts on behalf of the Trust or each Series with appropriate custodial, banking or other institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s or a Series’ business

and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Sponsor in the Sponsor‘s name shall be deemed executed and accepted on behalf of the Trust or a Series, as applicable, by the Sponsor;

(c) To deposit, withdraw, pay, retain and distribute Gold and Trust Property, or any portion thereof, in any manner consistent with the provisions of this Declaration of Trust;

(d) To supervise the preparation and filing of the Registration Statement and the Trust’s prospectus (the “Prospectus”);

(e) To pay or authorize the payment of distributions to the Shareholders and pay or authorize the payment of the expenses of the Trust and each Series;

(f) To hold or dispose of Trust Property and to subscribe for, purchase or otherwise acquire, own, hold, pledge, sell, assign, transfer, exchange, distribute, or otherwise deal in Trust Property, and to do any and all acts and things for the maintenance, preservation, and protection of Trust Property;

(g) To exercise powers and right of subscription or otherwise with respect to the ownership of Trust Property;

(h) To hold Gold or property in a form not indicating that it is Trust Property, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise or to authorize the custodian or a subcustodian or a nominee or nominees to deposit the same in a securities depository;

(i) To litigate, compromise, arbitrate, settle or otherwise adjust claims in favor of or against the Trust or a Series, or any matter in controversy, including but not limited to claims for taxes; and

(j) To contract with any Persons appointing such Person(s), including any affiliate, to provide services to the Trust or any Series, including without limitation, accountants, administrators, auditors, gold delivery providers, index providers, transfer agents, shareholder servicing agents or other agents for the Trust or any Series.

(k) The maximum period covered by the agreement pursuant to which an Affiliate is to perform services for the Trust shall not exceed two years, and such agreement shall be terminable without penalty upon sixty (60) days’ prior written notice by the Trust.

Section 4.03 Obligations of Sponsor . In addition to the obligations expressly provided by the Delaware Act or this Declaration of Trust, the Sponsor shall:

(a) Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and for the conduct of its business in all appropriate jurisdictions;

(b) Retain independent public accountants to audit the accounts of the Trust;

(d) Select the Trust’s or any Series’ Trustee, administrator, transfer agent, custodian, gold delivery provider(s), index provider, and any other service provider and cause the Trust or such Series to enter into contracts with such service provider(s); and

(e) Oversee the operation of the service provides of the Trust and each Series in connection with their dealings with the Trust and each Series.

The Sponsor shall be entitled to delegate its obligations under this Declaration of Trust and applicable law to third parties, including any Affiliate, and shall not be liable for the actions of such third party or Affiliate to the extent the selection of such third party or affiliate was made with reasonable care.

Section 4.04 Compensation of the Sponsor . As compensation for performing services under this Declaration of Trust and for the payment by the Sponsor of the fees and expenses identified in Section 3.03, the Sponsor shall receive the fee set forth in the then-current Registration Statement for each Series. Such fees may be changed from time to time at the sole discretion of the Sponsor. The Trustee shall have no liability or responsibility for amounts paid to the Sponsor pursuant to this Section 4.04. The Sponsor may, at its sole discretion and from time to time, waive all or a portion of its fee payable under this Section 4.04. The Sponsor is under no obligation to waive its fees hereunder, and any such waiver shall create no obligation to waive fees during any period not covered by the applicable waiver. Any fee waiver by the Sponsor shall not operate to reduce the Sponsor’s obligations hereunder.

Section 4.05 Liability of Sponsor and Indemnification .

(a) The Sponsor shall not be under any liability to the Trustee or any Shareholder for any action taken or for refraining from the taking of any action in good faith pursuant to this Declaration of Trust, or for errors in judgment or for depreciation or loss incurred by reason of the sale of any Gold or other assets held in trust hereunder; provided, however, that this provision shall not protect the Sponsor against any liability to which it would otherwise be subject by reason of its own gross negligence, bad faith, willful misconduct or willful malfeasance in the performance of its duties hereunder or reckless disregard of its obligations and duties hereunder. The Sponsor may rely in good faith on any paper, order, notice, list, affidavit, receipt, evaluation, opinion, endorsement, assignment, draft or any other document of any kind prima facie properly executed and submitted to it by the Trustee, the Trustee’s counsel or by any other person for any matters arising hereunder. The Sponsor shall in no event be deemed to have assumed or incurred any liability, duty, or obligation to any Shareholder or to the Trustee other than as expressly provided for herein.

(b) Unless otherwise expressly provided herein:

(i) whenever a conflict of interest exists or arises between the Sponsor or any of its Affiliates, on the one hand, and the Trust or any Shareholder or any other Person, on the other hand; or

(ii) whenever this Declaration of Trust or any other agreement contemplated herein or therein provides that the Sponsor shall act in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Shareholder or any 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 by the Sponsor shall not constitute a breach of this Declaration of Trust or any other agreement contemplated herein or of any duty or obligation of the Sponsor at law or in equity or otherwise.

(c) The Sponsor and its shareholders, members, directors, officers, employees, Affiliates and subsidiaries (each a “Sponsor Indemnified Party”) shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred hereunder without gross negligence, bad faith, willful misconduct or willful malfeasance on the part of such Sponsor Indemnified Party arising out of or in connection with the performance of its obligations hereunder or any actions taken in accordance with the provisions of this Declaration of Trust. Any amounts payable to a Sponsor Indemnified Party under this Section 4.05 may be payable in advance or shall be secured by a lien on the Trust. The Sponsor shall not be under any obligation to appear in, prosecute or defend any legal action which in its opinion may involve it in any expense or liability; provided, however, that the Sponsor may, in its discretion, undertake any action which it may deem necessary or desirable in respect of this Declaration of Trust and the rights and duties of the parties hereto and the interests of the Shareholders and, in such event, the legal expenses and costs of any such action shall be expenses and costs of the Trust and the Sponsor shall be entitled to be reimbursed therefor by the Trust.

ARTICLE V

BOOKS OF ACCOUNT AND CERTIFICATE OF TRUST

Section 5.01 Books of Account . Proper books of account for each Series shall be kept and shall be audited annually by an independent certified public accounting firm selected by the Sponsor in its sole discretion, and there shall be entered therein all transactions, matters and things relating to each Series’ business as are required by the Securities Act of 1933, as amended, and all other applicable rules and regulations, and as are usually entered into books of account kept by Persons engaged in a business of like character. The books of account shall be kept at the principal office of the Trust.

Section 5.02 Certificate of Trust . Except as otherwise provided in the Delaware Trust Statute or this Declaration of Trust, the Sponsor shall not be required to mail a copy of any Certificate of Trust filed with the Secretary of State of the State of Delaware to each Shareholder; however, such certificates shall be maintained at the principal office of the Trust and shall be available for inspection and copying by the Shareholders in accordance with this Declaration of Trust.

ARTICLE VI

AMENDMENT OF DECLARATION OF TRUST AND WAIVER

Except as specifically provided herein, the Sponsor, in its sole discretion and without Shareholder consent, may amend or otherwise supplement this Declaration of Trust by making an amendment, a Declaration of Trust supplemental hereto, or an amended and restated declaration of trust. Any such restatement, amendment and/or supplement hereto shall be effective on such date as designated by Sponsor in its sole discretion.

ARTICLE VII

TERM

The term for which the Trust and each Series shall exist shall be perpetual, unless terminated pursuant to the provisions of Article VIII hereof or as otherwise provided by law.

ARTICLE VIII

TERMINATION/REORGANIZATION

Section 8.01 Termination of the Trust or any Series .

(a) The Sponsor may terminate the Trust or a Series for any reason in its sole discretion.

(b) Written notice of termination with respect to the Trust or a Series, specifying the anticipated date of termination and the anticipated period during which the assets of the Trust or such Series will be liquidated, generally shall be given by the Sponsor to Shareholders of the Trust or Series, as applicable, at least thirty (30) days prior to termination of the Trust or such Series. Within a reasonable period of time after such termination the Sponsor shall, subject to any applicable provisions of law, sell all of the Gold not already distributed to Participants redeeming Creation Baskets, as provided herein, if any, in such a manner so as to effectuate orderly sales and a minimal market impact. The Sponsor shall not be liable for or responsible in any way for depreciation or loss incurred by reason of any sale or sales made in accordance with the provisions of this Section 8.01. The Sponsor may suspend its sales of the Gold upon the occurrence of unusual or unforeseen circumstances, including, but not limited to, a suspension in trading of gold. Upon receipt of proceeds from the sale of the last Gold held hereunder, the Sponsor shall:

(i) pay to itself individually from the Trust an amount equal to the sum of (1) any compensation due it for extraordinary or other services, (2) any advances made but not yet repaid and (3) reimbursement of any other disbursements as provided herein;

(ii) deduct from the Trust any amounts which it, in its sole discretion, shall deem necessary or appropriate to pay on behalf of the Trust and each Series any applicable taxes or other governmental charges that may be payable by the Trust or such Series and any other contingent or future liabilities of the Trust or a Series;

(iii) distribute each Shareholder’s interest in the remaining assets of the Trust; and

(iv) disseminate to each Shareholder a final statement as of the date of the computation of the amount distributable to the Shareholders.

(c) 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 the Delaware Trust Statute.

Section 8.02 Merger and Consolidation . The Sponsor may cause (i) the Trust to be merged into or consolidated with, converted to or to sell all or substantially all of its assets to, another trust or entity; (ii) a Series of the Trust to be consolidated with, or to sell all or substantially all of its assets to, another Series of the Trust or another series of another trust or company; (iii) the Shares of a class of a Series to be converted into another class of the same Series; (iv) the Shares of the Trust or any Series to be converted into beneficial interests in another statutory trust (or series thereof); or (v) the Shares of the Trust or any Series to be exchanged for shares in another trust or company under or pursuant to any state or federal statute to the extent permitted by law.

For the avoidance of doubt, the Sponsor, with written notice to the Shareholders, may approve and effect any of the transactions contemplated under (i) — (v) above without any vote or other action of the Shareholders.

Section 8.03 Dissolution of Sponsor Not to Terminate Trust . The dissolution of the Sponsor, or its ceasing to exist as a legal entity from, or for, any cause, shall not operate to terminate this Declaration of Trust insofar as the duties and obligations of the Trustee are concerned.

ARTICLE IX

MISCELLANEOUS PROVISIONS

Section 9.01 Certain Matters Relating to Shareholders .

(a) By the purchase and acceptance or other lawful delivery and acceptance of Shares, each Shareholder shall be deemed to be a beneficiary of the Trust created by this Declaration of Trust and vested with beneficial undivided interest in the Trust to the extent of the Shares owned beneficially by such Shareholder, subject to the terms and conditions of this Declaration of Trust. Upon issuance as provided herein, Shares shall be fully paid and non-assessable.

(b) The death or incapacity of any Shareholder shall not operate to terminate this Declaration of Trust or the Trust, nor entitle such Shareholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Each Shareholder expressly waives any right such Shareholder may have under any rule of law, or the provisions of any statute, or otherwise, to require the Trust, Sponsor or the

Trustee at any time to account, in any manner other than as expressly provided in this Declaration of Trust, in respect of the Gold or moneys from time to time received, held and applied by the Sponsor hereunder.

(c) Except as required under applicable Federal law or under the rules or regulations of an Exchange, Shareholders shall have no voting rights hereunder (including with respect to mergers, consolidations or conversions of the Trust or transfers to or domestication in any jurisdiction by the Trust or any other matters that under the Delaware Trust Statute default voting rights are provided to holders of beneficial interests.) The Shareholders shall have the right to vote on other matters only as the Sponsor may consider desirable and so authorize in its sole discretion. To the extent that federal or Delaware law is amended, modified or interpreted by rule, regulation, order, or no-action letter to (on a mandatory basis) expand, eliminate or limit Shareholders’ right to vote on any specific matter, the Shareholders’ right to vote shall be deemed to be amended, modified or interpreted in accordance therewith without further approval by the Sponsor or the Shareholders. Nothing set forth in this Declaration of Trust shall be construed so as to constitute the Shareholders from time to time as partners or members of an association; nor shall any Shareholder ever be liable to any third person by reason of any action taken by the parties to this Declaration of Trust, or for any other cause whatsoever.

(d) Except as otherwise provided under Delaware law, the Shareholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the general corporation law of Delaware and no Shareholder shall be liable for claims against, or debts of the Trust or the applicable Series in excess of his capital contribution and his share of the applicable Series property and undistributed profits, except in the event that the liability is founded upon misstatements or omissions contained in such Shareholder’s Participant Agreement delivered in connection with his purchase of Shares. In addition, and subject to the exceptions set forth in the immediately preceding sentence, the Trust or the applicable Series shall not make a claim against a Shareholder with respect to amounts distributed to such Shareholder or amounts received by such Shareholder upon redemption unless, under Delaware law, such Shareholder is liable to repay such amount.

(e) The Trust or the applicable Series shall indemnify to the full extent permitted by law and the other provisions of this Declaration of Trust, and to the extent of the applicable Series Property, each Shareholder against any claims of liability asserted against such Shareholder solely because he is a beneficial owner of one or more Shares (other than for taxes for which such Shareholder is liable by reason of such Shareholder’s ownership of any Shares).

(f) Every written note, bond, contract, instrument, certificate or undertaking made or issued by the Shareholder shall give notice to the effect that the same was executed or made by or on behalf of the Trust or the applicable Series and that the obligations of such instrument are not binding upon the Shareholders individually but are binding only upon the assets and property of the applicable Series, and no resort shall be had to the Shareholders’ personal property for satisfaction of any obligation or claim thereunder, and appropriate references may be made to this Declaration of Trust and may contain any further recital which the Sponsor deems appropriate, but the omission thereof shall not operate to bind the Shareholders individually or otherwise invalidate any such note, bond, contract, instrument, certificate or undertaking. Nothing contained in this Section 9.01 shall diminish the limitation on the liability of the Trust to the extent set forth in Section 2.06 hereof.

Section 9.02 Delaware Law to Govern . The validity and construction of this Declaration of Trust and all amendments hereto shall be governed by the laws of the State of Delaware, and the rights of all parties hereto and the effect of every provision hereof shall be subject to and construed according to the laws of the State of Delaware without regard to the conflict of laws provisions thereof; provided , however , that causes of action for violations of U.S. federal or state securities laws shall not be governed by this Section 9.02, and provided, further, that the parties hereto intend that the provisions hereof shall control over any contrary or limiting statutory or common law of the State of Delaware (other than the Delaware Act) and that, to the maximum extent permitted by applicable law, there shall not be applicable to the Trust, the Series, the Trustee, the Sponsor, the Shareholders or this Declaration of Trust any provision of the laws (statutory or common) of the State of Delaware (other than the Delaware Act) pertaining to trusts which relate to or regulate in a manner inconsistent with the terms hereof: (a) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b) affirmative requirements to post bonds for trustees, officers, agents, or employees of a trust, (c) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the allocation of receipts and expenditures to income or principal, (f) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (g) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees or managers that are inconsistent with the limitations on liability or authorities and powers of the Trustee or the Sponsor set forth or referenced in this Declaration of Trust. Section 3540 of Title 12 of the Delaware Act shall not apply to the Trust. The Trust shall be of the type commonly called a “statutory trust,” and without limiting the provisions hereof, the Trust may exercise all powers that are ordinarily exercised by such a statutory trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory trusts and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

Section 9.03 Provisions in Conflict with Law or Regulations .

(a) The provisions of this Declaration of Trust are severable, and if the Sponsor shall determine, with the advice of counsel, that any of such provisions is in conflict with the Code, the Delaware Act or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.

(b) If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

Section 9.04 Notices .

All notices and other communications under this agreement shall be in writing in English, signed by the party giving it, and shall be deemed given, if to the Trustee or the Sponsor, when delivered personally, on the next Business Day after delivery to a recognized overnight courier or mailed first class (postage prepaid) or when sent by facsimile to the parties (which facsimile copy shall be followed, in the case of notices or other communications sent to the Trustee or the Sponsor, by delivery of the original) at the following addresses (or to such other address as a party may have specified by notice given to the other parties pursuant to this provision):


If to the Sponsor, to:		WGC USA Asset Management Company, LLC Attn: General Counsel
		WGC USA Asset Management Company, LLC
		510 Madison Avenue, 9th Floor
		New York, NY 10022

If to the Trustee, to:		[ ]

Any notice to be given to a Shareholder shall be duly given if mailed or delivered to DTC Participants designated by DTC for delivery to Shareholders.

Section 9.05 Headings . The headings used in this Declaration of Trust have been inserted for convenience and shall not modify, define, limit or expand the express provisions of this Declaration of Trust.

Section 9.06 Counterparts . This Declaration of Trust may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Agreement and Declaration of Trust to be duly executed and delivered as of , 2015.


WGC USA Asset Management Company, LLC

By:
Title:
Name:
[TRUSTEE]

By:
Title:
Name:


STATE OF DELAWARE	)
	)	ss
COUNTY OF [ ]	)

On the day of in the year 2015 before me the undersigned, a Notary Public in and for said State, personally appeared [ ], personally known to me or proved to me on the basis of satisfactory evidence to be the individuals whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.


STATE OF DELAWARE	)
	)	ss
COUNTY OF [ ]	)

Exhibit 5.1

, 2015

WGC USA Asset Management Company, LLC

510 Madison Avenue, 9th Floor

New York, New York 10022

Re:	The Global Currency Gold Fund, a series of the Global Currency Gold Trust, Registration Statement on Form S-1 (Registration No. 333- )

Ladies and Gentlemen:

We have acted as counsel for WGC USA Asset Management Company, LLC (the “Sponsor”), in its capacity as the sponsor of The Global Currency Gold Fund (the “Fund”), a series of the Global Currency Gold Trust, a Delaware statutory trust (the “Trust”), in connection with the Trust’s filing on [●], 2015 with the Securities and Exchange Commission of its registration statement on Form S-1 (as amended, the “Registration Statement”), including the prospectus included in Part I of the Registration Statement (the “Prospectus”), under the Securities Act of 1933, as amended (the “1933 Act”) (No. 333-[●]). The Registration Statement relates to the proposed registration, issuance and sale by the Trust for the Fund of [ ] shares of fractional undivided beneficial interest in and ownership of the Fund (the “Shares”).

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion, including (a) the Registration Statement, (b) the Trust’s Amended and Restated Agreement and Declaration of Trust dated as of [•], 2015 between the Sponsor, as sponsor, and Delaware Trust Company, as trustee, (the “Trust Agreement”), (c) the pertinent provisions of the constitution and laws of the State of Delaware, and (d) such other instruments, documents, statements and records of the Trust and others and other such statutes as we have deemed relevant and necessary to examine and rely upon for the purpose of this opinion.

In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies.

We have, when relevant facts material to our opinion were not independently established by us, relied, to the extent we deemed such reliance proper, upon written or oral statements of officers or other representatives of the Sponsor. We have not made or undertaken to make any independent investigation to establish or verify the accuracy or completeness of such factual representations, certifications and other information.

Based upon the foregoing and subject to the qualifications set forth in this letter, we are of the opinion that the Shares of the Fund, when issued in accordance with the Trust Agreement, including receipt by the Fund of the consideration required for the issuance of the Fund’s Shares, will be duly and legally issued and will be fully paid and non-assessable.

, 2015

Page 2

This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. This opinion is limited to the Delaware statutory trust laws governing matters such as the authorization, issuance and non-assessability of the Shares and the applicable provisions of the Delaware constitution, and we do not express any opinion concerning any other laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name where it may appear in the Registration Statement and the Prospectus. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act, as amended, and the rules and regulations thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

Exhibit 10.1

JPMorgan Chase Bank N.A, London Branch

and

Global Currency Gold Trust

FORM OF CUSTODIAN AGREEMENT

THIS AGREEMENT is made on

[DATE]

BETWEEN

(1)	JPMorgan Chase Bank N.A, London Branch, a company incorporated with limited liability as a National Banking Association, whose principal London office is at 125 London Wall, London EC2Y 5AJ (“ we ” or “ us ”); and

(2)	Global Currency Gold Trust, a Delaware statutory trust organized in series, having its principal office and place of business at 510 Madison Avenue, 9th Floor New York, New York 10022 (the “ Trust ”).

INTRODUCTION

We have agreed to open and maintain Accounts (as defined below) for each series of the Trust listed on Schedule A, attached hereto (each, a “ Fund ” and together, the “ Funds ”), and to provide other services to the Funds in connection with such Accounts. We shall maintain books and records segregating the assets of each Fund from the assets of any other Fund. This agreement sets out the terms under which we will provide those services to each Fund 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 ” refers to either of the Allocated Account or the Unallocated Account, and collectively to both Accounts.

“ Account Balance ” means, in relation to an Account, all of a Fund’s rights to and interest in the balance from time to time identified in, and recorded on, that Account.

“ Allocated Account ” means an account maintained by us in the name of a Fund, recording the amount of, and identifying, the Bullion received and held by us for the applicable Fund, on an allocated basis pursuant to this Agreement.

“ Availability Date ” means the Business Day on which the Trust, on behalf of a Fund, wishes to transfer or deliver Gold to us for deposit into an Account.

“ Bullion ” means any Gold held by us or any Sub-Custodian in an Allocated Account from time to time.

“ Business Day ” means a Custodian Day (as defined in the Procedures).

“ Customs ” means HM Revenue and Customs.

“ eBTS ” or “ Website ” means the electronic Bullion Transfer System website developed by us.

“ Fees ” means the fees and charges referred to in clause 10.1 of this Agreement.

“ Gold ” means LBMA Gold.

“ LBMA ” means the London Bullion Market Association or its successors.

“ LBMA Gold ” means gold that meets the requirements of “good delivery” under the rules of the LBMA.

“ HMRC Agreement ” means the agreement between Customs and the LBMA in relation to supplies of bullion (as set out in Section 1 of Customs’ Notice 700/57/04— Administrative agreements entered into with trade bodies).

“ Procedures ” means the document entitled “Global Currency Gold Trust Creation and Redemption Procedures” attached as Schedule 1 (as amended from time to time).

“ Rules ” means the rules, regulations, practices and customs of the LBMA, the Bank of England and such other regulatory authority applicable to the activities contemplated by this Agreement.

“Sponsor” means WGC USA Asset Management Company, LLC.

“ Sub-Custodian ” means a sub-custodian, agent or depository (including an entity within our corporate group) appointed by us in accordance with Section 8.1 to perform any of our duties under this Agreement including the custody and safekeeping of Bullion.

“ Unallocated Account ” means an account maintained by us in the name of a Fund recording the amount of Gold which either we or the Trust, on behalf of the applicable Fund, as the case may be, have a right to call upon the other party to deliver to it.

“ VAT ” means value added tax as imposed by the VATA (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.

“ VAT Group ” means a group for the purposes of the VAT Grouping Legislation.

“ VAT Grouping Legislation ” means:

(a) sections 43 to 43D (inclusive) of VATA; and

(b) the Value Added Tax (Groups: eligibility) Order 2004 (SI 2004/1931).

“ VATA ” means the Value Added Tax Act 1994.

“ Vault Location ” means our vault premises in London.

“ Withdrawal Date ” means the Business Day on which the Trust, on behalf of a Fund, wishes to withdraw Gold from an 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.

1.4.

VAT Groups : References to any right, entitlement or obligation of any person under the laws in relation to VAT shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a VAT Group, to include a reference to the right, entitlement or obligation under such laws of the representative member of such VAT Group at such time.

2.	ACCOUNTS

2.1.

Opening Accounts : We shall open and maintain the following Accounts:

(a)

an Allocated Account in respect of Gold which the Trust, on behalf of a Fund, asks us to hold Bullion for the Fund on an allocated basis; and

(b)

an Unallocated Account in respect of Gold which the Trust, on behalf of a Fund, asks us to hold Gold for the Fund on an unallocated basis.

2.2.

Deposits and withdrawals : The balance of each Fund’s Allocated Account shall reflect the amount of the Fund’s Bullion held by us. The balance of each Fund’s Unallocated Account shall reflect the Fund’s or our entitlement to delivery of an amount of Gold from the other party, in each case equal to the amount of deposits less withdrawals of Gold made by the Trust, on behalf of such Fund, pursuant to the terms of this Agreement in relation to the Fund’s Unallocated Account.

2.3.

Denomination of Account : Each Account shall be denominated in troy ounces of Gold.

2.4.

Delivery, Receipt and Maintenance of Gold : We will receive, hold, release and deliver Gold from each Account only in accordance with this Agreement and the Procedures. In the event of a conflict between the terms of this Agreement and those of the Procedures. the Procedures shall prevail: provided, however , that any amendment to the Procedures after the date of this Agreement which modifies the scope of our duties or liabilities shall only be binding upon us to the extent that it has been adopted by the Trust, on behalf of each Fund, and the Sponsor with our prior written consent (which consent will not be unreasonably withheld or delayed).

2.5.

Reports : We will provide reports to the Trust, on behalf of each Fund, relating to deposits into and withdrawals from each Account and each Account Balance in such form and with such frequency as may be agreed between the Trust, on behalf of each Fund, and us including the reports specified in sub-clauses (a) and (b) below.

(a)

For each Business Day, not later than 9:00 a.m., New York time on the following Business Day, we will transmit to the Trust, on behalf of each Fund, information showing the movement of Gold into and out of the Accounts, identifying separately each transaction and any substitution of Gold made under clause 2.7.

(b)

We will supply to the Trust, on behalf of each Fund, at least monthly, within ten Business Days following the end of each calendar month, a written statement which:

(i)

lists all property held in the Accounts including a weight list for the Gold in the Allocated Accounts containing information sufficient to uniquely identify each bar of Gold;

(ii)

identifies the entity having physical possession of each bar; and

(iii)

details all transactions involving the Accounts, including daily balances held in the Unallocated Accounts and all transfers to or from the Accounts and to or from any account with a Sub-Custodian containing Gold held for the Trust on behalf of a Fund and any substitutions or relocations of Gold held in the Accounts.

(c)

We will maintain a secure website, whereby the Trust, on behalf of each Fund, shall gain access to the list of all bars of Gold in the Accounts, which list shall be updated each Business Day and include the following information for each bar of Gold:

(i)

relevant Vault Location;

(ii)

gross weight;

(iii)

fineness;

(iv)

serial identification number:

(v)

size;

(vi)

fine Gold Ounces; and

(vii)

applicable refinery name.

Such reports shall also include any other information that the Trust may reasonably request. We will provide additional weight lists to the Trust, on behalf of each Fund, upon the Trust’s request.

2.6.

Reversal of entries : We at all times reserve the right to reverse any provisional or erroneous entries to the Accounts with effect back-valued to the date upon which the final or correct entry (or no entry) should have been made.

2.7.

Substitution of Gold : With the prior approval of the Trust, on behalf of each Fund (in consultation with the Sponsor), we may substitute other Gold for Bullion, provided that there is no change in the total number of troy ounces of Bullion.

2.8.

Access to Records; Inspection Rights : We will permit the Trust’s or the Sponsor’s officers and properly designated representatives and independent public accountants for the Trust identified by the Trust reasonable access to the records of the Accounts for the purpose of confirming the content of those records. We shall permit the Trust’s or the Sponsor’s officers and properly designated representatives and independent public accountants for the Trust identified by the Trust to examine on our premises the Gold held by us on our premises pursuant to this Agreement and our records regarding the Gold held hereunder at a Sub-Custodian but no more than twice per calendar year (unless otherwise agreed in writing by us which agreement shall not be unreasonably withheld or delayed) and upon receipt from the Trust and/or Sponsor (as the case may be) of properly authorised instructions to that effect. Any such visit shall be conducted at a time and date suitable to the relevant parties over a period agreeable to such parties as reasonably necessary to complete the examination which is the purpose of such visit. Unless we have received adequate prior notice and reasonable assurances (in our sole discretion, acting reasonably) that any costs and expenses incurred in connection therewith will be indemnified to us, we shall not be required to move to our premises any Gold held at a Sub-Custodian for purposes of making it available for inspection as provided herein. In addition, we understand that, in connection with the preparation of the financial statements of the Trust that will be filed from time to time with the United States Securities and Exchange Commission, officers of the Sponsor will be required by law or regulation to provide written assurances regarding the reliability of the internal controls used in the preparation of those financials. To the extent that our activities or controls in our capacity as custodian are relevant to the information presented in the financial statements of the Trust or the preparation of any other filings required by the Trust under the Securities Laws

of the United States, we will cooperate with the Sponsor to enable the Sponsor to provide the required written assurances referred to above, including (but not limited to) by providing the Sponsor’s and the Trust’s internal and external auditors with any necessary information and reports regarding our internal control over financial reporting as far as such reporting relates to the scope of our duties.

3.	DEPOSITS

3.1.

Procedure : The Trust, on behalf of each Fund, may at any time notify us of the Trust’s intention to deposit Gold. A deposit must be made (in the manner and accompanied by such documentation as we may require) by:

(a)

(in the case of an Unallocated Account only) transfer from an account relating to Gold and having the same denomination as that to which an Account relates; or

(b)

the delivery of Gold to us at any Vault Location, through any recognised clearing member of the LBMA (acting as delivery agent), or as we may otherwise direct, at the Trust’s expense and risk. All deposits of Gold delivered to us 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 the Trust and us.

3.2.

Notice requirements : Any notice relating to a deposit of Gold must:

(a)

be received by us no later than the time specified in the Procedures 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 Gold 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 Gold to us at a Vault Location, or as we may direct, and the manner in which the Gold will be packed; and

(d)

specify the amount (in the appropriate denomination) of the Gold to be credited to an Account, the Availability Date, and any other information which we may from time to time require.

3.3.

Timing : A deposit of Gold will not be credited to an 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)

in the case of a deposit pursuant to clause 3.1(b). we have received the Gold and verified compliance with the Rules, weighed it in accordance with LBMA practice, to confirm that it is the required weight, confirmed all markings, and determined on the basis of a visual inspection that it is not damaged and there is no reason to believe it is not accurately described in the delivery instruction.

3.4.

Capacity; Right to refuse Precious Metal or amend procedure : We will use commercially reasonable efforts to have available the necessary capacity to take delivery of Gold on a Fund’s behalf at the locations specified in clause 7.4 of this Agreement by parties making such deliveries; for this purpose we are authorised to, at our own risk and expense, and in compliance with our obligations under

clauses 7.2 and 7.3, move Gold held in an Account from one location to another location otherwise permitted under this Agreement; provided , that we will not be required to take any additional delivery of Gold if after giving effect to such delivery, the aggregate value of Bullion in an Account would exceed U.S.$ 50 billion.

4.	WITHDRAWALS

4.1.

Release of Gold : No Gold held in an Account shall be released in any manner whatsoever except upon the Trust’s written instructions and in accordance with the Procedures. We will deliver Gold by making Gold bars available for collection at our office or at the office of a Sub-Custodian at which the Gold is held. However, we will, upon the Trust’s order, deliver amounts of up to 430 troy ounces of Gold from an Unallocated Account.

4.2.

Procedure : The Trust, on behalf of a Fund, may at any time notify us of its intention to withdraw Gold standing to the credit of an Account. A withdrawal may be made (in the manner and accompanied by such documentation as we may require) by:

(a)

(in the case of a Fund’s Unallocated Account only) transfer to an account relating to Gold and having the same denomination as that to which an Account relates: or

(b)

the collection of Gold from us at any Vault Location or at the vault premises of such Sub-Custodian as we may direct at the expense and risk of the Fund on whose behalf the withdrawal is made. Any Gold made available to the Trust, on behalf of a Fund, 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 the Trust and us. We are entitled to select which bars are to be made available to the Trust, on behalf of each Fund.

4.3.

Notice requirements : Any notice relating to a withdrawal of Gold must:

(a)

be received by us no later than the time set out in the Procedures;

(b)

specify the details of the account to which the Gold is to be transferred or the name of the person or carrier that will collect the Gold from us (as applicable); and

(c)

specify the amount of Gold to be withdrawn from an Allocated Account and the amount (in the appropriate denomination) of any Gold to be debited to an Unallocated Account, the Withdrawal Date, and any other information which we may from time to time require.

4.4.

Collection of Bullion : The Trust must collect, or arrange for the collection of Bullion being withdrawn from us or the Sub-Custodian at the Trust’s expense and risk. We will advise the Trust of the Vault Location from which the Bullion may be collected no later than one Business Day prior to the Withdrawal Date.

5.	INSTRUCTIONS

5.1.

Trust representatives : Whenever in this Agreement it is provided that we are authorised to act or refrain from acting on instructions, approval or consent of, or notice from, the Trust, we are so authorised to act or refrain from acting only on instructions, approval, consent or notice given in accordance with this clause 5.

We are authorised to rely and act upon written instructions signed by an authorised person designated in Schedule 2 (“ Authorised Persons ”), as amended from time to time by written notice to us. Until we receive written notice to the contrary, we are entitled to assume that any Authorised Person has full and unrestricted power to give us instructions on the Trust’s behalf.

5.2.

eBTS : All transfers into and out of the Account(s) shall be made upon receipt of, and in accordance with instructions given by the Trust to us. Such instructions may be given either: a. through eBTS, accessible through the JPMorgan Chase Bank website (the “Website”) by the Trust pursuant to the terms of the Website agreement; or b. if, for any reason the Website is not operational, and unless otherwise agreed, any such instruction or communication shall be effective if given by authenticated electronic transmission (including tested telex and SWIFT) or such other electronic messaging system as the parties may from time to time agree.

5.3.

Amendments : Once given, instructions continue in full force and effect until they are cancelled, amended or superseded. Any such instructions shall have effect only after actual receipt by us.

5.4.

Unclear or ambiguous instructions : If in our commercially reasonable 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 but, failing that, we may in our absolute discretion and without any liability on the Trust’s 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.

5.5.

Refusal to execute : We reserve the right to refuse to execute instructions if in our commercially reasonable opinion they are or may be contrary to the Rules or any applicable law. Any such refusal will be promptly notified to the Trust.

6.	CONFIDENTIALITY

6.1.

Disclosure to others : Subject to clause 6.2, 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 provided that nothing in this Agreement will prevent or condition the public or non-public filing with the United States Securities and Exchange Commission of a copy of this Agreement in connection with the registration of the public offering of its shares by the Trust.

6.2.

Permitted disclosures : Each party accepts that from time to time the other party may be required by law or the Rules, or by a court proceeding or similar process, or requested by or required in connection with filings made with a government department or agency, fiscal body or regulatory or self-regulatory authority, to disclose information acquired under this Agreement. In the event that a party becomes compelled by law to disclose any such confidential information as described in the preceding sentence, such party shall provide the other party with prompt written notice so that the other party may seek a protective order or other appropriate remedy. In addition, the disclosure of confidential 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). Subject to the agreement of the party to which information is disclosed to maintain it in confidence in accordance with clause 6.1, each party irrevocably authorises the other to make such disclosures without further reference to such party.

7.	CUSTODY SERVICES

7.1.

Appointment : The Trust hereby appoints us to act as custodian of each Fund’s Bullion in accordance with this Agreement and any laws, regulations, and Rules which apply to us.

7.2.

Segregation of Bullion : We will be responsible for the safekeeping of each Fund’s Bullion on the terms and conditions of this Agreement. We shall hold each Fund’s bullion in trust for the Trust on behalf of the Fund and shall physically segregate the Bullion comprising the Account Balance in a Fund’s Allocated Account from any precious metal or other assets which we own or hold for any other Fund or for other customers or persons. We shall make entries in our books and records to identify such Bullion as being held for the Fund’s Allocated Account. We will require Sub-Custodians to physically segregate the Bullion held by them for us from any precious metals or other assets which they own or which they hold for any other Fund or for other customers or persons. The Sub-Custodians shall make entries in their books and records to identify such Bullion as being held for us. It is understood that our undertaking to require each Sub-Custodian to segregate Bullion from precious metal or other assets they own or hold for others reflects the current custody practice in the London bullion market, and that accordingly we will be deemed to have communicated that requirement prior to the execution of this Agreement by our participation in that market. Entries on our books and records to identify Bullion will refer to each bar of Bullion by refiner, assay, serial number, and gross and fine weight. Additionally, we will require each Sub-Custodian to identify on its books and records each bar of Bullion held by them for us by refiner, assay, serial number and gross and fine weight and to provide such information to the Trust upon request. Under current LBMA market practices, the weight lists provided to us by our Sub-Custodians are expected to identify each bar of Bullion held for us by refiner, assay, serial number and gross and fine weight and by any other marks required for the identification of a bar of Bullion under the Rules.

7.3.

Ownership of Bullion : We will identify in our books and records that the Bullion belongs solely to the Trust on behalf of the relevant Fund and not to any other Fund or party.

7.4.

Location of Bullion : The Bullion must be held by us at a Vault Location or at the vaults of any Sub-Custodian in London, England unless otherwise agreed between the parties hereto (with the Sponsor’s prior written approval). We agree that we shall use commercially reasonable efforts promptly to transport any Bullion held for a Fund by or for a Sub-Custodian to our Vault Location and such transport shall be at our cost and risk. We agree that all delivery and packing shall be in accordance with the Rules and LBMA good market practices.

7.5.

Replacement of Bullion: Upon a determination by us that any Bullion credited to the Allocated Account does not comply with the Rules, we shall soon as practical replace such Bullion with Bullion which complies with the Rules by (i) debiting the Fund’s Allocated Account and crediting the Fund’s Unallocated Account with the requisite amount of Bullion to be replaced, (ii) providing a replacement Bullion which complies with the Rules and which is of an amount that approximates the amount of Bullion to be replaced as closely as practical, and (iii) debiting the Unallocated Account and crediting the Allocated Account with the requisite amount of replacement Bullion. We shall not start the foregoing

replacement process on a particular Business Day unless we are reasonably sure that such replacement process can be started and completed in the same Business Day. We shall notify you as soon as practical on the Business Day (but no later than the end of business on such Business Day) when (i) we have determined that the Bullion credited to the Allocated Account does not comply with the Rules and will be replaced and (ii) when replacement Bullion has been credited to the Allocated Account in accordance with the above instructions.

7.6.

Standing Instructions with Respect to Unallocated Accounts : As early as we can but in any event by the close of business (London time) on each Business Day, we will allocate to a Fund’s Allocated Account all of the Bullion that remains standing to such Fund’s credit in its Unallocated Account after the completion of any transfers made on that day, provided that if the overdraft facility set forth in clause 7.7 is not in effect for any reason, we will so allocate an amount of Bullion such that the amount of Bullion that remains standing to a Fund’s credit in its Unallocated Account does not exceed 430 troy ounces of Gold.

7.7.

Overdraft Facility: We agree to make available to you an on demand overdraft facility and, pursuant thereto, to advance to your Unallocated Account from time to time such number of Gold ounces as may be needed in order for us to fully allocate all of the Gold standing to your credit in your Unallocated Account (after repayment to us of any overdraft balance existing prior to such allocation as provided hereafter in this clause 7.7) to your Allocated Account pursuant to clause 7.6 hereof, provided that the maximum amount of Bullion that we will make available to you pursuant to the Facility is 430 fine ounces. We shall not charge you any fees, interests or costs in connection with the facility. Any amount of Bullion advanced by us shall not create any right, charge, security interest, lien or claim against the Bullion held in a Fund’s Allocated Account. Without limiting our right to repayment as hereafter provided, we will not have any right to set off against the Bullion held in a Fund’s Allocated Account or the Gold standing to a Fund’s credit in its Unallocated Account any claim or amount related to any amount of Bullion advanced by us. We shall identify in our books and records and in the reports we send to you any overdraft balance in a Fund’s Unallocated Account as of the date of such reports. Each Fund agrees that, on each Business Day, we may repay ourselves the amount of any overdraft with respect to a Fund from, and to the extent of, the positive balance of such Fund’s Unallocated Account determined taking into account all credits to and debits from the Fund’s Unallocated Account on such Business Day but prior to the execution of the standing instruction to allocate contained in clause 7.6. We shall have the right to immediately repay ourselves the full amount of any overdraft with respect to a Fund existing at the time of a termination of this Agreement or in the event of, and prior to, a full withdrawal of the aggregate balance of the Bullion standing in such Fund’s Allocated Account and Unallocated Account.

7.8.

Charges; Liens : The Bullion and Gold held in Unallocated Accounts shall not be subject to any right, charge, security interest, lien or claim of any kind in favour of us, any Sub-Custodian or any creditor of any of them, except a lien for payment for the safe custody and administration of the Bullion or Gold held in Unallocated Accounts. We shall not loan, hypothecate, pledge or otherwise encumber any Bullion or Gold held in Unallocated Accounts absent prior written instructions from the Trust, on behalf of a Fund.

7.9.

Insurance : We undertake that we maintain insurance in support of our custodial obligations under this Agreement including covering any loss of Gold. Evidence of such insurance coverage is available upon request. In the event that we elect to reduce, cancel or not to renew such insurance, we will give the Trust prior written

notice as follows: in the case of a reduction, we will endeavour to provide such notice at least 30 days prior to the effective date of the reduction; and in the event of a cancellation or expiration of the insurance without renewal we will provide such notice at least 30 days prior to the last day of insurance coverage. The Trust acknowledges that any such insurance is held for our benefit and not for the benefit of a Fund or the Trust, and that notwithstanding clause 11.6 the Trust may not submit any claim under the terms of such insurance.

7.10.

Notice of Changes : Subject to the Rules and any applicable law or regulation, we will notify the Trust promptly in writing if we become aware that (i) we receive notice of any claim against an Account other than a claim for payment of safe custody or administration permitted by this Agreement; (ii) we otherwise fail to comply with any of the material provisions of this Agreement; or (iii) any of our representations and warranties in clause 9 shall cease to be true and correct.

7.11.

Other Information : We will provide to the Trust (i) our most recent audited financial statements promptly after such statements are prepared; (ii) a copy of any reports obtained by us on our accounting system and internal accounting controls and procedures and those used by any Sub-Custodian at which any Gold is held; (iii) information regarding market policies and procedures, the local law applicable to our activities, and the overall regulatory and economic environment in which we operate; and (iv) the names and addresses of the governmental agencies or regulatory authorities which supervise or regulate us and any Sub-Custodian with which Gold has been deposited pursuant to this Agreement.

7.12.

Purchases of Gold by us : When requested by the Trust, on behalf of a Fund, on any Business Day on which Gold held by a Fund is evaluated, we will purchase from the Fund, for cash and for same day settlement, the amount of Gold that the Trust specifies as necessary to pay the expenses of the applicable Fund at a price per troy ounce equal to the price used by the Fund for the evaluation of the Fund’s Gold on such date. We will pay to the Fund or to the Fund’s order the proceeds of each purchase of Gold made by us under this clause when requested by the Trust, on behalf of the Fund, or otherwise on the first Business Day following the day on which the transaction occurred.

8.	SUB-CUSTODIANS AND AGENTS

8.1.

Sub-Custodians : We may appoint Sub-Custodians solely for the temporary custody and safekeeping of Bullion until transported to the Vault Location as provided in clause 7.4, provided that any such Sub-Custodian will be a member of the LBMA. We will use reasonable care in the appointment of any Sub-Custodian. As of the date of this Agreement, the Sub-Custodians that we use are: . We will notify you if we select any additional Sub-Custodian, or stop using any Sub-Custodian for such purpose. Gold held by a Sub-Custodian shall be kept in our account at such Sub-Custodian on trust in the manner contemplated by this Agreement (including, but not limited to, clauses 7.2 and 7.3), and we will separately identify on our books Gold that is so held on behalf of each Fund. Our account with each such Sub-Custodian will be subject only to our instructions.

8.2.

Liability for Sub-Custodians : The use by us of any Sub-Custodian shall not relieve us of any of our responsibilities or liabilities hereunder.

8.3.

Notice : We will provide the Trust on request with the name and address of any Sub-Custodian of Bullion along with any other information which the Trust may reasonably require concerning the appointment of a Sub-Custodian.

8.4.

Monitoring : We will monitor the conduct of each Sub-Custodian, and promptly advise the Trust of any difficulties or problems (financial, operational or otherwise) existing with respect to such Sub-Custodian of which we are aware and will take appropriate and lawful action to protect and safekeep each Fund’s Gold deposited with such Sub-Custodian, including to the extent feasible, the withdrawal of such Gold from such Sub-Custodian.

8.5.

Access and Inspection : We will not entrust Gold held in an Account to any Sub-Custodian unless that Sub-Custodian grants rights of access and inspection to the Trust and the Sponsor to records and Gold that are similar to those granted by us under this Agreement.

8.6.

Use of Agents : We may in our discretion use agents in connection with handling transactions under this Agreement provided that any such use shall not relieve us of any of our responsibilities or liabilities hereunder, including for the actions or failures to act of any such agents.

9.	REPRESENTATIONS

9.1.

Trust representations : The Trust represents and warrants to us that:

(a)

the Trust is and will remain duly constituted with all necessary authority, powers, consents, licences and authorisations and all necessary action has been taken to enable it to engage in the transactions provided for under this Agreement;

(b)

this Agreement has been duly authorized, executed and delivered on our behalf and constitutes our legal, valid and binding obligation;

(c)

this Agreement and the obligations created under it are binding upon the Trust and enforceable against the Trust in accordance with its terms (subject to applicable principles of equity) and do not and will not violate the terms of the Rules or any order, charge or agreement by which the Trust is bound; and

(d)

the execution, delivery and performance of this Agreement by the Trust does not and will not violate any law or regulation applicable to the Trust and do not require the consent of any governmental or other regulatory body except for such consents and approvals as have been obtained.

The Trust undertakes to notify us in the event that any of the statements set out in the sub-clauses ceases to be true.

9.2.

Our representations : We represent and warrant to the Trust that:

(a)

We are, and will continue to be during the term of this Agreement, a bank, duly organized under the laws of our country of organization as set forth above, and are regulated as such by that country’s government or an agency thereof;

(b)

the bank is and will remain duly constituted with all necessary authority, powers, consents, licences and authorisations and all necessary action has been taken to enable us to engage in the transactions provided for under this Agreement;

(c)

this Agreement has been duly authorized, executed and delivered on our behalf and constitutes our legal, valid and binding obligation;

(d)

we are, and will continue to be during the term of this Agreement, a member of the LBMA:

(e)

this Agreement and the obligations created under it are binding upon us and enforceable against us in accordance with its terms (subject to applicable principles of equity) and do not and will not violate the terms of the Rules or any order, charge or agreement by which we are bound;

(f)

the execution, delivery and performance of this Agreement by us do not and will not violate any law or regulation applicable to us and do not require the consent of any governmental or other regulatory body except for such consents and approvals as have been obtained; and

(g)

Gold substituted by us under clause 2.7 meets the definition of “Gold” in this Agreement and has a fine weight at least equal to the fine weight of the Bullion for which it is substituted.

10.

FEES AND EXPENSES

10.1.

Fees : Our fees will be paid in accordance with the fee agreement which has been executed by the parties hereto and WGC USA Asset Management Company, LLC (the “ Sponsor ”), as that agreement may be amended from time to time by the parties to it in accordance with its terms. Details of charges (including charges with respect to the use of the eBTS Website, if any, transfer clearing charges and storage charges) will be advised to the Trust by us in writing from time to time.

10.2.

Credit balances : No interest or other amount will be paid by us on any credit balance on an Unallocated Account.

11.

SCOPE OF RESPONSIBILITY

11.1.

Exclusion of our liability : We will use reasonable care and diligence in the performance of our duties under this Agreement and will only be responsible for any loss or damage suffered by the Trust or a Fund as a direct result of negligence, bad faith, willful misfeasance, or reckless disregard on our part or that of any of our agents or Sub-Custodians, in the performance of the services provided under this Agreement, and in which case our liability will not exceed the aggregate of the market value of the Bullion and the balance of the Unallocated Accounts at the time of such negligence, bad faith, willful misfeasance, or reckless disregard. If we credit Bullion to a Fund’s Account that is not of the fine weight we have represented to the Trust, recovery by the Trust, on behalf of the applicable Fund, to the extent such recovery is otherwise allowed, shall not be barred by the Trust’s delay in asserting a claim because of the failure to discover such loss or damage regardless of whether such loss or damage could or should have been discovered.

11.2.

Trust liability : This Agreement is executed by or on behalf of the Trust with respect to each of the Funds and the obligations hereunder are not binding upon any of the trustees, officers or shareholders of the Trust individually. Separate and distinct records are maintained for each Fund and the assets associated with any such Fund are held and accounted for separately from the other assets of the Trust, or any other Fund of the Trust. We acknowledge that we are not entitled to use the assets of a particular Fund to discharge the debts, liabilities, obligations, and expenses of the Trust generally or any other Fund, and none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the Trust generally or any such other Fund shall be enforceable against the assets of that particular Fund. The Trust’s Trust Instrument is on file with the Trust.

11.3.

Force majeure : Neither we, nor any of our directors, employees, agents or affiliates shall incur any liability to the Trust if, by reason of any provision of any present or future law or regulation of the United Kingdom or any other country, or of any governmental or regulatory authority or stock exchange, or by reason of any act of God or war or terrorism or other similar circumstances beyond our control (each of the foregoing a “Force Majeure Event”) we are prevented or forbidden from, or would be subject to any civil or criminal penalty on account of, or are delayed in, doing or performing any act or thing which by the terms of this Agreement it is provided shall be done or performed and accordingly we do not do that thing or do that thing at a later time than would otherwise be required; provided, however, that we may rely on this clause 11.3 only for that period of time during which a Force Majeure Event exists and we agree to use reasonable efforts to assist the Trustee in finding a replacement custodian (including, but not limited to, agreeing to an assignment of our rights and obligations hereunder) should any Force Majeure Event prevent us from performing our obligations for a significant period of time.

11.4.

Indemnity in favour of us : The Trust shall, solely out of the assets of the Funds and subject to the limitation set forth under clause 11.2, indemnify and keep us indemnified (on an after tax basis) on demand against all costs and expenses, damages, liabilities and losses (including but not limited to reasonable legal fees and expenses) (“ Losses ”) which we may suffer or incur directly in connection with this Agreement except to the extent that such Losses are due directly to our negligence, bad faith, willful misfeasance, or reckless disregard of our duties hereunder.

11.5.

Indemnity in favour of the Trust and each Fund : We shall be liable for and shall indemnify the Trust and each Fund for, and hold the Trust and each Fund harmless from, any Losses incurred by the Trust or the Funds directly relating to or arising from any breach of our representations and warranties contained in this Agreement, our negligence, bad faith, willful misfeasance, or reckless disregard of our duties hereunder, any failure by us to act or refrain from acting in accordance with instructions under clause 5 from the Trust, or any physical loss, destruction or damage to the Bullion, except, in each case, for Losses arising from a Force Majeure Event, provided that our liability under this clause shall be limited to the value of Gold under custody at the time of the act or omission giving rise to the claim under this clause. The Trust will notify us promptly of any proceeding or claim for which the Trust may seek indemnity, and we shall cooperate fully with the Trust with respect to any such proceeding or claim. Any deposit of Gold held in an Account with a Sub-Custodian pursuant to Section 8 hereof shall not affect our responsibilities or liabilities or in any way limit or relieve us of our responsibilities or liabilities under this Section 11, and we shall remain fully liable with respect to such Gold as if we had retained physical possession of it.

11.6.

Subrogation : The Trust will be subrogated to us with respect to any claim against a Sub-Custodian or any other person for any Losses suffered by the Trust if and to the extent that the Trust has not been made whole for such Losses, and we hereby assign all such rights to the Trust. The Trust’s exercise of the rights granted in this clause are in addition to any other rights and remedies that the Trust may have under this Agreement and shall not affect our liabilities under the preceding provisions of this clause 11.

11.7.

Exculpation in respect of offer document : We and our officers, directors, employees, agents and sub-custodians shall not be responsible or liable in any

manner for any recitals, statements, representations or warranties made by any person other than us under or in connection with the establishment of, or sale of interests in, the Trust, including without limitation any offer document, prospectus, filings, marketing documentation or other documentation relating thereto (but excluding any portion of such documents relying upon information provided by us).

12.

TERMINATION

12.1.

Method : Either party may terminate this Agreement by giving not less than 90 Business Days written notice to the other party, provided that we may terminate this Agreement immediately on written notice in the event that any of the statements set out in clause 9.1(a)-(e) become untrue, and the Trust may terminate this Agreement immediately on written notice following an event specified in clause 7.10 provided that clause 11 shall survive any termination of this Agreement. Any such notice given by the Trust must specify:

(a)

the date on which the termination will take effect (the “ Termination Date ”);

(b)

the person to whom any Bullion and any credit balance on an Unallocated Account is to be transferred; and

(c)

all other necessary arrangements for the transfer or repayment, as the case may be, of any Account Balance.

12.2.

Redelivery arrangements : Following any termination of this Agreement, if the Trust does not make arrangements acceptable to us for the transfer or repayment of any Bullion or credit balance in an Unallocated Account we may continue to store the Bullion or maintain that Unallocated Account (as the case may be), in which case we will continue to charge the Fees payable under clause 10. If the Trust has not made arrangements acceptable to us for the redelivery of the Bullion or transfer or repayment of any credit balance in an Unallocated Account (as the case may be) within 6 months of the date specified in the termination notice as the date on which the termination will take effect, we will be entitled to close an Account, sell the Bullion and close an Unallocated Account and account to the Trust, on behalf of the applicable Fund, for the proceeds after deducting any amounts due to us under this Agreement.

12.3.

Existing rights : Termination shall not affect rights and obligations then outstanding under this Agreement which rights and obligations shall continue to be governed by this Agreement until all obligations have been fully performed.

12.4.

eBTS : Effective the Termination Date the use of the Website will automatically be terminated and no further access to the Website will be permitted.

13.

VALUE ADDED TAX

13.1.

VAT included : All sums payable or other consideration provided to us by a Fund or the Sponsor in connection with this Agreement (including, without limitation, pursuant to the fee agreement referred to in clause 10.1) are inclusive of any VAT which is or becomes chargeable on the supply or supplies for which such sums or other consideration (or any part thereof) are the whole or part of the consideration for VAT purposes and section 89 of VATA shall not apply to affect the amount of such sums or value of such other consideration.

13.2.

Supplies of Gold : Notwithstanding clause 13.1, where, pursuant to or in connection with this Agreement:


(a)	(i)	the Trust instructs us in writing to remove any Gold from the black box; and

	(ii)	we, or any Sub-Custodian for us, are required to account to Customs for any VAT in respect of such removal,

the Trust shall pay to us a sum equal to the amount of such VAT, such payment to be made within 5 Business Days of receipt by the Trust, on behalf of a Fund, of a valid VAT invoice (or a copy of such invoice where the original of the same has been issued to the person to whom the Trust instructed us to deliver the relevant Gold).

(b)

the Trust, on behalf of a Fund, or any other person makes a supply to us for VAT purposes and VAT is or becomes chargeable on such supply, we shall, within 5 Business Days of receipt of a valid VAT invoice in respect of such supply, pay to the Trust, on behalf of a Fund, a sum equal to the amount of such VAT, save to the extent that we (acting reasonably and in good faith) are not entitled to credit or repayment in respect of such VAT from Customs.

In this clause 13.2 the terms “remove” (and any derivation thereof) and “black box” to be construed in accordance with the HMRC Agreement.

14.

NOTICES AND RECORD-KEEPING

14.1.

Form : A notice, notification, instruction or other communication under or in connection with this Agreement must be given in writing under this Agreement. References to writing includes transmissions that are of the kind specified in clause 14.2.

14.2.

Method of transmission : Any notice, notification, instruction or other communication required to be in writing may be delivered personally or sent by first class post, pre-paid recorded delivery (or air mail if overseas), authenticated electronic transmission (including telex, fax and SWIFT) or such other electronic transmission as the parties may from time to time agree, to the party due to receive the notice, notification, instruction or communication, at its address, number or destination set out in this Agreement or another address, number or destination specified by that party by written notice to the other.

14.3.

Deemed receipt on notice : A notice, notification, instruction or other communication under or in connection with this Agreement will be deemed received only if actually received or delivered.

14.4.

Recording of calls : We may record telephone conversations without use of a warning tone. Such recordings will be our sole property and accepted by the Trust as evidence of the orders or instructions given that are permitted to be given orally under this Agreement; provided that in case of any dispute or disagreement regarding any conversation so recorded we will promptly share the recordings with the Trust and the Trust’s representatives; and provided further , that we will have no obligations to retain any such recordings prior to becoming aware of any such dispute or disagreement.

14.5.

Records : We will maintain adequate records identifying the Gold as belonging to the Trust on behalf of each Fund. Such records shall include, with respect to the Accounts:

(a)

journals or other records of original entry containing an itemised daily record in detail of all receipts and deliveries of Gold to or from each Fund (including adequate information to uniquely identify each bar of Gold received in or delivered from the Allocated Accounts and the person from whom each bar was received and to whom each bar was delivered); and

(b)

ledgers (or other records) reflecting:

(i)

Gold in our physical possession, or held by any Sub-Custodian, with respect to each Fund; and

(ii)

Gold held in an Unallocated Account and allocations made daily in respect thereof, as provided in clause 7.6, with respect to each Fund; and

(iii)

such other books and records as the Trust may reasonably request.

14.6.

Annual Certificate : We will deliver annually to the Trust, on behalf of each Fund, and more frequently if requested by the Trust, a certificate dated the date of delivery, certifying that we have, since the date of this Agreement or the date of the preceding such certificate, complied with the terms and conditions of this Agreement and that our representations and warranties in clause 9 of this Agreement continue to be true and correct.

15.

GENERAL

15.1.

No advice : Our duties and obligations under this Agreement do not include providing the Trust with investment advice. In asking us to open and maintain an Account, the Trust does so in reliance upon its own judgment and we shall not owe to the Trust or a Fund any duty to exercise any judgment on their behalf as to the merits or suitability of any deposits into, or withdrawals from, an Account.

15.2.

Assignment : This Agreement is for the benefit of and binding upon each Party and its respective successors and assigns, including any successor trustees and assigns. Except as otherwise provided herein, this Agreement may not be assigned by either party without the written consent of the other party.

15.3.

Amendments : Any amendment to this Agreement must be agreed in writing and be signed by both parties. Any amendment affecting the rights of the Sponsor under this Agreement shall require prior written consent of the Sponsor. Unless otherwise agreed, an amendment will not affect any legal rights or obligations which may already have arisen.

15.4.

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.

15.5.

Entire agreement : This document represents the entire agreement, and supersedes any previous agreements between the parties hereto relating to the subject matter of this Agreement.

15.6.

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.

15.7.

Contracts (Rights of Third Parties) Act 1999 : Other than the Sponsor, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties Act) 1999.

16.

PROCEDURES

The provisions of the Procedures are hereby incorporated into and made a part of this Agreement, subject to clause 2.4. Both parties agree to comply with the Procedures. The Trust, with the prior written consent of the Sponsor, may modify the Procedures from time to time upon reasonable advance notice and, if the modifications relate to our duties, after consultation with us.

17.

GOVERNING LAW AND JURISDICTION

17.1.

Governing law : This agreement is governed by, and will be construed in accordance with, English law.

17.2.

Jurisdiction : We both agree that the courts of the State of New York, in the United States of America, and the United States federal court located in the Borough of Manhattan in such state are to have jurisdiction to settle any disputes or claims which may arise out of or in connection with this Agreement and, for these purposes we both irrevocably submit to the non-exclusive jurisdiction of such courts, waive any claim of forum non conveniens and any objections to the laying of venue, and further waive any personal service.

17.3.

Waiver of immunity : To the extent that the Trust may in any jurisdiction claim for the Trust, the Funds, or assets of the Trust or Fund any immunity from suit, judgment, enforcement or otherwise howsoever, the Trust agrees not to claim and irrevocably waive any such immunity to which the Trust would otherwise be entitled (whether on grounds of sovereignty or otherwise) to the full extent permitted by the laws of such jurisdiction.

17.4.

Service of process : The process by which any proceedings are begun may be served by being delivered to the address specified below. This does not affect the right of either of us to serve process in another manner permitted by law.

Our address for service of process:

Your address for service of process:

[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have duly executed this agreement as of the date first above written.

Signed on behalf of

JPMorgan Chase Bank N.A., London Branch


by

Signature:
Name:
Title:

Global Currency Gold Trust


by

Signature:
Name:
Title:

Schedule 1

Procedures

Schedule A

Name of Fund (Each a series of the Trust)

Global Currency Gold Fund

Euro Gold Fund

Exhibit 10.3

FORM OF INDEX LICENSE AGREEMENT

THIS INDEX LICENSE AGREEMENT (“ Agreement ”) dated as of , 2015 (“ Agreement Effective Date ”), is made by and among Thomson Reuters (Markets) LLC (“ Thomson Reuters ”) having an office at 3 Times Square, New York, NY 10036, and WGC USA, Inc., a Delaware corporation (“ WGC USA ”) having an office at 510 Madison Avenue, 9th Floor, New York, NY 10022, and any Permitted Licensee Entities specified in any Schedule as an additional party hereto (collectively WGC USA and the Permitted Licensee Entities, the “ WGC Parties ” and each a “WGC Party” and in their capacity as Licensees, each a “ Licensee ” and collectively, the “ Licensees ”).

WHEREAS , Thomson Reuters or a Thomson Reuters Affiliate owns, calculates and maintains each of the Licensed Indices; and

WHEREAS , Thomson Reuters or a Thomson Reuters Affiliate maintains and owns rights in and to, the Thomson Reuters Marks;

and

WHEREAS , the WGC Parties wish to obtain from Thomson Reuters the right to allow the applicable WGC Parties set forth in the applicable Schedule to use the applicable Licensed Index and the applicable Licensed Thomson Reuters Marks solely to Launch and Market the applicable Permitted Licensee Products in the Licensed Territory pursuant to, and in accordance with, the terms and conditions of this Agreement (for clarity, including the terms of the License).

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements contained herein, it is agreed as follows:

1.	Definitions .

(a) “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

(b) “ Agreement Term ” shall have the meaning set forth in Section 3 herein.

(c) “ Applicable Laws ” means all laws, rules and regulations, and any regulatory agency, self-regulatory agency, governmental body or court ordered requirements, which directly or indirectly relate to any Permitted Licensee Entity, Permitted Licensee Product, Derived Data, Licensee Marks and/or the Composite Marks.

(d) “ Approval Date ” means the applicable date upon which the applicable WGC Party set forth in the applicable Schedule has received all legal and regulatory approvals required to Launch the applicable Permitted Licensee Product in a particular geographic location within the applicable Licensed Territory.

(e) “ Breaching Party ” means the Party (including a Permitted Licensee Entity) which is in breach of any material term or condition of this Agreement and/or of a Schedule.

(f) “ Commission ” means the U.S. Securities and Exchange Commission.

(g) “Composite Marks ” means those names and/or marks, including any trade names, trademarks, service names and/or service marks which: (i) are hereafter developed or approved in writing by the Parties, (ii) include both any Licensed Thomson Reuters Marks and Licensee Marks, and (iii) are used to identify the Permitted Licensee Product.

(h) “ Confidential Information ” means, collectively, (i) any non-public documentation or other non-public materials of either Party, (ii) any Index and any information related to any Index (including any index rules), (iii) any other information related to this Agreement which is conveyed during the Term and identified as “Confidential” at the time of disclosure, and (iv) the terms of this Agreement and any Schedule. Notwithstanding the foregoing, the defined term “Confidential Information” expressly excludes: (I) any information which is available to the public or to the receiving Party of such information from sources other than the providing Party (provided that such source is not subject to a confidentiality obligation with regard to such information), (II) any information which is independently developed by the receiving Party without use of, or reference to, the information of the providing Party, (III) any information that was known to the receiving Party prior to its disclosure by the providing Party, and/or (IV) any information which is or becomes publicly available without breach of this Agreement by the receiving Party.

(i) “ Control, ” “ Controlling ” and/or “ Controlled ” mean that the specified Party, directly or indirectly, has the power to direct or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.

(j) “ Exclusive Territory ” means the Licensed Territory.

(k) “ Fees ” means collectively, any and all fees, costs and expenses indicated in the applicable Schedule.

(l) “ Global Gold ETF ” means an exchange traded product, exchange traded fund or exchange traded note that seeks to track the performance of a Licensed Index, and whose shares or units are listed for trading on one or more securities exchanges or markets in the Licensed Territory. For the avoidance of doubt, a Global Gold ETF does not include warrants, debt instruments, options, futures contracts, derivatives, swaps, options, forwards or structured products based on a Licensed Index (including structured products that may be listed on a non-U.S. exchange but which are not marketed as an exchange traded product, exchange traded fund or exchange traded note and do not compete directly with a Global Gold ETF).

(m) “ Index ” means collectively, any presently existing or hereafter developed index that seeks to track a synthetic long exposure to the LBMA Gold Price and synthetic short exposure to the U.S. dollar expressed in terms of a basket of reference currencies or a single reference currency (based on the spot exchange rate or shortest tenor forward points associated with an applicable currency pair), which Thomson Reuters, or any Thomson Reuters Affiliate, may, from time to time, calculate and/or otherwise maintain, including any and all proprietary data and/or other information related thereto and Intellectual Property Rights therein. For the avoidance of doubt, each Index’s exposure to the specified currency (or currencies) ( i.e ., an index’s purpose and scope) shall be determined by a combination of the spot rate and/or the forward points with the shortest available duration or tenor for the given currency (or currencies). Such exposure is intended to be a one-day exposure (or the shortest available duration or tenor for the given currency (or currencies)), but the Parties recognize that such exposure could extend to multiple days due to weekends, local holidays and market closures.

(n) “ Informational Materials ” means those informational materials to be used by the Permitted Licensee Entity in connection with the applicable Permitted Licensee Product in the applicable Licensed Territory, including all related advertisements, brochures, promotional materials, similar informational materials, websites, fact sheets, statements of additional information, reports (annual and semi-annual), prospectuses, registration statements, any written material delivered to an investor or broker-dealer or any written materials otherwise filed with a governmental or regulatory agency.

(o) “ Intellectual Property Rights ” means collectively, all intellectual property rights or proprietary rights, including copyright rights (including rights in audiovisual works), moral rights, trademark rights (including logos, slogans, domain names, trademark applications, trade names, and service marks registered or otherwise), patent rights (including patent applications and disclosures), know-how, inventions, rights of priority and trade secret rights, enforceable in any country or jurisdiction in the world.

(p) “ Thomson Reuters Disclaimers ” means the required disclaimers of Thomson Reuters which are expressly identified as the “Thomson Reuters Disclaimers” in the applicable Schedule, as such disclaimers may be revised by Thomson Reuters from time to time.

(q) “ Thomson Reuters Marks ” means collectively, any presently existing or hereafter developed Thomson Reuters names and/or marks, including any trade names, trademarks, service names and/or service marks, which are used by Thomson Reuters, from time to time, including all Intellectual Property Rights therein and thereto.

(r) “ Launch ” means for a Permitted Licensee Entity to form a Permitted Licensee Product and make the Permitted Licensee Product available for sale.

(s) “LBMA Gold Price” means the price per troy ounce of Gold stated in U.S. dollars as set via an electronic auction process run twice daily at 10:30 a.m. and 3:00 p.m. London time each Business Day as calculated and administered by ICE Benchmark Administration Limited (“ IBA ”) and published by LBMA on its website. The “ LBMA Gold Price PM ” is the 3:00 p.m. LBMA Gold Price. IBA, an independent specialist benchmark administrator, provides the price platform, methodology and the overall administration and governance for the LBMA Gold Price.

(t) “ Licensed Index ” means the applicable Index identified in a Schedule to this Agreement, which Thomson Reuters licenses to Licensee, and which is expressly identified as a “Licensed Index” in such Schedule.

For the avoidance of doubt and notwithstanding anything to the contrary, the Licensed Index may be amended from time to time by Thomson Reuters or the applicable Thomson Reuters Affiliate who calculates and/or maintains the applicable Licensed Index without the prior consent of the WGC Parties; provided however, that (i) the purpose and scope of the Licensed Index shall not be materially altered during the Agreement Term, (ii) Thomson Reuters or the applicable Thomson Reuters Affiliate shall notify each of the WGC Parties at the time of and concurrent with the public announcement of such amendment and (iii) the Licensee shall have (at its election) the right to license a substitute Index, if any, under the terms of this Agreement.

(u) “ Licensed Thomson Reuters Marks ” means the applicable Thomson Reuters Marks which Thomson Reuters licenses to Licensee the right to permit the applicable Permitted Licensee Entity to use pursuant to a Schedule in connection with the applicable Licensed Index and the applicable Permitted Licensee Product identified in such Schedule, and which are expressly identified as the “Licensed Thomson Reuters Marks” in such Schedule.

(v) “ Licensee Marks ” means the trademarks subject to the Sublicense Agreement between WGC and Thomson Reuters.

(w) “ Licensed Territory ” means collectively, the geographic location(s) in which Thomson Reuters licenses to Licensee, the right to permit the applicable Permitted Licensee Entity to use the applicable Licensed Index and the applicable Licensed Thomson Reuters Marks, solely to Launch and Market the applicable Permitted Licensee Product. The Licensed Territory with respect to a Permitted Licensee Product shall be worldwide, except as otherwise agreed in writing by the Parties and expressly identified as the “Licensed Territory” in the Schedule applicable to the Permitted Licensee Product.

(x) “ Market ” or “ Marketing ” means for a Permitted Licensee Entity to issue, distribute, operate, manage, promote and market the Product for sale to the public at any time from and after the Launch of such Product.

(y) “ Non-breaching Party ” means the Party that is not in breach of any material term or condition of this Agreement and/or of a Schedule.

(z) “ Party ” means either Thomson Reuters or one of the WGC Parties.

(aa) “ Parties ” means, collectively, Thomson Reuters and the WGC Parties.

(bb) “ Permitted Licensee Entity ” means any Affiliate of WGC set forth in a Schedule to this Agreement.

(cc) “ Permitted Licensee Product ” means a Global Gold ETF. As used herein, “Permitted Licensee Product” does not include, without limitation, warrants, debt instruments, options, futures contracts, derivatives, swaps, options, forwards or structured products (including structured products that may be listed on a non-U.S. exchange but which are not marketed as a direct competitor to a Global Gold ETF) on the Licensed Index or the value of the shares of the Permitted Licensee Product.

(dd) “ Person ” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or another entity, including a governmental entity (or any department, agency or political subdivision thereof).

(ee) “ Product ” means any Permitted Licensee Product sponsored by Licensee with respect to which Licensee exercises investment discretion in its capacity as manager, investment adviser, trustee, or in some comparable capacity.

(ff) “ Product Exclusivity ” means the right of the applicable Permitted Licensee Entity, during the applicable Product Exclusivity Period, to exclusively use the Licensed Index and Licensed Thomson Reuters Marks set forth in such Schedule in connection with a Global Gold ETF,

solely to Launch and Market the applicable Permitted Licensee Product in the applicable Exclusive Territory. For clarity, the Product Exclusivity shall not be construed to limit Thomson Reuters’ ability to license the Licensed Thomson Reuters Marks to third-parties with respect to other indexes and other products ( i.e. , other than a Licensed Index or a Global Gold ETF).

(gg) “ Product Exclusivity Period ” means the period of time for which Thomson Reuters has expressly granted Product Exclusivity with respect to the applicable Permitted Licensee Entity for an Exclusive Territory. The Product Exclusivity Period for a Permitted Licensee Product shall commence on the applicable Schedule Effective Date and continue through the end of the Schedule Term, except as otherwise agreed in writing by the Parties and expressly identified in the Schedule applicable to the Permitted Licensee Product.

(hh) “ Regulatory Correspondence ” is defined in Section 6(c).

(ii) “ Schedule ” means a schedule to this Agreement which may be entered into, from time to time, by and between Thomson Reuters, and/or a Thomson Reuters Affiliate, and a Permitted Licensee Entity, which schedule: (i) shall be substantially in the form attached hereto as Exhibit A , and (ii) shall, at a minimum, expressly set forth the applicable: (A) Licensed Index, (B) Licensed Thomson Reuters Marks, (C) Permitted Licensee Product, (D) Licensed Territory, (E) Fees, (F) if and to the extent applicable, the Product Exclusivity Period, and Exclusive Territory, (G) Schedule Term, (H) Schedule Renewal Term, and (I) Thomson Reuters Disclaimers.

(jj) “ Schedule Effective Date ” means the effective date of a Schedule as set forth in such Schedule.

(kk) “ Schedule Initial Term ” means the initial term of a Schedule. The Schedule Initial Term shall be a period of three years from the Schedule Effective Date, except as otherwise agreed in writing by the Parties and expressly identified as the “Schedule Initial Term” in such Schedule.

(ll) “ Schedule Term ” means collectively for a Schedule, the Schedule Initial Term and any and all Schedule Renewal Terms for such Schedule.

(mm) “ Taxes ” means collectively, any and all sales, use, excise, services, consumption and other taxes or duties which are assessed as a result of the License, this Agreement, a Schedule and/or the Fees.

2.	Grant of License .

(a) Subject to the terms and conditions of this Agreement and the applicable Schedule, Thomson Reuters hereby grants to Licensees, a non-transferable, exclusive (in the Exclusive Territory), revocable, limited license for the Schedule Term (“ License ”), for Licensee to permit any Permitted Licensee Entity (and the permitted third-party service providers of a Permitted Licensee Entity for use solely for the benefit of such Permitted Licensee Entity (such third-party service providers collectively “ Authorized Third-Party Service Providers ”), pursuant to the terms of the License, solely to:

(i) Use, reproduce and distribute the Licensed Index, including any published methodology, performance data and index levels (“ Index Data ”), to Launch and Market the Permitted Licensee Product in the Licensed Territory;

(ii) Use and refer to the Licensed Thomson Reuters Marks: (A) to Launch and Market the Permitted Licensee Product in the Licensed Territory solely to indicate that Thomson Reuters is the source of the Licensed Index upon which such Permitted Licensee Product is based, and (B) as reasonably necessary to: (1) Launch and Market the Permitted Licensee Product in the Licensed Territory, and/or (2) to otherwise perform the terms and conditions of this Agreement and the applicable Schedule; and

(iii) Use the applicable Licensed Index (including the Index Data) to: (A) create derivative data from the applicable Licensed Index for use solely with the Permitted Licensee Product (“ Derived Data ”), and (B) publish the applicable Licensed Index and Derived Data on any Permitted Licensee Entity website relating to the applicable Permitted Licensee Product set forth in the applicable Schedule; provided, however, that no Derived Data may be created or published as part of, or used to create or publish, an index that is substantially similar to the Licensed Index or any Product (other than the Permitted Licensee Product).

(b) For clarity, the provisions of Section 2(a) above (Grant of License) are expressly subject to the provisions of Section 8 herein (Proprietary Rights & Confidentiality), and to the extent there is any conflict between the provisions of Section 2(a) above (Grant of License) and the provisions of Section 8 herein (Proprietary Rights & Confidentiality), the provisions of Section 8 herein (Proprietary Rights & Confidentiality) shall control and be binding. For the avoidance of doubt, this Agreement: (i) does not grant a license to issue, market or promote options, futures or other derivative products or instruments on the Permitted Licensee Product or which are otherwise based on the Licensed Index; and (ii) requires Licensee to ensure that the Permitted Licensee Entity and any Authorized Third Party Service Providers includes the Licensed Thomson Reuters Marks in the Composite Marks (if any) which constitute the name of the Permitted Licensee Product in each instance unless: (I) Thomson Reuters expressly otherwise agrees in writing, or (II) such inclusion of the Licensed Thomson Reuters Marks in the Composite Marks which constitute the name of the Permitted Licensee Product is not permitted by any Applicable Law, in which event Licensee shall promptly notify Thomson Reuters of such prohibition and the non-inclusion of the Licensed Thomson Reuters Marks in the Composite Marks which constitute the name of the Permitted Licensee Product.

(c) The Parties acknowledge that any decision to Launch any Permitted Licensee Product shall be made solely by the Permitted Licensee Entity, subject to: (i) all relevant commercial considerations and both internal and external legal and regulatory approvals and contingencies and (ii) the completion of the Permitted Licensee Entity’s obligations as set forth in Section 6 of this Agreement.

(d) For the avoidance of doubt: (i) subject to the Product Exclusivity, nothing contained in this Agreement or a Schedule shall be construed to restrict Thomson Reuters from using, distributing and/or licensing any Licensed Index or Licensed Thomson Reuters Marks to any person or entity at any time and anywhere and/or (ii) nothing contained in this Agreement or a Schedule shall be construed to constitute a license to a Permitted Licensee Entity to use any Index or Thomson Reuters Mark other than the Licensed Index and the Licensed Thomson Reuters Marks solely for the Permitted Licensee Product set forth in a Schedule, upon the terms and conditions expressly provided herein (for clarity, including the terms of the License) and the applicable Schedule.

(e) Licensee, for itself and on behalf of each Permitted Licensee Entity, acknowledges and agrees that: (i) the Licensed Indices and the Licensed Thomson Reuters Marks are the exclusive

property of Thomson Reuters and that Thomson Reuters (or the applicable Thomson Reuters Affiliate) has and retains all Intellectual Property Rights and other proprietary rights therein, (ii) except for the rights expressly provided herein (including all applicable Schedules), Thomson Reuters reserves all rights to the Licensed Indices and the Licensed Thomson Reuters Marks, (iii) neither this Agreement nor any Schedule shall be construed to transfer to any Licensee Affiliate or any other party, any ownership rights to, or equity interest in and/or to: (A) the Licensed Indices or the Licensed Thomson Reuters Marks and/or (B) any Intellectual Property Rights or other proprietary rights pertaining thereto, and (iv) subject to the terms of this Agreement (including all applicable Schedules), the Licensed Indices and the compilation and composition thereof, and any changes therein, are and will be in the complete control and sole discretion of Thomson Reuters and/or its Affiliates.

(f) Thomson Reuters agrees that during the Product Exclusivity Period applicable to a Permitted Licensee Product , neither Thomson Reuters nor any Thomson Reuters Affiliate will: (i) itself create, launch or market any Global Gold ETF, and/or (ii) license a Licensed Index to any Affiliate or third party for the purposes of creating a Global Gold ETF.

(g) Notwithstanding anything contained herein, and for clarity: if a Schedule expressly identifies an Exclusive Territory, the Product Exclusivity in such Exclusive Territory shall immediately terminate: (A) upon the expiration or earlier termination of the applicable Product Exclusivity Period and/or Schedule Term, or (B) if such Product Exclusivity is finally deemed by a court or regulatory body of competent jurisdiction to be unenforceable or illegal in any applicable jurisdiction, but in such event such Product Exclusivity shall only terminate to the extent and only in those jurisdictions which have deemed it unenforceable or illegal.

(h) Thomson Reuters acknowledges that, as between Thomson Reuters and the WGC Parties, all decisions relating to the Launch and Marketing of the Permitted Licensee Product shall be at the sole discretion of the applicable Permitted Licensee Entity, subject to the provisions set forth in Section 6 of this Agreement; provided further, that such Launch and Marketing shall be conducted in accordance with the Applicable Laws and any material violation of the Applicable Laws will be a material breach of this Agreement.

3.	Term .

Subject to Section 5 herein, the Agreement shall commence as of the Agreement Effective Date and shall remain in full force and effect for a period of three (3) years; provided, however if a WGC Party sponsors a Global Gold ETF, the Agreement shall remain in full force and effect until the business day immediately following the dissolution or winding down of the last Global Gold ETF sponsored by a WGC Party (such period, the “ Agreement Term ”). Notwithstanding the foregoing, in no event will the Agreement Term expire prior to, and the Agreement Term shall continue until, the expiration or earlier termination of the Schedule Term of the last Schedule then in effect.

4.	Fees .

(a) As consideration for the License granted herein, Licensee shall pay to Thomson Reuters the Fees applicable to each Schedule.

The Fees (and Taxes) shall be due and payable by Licensee, in accordance with the method of payment provisions of the applicable Schedule, as such method of payment provisions may be updated from time to time by agreement of the Parties.

(b) Unless Licensee provides Thomson Reuters with a valid and applicable exemption certificate, Licensee will promptly reimburse Thomson Reuters for any and all Taxes which Thomson Reuters is required to collect from Licensee. In addition, the Fees are exclusive of any value-added tax due as a result of this Agreement, the applicable Schedule and/or the Fees. Licensee will be responsible for any such value-added tax due and will remit such value-added tax to the relevant authorities without deduction from the Fees. Licensee and Thomson Reuters will: (i) each bear sole responsibility for all taxes, assessments and other real property related levies on its owned or leased real property and personal property (including software), franchise and privilege taxes on its business, and taxes based on its net income or gross receipts and (ii) reasonably cooperate to more accurately determine each Party’s tax liability and to minimize such liability to the extent legally permissible.

(c) During the Agreement Term and for a period of one (1) year after its expiration or earlier termination, as the case may be, Thomson Reuters shall have the right, during normal business hours and upon reasonable notice to Licensee, to audit (“ Audit ”) once in any twelve-month period, on a confidential basis and subject to the confidentiality provisions of this Agreement, the relevant books and records of the Licensees to the extent reasonably necessary to determine that Fees have been accurately determined and paid in accordance with the terms and conditions of this Agreement and the applicable Schedule. Each of Thomson Reuters and Licensee shall bear their own respective costs of the Audit; provided, however , that if any such Audit reveals a discrepancy of less than five percent (5%) with respect to the payments being audited, Thomson Reuters shall be solely responsible for all of the costs ( i.e. , its own and Licensee’s costs) associated with such Audit.

5.	Termination .

(a) Licensee or Thomson Reuters may terminate the applicable Schedule(s): (i) upon at least ninety (90) calendar days prior written notice to the other (or such lesser period of time as may be necessary pursuant to law, rule, regulation or court order), if any legislation or regulation is finally adopted or any government interpretation is issued that prevents the Permitted Licensee Entity from continuing to Launch or, Market the Permitted Licensee Products; (ii) upon ninety (90) calendar days prior notice to the other if any material litigation or material regulatory proceeding regarding the Permitted Licensee Products is commenced by a third party and such litigation or regulatory proceeding is reasonably likely to have a material and adverse effect on the good name or reputation of such Party or significantly impair such Party’s ability to perform its obligations under such Schedule; (iii) with respect to the applicable Schedule(s) for a specific Permitted Licensee Product, immediately if the applicable Permitted Licensee Entity is unable to Launch the Permitted Licensee Products because of a final adverse determination by the Commission or any other applicable regulatory body; and/or (iv) with respect to the applicable Schedule(s) for a specific Permitted Licensee Product, immediately if the applicable Permitted Licensee Entity elects to terminate the Launch of and/or fails to Launch any and/or all of the Permitted Licensee Products within ninety (90) days of the Approval Date.

(b) Thomson Reuters may terminate the applicable Schedule(s) upon at least ninety (90) calendar days prior written notice to Licensee (or such lesser period of time as may be necessary pursuant to any law, rule, regulation or court order) if: (i) any legislation or regulation is adopted or any government interpretation is issued which, in Thomson Reuters reasonable judgment, materially impairs Thomson Reuters ability to license and provide the Licensed Index or the Licensed Thomson Reuters Marks under such Schedule; or (ii) any material litigation or

proceeding is commenced by a third party relating to Thomson Reuters’ ability to license and provide the Licensed Index or the Licensed Thomson Reuters Marks under such Schedule and such litigation or proceeding is reasonably likely to result in a material and adverse final ruling by a regulatory agency or court of competent jurisdiction (as applicable) on Thomson Reuters ability to continue licensing and providing the Licensed Index or the Licensed Thomson Reuters Marks pursuant to such Schedule; or (iii) Thomson Reuters elects to cease compiling, calculating and publishing values of the Licensed Index altogether for any purpose and ceases to license the Licensed Index to any person for any reason.

(c) Thomson Reuters may terminate the applicable Schedule(s), upon at least ninety (90) calendar days prior written notice to Licensee (or such lesser time as is reasonably practicable for Thomson Reuters to provide under the circumstances) if any data provider or other source: (i) ceases to provide data to Thomson Reuters necessary for providing the Licensed Index, (ii) terminates Thomson Reuters right to receive data in the form of a “feed” from such securities exchange or other source with respect to the Licensed Index, (iii) materially restricts Thomson Reuters’ right to redistribute data with respect to such Licensed Index received from such securities exchange or other source to all Permitted Licensee Entities, or (iv) institutes charges (other than nominal charges or charges which Thomson Reuters deems to be reasonable to be incurred in connection with providing the Licensed Indexes) for the provision of data to Thomson Reuters or the redistribution of data by Thomson Reuters with respect to the Licensed Index; provided however, that in each of the foregoing cases, Thomson Reuters shall have exercised commercially reasonable efforts (i) to negotiate with the applicable data provider or other source for the continued provision of the relevant data at a reasonable charge, and (ii) if Thomson Reuters is unable to secure the continued provision of the relevant data, given Licensee sufficient notice and opportunity to attempt to negotiate with the applicable data provider or other source or pay for the data provider’s or other source’s increase in charges.

(d) Notwithstanding anything to the contrary herein, Thomson Reuters shall have the right, in good faith and a commercially reasonable manner, to cease compiling, calculating and publishing values of any Licensed Index, and to terminate the applicable Schedule with respect to such Licensed Index, at any time that Thomson Reuters reasonably determines that such Licensed Index no longer meets or will not be capable of meeting the criteria established by Thomson Reuters for maintaining such Licensed Index (for example, a material change to the method by which the LBMA Gold Price or WMR fixings are determined or calculated). In such event Thomson Reuters will give Licensee at least ninety (90) calendar days prior written notice.

(e) Notwithstanding anything to the contrary herein, if there shall occur any change in law (statutory law, case law or otherwise) which materially and adversely affects the liability of index providers to third parties, and Thomson Reuters thereafter ceases entirely, by reason of such change, to engage in the business of providing indexes and/or real-time index data, Thomson Reuters shall have the right to terminate this Agreement and/or an applicable Schedule, upon at least ninety (90) calendar days prior written notice to Licensee.

(f) Notwithstanding anything to the contrary herein, a Party may terminate this agreement upon sixty (60) calendar days prior written notice to the other Party if such other Party’s acts or omissions have resulted in a material breach of the Agreement (including, but not limited to WGC USA’s Failure to Launch a Permitted Licensee Product within 18 months of the Schedule Effective Date for such Permitted Licensee Product) that is not cured to the reasonable satisfaction of the non-breaching Party.

(g) Notwithstanding anything to the contrary herein, any termination under this Section 5 shall apply only with respect to the Licensed Index to which it relates. This Agreement and/or the applicable Schedule shall remain in effect with respect to all other Licensed Indexes.

(h) In the event Thomson Reuters terminates a Schedule with respect to a Licensed Index pursuant to Sections 5(a)-(d) of the Agreement and, within two (2) years of such termination, compiles, calculates or publishes a substantially similar index to the discontinued Licensed Index, WGC USA shall have the right (but not the obligation) to license such index under substantially identical terms as the discontinued Licensed Index. In the event Thomson Reuters does not provide a substantially similar substitute index as set forth above, WGC USA shall have the right (but not the obligation) to license from Thomson Reuters the appropriate content and be granted the right to (either directly or through its designee) compile, calculate, and publish the discontinued Licensed Index (but without the continued use of any Licensed Thomson Reuters Marks) solely in connection with the Licensee Product for the remainder of the then-current Term. The Parties will negotiate in good faith a separate agreement with respect to such index, on commercially reasonable terms.

(i) After three years from the Agreement Effective Date, each party shall have the right to terminate this Agreement for any reason upon one hundred twenty (120) calendar days prior written notice to the other.

6.	Thomson Reuters Obligations; Permitted Licensee Entities’ Obligations .

(a) As a result of this Agreement, Thomson Reuters is not, and shall not be, obligated to engage in any way or to any extent in any Launch or Marketing activities in connection with the Permitted Licensee Products or in making any representation or statement to investors or prospective investors in connection with the Launch or Marketing of the Permitted Licensee Products. At Licensee’s request, Thomson Reuters will provide such applicable Permitted Licensee Entity identified to Thomson Reuters by Licensee with reasonable cooperation in connection with such Permitted Licensee Entity obtaining and maintaining regulatory approval for the Permitted Licensee Products. Thomson Reuters agrees to provide reasonable support for the Permitted Licensee Entity’s development, educational and operational efforts and requirements with respect to the Permitted Licensee Products as follows:

(i) Thomson Reuters shall reasonably respond in a timely fashion to any reasonable requests by Licensee for public information regarding the Licensed Indices. In addition, Thomson Reuters shall reasonably respond in a manner determined by Thomson Reuters, in its discretion, to any material mathematical errors made in Thomson Reuters computations of the Licensed Indices, which are brought to Thomson Reuters attention by Licensee or which otherwise come to the attention of Thomson Reuters. Any responses to any material mathematical errors may be published publicly and the Licensee (and any Permitted Licensee Entity) may be notified concurrently of Thomson Reuters’ response.

(ii) Subject to the requirement in Section 1(t) herein that the purpose and scope of the Licensed Index shall not be materially altered during the Agreement Term, Thomson Reuters shall use reasonable efforts to keep Licensee informed as to any material changes in the composition or the method of calculation of any of the Licensed Indexes through such written or electronic means consistent with Thomson Reuters’ then current procedures, which procedures may be modified by Thomson Reuters. Notwithstanding anything to the contrary in this Agreement and/or in a Schedule, except as set forth in Section 5 herein, in the event of any planned termination

of a Licensed Index or any material change in the Rules governing any Licensed Index, Thomson Reuters shall use reasonable efforts to provide Licensee with notice of such termination or change as promptly as is reasonably practicable for Thomson Reuters to do so under the circumstances. Notwithstanding anything to the contrary, any notices of termination or changes to any Licensed Index may be published publicly and the Licensee (and any Permitted Licensee Entity) may be notified concurrently.

(iii) Thomson Reuters shall use commercially reasonable efforts to provide Licensee with reasonable support ( e.g. , participation in conference calls, prompt responses to reasonable requests for information relating to the Licensed Indexes, and reasonable requests to participate in training of internal staff), and documentation for Licensee’s presentations to its internal staff on the Permitted Licensee Products.

(b) Notwithstanding anything herein to the contrary, nothing in this Section 6 shall give any Permitted Licensee Entity the right to exercise any judgment or require any changes with respect to Thomson Reuters’ method of composing, calculating or determining the Licensed Indexes, and nothing in this Section 6(b) shall be deemed to modify the provisions of Section 10 of this Agreement.

(c) Provision of Materials . With respect to each Permitted Licensee Product, Licensee or its Affiliate shall provide Thomson Reuters with a copy of (i) each draft prospectus to be filed with the Commission (each, a “ Draft Prospectus ”) and (ii) the portion (if any) of all correspondence, including deficiency letters, received from, and draft responses for submission to, the Commission and any other applicable regulatory institution related to a Licensed Index, the Licensed Thomson Reuters Marks, Thomson Reuters or any Affiliates of Thomson Reuters (along with the Draft Prospectus, the “ Regulatory Correspondence ”). Licensee and/or its Affiliate shall not file or submit such Regulatory Correspondence until Thomson Reuters has been given the opportunity to review and comment on the description of each Licensed Index, the Licensed Thomson Reuters Marks, Thomson Reuters or any of its affiliates contained in such Regulatory Correspondence. Except as may otherwise be required by the Applicable Law, Licensee agrees to provide Thomson Reuters with a reasonable period of time to review the description of each Licensed Index, the Licensed Thomson Reuters Marks, Thomson Reuters or any of its affiliates in the Regulatory Correspondence. Thomson Reuters agrees that it shall promptly provide to Licensee comments on the Regulatory Correspondence and that any necessary approvals shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary herein, Licensee shall not be required to submit any Regulatory Correspondence for Thomson Reuters’ review and approval if the description therein of a Licensed Index, the Licensed Thomson Reuters Marks, Thomson Reuters or any of its Affiliates is substantially similar to and has previously been approved by Thomson Reuters. The obligations of the parties with respect to Regulatory Correspondence shall survive any termination of this Agreement. Licensee shall provide reasonable prior written notice to Thomson Reuters prior to a new filing of a registration statement related to a Permitted Licensee Product and any amendment of a registration statement related to a Permitted Licensee Product that references a Licensed Index, the Licensed Thomson Reuters Marks, Thomson Reuters or any of its Affiliates. For the avoidance of doubt, this Section 6(c) shall be read in conjunction with Section 7(d), and to the extent a conflict exists, Section 7(d) shall govern. To the extent Thomson Reuters timely seeks to make a change to any Regulatory Correspondence that was previously approved by Thomson Reuters, the Licensee or its Affiliates will use commercially reasonable efforts to accommodate and implement such change.

(d) Filings and Marketing Material . As set forth in Section 7(d), the Licensee shall submit to Thomson Reuters for Thomson Reuters’ review and approval all Informational Materials relating to each Permitted Licensee Product that refer to Thomson Reuters; provided , however that such Informational Materials do not need to be submitted for Thomson Reuters’ review and approval if the description therein of a Licensed Index, the Licensed Thomson Reuters Marks, Thomson Reuters or any Thomson Reuters Affiliate is substantially similar to and has previously been approved by Thomson Reuters. Thomson Reuters’ approval of such Informational Materials shall not be unreasonably withheld or delayed. Licensee shall use its commercially reasonable efforts to protect the goodwill and reputation of Thomson Reuters and its Affiliates in connection with its marketing, promotion and distribution of any Permitted Licensee Product. To the extent, Thomson Reuters seeks to make a change to an Informational Material that was previously approved by Thomson Reuters, the Licensee or its Affiliates will use commercially reasonable efforts to accommodate and implement such change. For the avoidance of doubt, this Section 6(d) shall be read in conjunction with Section 7(d), and to the extent a conflict exists, Section 7(d) shall govern. Notwithstanding anything to the contrary in this Agreement, the Licensee and the applicable Permitted Licensee Entity shall be solely responsible for the content of the Regulatory Correspondence and Information Materials (except, Thomson Reuters-Approved Content). “Thomson Reuters-Approved Content” means content (a) provided by Thomson Reuters to the Permitted Licensee Entity in writing that is related to the Licensed Thomson Reuters Marks, Thomson Reuters or any Thomson Reuters Affiliate, (b) such content must be included in its entirety without any change from such Permitted Licensee Entity and (c) such content must be approved in writing by a business Director of Thomson Reuters.

(e) Thomson Reuters Marketing Material . Subject to Licensee’s prior review and written approval (such approval not to be unreasonably withheld or delayed), Thomson Reuters may: (i) refer to the Permitted Licensee Products in advertising brochures and certain publications (other than marketing material for the Permitted Licensee Products) and (ii) use the Licensee’s name or the name of any affiliate of Licensee in any publicity release, communication with the media or advertising.

(f) Neither Party may disclose or otherwise make any public statement concerning the terms of this Agreement without the other Party’s prior written consent, which shall not be unreasonably withheld, delayed, or qualified; provided that such consent shall not be required in the case of any disclosure or statement which is reasonably determined by the Party making such disclosure to be required under any applicable law, rule or regulation including, without limitation, disclosures expressly permitted under Section 8(c). Following the execution and delivery of this Agreement, the Parties may agree to issue a joint press release announcing the entering into of this Agreement, the content and timing of which shall be mutually agreed upon in writing by the Parties.

(g) Each Schedule will be a separate agreement between Thomson Reuters or a Thomson Reuters Affiliate, on the one hand, and a Permitted Licensee Entity, on the other hand. In such event: (i) all references to “Thomson Reuters” in this Agreement will be deemed references to Thomson Reuters, or the Thomson Reuters Affiliate which entered into the Schedule, as the case may be, and (ii) all references to “Licensee” in this Agreement will be deemed references to the Permitted Licensee Entity which entered into the Schedule. Upon execution by all of the applicable parties, each Schedule will automatically be deemed a part of, and incorporated into this Agreement by reference. In the event of any conflict between this Agreement and any applicable Schedule, the terms of the applicable Schedule will govern, but only with respect to such conflicting terms and the specific Licensed Index addressed in that Schedule.

(h) Licensee will give prompt notice of Licensee’s (or, if applicable, Licensee’s Affiliate’s) resignation or termination as investment adviser, sponsor or trustee of any Permitted Licensee Entity, and will use commercially reasonable efforts to give Thomson Reuters at least three (3) months’ prior notice of such resignation or termination.

(i) Except as permitted herein, Licensee agrees, on its behalf and on the behalf of any Affiliate, that during the Product Exclusivity Period applicable to a Permitted Licensee Product , such Licensee or Affiliate will not sponsor a Global Gold ETF.

(j) With respect to each Licensed Index, Thomson Reuters shall calculate and disseminate daily end-of-day index values, which shall reflect the applicable daily weightings of each reference currency reflected in such Licensed Index. With respect to each Licensed Index, Thomson Reuters shall use commercially reasonable efforts to assist the NYSE Arca or other exchange to calculate the intraday indicative value and use its commercially reasonable efforts to provide other information with respect to such Licensed Index as may be required by the exchange on which shares of the Global Gold ETF based on such Licensed Index are listed or traded or by applicable law, rule, regulation, or order applicable to such Global Gold ETF (to the extent permitted under Thomson Reuters’ existing data licenses). In addition, when presenting performance information for a Licensed Index, Thomson Reuters shall clearly disclose the inception date of the Licensed Index ( i.e. , the date the index was first calculated using current market data) and distinguish between pre-inception performance information and performance information applicable to periods after the inception date.

7.	Intellectual Property Rights; Quality Control

(a) If Thomson Reuters applies for any trademark, trade name and/or any other Intellectual Property Right registrations for the Licensed Indexes or the Licensed Thomson Reuters Marks in such jurisdictions, if any, where Thomson Reuters, in its sole discretion, considers such filings appropriate, Licensee shall ensure that the Permitted Licensee Entity will at Thomson Reuters’ cost reasonably cooperate with Thomson Reuters in the application and maintenance of such rights and registrations. Licensee shall ensure that the applicable Permitted Licensee Entity shall use and include the following notice or such other language as may be approved in advance in writing by Thomson Reuters when referring to the applicable Licensed Index and/or any of the applicable Licensed Thomson Reuters Marks in any Informational Materials (provided, however, that the applicable Permitted Licensee Entity shall not be required to use or include the following notice in any Informational Materials in which Thomson Reuters otherwise requires inclusion of the Thomson Reuters Disclaimers set forth in the applicable Schedule):

Thomson Reuters and INSERT INDEX NAME are trademarks of Thomson Reuters (Markets) LLC and have been licensed for use by [PERMITTED LICENSEE ENTITY] and its affiliates. The information and INSERT INDEX NAME may not be copied, used, or distributed without Thomson Reuters’ prior written approval. Copyright 20[13], Thomson Reuters. All rights reserved. The INSERT NAME OF PERMITTED LICENSEE PRODUCT is not sponsored, endorsed, sold or promoted by Thomson Reuters and Thomson Reuters makes no representation regarding the advisability of investing in INSERT NAME OF PERMITTED LICENSEE PRODUCT ⁴ .

(b) Licensee and each Permitted Licensee Entity agree that the Licensed Thomson Reuters Marks, Licensed Indexes and all Intellectual Property Rights and other rights, registrations and entitlements thereto, together with all applications, registrations and filings with respect to any of the Licensed Thomson Reuters Marks and any renewals and extensions of any such applications, registrations and filings, are and shall remain the sole and exclusive property of Thomson Reuters and/or its Affiliates. Licensee, for itself and on behalf of each Permitted Licensee Entity agrees to reasonably cooperate with Thomson Reuters in the maintenance of such rights and registrations and shall do such acts and execute such instruments as are reasonably necessary for such purpose in each case at Thomson Reuters’ cost and expense. Licensee, for itself and on behalf of each Permitted Licensee Entity, acknowledges that each of the Licensed Thomson Reuters Marks is part of the business and goodwill of Thomson Reuters and/or its Affiliates, and agrees that it shall not, during the Agreement Term or thereafter, contest the fact that the Permitted Licensee’ Entity’s rights in the Licensed Thomson Reuters Marks under this Agreement: (i) are limited solely to the use of the Licensed Thomson Reuters Marks as expressly provided in Section 2(a), and (ii) shall cease all licensed use of the Licensed Thomson Reuters Marks upon the expiration or earlier termination of this Agreement and/or the applicable Schedule, whichever is sooner, except that Licensee and each Permitted Licensee Entity may continue to reference the Licensed Indexes and Licensed Thomson Reuters Marks solely as required by any Applicable Law or as otherwise expressly provided herein for such rights to survive any such expiration or earlier termination of this Agreement and/or such applicable Schedule. Whether or not any use of Licensed Thomson Reuters Marks by Licensee and/or any Permitted Licensee Entity during or after the Agreement Term may constitute permissible nominative fair use shall be evaluated independently of this Agreement, and the parties expressly reserve all of their rights with respect thereto. Further, for the avoidance of doubt, nothing herein shall be construed to restrict WGC Parties from exercising their rights with respect to Intellectual Property Rights relevant to this Agreement as permitted by Applicable Laws and fair use principles after the Agreement Term.

(c) Licensee and each Permitted Licensee Entity recognize that the reputation and goodwill associated with the Licensed Thomson Reuters Marks have value and acknowledges that as between such entity and Thomson Reuters: such goodwill associated with the Licensed Thomson Reuters Marks belongs exclusively to Thomson Reuters; and that Thomson Reuters is the owner of all right, title and interest in and to the Licensed Thomson Reuters Marks. Except as otherwise provided in Section 7(i) below, Licensee, for itself and on behalf of each Permitted Licensee Entity, further acknowledges that as between such entity and Thomson Reuters all rights in any translations, derivations or modifications in the Licensed Thomson Reuters Marks which may be created by or for the applicable Permitted Licensee Entity, shall be and shall remain the exclusive property of Thomson Reuters and said property shall be and shall remain a part of Thomson Reuters’ Intellectual Property Rights subject to the provisions and conditions of this Agreement. Licensee, for itself and on behalf of each Permitted Licensee Entity, agrees during the Agreement Term that it will not either directly or indirectly, contest Thomson Reuters’s and/or its Affiliates’ exclusive ownership of any of the Licensed Indexes and Licensed Thomson Reuters Marks.

(d) Licensee and each Permitted Licensee Entity agree to use the Licensed Indexes and Licensed Thomson Reuters Marks under this Agreement solely in accordance with the terms of this Agreement. Licensee, for itself and on behalf of each applicable Permitted Licensee Entity, agrees to submit to Thomson Reuters, for Thomson Reuters’ review and approval, and the Permitted Licensee Entity shall not use until receiving Thomson Reuters’ approval thereof in writing, all Informational Materials that mention Thomson Reuters or the Thomson Reuters Marks. Thomson Reuters’ approval, which shall not be unreasonably withheld, shall be required only with respect to

the use of and/or description of Thomson Reuters, the Licensed Indexes or any of the Licensed Thomson Reuters Marks, including as part of the name of Permitted Licensee Product and/or of the Composite Marks. Thomson Reuters shall notify Licensee of its approval or disapproval of any Informational Materials within five (5) business days following Thomson Reuters’ receipt thereof from Licensee. Once Informational Materials have been approved by Thomson Reuters, subsequent Informational Materials which are substantially similar (regardless of media) as previously approved Informational Materials and which do not materially alter the use or description of Thomson Reuters and/or it Affiliates, the Licensed Indexes or the Licensed Thomson Reuters Marks, as the case may be, need not be submitted for review and approval by Thomson Reuters. Upon receiving notice, if Thomson Reuters or its Affiliates wish to comment on any such Information Materials, then the Licensee shall use its commercially reasonable efforts to amend such Information Materials in such manner as prescribed by Thomson Reuters or its Affiliates. Licensee shall use its commercially reasonable efforts to protect the goodwill and reputation of Thomson Reuters and its Affiliates in connection with its marketing, promotion and distribution of any Permitted Licensee Product.

(e) Licensee and each applicable Permitted Licensee Entity agree that the Licensed Thomson Reuters Marks and Licensee Marks, to the extent they appear in any Informational Materials, shall appear, insofar as is reasonably practicable, separately and shall be clearly identified with regard to ownership. Licensee, for itself and on behalf of each applicable Permitted Licensee Entity, agrees that whenever the Licensed Thomson Reuters Marks are used in any Informational Material in connection with any of the Permitted Licensee Products, such Licensed Thomson Reuters Marks shall not be given unusual prominence so as to give the impression that Thomson Reuters is the issuer or sponsor of such Permitted Licensee Products.

(f) Licensee and each Permitted Licensee Entity agree to submit to Thomson Reuters any proposed change in the use of the Licensed Thomson Reuters Marks for, and shall be subject to, Thomson Reuters’ prior written consent in accordance with, and subject to the provisions of, Section 7(d).

(g) If at any time Thomson Reuters is of the reasonable opinion that the Licensed Index or the Licensed Thomson Reuters Marks are not being properly used pursuant to this Agreement or the applicable Schedule, or that the standard of quality of any of the Informational Materials does not conform to the standards as set forth herein or in the applicable Schedule, Thomson Reuters shall give notice to Licensee to that effect. Upon receipt of such notice, Licensee and Thomson Reuters shall discuss and mutually agree on the appropriate remedial action, if any, and Licensee shall, as soon as reasonably practicable thereafter, implement, or cause the applicable Permitted Licensee Entity to implement the agreed-upon remedial action with respect to the applicable Informational Materials.

(h) Except as otherwise expressly permitted by the terms of this Agreement, Licensee Affiliates shall not furnish the name, trademark or proprietary indicia of Thomson Reuters, or any Affiliate thereof as a reference or utilize the name, trademark or proprietary indicia of Thomson Reuters or any Affiliate thereof in any customer lists, advertising, announcement, press release or promotional materials, including testimonials, quotations, case studies, and other endorsements without the prior written consent of Thomson Reuters, such consent not to be unreasonably withheld or delayed.

(i) Subject to the approval of the applicable governing body or bodies of the relevant Permitted Licensee Product, Licensee will identify and Market the Permitted Licensee Products

with the Composite Marks which include the Licensed Thomson Reuters Marks. Thomson Reuters, for itself and on behalf of each Thomson Reuters Affiliate: (A) recognizes that the reputation and goodwill associated with the Licensee Marks have value and acknowledges that as between Thomson Reuters and the applicable Permitted Licensee Entity, such goodwill associated with the Licensee Marks belongs exclusively to such Permitted Licensee Entity, and that the Permitted Licensee Entity is the owner of all right, title and interest in and to the Licensee Marks; (B) acknowledges and agrees that the Licensee Marks are and will remain the exclusive property of the applicable Permitted Licensee Entity, and that all goodwill that attaches to the Licensee Marks as a result of the use of such marks in the Composite Marks will redound to the exclusive benefit of the applicable Permitted Licensee Entity; (C) further acknowledges that as between them and the applicable Permitted Licensee Entity all rights in any translations, derivations or modifications in the Licensee Marks which may be created in connection with this Agreement (including all applicable Schedules), shall be and shall remain the exclusive Intellectual Property Rights of such Permitted Licensee Entity; and (D) agrees during the Agreement Term and thereafter, that it will not, either directly or indirectly, contest the applicable Permitted Licensee Entity’s exclusive ownership of any of the Licensee Marks.

(j) The Parties agree that during the applicable Schedule Term, both the Permitted Licensee Entity identified to Thomson Reuters in writing by Licensee, and Thomson Reuters, will have the right to use the Composite Marks in connection with the Permitted Licensee Products and otherwise to perform its obligations under this Agreement, including the applicable Schedule and/or as required by any law, rule and/or regulation. The Parties agree that neither Licensee, any Permitted Licensee Entity nor Thomson Reuters will register or apply for registration of any Composite Mark in any jurisdiction. The Parties agree that neither Licensee, any Permitted Licensee Entity nor Thomson Reuters will: (i) use the Composite Marks in connection with the creation or marketing of any Product other than the applicable Permitted Licensee Product, and (ii) take any action to damage any Composite Mark or take any action that, in the reasonable opinion of the affected Party, would bring any Composite Mark, Licensee Marks or the Licensed Thomson Reuters Marks into disrepute. The Parties agree that upon the expiration or earlier termination of the applicable Schedule Term, neither Thomson Reuters, Licensee nor any Permitted Licensee Entity the right to use the Composite Marks for any purpose. In any case, the Parties’ respective ownership rights will persist in the constituent Licensed Thomson Reuters Marks and Licensee Marks that together comprised the Composite Marks.

8.	Proprietary Rights & Confidentiality .

(a) The WGC Parties expressly acknowledge and agree that: (i) the Licensed Indexes and the Licensed Thomson Reuters Marks were selected, compiled, coordinated, arranged and prepared by Thomson Reuters through the application of methods and standards of judgment used and developed through the expenditure of considerable work, time and money by Thomson Reuters, (ii) the Licensed Indexes and the Licensed Thomson Reuters Marks are valuable assets of Thomson Reuters, and (iii) the WGC Parties will, use commercially reasonable efforts to prevent any unauthorized use of the Licensed Indexes or the Licensed Thomson Reuters Marks, or any of the information provided to it concerning the selection, compilation, coordination, arrangement and preparation of the Licensed Indexes or the Licensed Thomson Reuters Marks.

(b) All Parties shall treat as confidential and shall not disclose or transmit to any third party any Confidential Information of a Party to this Agreement. Notwithstanding the preceding, a Party may divulge the Confidential Information of the other Party on a need to know basis to such Party’s Affiliates, employees, service providers, attorneys, accountants, and other professional advisers, in each case provided the disclosee is bound by confidentiality obligations under which he, she or it is obligated to maintain the confidentiality of such Confidential information.

(c) Notwithstanding the provisions of the foregoing Section 8(b), either Party may reveal Confidential Information of the other Party to any regulatory agency or court of competent jurisdiction if such information to be disclosed is: (i) approved in writing by the providing Party for disclosure, or (ii) required by law, regulatory agency, self-regulatory agency, governmental body or court order to be disclosed by the receiving Party, provided, if permitted by law, that prior written notice of such required disclosure is given to the providing Party and provided further that the receiving Party shall reasonably cooperate with the providing Party to limit the extent of such disclosure (at the providing Party’s expense). In this connection, it is understood that the Permitted Licensee Entity may be required to file copies of this Agreement and the applicable Schedule as Exhibits to registration statements to be filed with the Commission or other applicable regulatory bodies, subject only to redaction of certain numerical information embodying financial terms to the extent such redaction is permitted by the applicable regulatory bodies. The WGC Parties expressly acknowledge and agree that they shall use commercially reasonable efforts to limit disclosure of such financial terms in connection with such filings.

9.	Warranties; Disclaimers .

(a) Each Party represents and warrants to the other that such Party, as of the Agreement Effective Date, it has the authority to enter into this Agreement according to its terms, and that its execution and delivery of this Agreement, any Schedule and its performance hereunder and thereunder, (i) does not and will not violate any agreement applicable to it and (ii) such Party will comply with all Applicable Laws. The WGC Parties represent and warrant to Thomson Reuters that the Permitted Licensee Products, including the Launch and Marketing thereof by itself and/or each Permitted Licensee Entity, does not and will not violate any agreement applicable to it or a Licensee Affiliate or violate any Applicable Laws and shall conform to the characteristics in the definition of Product herein.

(b) Licensee shall ensure that the Thomson Reuters Disclaimer statement contained in the applicable Schedule is used and included in any prospectuses, registration statements and Informational Materials, relating to any Permitted Licensee Products (and upon request, shall promptly furnish copies thereof to Thomson Reuters). Any changes in the Thomson Reuters Disclaimer statement contained in the applicable Schedule must be approved in advance in writing by an authorized representative of Thomson Reuters.

(c) Without limiting the disclaimers set forth in this Agreement (including in any Schedule): (i) in no event shall the cumulative liability of Thomson Reuters relating to this Agreement at any time exceed the lesser of (X) the Thomson Reuters Liability Cap (as defined below) in Section 10(b)) or (Y) aggregate the amount of Fees received by Thomson Reuters pursuant to this Agreement prior to such time such liability first arose, and (ii) under no circumstances will either Thomson Reuters or Licensee be liable for any lost profits or indirect, punitive, special or consequential damages or losses under or related to this Agreement, regardless of the form of action, even if such Party knows that they might occur. The foregoing limitations of this Section 9(c) shall not apply to the obligations under Sections 4, 8(b) and 8(c) or to any infringement of the Licensed Indexes and Licensed Thomson Reuters Marks by and/or on behalf of any Licensee Affiliate. For the avoidance of doubt, in no event will Thomson Reuters have any liability with respect to the Permitted Licensee Products other than liability related to or based on the Licensed Index or the Licensed Thomson Reuters Marks.

(d) Thomson Reuters represents to Licensee that: (i) Thomson Reuters is the owner of the Licensed Indexes and the Licensed Thomson Reuters Marks, (ii) Thomson Reuters has the right to grant the License herein upon the provisions contained in this Agreement and the applicable Schedule, (iii) the Licensed Indexes and the Licensed Thomson Reuters Marks do not infringe on any third party’s Intellectual Property Rights in the Licensed Territory, and (iv) no third party claim has been asserted against Thomson Reuters that the Licensed Indexes and/or the Licensed Thomson Reuters Marks infringe on any third party’s proprietary rights.

(e) EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 9: (A) THE LICENSED INDEXES AND LICENSED THOMSON REUTERS MARKS ARE PROVIDED “AS IS” WITH ALL FAULTS, (B) ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE LICENSED INDEXES AND LICENSED THOMSON REUTERS MARKS ARE DISCLAIMED INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND/OR AGAINST INFRINGEMENT AND/OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED BY AND/OR FROM THE USE OF THE LICENSED INDEXES AND LICENSED THOMSON REUTERS MARKS, (C) THERE ARE NO REPRESENTATIONS OR WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS AGREEMENT, IF ANY, AND (D) THOMSON REUTERS DOES NOT GUARANTEE THE AVAILABILITY, SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE LICENSED INDEXES AND/OR LICENSED THOMSON REUTERS MARKS.

10.

Indemnification .

(a) Licensee’s Indemnification Obligation. Except to the extent covered under Thomson Reuters’ indemnification obligations pursuant to Section 10(b), and subject to the conditions set forth in Section 10(c), the Indemnifying Licensee Entity shall indemnify and defend Thomson Reuters and its Affiliates, and their respective officers, directors, members, employees and agents, against any and all third-party claims, demands, actions, judgments, liabilities, costs, charges and expenses (including reasonable attorneys’ and experts’ fees) (collectively, “ Losses ”) in connection with any of the following to the extent they arise out of or are related to a Schedule executed by the applicable Indemnifying Licensee Entity: (I) any claim that any of the Licensee Marks, including any permitted use within any Composite Marks (subject to the Composite Mark Liability Limitation as defined in Section 10(c)(v)), in the manner authorized by this Agreement, violates or infringes any Intellectual Property Rights of any third-party, (II) any claim, action or proceeding that arises out of or relates to the Launch and/or Marketing of the Permitted Licensee Products, (III) any actual or alleged inaccuracy or omission in any prospectus of any Permitted Licensee Product or supplement thereto, registration statement of any Permitted Licensee Product, periodic regulatory filing, post-effective amendment or annual report of any Permitted Licensee Product or any advertising or promotional material generated by the Indemnifying Licensee Entity, (IV) any claim relating specifically to any adjudicated breach of any representation or warranty of Licensee set forth in Section 9 of this Agreement, and/or (V) any violation or alleged violation of any Applicable Law with respect to any Permitted Licensee Product, including, without limitation, the Securities Act of 1933, as amended, and the rules adopted by the Commission thereunder, that arises out of any action taken or omitted to be taken by the Indemnifying Licensee Entity, except, with respect to any of the foregoing in clauses (I)-(V), to the extent that any such Losses result from Thomson Reuters’ willful misconduct or gross negligence related to any Licensed Index. “ Indemnifying Licensee Entity ” as used herein shall mean the specific Licensee entity that has executed the applicable Schedule giving rise to the indemnification obligation described above.

(b) Thomson Reuters’ Indemnification Obligation. Except to the extent covered under an Indemnifying Licensee Entity indemnification obligation pursuant to Section 10(a), and subject to the conditions set forth in Section 10(c), Thomson Reuters shall indemnify and defend Permitted Licensee Entity, and its respective officers, directors, members, employees and agents, against any and all Losses that arise out of or relate to: (I) any third-party claim that the Permitted Licensee Entity’s use of the Licensed Index and/or Licensed Thomson Reuters Marks, including any permitted use within any Composite Marks (subject to the Composite Mark Liability Limitation as defined in Section 10(c)(v)), in the manner authorized by this Agreement violates or infringes any Intellectual Property Rights of any third-party, (II) any claim relating specifically to any adjudicated breach of a representation or warranty of Thomson Reuters set forth in Section 9 of this Agreement, (III) any claim relating specifically to a violation of any law, rule or regulation relating to the intellectual property licensed pursuant to Section 2 of this Agreement, and (IV) Thomson Reuters’ gross negligence or willful misconduct related to any Licensed Index, except, with respect to any of the foregoing in clauses (I)-(IV), to the extent that any such Losses result from the Licensee’s or the Indemnifying Licensee Entity’s willful misconduct or gross negligence related to any Permitted Licensee Product. Notwithstanding anything to the contrary in this Agreement, any amounts payable by Thomson Reuters or its Affiliates under this Agreement (including this Section 10(b)) and the aggregate liability of Thomson Reuters and its affiliates to the WGC Parties shall not exceed U.S. $400,000 (such amount, the “ Thomson Reuters Liability Cap ”). Thomson Reuters shall not be liable or otherwise responsible to any indemnified party for payment of any amount in excess of such Thomson Reuters Liability Cap.

If a claim is made that the Permitted Licensee Entity’s use of the Licensed Index and/or Licensed Thomson Reuters Marks in the manner authorized by this Agreement infringes any Intellectual Property Rights of any third-party, Thomson Reuters may, in Thomson Reuters’ sole and absolute discretion, either: (A) procure for the Permitted Licensee Entity the right to continue using the Licensed Index and/or Licensed Thomson Reuters Marks, (B) modify the Licensed Index and/or Licensed Thomson Reuters Marks to make the use noninfringing, (C) replace the Licensed Index and/or Licensed Thomson Reuters Marks with noninfringing products, or (D) terminate the applicable Schedule upon ninety (90) calendar days prior written notice to Licensee (or such lesser time as is required by the applicable court of competent jurisdiction or third-party claiming that the applicable materials are infringing); provided that in the event Thomson Reuters elects to proceed under (B), (C), or (D) herein, Licensee may terminate the applicable Schedule upon (60) sixty days prior written notice to Thomson Reuters (or such lesser time as is reasonably practicable for Licensee to provide under the circumstances).

This Section 10(b) sets forth Thomson Reuters’ sole and exclusive obligation and liability and Licensee’s and each Permitted Licensee Entity’s sole and exclusive remedy with respect to any claim that the Licensed Index and/or Licensed Thomson Reuters Marks infringe any Intellectual Property Right of any third-party.

(c) Indemnification Conditions. Each indemnifying party’s obligations under Section 10(a) and Section 10 (b) above are conditioned upon the following:

(i) The indemnifying party receiving prompt written notice of each such claim, action or proceeding (but the failure to do so shall not relieve the indemnifying party of any liability hereunder except to the extent the indemnifying party has been materially prejudiced therefrom).

(ii) The indemnifying party receiving reasonable cooperation by the indemnified party.

(iii) Subject to the provisions of Section 10(c)(iv), the indemnifying party shall have the right to control and direct the investigation, defense and settlement of each such claim; provided however, that the indemnifying party will not accept any settlement which does not provide the indemnified party with a complete release or imposes liability not covered by these indemnifications or places restrictions on the indemnified party without the indemnified party’s prior written consent, which consent will not be unreasonably withheld or delayed.

(iv) If any indemnified claim shall be brought or asserted against an indemnified party and it shall have notified the indemnifying party thereof, the indemnifying party shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified person and any others entitled to indemnification pursuant to Section 10(a) or Section 10(b) (as applicable) that the indemnifying party may designate in any proceeding for such indemnified claim and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless: (A) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (B) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; or (C) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them.

(v) Notwithstanding anything contained herein, Thomson Reuters shall not be liable hereunder if a claim is based on: (A) a combination of the Licensed Index and/or Licensed Thomson Reuters Marks with items not supplied by Thomson Reuters which is not a combination authorized under this Agreement and/or the applicable Schedule, (B) modifications to the Licensed Index and/or Licensed Thomson Reuters Marks not authorized by Thomson Reuters, (C) use of the Licensed Index and/or Licensed Thomson Reuters Marks in a manner not authorized by this Agreement, or (D) the Permitted Licensee Product unrelated to the Licensed Index or the Licensed Thomson Reuters Marks. Notwithstanding anything to the contrary herein, each indemnifying party’s obligations as set forth in Section 10(a) and Section 10(b) as such obligations relate to third-party infringement claims arising out of the indemnifying party’s Marks shall only apply to the extent the claim is based solely on the indemnifying party’s Marks portion of any Composite Marks ( i.e. , in the case of Licensee, the Licensee Marks; and the in the case of Thomson Reuters, the Thomson Reuters Marks); and for clarity, not on: (I) the Composite Marks as a whole, and/or (II) the other party’s Marks portion thereof (collectively, the “ Composite Mark Liability Limitation ”).

11.

Suspension of Performance .

Notwithstanding anything herein to the contrary, neither Party shall bear responsibility or liability under this Agreement or to third parties for any damages arising out of any delay in or interruptions of performance of their respective obligations under this Agreement due to any act of God, act of governmental authority, or act of public enemy, or due to war, the outbreak or escalation of hostilities, riot, fire, flood, civil commotion, terrorism, insurrection, strike, other work stoppage, or slow-down (except for such strike, work stoppage or slow-down caused by the party seeking to assert the benefit of this Section 11), severe and adverse weather conditions, power failure, communications line or other technological failure, or other similar cause beyond the reasonable control of the Party so affected; provided, however, that nothing in this Section 11 shall affect the obligations under Section 4 or Section 10.

12.

Injunctive Relief .

In the event of a Breaching Party’s breach of any material provision of this Agreement and/or of a Schedule relating to the Confidential Information of the Non-breaching Party, the Breaching Party acknowledges and agrees that damages would be an inadequate remedy and that the Non-breaching Party shall be entitled to seek preliminary and permanent injunctive relief to preserve such confidentiality or limit improper disclosure of such Confidential Information, but nothing herein shall preclude the Non-breaching Party from pursuing any other action or remedy for any breach or threatened breach of this Agreement and/or of a Schedule. All remedies under this Section 12 shall be cumulative.

13.

Other Matters .

(a) This Agreement and each Schedule is each solely and exclusively between the Parties hereto and thereto and, except to the extent otherwise expressly provided herein and/or therein, shall not be assigned or transferred, nor shall any duty hereunder be delegated, by either Party, without the prior written consent of the other Party, which consent shall not unreasonably be withheld, and any attempt to so assign or transfer this Agreement and/or any Schedule, or delegate any duty hereunder and or thereunder without such written consent shall be null and void. Notwithstanding the foregoing, WGC may assign (without such consent) its rights and obligations under this Agreement or any Schedule to any Affiliate that is listed as the sponsor of a Permitted Licensee Product in the registration statement for such Permitted Licensee Product. This Agreement shall be valid and binding on the Parties and their successors and permitted assigns.

(b) This Agreement, including the Schedules and Exhibits hereto (which are hereby expressly incorporated into and made a part of this Agreement), constitutes the entire agreement of the Parties hereto with respect to its subject matter, and supersedes any and all previous agreements between the Parties with respect to the subject matter of this Agreement. There are no oral or written collateral representations, agreements or understandings except as provided herein. To the extent there is any conflict between the provisions of this Agreement and the provisions of any Schedule, the provisions of such Schedule shall control and be binding.

(c) No waiver, modification or amendment of any of the terms and conditions hereof shall be valid or binding unless set forth in a written instrument signed by duly authorized representatives of both Parties. The delay or failure by either Party to insist, in any one or more instances, upon strict performance of any of the terms or conditions of this Agreement or to exercise any right or privilege herein conferred shall not be construed as a waiver of any such term, condition, right or privilege, but the same shall continue in full force and effect.

(d) No breach, default or threatened breach of this Agreement by either Party shall relieve the other Party of its obligations or liabilities under this Agreement with respect to the protection of the property or proprietary nature of any property which is the subject of this Agreement.

(e) All notices and other communications under this Agreement shall be: (i) in writing, and (ii) delivered by: (A) hand (with receipt confirmed in writing), or (B) by registered or certified mail (return receipt requested), or (C) by facsimile transmission (with receipt confirmed in writing) and ordinary mail, to the address or facsimile number set forth below, as applicable, or to such other address or facsimile number, as applicable, as either Party shall specify by a written notice to the other, and (iii) deemed given upon receipt.

If notice is being provided to Thomson Reuters:

With copies to:

If notice is being provided to a WGC Party:

Will Rhind

WGC USA, Inc.

510 Madison Avenue, 9th Floor

New York, NY 10022, United States of America

Email:

With copies to:

General Counsel

WGC USA, Inc.

510 Madison Avenue, 9th Floor

New York, NY 10022, United States of America

Email: brian.bellardo@gold.org

(f) This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of New York without reference to or inclusion of the principles of choice of law or conflicts of law of that jurisdiction. It is the intent of the Parties that the substantive law of the State of New York govern this Agreement and not the law of any other jurisdiction incorporated through choice of law or conflicts of law principles. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement shall be brought and prosecuted only in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York in and for the First Judicial Department and by execution of this Agreement, each Party hereto submits to the exclusive jurisdiction of such court (subject to removal to Federal court in accordance with applicable law in the case of any action commenced in State court) and waives any objection it might have based upon improper venue or inconvenient forum. Each Party hereto hereby waives any right it may have in the future to a jury trial in connection with any legal action, proceeding controversy or claim between the Parties arising out of or relating to this Agreement.

(g) Except as otherwise expressly provided herein, this Agreement is solely and exclusively for the benefit of the Parties hereto, any Permitted Licensee Entity and their respective successors, and nothing in this Agreement, express or implied, is intended to or shall confer on any other person or entity (including any purchaser of any Permitted Licensee Products), any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

(h) Sections 4(c), 5(h), 7(b), 7(c), 7(h), 7(i) (except the first sentence), 7(j), 8, 10, 12 and 13 shall survive the expiration or earlier termination of this Agreement.

(i) The Parties hereto are independent contractors. Nothing herein shall be construed to place the Parties in the relationship of partners or joint venturers, and neither Party shall acquire any power, other than as expressly provided in this Agreement, to bind the other in any manner whatsoever with respect to third parties.

(j) All references herein to “reasonable efforts” shall include taking into account all relevant commercial and regulatory factors. All references herein to “regulations” or “regulatory proceedings” shall include regulations or proceedings by self-regulatory organizations such as securities or futures exchanges. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement will include the corresponding masculine, feminine or neuter forms and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. The use of the words “include” or “including” in this Agreement will be by way of example rather than by limitation. The use of the words “or,” “either” or “any” will not be exclusive.

IN WITNESS WHEREOF , the Parties have caused this Agreement to be executed as of the Agreement Effective Date.


THOMSON REUTERS (MARKETS) LLC

By:
Name:
Title:

WGC USA, INC.

By:
Name:
Title:

EXHIBIT A

FORM OF SCHEDULE

SCHEDULE NO.

INDEX LICENSE AGREEMENT

THIS SCHEDULE NO. 1 (“SCHEDULE”) TO INDEX LICENSE AGREEMENT (“Agreement”), dated as of April , 2015, made by and between Thomson Reuters [Markets] LLC, (“ Thomson Reuters ”), having an office at 3 Times Square, New York, NY 10036, and [Name of WGC USA] (“ Licensee ”), having an office at 510 Madison Avenue, 9th Floor, New York, New York 10022, is dated as of April [ ], 2015 (“Schedule Effective Date”), and is made by and between Thomson Reuters and Licensee.

By signing below, Thomson Reuters and Licensee agree to comply with the terms of the Agreement with respect to the matters set forth herein, all of which are hereby incorporated by reference herein. In addition, the rights and obligations pursuant to this Schedule shall extend to any Permitted Licensee Entity in accordance with the terms of the Agreement. Capitalized terms used but not defined in this Schedule have the same meanings as in the Agreement.

Licensed Index : [ Thomson Reuters World Gold Council Global Gold Index ]

Licensed Thomso Reuters Marks : Thomson Reuters

Permitted Licensee Entity: [ Name of WGC USA; Name of Global Gold ETF ].

Licensed Territory : Worldwide.

Fees :

The Fees shall be the amount set forth in the Agreement [ ] .

For the avoidance of doubt, the calculation of the fee shall take place according to the following calculation methodology:

Total assets of the Permitted Licensee Product calculated in U.S. dollars for each calendar day of the quarter shall be summed and that sum shall then be divided by the actual number of calendar days in the calendar quarter to produce quarterly average assets. The quarterly average assets shall be multiplied by the specified fee rate to result in the quarterly fee.

The specified fee rate shall be divided by 365 and the resulting total shall then be multiplied by the number of days in the quarter to produce the quarterly fee rate.

The Fees (and Taxes, if applicable) will be due and payable by Licensee by wire transfer, in accordance with payment to be paid in accordance with the following instructions:

Thomson Reuters

TAXPAYER ID

Fed ABA:

Thomson Reuters (Markets) LLC

Account #:

Account Title: IB BEST (Index Fees from [ Name of Product ] )

Attn:

Product Exclusivity Period : The Schedule Term.

Exclusive Territory : Worldwide.

[ Intentionally left blank. ]

Schedule Initial Term : The Schedule Initial Term shall commence as of the Schedule Effective Date and shall remain in full force and effect for a period of three (3) years; provided, however that, if a WGC Party sponsors a Global Gold ETF, the Agreement shall remain in full force and effect, and the Schedule Initial Term shall extend until the business day immediately following the dissolution or winding down of the last Global Gold ETF sponsored by a WGC Party, unless and until this Schedule and/or the Agreement is terminated earlier as provided herein and/or therein.

10.

Thomson Reuters Disclaimers : See Exhibit A (Thomson Reuters Disclaimers) attached hereto and made a part hereof.

11.

[ Intentionally left blank .]

12.

Websites relating to the applicable Permitted Licensee Product : [ ]

IN WITNESS WHEREOF , the Parties have caused this Schedule to be executed as of the Schedule Effective Date.


Thomson Reuters (Markets) LLC

By:
Name:
Title:

[NAME OF SPONSOR]

By:
Name:
Title:

[LEGAL NAME OF GLOBAL GOLD ETF]

By:
Name:
Title:

Exhibit A

Thomson Reuters Disclaimers

[Note that the correct, specific dates/names are to be used in place of the terms “2013”,

“Permitted Licensee Product”, “Thomson Reuters”, “Licensee” and “Licensed Index,” where applicable]

“ Copyright [ ]

The [Permitted Licensee Product] is not sponsored, endorsed, sold or promoted by Thomson Reuters, Thomson Reuters makes no representation or warranty, express or implied, to the owners of the [Permitted Licensee Product] or any member of the public regarding the advisability of investing in securities generally or in the [Permitted Licensee Product] particularly or the ability of the [Licensed Index] to track the investment opportunities in the commodity futures and forwards markets or otherwise achieve its objective. [Thomson Reuters’] only relationship to [Licensee] is the licensing of the [Licensed Index] which is determined, composed and calculated by [Thomson Reuters] without regard to [Licensee] or the [Permitted Licensee Product]. [Thomson Reuters] has no obligation to take the needs of [Licensee] or the owners of the [Permitted Licensee Product] into consideration in determining, composing or calculating the {Licensed Index]. [Thomson Reuters] is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the [Permitted Licensee Product] to be issued or in the determination or calculation of the equation by which the [Permitted Licensee Product] is to be converted into cash. [Thomson Reuters] has no obligation or liability in connection with the administration, marketing or trading of the [Permitted Licensee Product].

THE [LICENSED INDEX] AND [PERMITTED LICENSEE PRODUCT] ARE PROVIDED “AS IS” WITH ANY AND ALL FAULTS. THOMSON REUTERS DOES NOT GUARANTEE THE AVAILABILITY, SEQUENCE, TIMELINESS, QUALITY, ACCURACY AND/OR THE COMPLETENESS OF THE [LICENSED INDEX] AND/OR THE [PERMITTED LICENSEE PRODUCT] AND/OR ANY DATA INCLUDED THEREIN, OR OTHERWISE OBTAINED BY [LICENSEE], OWNERS OF THE [PERMITTED LICENSEE PRODUCT], OR BY ANY OTHER PERSON OR ENTITY FROM ANY USE OF THE [LICENSED INDEX] AND/OR [PERMITTED LICENSEE PRODUCT]. THOMSON REUTERS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE [LICENSED INDEX] OR ANY DATA INCLUDED THEREIN, OR OTHERWISE OBTAINED BY [LICENSEE], OWNERS OF THE [PERMITTED LICENSEE PRODUCT], OR BY ANY OTHER PERSON OR ENTITY FROM ANY USE OF THE [LICENSED INDEX] AND/OR [PERMITTED LICENSEE PRODUCT]. THERE ARE NO REPRESENTATIONS OR WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE OF THIS DOCUMENT, IF ANY. ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE [LICENSED INDEX] AND/OR [PERMITTED LICENSEE PRODUCT], ARE DISCLAIMED INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE AND/OR AGAINST INFRINGEMENT AND/OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED BY AND/OR FROM THE USE OF THE [LICENSED INDEXES] AND/OR THE [PERMITTED LICENSEE PRODUCT]. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THOMSON REUTERS HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Exhibit 10.6

FORM OF

GOLD DELIVERY AGREEMENT

THIS GOLD DELIVERY AGREEMENT (this “ Agreement ”) dated as of [ ], 2015 (the “ Effective Date ”) is made by and between the Global Currency Gold Fund (the “ Fund ”), a series of the Global Currency Gold Trust (the “ Trust ”), a Delaware statutory trust, and J.P. Morgan Chase Bank, N.A., a national association organized under the laws of the United States (the “ Gold Delivery Provider ”).

WHEREAS , the Fund and the Gold Delivery Provider each desire to enter into the transactions contemplated by this Agreement subject to the terms herein; and

WHEREAS , WGC USA Asset Management Company, LLC (the “ Sponsor ”) desires to facilitate the transactions contemplated by this Agreement and agrees to become a party to this Agreement for the limited purposes specified herein and subject to the terms herein.

NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements contained herein, it is agreed as follows:

1. [Reserved]

2. Definitions .

(a) “ Administrator ” means the administrator of the Fund designated in the Fund’s Registration Statement.

(b) “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

(d) “ Authorized Participant ” or “ AP ” means a registered broker-dealer or other securities market participant, such as a bank or other financial institution that has entered into a “Participant Agreement” with respect to the Fund.

(e) “ Business Day ” means any Weekday that is (i) an Exchange Business Day, (ii) a Currency Business Day or (iii) a Gold Business Day.

(f) “ Change in Currency Notional ” means, with respect to any Business Day and any Currency Pair, the Change in Notional _i,t determined on such Business Day pursuant to Appendix A-1 of this Agreement.

(g) “ Change in Law Extraordinary Event ” means:

due to: (x) the adoption of, or any change in, any applicable law, regulation or rule (including, without limitation, any tax law) or (y) the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law, rule, regulation or order, in each case, the Gold Delivery Provider determines in good faith that:

(i) it is contrary to such law, rule, regulation or order for the Gold Delivery Provider and/or its affiliates to hold, acquire or dispose of (in whole or in part) any spot transaction, forward transaction or other related transaction relating to any Currency Pair on any Currency Business Day or any transaction referencing gold on any Gold Business Day;

(ii) holding a position in any financial asset relating to any Currency Pair on any Currency Business Day is (or, but for the consequent disposal or termination thereof, would otherwise be) in excess of any allowable position limit(s) applicable to the Gold Delivery Provider and/or its affiliates under any such law, rule, regulation or order;

(iii) holding a position in gold on any Gold Business Day is (or, but for the consequent disposal or termination thereof, would otherwise be) illegal, contrary to any law, rule, regulation or order or be in excess of any allowable position limit(s) applicable to the Gold Delivery Provider and/or its affiliates under any such law, rule, regulation or order;

(iv) the occurrence or existence of any (i) suspension or limitation imposed on trading in the underlying currencies or any financial asset relating to any Currency Pair on any Currency Business Day or (ii) any other event that causes trading in the underlying currencies or any financial asset relating to any Currency Pair on any Currency Business Day to cease; or

(v) a materially increased (as compared with circumstances existing on the Effective Date) amount of tax, duty, expense, cost of transacting or fee (other than commissions) would be required to (a) acquire, establish, reestablish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to trade in order to manage the price risk of entering into or performing its obligations with respect to this Agreement or (b) realize, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Gold Delivery Provider shall not result in a Change in Law Extraordinary Event.

(h) “ Component Currency ” means each currency listed on Schedule [ ].

(i) “ Control ,” “ Controlling ” and/or “ Controlled ” mean that the specified party, directly or indirectly, has the power to direct or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.

(j) “ Creation Order ” means an order for the issuance one or more Creation Units of the Fund submitted by an Authorized Participant and accepted by the Fund.

(k) “ Creation Order Acceptance Date ” means the Business Day on which a Creation Order is accepted by the Fund.

(l) “ Creation Order Hedge Cost ” has the meaning specified in Appendix A-3 of this Agreement.

(m) “ Creation Unit ” means the minimum number of Shares of the Fund that may be created or redeemed at any one time, typically no more than [100,000] Shares, as set forth in the Fund’s Registration Statement.

(n) “ Creation Unit Gold Delivery Amount ” means, an amount of Gold Ounces to be either delivered to, or received from, the Fund by an Authorized Participant in connection with such Authorized Participant’s Creation Order or Redemption Order, which amount reflects the Gold Delivery Amount Per Share associated with such an Creation Order or Redemption Order. The Creation Unit Gold Delivery Amount received from an Authorized Participant will be determined on the [Business Day] following the Creation Order Acceptance Date or Redemption Order Acceptance Date, as applicable, and will be calculated as set forth in Appendix A-4 of this Agreement.

(o) “ Creation Unit Ratio _{Post, t} ” has the meaning specified in Appendix A-1 of this Agreement.

(p) “Creation Unit Ratio _Pre,t ” has the meaning specified in Appendix A-1 of this Agreement.

(q) “ Currency Business Day ” means with respect to any Component Currency and its corresponding Currency Pair, each Weekday on which banks are generally scheduled to be open for business in the principal financial center of the lawful Currency Jurisdiction of such Component Currency and corresponding Currency Pair.

(r) “ Currency Convertibility Event ” means, with respect to any Component Currency on any Currency Business Day, an event (including the announcement of an event) that prevents, restricts or delays the Gold Delivery Provider’s ability to (i) convert such Component Currency into Dollars through customary legal channels; or (ii) convert such Component Currency into Dollars at a rate at least as favorable as the rate for domestic institutions located in the jurisdiction in the applicable Currency Jurisdiction.

(s) “ Currency Deliverability Event ” means, with respect to any Component Currency on any Currency Business Day, an event (including the announcement of an event) that prevents, restricts or delays the Gold Delivery Provider’s ability to (a) deliver such Component Currency from accounts inside its Currency Jurisdiction to accounts outside its Currency Jurisdiction or (b) deliver such Component Currency between accounts inside its Currency Jurisdiction or to a party that is a non-resident of such Currency Jurisdiction.

(t) “ Currency Discontinuity Event ” means, with respect to any Component Currency on any Currency Business Day, the occurrence or continuation of the pegging of such Component Currency to Dollars (or vice versa), the imposition of a “hard” or “soft” floor to the exchange rate of a currency pair or the controlled appreciation or devaluation by the applicable

Currency Jurisdiction (or any political subdivision or regulatory authority thereof) of such Component Currency relative to Dollars (or vice versa), as the Gold Delivery Provider determines in good faith and a commercially reasonable manner are likely to affect such Component Currency. The Gold Delivery Provider shall use commercially reasonable efforts to provide a written explanation of such determination to the Fund and the Sponsor promptly following such determination, but in any event no later than the end of the New York Business Day on which such determination was made; provided that such disclosure does not violate any agreements relating to confidentiality or any law, rule, regulation, order or contractual restriction applicable to the Gold Delivery Provider. Notwithstanding the foregoing, a Currency Discontinuity Event shall not be deemed to occur if it would not adversely affect the Gold Delivery Provider’s ability to perform its obligations under this Agreement in a commercially reasonable manner (as determined by the Gold Delivery Provider reasonably and in good faith).

(u) “ Currency Jurisdiction ” means, with respect to any Component Currency, the jurisdiction in which such Component Currency is the lawful currency and, with respect to the U.S. Dollar, the United States of America.

(v) “ Currency Pair ” means the Dollar base currency pair corresponding to each Component Currency as listed on Schedule [ ].

(w) “ Custodian ” means the custodian of the Fund as set forth in the Fund’s Registration Statement.

(x) “ Custody Agreement ” means the current Custody Agreement in place between the Custodian and the Fund.

(y) “ Cut-Off Time ” means, on any date of determination, [5:00] p.m. (London time) or any later time as the Gold Delivery Provider may specify in good faith in order to account for any Market Disruption Event, Extraordinary Event or other delay in the publication of any applicable rate or value.

(z) “ Delayed Gold PM Fix ” shall have the meaning assigned to such term in paragraph (aaa) of Section 2.

(aa) “ Delayed WMR 3:00 P.M. Spot Rate ” shall have the meaning assigned to such term in paragraph (ssss) of Section 2.

(bb) “ Deliver ” or “ Delivery ” means, with respect to Section 6, Section 7 and Section 9 herein, the delivery by the Transferor of the required amount of Gold Ounces into the [allocated account] of the Transferee .

(cc) “ Delivery Date ” means, with respect to Section 7 herein and any Gold Delivery Amount, the second Gold Business Day (T + 2) following the day the Net FX PnL (USD) Amount used to calculate the Gold Delivery Amount was determined.

(dd) “ Disappearance of Gold Reference Price ” means (a) the permanent discontinuation of gold trading by market participants that transact with or through dealers of the LBMA, (b) the disappearance of, or of trading in, gold or (c) the disappearance, permanent discontinuance or unavailability of the Gold PM Fix.

(ee) “ Dollars ” or “ $ ” means the lawful currency of the United States of America.

(ff) “ Exchange ” means the primary exchange or other securities market on which the Shares are listed for trading.

(gg) “ Exchange Business Day ” means any day on which the Exchange is scheduled to be open for business.

(hh) “ Extraordinary Event ” means:

(i) a TN Price Source Disruption Extraordinary Event

(ii) a Change in Law Extraordinary Event;

(iii) any FX Succession Event;

(iv) the occurrence of any FX Market Disruption Event with respect to any Component Currency or Currency Pair on five consecutive Currency Business Days;

(v) the occurrence of any Gold Market Disruption Event on five consecutive Gold Business Days;

(vi) the failure of the Parties to enter into a Potential Extraordinary Event Amendment within 30 calendar days (or such longer timeframe as mutually agreed to by the Parties in writing) following the occurrence of a Potential Extraordinary Event; or

(vii) the occurrence of any of the following (i) five Fund Published Price Elections of the Market FX Spot Rate in any period of 30 consecutive Currency Business Days, (ii) five Fund Published Price Elections of the Market Gold Spot Price in any period of 30 consecutive Gold Business Days or Publication Days, or (ii) five Fund Published Price Elections of the Market TN Bid or Market TN Ask in any period of 30 consecutive Currency Business Days.

(ii) “ Fund Indemnified Party ” shall have the meaning assigned to such term in Section 15 herein.

(jj) “ Fund Published Price Election ” means an election by the Fund to exercise its right to not accept the Market FX Spot Rate, Market Gold Spot Price, Market TN Bid, and Market TN Ask, as applicable, pursuant to the provisions of Section 6.

(kk) “ FX Close-Out Amount ” shall have the meaning assigned to such term in Section 12 herein.

(ll) “ FX Market Disruption Event ” means, with respect to any Component Currency or Currency Pair, any of:

(i)

a WMR 3:00 P.M. Spot Rate Price Source Disruption;

(ii)

a Currency Convertibility Event;

(iii)

a Currency Deliverability Event;

(iv)

a Liquidity Event;

(v)

a Currency Discontinuity Event; and

(vi)

an FX Taxation Event.

(mm) “ FX Roll Day ” means, with respect to any Currency Pair, a Business Day on which the Spot Date for such Currency Pair is immediately after (and not the same as) the Spot Date with respect to the immediately preceding Currency Business Day.

(nn) “ FX Succession Event ” means, with respect to any Component Currency on any Currency Business Day, an event in which (i) such Component Currency is lawfully eliminated and replaced with, converted into, redenominated as, or exchanged for, another currency or (ii) such Component Currency divides into two or more countries or economic regions, as applicable, each with a different lawful currency immediately after that event.

(oo) “ FX Spot Rate Price Inaccuracy ” means, with respect to any Currency Pair on any Currency Business Day, any perception among market participants generally that the WMR 4:00 P.M. Spot Rate (including the bid/ask spread with respect thereto) with respect to such Currency Pair on such Currency Business Day is inaccurate by reference to the market spot rate as generally observed among market participants (such price, the “ Market FX Spot Rate ”), as determined by the Gold Delivery Provider in its good faith and commercially reasonable discretion by reference to publicly available pricing sources, other pricing sources available to the Gold Delivery Provider (such as foreign exchange spot rates provided by Electronic Broking Services) or other similar supporting evidence relating to an actual transaction ( or transactions) deemed reasonable in good faith by the Gold Delivery Provider, on a case by case basis. The Gold Delivery Provider shall, if requested by the Fund, promptly provide the method and source information (including, e.g ., dealer quotes, broker quotes or electronic trading data) used by the Gold Delivery Provider in arriving at its determination that an FX Spot Rate Price Inaccuracy has occurred, provided that such disclosure does not violate any agreements relating to confidentiality or any law, rule, regulation, order or contractual restriction applicable to the Gold Delivery Provider.

(pp) “ FX Taxation Event ” means, with respect to any Component Currency on any Currency Business Day, the implementation by its Currency Jurisdiction (or any political subdivision or regulatory authority thereof) or the publication of any notice of an intention to implement any changes to the laws or regulations relating to foreign investment in such Currency Jurisdiction (including, but not limited to, changes in tax laws and/or laws relating to capital markets and corporate ownership), which the Gold Delivery Provider determines in good faith and in a commercially reasonable manner are likely to materially affect an investment made in such Component Currency.

(qq) “ Global Gold ETF ” means an exchange traded product, exchange traded fund or exchange traded note (“ ETN ”) that seeks to track the performance of an index (the “ Index ”), or multiple or inverse of such Index, whose calculation methodology is substantially similar or related to the transactions contemplated by this Agreement, and whose shares or units are listed for trading on one or more securities exchanges or markets. For the avoidance of doubt, a Global Gold ETF does not include warrants, debt instruments (other than ETNs), options, futures contracts, derivatives, swaps, options, forwards or structured products based on the Index (including structured product and debt instruments that may be listed on a non-U.S. exchange but which are not marketed as an exchange traded product, exchange traded fund or ETN and which do not compete directly with a Global Gold ETF).

(rr) “ Gold ” means gold bullion meeting the requirements of London Good Delivery.

(ss) [ “Gold Business Day ” means any day other than a day on which the London gold market is open for trading for less than a full business day and transaction procedures required under this Agreement to be executed or completed before the close of the business day may not be so executed or completed as a result.]

(tt) “ Gold Delivery Amount ” means with respect to any Gold Business Day or Publication Day, the amount of Gold Ounces, determined pursuant to Appendix A-2 of this Agreement, equal to the absolute value of the quotient of (i) the Net FX PnL (USD) Amount for the immediately preceding Publication Day and (ii) the Gold PM Fix _{side t} applicable to such Net FX PnL (USD) Amount; provided that if no Gold PM Fix _{side t} appears at or after 3:00 p.m. (London time) on such Gold Business Day, then the Gold Delivery Amount shall be calculated by reference to the first Gold PM Fix _{side t} appearing thereafter. Notwithstanding the foregoing, on any Publication Day immediately following a Currency Business Day for any Currency Pair on which a Market Disruption Event has occurred with respect to such Currency Pair, the Gold Delivery Provider shall not be required to calculate the Gold Delivery Amount.

(uu) “ Gold Delivery Amount Per Share ” means with respect to any Gold Business Day or Publication Day, the Gold Delivery Amount for such day divided by the number of Shares outstanding as of the start of such day.

(vv) “ Gold Delivery Deadline ” means the time set forth in Appendix [●] of this Agreement.

(ww) “ Gold Delivery Provider Indemnified Party ” shall have the meaning assigned to such term in Section 15 herein.

(xx) “ Gold Forward Rate ” means with respect to any Gold Business Day, the rate of Gold, expressed as a percentage in U.S. Dollars with a tenor of three months as published on the applicable Gold Business Day on Bloomberg page [ ], or if such rate is not available, the most recent rate observed on such page, immediately prior to such Gold Business Day.

(yy) “ Gold Market Disruption Event ” means any of:

(i)

a Gold Trading Disruption;

(ii)

a Gold Price Source Disruption; and

(iii)

a Disappearance of Gold Reference Price.

(zz) “ Gold Ounce ” means one fine troy ounce (equal to 1.0971428 ounces avoirdupois) of Gold.

(aaa) “ Gold PM Fix ” means, with respect to any Gold Business Day, and except as otherwise noted herein, the LBMA Gold Price PM on such Gold Business Day; provided that if the Gold PM Fix _{side t} is available at any time after 3:00 p.m. (London time) and on or before 3:30 p.m. (London time), in each case on such Gold Business Day (the “ Delayed Gold PM Fix ”), then such Delayed Gold PM Fix shall constitute the Gold PM Fix on such Gold Business Day.

(bbb) “ Gold PM Fix _{side t} ” is calculated as set forth in Appendix A-2 of this Agreement.

(ccc) “ Gold Price Inaccuracy ” means, with respect to any Gold Business Day or Publication Day, and only if there has been a material change to the Gold PM Fix after the Effective Date of this Agreement, as determined by the Gold Deliver Provider in its good faith and commercially reasonable discretion, any perception among market participants generally that the Gold PM Fix (including the bid/ask spread with respect thereto) on such Gold Business Day or Publication Day is inaccurate by reference to the market gold spot price as generally observed among market participants (such price, the “ Market Gold Spot Price ”), as determined by the Gold Delivery Provider in its good faith and commercially reasonable discretion by reference to publicly available pricing sources, other pricing sources available to the Gold Delivery Provider or other supporting evidence deemed reasonable in good faith by the Gold Delivery Provider, on a case by case basis. The Gold Delivery Provider shall, if requested by the Fund, promptly provide the method and source information (including, e.g., dealer quotes, broker quotes or electronic trading data) used by the Gold Delivery Provider in arriving at its determination that a Gold Price Inaccuracy has occurred provided that such disclosure does not violate any agreements relating to confidentiality or any law, rule, regulation, order or contractual restriction applicable to the Gold Delivery Provider.

(ddd) “ Gold Price Source Disruption ” means, with respect to any Gold Business Day or Publication Day, the Gold PM Fix on such Gold Business Day is not available pursuant to the definition thereof (including the proviso thereto).

(eee) “ Gold Trading Disruption ” means, with respect to any Gold Business Day or Publication Day, the material suspension of, or the material limitation imposed on, trading in physical gold by market participants that trade physical gold with or through dealers of the LBMA on such Gold Business Day, as determined by the Gold Delivery Provider in its good faith and commercially reasonable discretion.

(fff) “ Initial Term ” means the period of time specified in Section 16 herein.

(ggg) “ LBMA ” means The London Bullion Market Association.

(hhh) “ LBMA Gold Price PM ” means the price per troy ounce of Gold stated in U.S. dollars as set via an electronic auction process run at 3:00 P.M. London time each [Gold Business Day] as calculated and administered by ICE Benchmark Administration Limited and published by LBMA on its website.

(iii) “ Liquidity Event ” means, with respect to any Component Currency on any Currency Business Day, the imposition by its Currency Jurisdiction or, without duplication, the United States of any capital or currency controls (such as a restriction placed on the holding of assets in or transactions through any account in such Currency Jurisdiction or the United States by a non-resident of such Currency Jurisdiction or the United States, as applicable) or the publication of any notice of an intention to do so, which the Gold Delivery Provider determines in good faith and in a commercially reasonable manner is likely to materially affect an investment made in the relevant Component Currency, in each case, on such Currency Business Day.

(jjj) “ London Good Delivery ” shall have the meaning assigned in the Good Delivery Rules for Gold and Silver Bars contained in the rules promulgated by the LBMA.

(kkk) “ London time ” means London, England time.

(lll) “ Market Disruption Event ” means (a) with respect to any Currency Business Day, an FX Market Disruption Event with respect to any Component Currency or Currency Pair or (b) with respect to any Gold Business Day a Gold Market Disruption Event.

(mmm) “ Market TN Ask” shall have the meaning assigned to such term in paragraph (kkkk) of this Section.

(nnn) “ Market TN Bid” shall have the meaning assigned to such term in paragraph (kkkk) of this Section.

(ooo) “ Net FX PnL (USD) Amount ” means the amount calculated pursuant to Appendix A-1.

(ppp) “ New York Business Day ” means each Weekday on which banks are generally scheduled to be open for business in New York.

(qqq) “ Number of Shares ” means, on any [Business Day], the number of issued and outstanding Shares on such [Business Day] (i) excluding any Creation Orders and Redemption Orders accepted by the Fund on such [Business Day], but (ii) including any Creation Orders or Redemption Orders accepted by the Fund on any previous [Business Day] which have not yet settled.

(rrr) “ Party ” means the Fund and the Gold Delivery Provider.

(sss) “ Person ” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or another entity, including a governmental entity (or any department, agency or political subdivision thereof).

(ttt) “ Potential Extraordinary Event ” means the public announcement of an event that is scheduled to occur more than [30] calendar days after such public announcement that the Gold Delivery Provider determines, in its good faith and commercially reasonable discretion, may result in an Extraordinary Event.

(uuu) “ Public Source ” means any of the following (or any successor thereto): (a) Bloomberg Service, (b) Dow Jones Telerate Service, (c) Reuter Monitor Money Rates Services, (d) Dow Jones News Wire, (e) Wall Street Journal, (f) New York Times, (g) Nihon Keizai Shinbun, (h) Asahi Shinbun, (i) Yomiuri Shinbun, (j) Financial Times, (k) La Tribune, (l) Les Echos, (m) The Australian Financial Review, (n) any other source that is a main source of business news in any Currency Jurisdiction and (o) any other internationally recognized published or electronically displayed news sources.

(vvv) “ Publication Day ” means each Weekday on which banks are generally scheduled to be open for business in both New York and London and on which the Gold PM Fix _{side t} , the WMR Spot Rate for each Currency Pair and the applicable TN Forward Points are all scheduled to be published.

(www) “ Publicly Available Information ” means, with respect to any fact or circumstance, information that reasonably confirms any such fact or circumstance and (a) has been published in a Public Sources, regardless of whether the reader or user thereof pays a fee to obtain such information or (b) is contained in any order, decree, notice or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body.

(xxx) “ Qualifying TN Quotation ” means, with respect to any Currency Pair on any FX Roll Day, a quotation in the foreign exchange markets relating to a tomorrow/next forward transaction referencing such Currency Pair which:

(i) is obtained from a foreign exchange broker or dealer or a quotation screen or other information source;

(ii) is of a relevant size relative to the “Change in Currency Notional”, as determined by the Spot Gold Provider based on such factors as the Currency Pair and the then-current level of liquidity for transactions in such Currency Pair; and

(iii) is quoted at any time between 10:00 a.m. (London time) and 10:20 a.m. (London time) on such FX Roll Day.

(yyy) “ Qualifying TN Transaction ” means, with respect to any Currency Pair on any Currency Business Day, a transaction in the foreign exchange markets relating to the execution of a tomorrow/next forward referencing such Currency Pair which:

(i) is from an electronic broker service, a voice broker service or transactions between foreign exchange dealers or in respect of a client transaction;

(ii) is not a transaction between parties who are Affiliates except if such transactions was (x) directed pursuant to a client transaction or (y) a principal transaction in connection with market making activities (even if such transactions are entered into at arm’s length and in good faith); and

(iii) is of a relevant size, relative to the “Currency Notional Position”, as determined by the Gold Delivery Provider in good faith based on such factors as the Currency Pair and the then-current level of liquidity for transactions in such Currency Pair (provided that the Gold Delivery Provider may, in its reasonable discretion, treat transactions of a lesser size as Qualifying TN Transactions for purposes of determining whether a TN Price Inaccuracy has occurred).

(zzz) “ Redemption Order ” means an order to redeem one or more Creation Units submitted by an Authorized Participant and accepted by the Fund.

(aaaa) “ Redemption Order Acceptance Date ” means the [Business Day] on which a Redemption Order is accepted by the Fund.

(bbbb) “ Redemption Order Hedge Cost ” has the meaning specified in Appendix A-3 of this Agreement.

(cccc) “Registration Statement ” means the registration statement of the Trust with respect to the Fund as currently effective and on file with the SEC and as the same may be amended or supplemented from time to time thereafter or any successor registration statement in respect of the Shares.

(dddd) “ SEC” means the U.S. Securities and Exchange Commission.

(eeee) “ Settlement Date ” means, with respect to a Creation Order or Redemption Order, the date that is three [Business Days] following the date on which the Creation Order or Redemption Order, as applicable, is accepted by the Fund (“T + 3”).

(ffff) “ Share ” means a share of or interest in the Fund and the “ Shares ” means all shares of or interests in the Fund.

(gggg) “ Spot Date ” means, with respect to any Currency Pair on any Currency Business Day, the settlement date of a foreign exchange transaction traded on such Currency Business Day in that Currency Pair for immediate delivery.

(hhhh) ““ TN 10:00 A.M. Forward Points ” means, with respect to any Currency Pair on any Currency Business Day, the TN Forward Points with respect to such Currency Pair appearing at or about 10:00 a.m. (London time) on such Currency Business Day; provided that:

(i) if the TN Forward Points for such Currency Pair are not available at or about 10:00 a.m. (London time) but are available at any time between 10:00 a.m. (London time) and at or about 11:00 a.m. (London time), in each case on such Currency Business Day, then the first such available TN Forward Points shall constitute the TN 10:00 A.M. Forward Points for such Currency Pair on such Currency Business Day;

(ii) if clause (i) above does not apply but the TN Forward Points for such Currency Pair are available at any time between 11:00 a.m. (London time) and at or about 5:00 p.m. (London time) on such Currency Business Day, then the earliest of such available TN Forward Points shall constitute the TN 10:00 A.M. Forward Points for such Currency Pair on such Currency Business Day; provided that for all purposes hereof, the bid/ask spread with respect to the TN 10:00 A.M. Forward Points for such Currency Pair on such Currency Business Day shall be the applicable bid/ask spread times two; and

(iii) if neither clause (i) nor clause (ii) applies, then the most recent available TN 10:00 A.M. Forward Points ( provided that in no event shall any such TN 10:00 A.M. Forward Points be more than five Currency Business Days old) shall constitute the TN 10:00 A.M. Forward Points for such Currency Pair on such Currency Business Day after the applicable TN Day Count Adjustment has been applied; provided that for all purposes hereof, the bid/ask spread with respect to the TN 10:00 A.M. Forward Points for such Currency Pair on such Currency Business Day shall be the applicable bid/ask spread times two; provided , further, that the application of this clause (c) for a period of five consecutive Currency Business Days shall constitute a “ TN Price Source Disruption Extraordinary Event ”.

(iiii) “ TN Day Count Adjustment ” means, on a Currency Business Day for a given Currency Pair, the ratio of (a) the T/N Day Count Fraction on such Currency Business Day for such Currency Pair to (b) by the T/N Day Count Fraction for such Currency as of the Currency Business Day on which the TN 10:00 A.M. Forward Points were last available and therefore constituted the “TN 10:00 A.M. Forward Points” (provided that they shall not be more than five Currency Business Days old) for the purpose of implementing clause (iii) of the definition of “TN 10.00 A.M. Forward Points”.

(jjjj) “ TN Day Count Fraction ” means, on a Currency Business Day for a given Currency Pair, the day count fraction in “Actual/360” convention where the numerator is the number of calendar days from but excluding the Spot Date for such Currency Pair as of the immediately preceding FX Roll Day to and including the Spot Date for such Currency Pair as of such Currency Business Day.

(kkkk) “ TN Forward Points ” means, with respect to any Currency Pair on any Currency Business Day, the arithmetic mean of the bid and offer forward points for the period from but excluding the Spot Date with respect to the immediately preceding FX Roll Day to and including the Spot Date for such Currency Business Day appearing on the Reuters page set forth for such Currency Pair on Schedule [ ].

(llll) “ TN Price Inaccuracy ” means, with respect to any Currency Pair on any Currency Business Day, (a) (i) the bid with respect to the TN 10:00 A.M. Forward Points with respect to such Currency Pair is higher than the bid with respect to such Currency Pair calculated by the Gold Delivery Provider in good faith and in a commercially reasonable manner by reference to one or more Qualifying TN Transactions or one or more Qualifying TN Quotations (the “ Market TN Bid ”) or (ii) the ask with respect to the TN 10:00 A.M. Forward Points with respect to such Currency Pair is lower than the ask with respect to such Currency Pair calculated by the Gold Delivery Provider in good faith and in a commercially reasonable manner by reference to one or more Qualifying TN Transactions or one or more Qualifying TN Quotations (the “ Market TN

Ask ”) and (b) the Gold Delivery Provider shall have notified the Fund of such circumstance prior to [ ] p.m. (London time) on such Business Day. The Gold Delivery Provider shall, if requested by the Fund, promptly provide the method and source information (including, e.g., dealer quotes, broker quotes or electronic trading data) used by the Gold Delivery Provider in arriving at its determination that a TN Price Inaccuracy has occurred provided that such disclosure does not violate any agreements relating to confidentiality or any law, rule, regulation, order or contractual restriction applicable to the Gold Delivery Provider.

(mmmm) “ TN Price Source Disruption Extraordinary Event ” shall have the meaning assigned to such term in paragraph (-) of this Section.

(nnnn) “ Transferee ” means the party to which Gold Ounces are to be transferred ( i.e ., delivered) pursuant to this Agreement.

(oooo) “ Transferor ” means the party from which Gold Ounces are to be transferred pursuant to this Agreement.

(pppp) “ United States ” means the United States of America or any political subdivision or regulatory authority thereof.

(qqqq) “ Unrealized FX PnL Close-Out Amount ” shall have the meaning assigned to such term in Section 12 herein.

(rrrr) “ Weekday ” means each calendar day other than a Saturday or Sunday.

(ssss) “ WMR 3:00 P.M. Spot Rate ” means, with respect to any Currency Pair on any Publication Day, the WMR Spot Rate for such Currency Pair appearing at or about 3:00 p.m. (London time); provided that i f the WMR Spot Rate for such Currency Pair is available at any time between 3:00 p.m. (London time) and at or about 3:30 p.m. (London time), in each case on such Publication Day (the “ Delayed WMR 3:00 P.M. Spot Rate ”), then the Delayed WMR 3:00 P.M. Spot Rate shall constitute the WMR 3:00 P.M. Spot Rate for such Currency Pair on such Currency Business Day.

(tttt) “ WMR 3:00 P.M. Spot Rate Price Source Disruption ” means, with respect to any Currency Pair on any Currency Business Day, that the WMR 3:00 P.M. Spot Rate for such Currency Pair is not available pursuant to the definition thereof (including the proviso thereto).

(uuuu) “ WMR 4:00 P.M. Spot Rate ” means, with respect to any Currency Pair on any Currency Business Day, the WMR Spot Rate for such Currency Pair appearing at or about 4:00 p.m. (London time) on such Business Day; provided that if the WMR Spot Rate for such Currency Pair is not available at or about 4:00 p.m. (London time) on such Currency Business Day, then:

(i) if the WMR Spot Rate for such Currency Pair is available at any time between 4:00 p.m. (London time) and at or about 5:00 p.m. (London time), in each case on such Business Day, then such available WMR Spot Rate shall constitute the WMR 4:00 P.M. Spot Rate for such Currency Pair on such Business Day or

(ii) if the WMR Spot Rate for such Currency Pair is not available at any time between 4:00 p.m. (London time) and at or about 5:00 p.m. (London time), in each case on such Business Day, (1) then the Gold Delivery Provider shall determine the WMR 4:00 P.M. Spot Rate for such Currency Pair on such Business Day in good faith and in a commercially reasonable manner.

(vvvv) “ WMR Spot Rate ” means, at any time, with respect to any Currency Pair, the Reuters page set forth for such Component Currency on Schedule [ ].

3. Representation and Warranties .

(a) Each Party represents to the other Party as of the Effective Date that:

(i) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing;

(ii) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, and to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement; and it has taken all necessary action to authorize such execution, delivery and performance;

(iii) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

(iv) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

4. Exclusivity .

During the term of this Agreement as specified under Section 16, the Gold Delivery Provider agrees that it will not: (i) itself create, launch or market any Global Gold ETF, and/or (ii) provide services to, or engage in any transactions with, any Affiliate or third party that are substantially similar to the transactions contemplated by this Agreement for the purposes of creating a Global Gold ETF.

5. Conditions Precedent .

On each [Business Day], the obligations of the Fund and the Gold Delivery Provider pursuant to Sections 6, 7 and 8 herein shall be (i) contingent upon the completion by the Fund and the Gold Delivery Provider of their respective obligations as set forth in Section 5(b) and 5(c) herein, and (ii) subject to the dispute resolution provisions in Section 8.

(a) Fund Obligations . On each [Business Day] the Fund shall communicate the following information to the Gold Delivery Provider and the Sponsor at or prior to 3:00 p.m. (London Time):

(1)

the Creation Unit Ratio _Pre,t on such [Business Day];

(2)

the number of Shares outstanding at the start of such [Business Day] (for the avoidance of doubt, the number of Shares so calculated shall (x) exclude any Shares created or redeemed pursuant to Creation Orders or Redemption Orders accepted by the Fund on such [Business Day] and (y) include any Shares created or redeemed pursuant to Creation Orders or Redemption Orders accepted by the Fund (whether settled or unsettled) on any previous Business Day) _;

(3)

the number of Creation Units that are being created on such [Business Day]; and

(4)

the number of Creation Units that are being redeemed on such [Business Day].

In addition, the Fund shall communicate the occurrence of any dispute to the Gold Delivery Provider as to calculations and determinations in accordance with Section 8 herein.

(b) The Gold Delivery Provider Obligations .

(1)

On each [Currency Business Day] with respect to any Currency Pair, the Gold Delivery Provider shall inform the Sponsor and the Fund, at or prior to the Cut-Off Time, of whether any FX Market Disruption Event or Extraordinary Event has occurred with respect to such Currency Pair on such Currency Business Day; and

(2)

on each [Gold Business Day], the Gold Delivery Provider shall inform the Sponsor and the Fund, at or prior to the Cut-Off Time, of whether any Gold Market Disruption Event or Extraordinary Event has occurred with respect to Gold on such Gold Business Day.

6. Calculation and Delivery of the Net Currency Gain or Loss .

(a) On each Publication Day, if neither a Market Disruption Event nor an Extraordinary Event has occurred or is continuing on such Publication Day, the Gold Delivery Provider shall calculate the Net FX PnL (USD) Amount for such Publication Day.

(b) The Gold Delivery Provider shall inform the Fund and the Sponsor electronically (or by any other commercial means) of the Dollar amount of such calculation by the Cut-Off Time on each Publication Day.

(c) On any Currency Business Day in which the Gold Delivery Provider determines there is an FX Spot Rate Price Inaccuracy, the Gold Delivery Provider shall notify the Fund of such determination by [ ] on such Currency Business Day. Promptly after receipt of such notification, but in any event no later than [ ] on such Currency Business Day, the Fund shall notify the Gold Delivery Provider whether (i) it accepts the Market FX Spot Rate for such Currency Pair, in which case the Gold Delivery Provider shall use the Market FX Spot Rate for such Currency Pair to calculate the Net FX PnL for such Currency Business Day, or (ii) it does not accept the Market FX Spot Rate for such Currency Pair, in which case the Gold Delivery Provider shall use the WMR Spot Rate for such Currency Pair to calculate the Net FX PnL for such Currency Business Day.

(d) On any Gold Business Day or Publication Day in which the Gold Delivery Provider determines there is a Gold Price Inaccuracy, the Gold Delivery Provider shall notify the Fund of such determination by [ ] on such Gold Business Day or Publication Day. Promptly after receipt of such notification, but in any event no later than [ ] on such Gold Business Day or Publication Day, the Fund shall notify the Gold Delivery Provider whether (i) it accepts the Market Gold Spot Price, in which case such Market Gold Spot Price rate shall be used to calculate the Net FX PnL for such Gold Business Day or Publication Day, or (ii) it does not accept the Market Gold Spot Price, in which case the Gold Delivery Provider shall use the Gold PM Fix to calculate the Net FX PnL for such Gold Business Day or Publication Day.

(e) On any Currency Business Day in which the Gold Delivery Provider notifies the Fund of a TN Price Inaccuracy, the Fund, promptly after receipt of such notification, but in any event no later than [ ] on such Currency Business Day, shall notify the Gold Delivery Provider whether (i) it accepts the Market TN Bid or the Market TN Ask, in which case such the Gold Delivery Provider shall use the Market TN Bid or Market TN Ask, as applicable, for such Currency Pair to calculate the Net FX PnL for such Currency Business Day, or (ii) it does not accept the Market TN Bid or the Market TN Ask, in which case the Gold Delivery Provider shall use the bid or ask with respect to the TN 10:00 A.M. Forward Points for such Currency Pair, as applicable, to calculate the Net FX PnL for such Currency Business Day.

(f) The treatment of the Net FX PnL (USD) Amount shall be as follows:

(1)

If the Net FX PnL (USD) Amount for the Fund on a Publication Day is a positive number (i.e., represents a currency gain in favor of the Fund), the Gold Delivery Provider shall be obligated to Deliver to the Fund a number of Gold Ounces equivalent in value to the Net FX PnL, pursuant to the provisions of Section 7.

(2)

If the Net FX PnL (USD) Amount for the Fund on a Publication Day is a negative number, (i.e., represents a currency loss with respect to the Fund), the Fund shall be obligated to Deliver to the Gold Delivery Provider a number of Gold Ounces equivalent to the value of the Net FX PnL, pursuant to the provisions of Section 7.

(3)

If the Net FX PnL (USD) Amount for the Fund on a Publication Day is zero, no amount shall be due to either Party.

7. Calculation and Delivery of the Gold Delivery Amount .

(a) On each Publication Day, if neither Market Disruption Event nor an Extraordinary Event has not occurred or is continuing on such Publication Day, the Gold Delivery Provider shall calculate the Gold Delivery Amount.

(b) The Gold Delivery Provider shall use its commercially reasonable efforts to inform the Fund and the Sponsor electronically of the Gold Delivery Amount by the Cut-Off Time on each Publication Day.

(c) The treatment of the Gold Delivery Amount will vary depending on whether the Gold Delivery Amount is a positive number, a negative number or zero.

(1)

If the Gold Delivery Amount with respect to the Fund is a positive number, the Gold Delivery Provider will Deliver a number of Gold Ounces equal to the Gold Delivery Amount on the Delivery Date.

(2)

If the Gold Delivery Amount with respect to the Fund is a negative number, the Fund will Deliver a number of Gold Ounces equal to the absolute value of the Gold Delivery Amount to the Gold Delivery Provider on the Delivery Date.

(3)

If the Gold Delivery Amount with respect to the Fund is equal to zero, then neither the Fund nor the Gold Delivery Provider will Deliver any Gold to the other party.

8. Disputes as to Calculations and Determinations .

(a) Prior to [ ] on any Publication Day, if the Fund shall notify the Gold Delivery Provider in writing (including email) that it believes in good faith that either the Net FX PnL (USD) Amount as calculated by the Gold Delivery Provider pursuant to Section 6 or the Gold Delivery Amount as calculated by the Gold Delivery Provider pursuant to Section 7 is in error (together with delivery of appropriate evidence or calculations supporting such belief), then the Gold Delivery Provider and the Fund shall use commercially reasonable efforts in good faith to resolve such dispute as soon as practicable. On each Business Day on which a dispute is outstanding between the Fund and the Gold Delivery Provider, the Fund may, in its sole discretion, suspend or reject Creation Orders or Redemption Orders or continue to accept Creation Orders and Redemption Orders as binding by the Fund, provided, that (i) the Fund shall notify the Gold Delivery Provider in writing (including email) of its decision, as applicable, to suspend, reject or accept Creation Orders and Redemption Orders by [ ] London time on such Publication Day (“Instructions”), and (ii) if the Fund elects to continue to accept Creation Orders and Redemption Orders as binding by the Fund, the Gold Delivery Provider shall only determine

the Net FX PnL (USD) Amount and the Gold Delivery Amount relating to, and execute its obligations hereunder in respect of, such Creation or Redemption Orders using market data available (1) on the Business Day such dispute is resolved between the Fund and Gold Delivery Provider if such dispute is resolved prior to [ ] (London Time) on such Business Day and (2) on the Business Day immediately following the Business Day on which such dispute is resolved between the Fund and the Gold Delivery Provider if such dispute is resolved after [ ] (London Time) on such Business Day.

(b) Prior to [ ] on any Publication Day, if the Fund shall notify the Gold Delivery Provider that it believes in good faith that any Market Disruption Event or Extraordinary Event as determined by the Gold Delivery Provider has not occurred (together with delivery of appropriate evidence supporting such belief), then the Gold Delivery Provider and the Fund shall use commercially reasonable efforts in good faith to resolve such dispute as soon as practicable, provided that until resolution, the second sentence of clause (a) above shall continue to apply.

(c) Notification of a dispute (or any lack of such notification) shall not relieve Gold Delivery Provider of any of its obligations set forth herein, except as expressly stated in this Section 8. The Fund shall take reasonable steps to communicate any dispute (and resolution) to the Authorized Participants and any other relevant parties.

9. Delivery of Gold by APs in Connection with Creation and Redemption Orders .

(a) On each [Business Day], on or before 3:00 p.m. (London time), with respect to all Creation Orders and Redemption Orders accepted by the Fund, the Fund shall inform the Gold Delivery Provider of the aggregate number of Creation Units created or redeemed and the associated Dollar value of Gold to be delivered or received in connection with such Creation Orders or Redemption Orders; provided that if the Fund shall fail to deliver such information to the Gold Delivery Provider before 3:30 p.m. (London time) on any [Business Day], then all such Creation Orders and Redemption Orders shall be immediately cancelled. In respect of each Creation Order and Redemption Order, the respective Authorized Participant shall be required by the applicable Authorized Participant Agreement to Deliver to the Fund, or the Fund shall be required to Deliver to the respective Authorized Participant, an amount of Gold Ounces determined by the Gold Delivery Provider in accordance with clauses (b) or (c) below, as applicable, associated with the Creation Unit Gold Delivery Amount. All such Gold Ounces determined by the Gold Delivery Provider in accordance with clauses (b) or (c) below, as applicable, in respect of a Creation Order or Redemption Order shall be Delivered by the Fund to the Gold Delivery Provider prior to or on the Settlement Date relevant to that Creation Order or Redemption Order[; provided that if the Fund shall fail to Deliver any such Gold Ounces to the Gold Delivery Provider before [ ] p.m. (London time) on any such [Business Day], then the Gold Delivery Provider shall have recourse to the assets of the Fund directly with respect to such Gold Ounces.]

(b) Creation Orders . With respect to each Creation Order accepted by the Fund on a [Business Day], the Authorized Participant placing such Creation Order shall Deliver to the Fund, the aggregate of the following amounts:

(1)

the Creation Order Hedge Cost multiplied by the number of Creation Units for such Creation Order (which amount shall ultimately be Delivered by the Fund to the Gold Delivery Provider); and

(2)

the sum of:

(A) The product of (i) the number of Creation Units for such Creation Order, (ii) the number of Shares per Creation Unit and (iii) the Creation Unit Ratio _{post, t} for such [Business Day];

(B) The product of (i) the number of Creation Units for such Creation Order, (ii) the number of Shares per Creation Unit and (iii) the Creation Unit Gold Delivery Amount _t+1 . Such amount may be positive or negative and will be determined on the [Business Day] immediately following the [Business Day] on which the Creation Order was accepted.

(3)

The specific details of the calculation of the Creation Order Hedge Cost are set forth in Appendix A-3 of this Agreement. The specific details of the calculation of the Creation Unit Gold Delivery Amount are set forth in Appendix A-4 of this Agreement.

(c) Redemption Orders . With respect to each Redemption Order accepted by the Fund on a [Business Day], the Fund shall Deliver the following amounts:

(1)

to the Gold Delivery Provider, the Redemption Order Hedge Cost multiplied by the number of Creation Units for such Redemption Order; and

(2)

to the Authorized Participant placing such Redemption Order, the difference between (Y) the sum of clauses (A) and (B) below, and (Z) the amount payable to the Gold Delivery Provider in (1) above:

(A) The product of (i) the number of Creation Units for such Redemption Order, (ii) the number of Shares per Creation Unit and (iii) the Creation Unit Ratio _post,t , published by the Fund with respect to such [Business Day];

(B) The product of (i) the number of Creation Units for such Redemption Order, (ii) the number of Shares per Creation Unit and (iii) the Creation Unit Gold Delivery Amount _t+1 . Such amount may be positive or negative and will be determined on the [Business Day] immediately following the [Business Day] on which the Redemption Order was accepted.

(3)

The specific details of the calculation of the Redemption Order Hedge Cost are set forth in Appendix A-3 of this Agreement. The specific details of the calculation of the Creation Unit Gold Delivery Amount are set forth in Appendix A-4 of this Agreement.

(d) Each [Business Day], on or before [ ]p.m. London time, the Gold Delivery Provider shall provide the calculations set forth in Section 9(b) and Section 9(c) to the Fund. If the Gold Delivery Provider determines that there is an error or other discrepancy it shall promptly notify the Fund and state with reasonable specificity why it believes there is an error or other discrepancy.

10. Market Disruption Events . The Gold Delivery Provider shall notify the Sponsor and the Fund (x) promptly upon the occurrence of a Market Disruption Event and (y) promptly following the cessation of such Market Disruption Event (or other event that results in such Market Disruption Event no longer being in effect). If a Market Disruption Event has occurred or is continuing on any Publication Day: (a) the Gold Delivery Provider shall not be required to deliver any calculations hereunder with respect to the Net FX PnL (USD) Amount or the Gold Delivery Amount for such Publication Day or for the following Publication Day, as applicable, (b) all Creation Orders and Redemption Orders delivered on such Publication Day will be cancelled and (c) the Fund will suspend accepting new Creation Orders and Redemption Orders until the Gold Delivery Provider notifies the Sponsor and the Fund that no Market Disruption Event is continuing.

11. Potential Extraordinary Events . If any Potential Extraordinary Event has occurred, the Gold Delivery Provider may, in its good faith and commercially reasonable discretion, notify the Sponsor and the Fund of such Potential Extraordinary Event and the anticipated date of the related Extraordinary Event. Promptly following such notification, but in any event no later than the end of the New York Business Day on which such notification was made, the Gold Delivery Provider will deliver Publicly Available Information (and in the absence of Publically Available Information, other reliable sources of evidence) to the Sponsor and the Fund evidencing the expected occurrence of such Extraordinary Event. The Gold Delivery Provider will, if possible, specify the date on which the Potential Extraordinary Event will become an Extraordinary Event. Following such notification and delivery, the Gold Delivery Provider and the Fund shall use commercially reasonable efforts to attempt to agree in good faith to amend this Agreement (any such amendment, a “ Potential Extraordinary Event Amendment ”) in order to maintain, to the greatest extent possible, the character of the business agreements hereunder as of the Effective Date (it being understood that, notwithstanding anything herein to the contrary, Potential Extraordinary Event Amendments shall be effective upon the execution of an amendment hereto by the Gold Delivery Provider and the Fund without the consent of any holder of Shares).

12. Extraordinary Events .

(a) Upon the occurrence of an Extraordinary Event, this Agreement shall automatically terminate upon written notice from the Gold Delivery Provider to the Sponsor and the Fund. Promptly following such notification, but in any event no later than the end of the New York Business Day on which such notification was made, the Gold Delivery Provider will deliver Publicly Available Information to the Sponsor and the Fund evidencing the occurrence of such Extraordinary Event. The Gold Delivery Provider shall, as soon as reasonably practicable after notification and delivery, provide to the Fund a calculation of:

(1) in the case of an Extraordinary Event of the type described in clause (ii) or (iii) of the definition thereof, the Unrealized FX PnL on the date of such Extraordinary Event; or

(2) in the case of an Extraordinary Event described in clause (i), (iv) or (v) of the definition thereof, the Unrealized FX PnL Close-Out Amount on the Gold Business Day or Currency Business Day, as applicable, which is the sixth (6th) Business Day following the date on which the Market Disruption Event, the continuance of which resulted in such Extraordinary Event, first occurred (the “Applicable Day”); and

(3) in the case of an Extraordinary Event of the type described in clause (i), (iv) or (v) of the definition thereof, the amount of gains (calculated in a good faith and commercially reasonable manner by the Gold Delivery Provider and expressed as a negative number) or losses (calculated in a good faith and commercially reasonable manner by the Gold Delivery Provider and expressed as a positive number), if any, incurred by the Gold Delivery Provider in connection with the management of the price risk of performing or terminating its obligations with respect to this Agreement (the “ FX Close-Out Amount ” and, together with the Unrealized FX PnL Close-Out Amount, the “ Close-Out Amounts ”).

(b) On the New York Business Day after delivery of the calculation(s) described in paragraph (a)(1), (2) and (3) above, as applicable, (a) if the sum of the Unrealized FX PnL Close-Out Amount and the FX Close-Out Amount is positive, the Gold Delivery Provider shall pay to the Fund at its account as specified by the Fund from time to time an amount equal to such sum in Gold Ounces, and (b) if the sum of the Close-Out Amounts is negative, then the Fund shall pay to the Gold Delivery Provider at its account as specified by it from time to time an amount equal to the absolute value of such sum in Gold Ounces; provided that if, in the case of this clause (b), the Fund shall fail to deliver any such Gold Ounces to the Gold Delivery Provider before [ ] p.m. (London Time) on any such New York Business Day, then the Gold Delivery Provider shall have recourse to the assets of the Fund directly with respect to such Gold Ounces. In the event that this Agreement is automatically terminated as a result of an Extraordinary Event pursuant to this Section 12, the Gold Delivery Provider and the Fund shall use good faith efforts to enter into a new, commercially reasonable agreement that is substantially similar to this Agreement, taking into account any change in market circumstances applicable at such time.

13. Limitation on Liability .

(a) Notwithstanding anything herein to the contrary, the Gold Delivery Provider may execute any of its duties under this Agreement by or through any of its officers, agents and employees, and neither the Gold Delivery Provider nor its respective directors, officers, agents or employees shall be liable to the Sponsor or any holder of Shares for any action taken or omitted to be taken in good faith, or be responsible to the Sponsor or any holder of Shares for the consequences of any oversight or error of judgment, or for any loss, except to the extent of any liability imposed by law by reason of such agent’s own gross negligence, bad faith or willful misconduct. Neither the Gold Delivery Provider nor its respective directors, officers, agents and employees shall in any event be liable to the Sponsor or any holder of Shares for any action

taken or omitted to be taken by it pursuant to instructions received by it from the Fund, or in reliance upon the advice of counsel selected by it. Without limiting the foregoing, neither the Gold Delivery Provider nor any of its respective directors, officers, employees, or agents shall be: (1) responsible to the Sponsor or any holder of Shares for the due execution, validity, genuineness, effectiveness, sufficiency, or enforceability of, or for any recital, statement, warranty or representation in, this Agreement or any related agreement, document or order; (2) required to ascertain or to make any inquiry concerning the performance or observance by the Fund of any of the terms, conditions, covenants, or agreements of this Agreement; or (3) responsible to the Sponsor or any holder of Shares for the validity, enforceability, collectability, effectiveness or genuineness of this Agreement or any other certificate, document or instrument furnished in connection therewith.

(b) Each Party shall be entitled to rely, and shall be fully protected in relying, upon any notice, consent, certificate, affidavit, or other document or writing reasonably believed by them to be genuine and correct and to have been signed, sent or made by the proper person or persons on behalf of the other Party, and upon the advice and statements of legal counsel, independent accountants and other experts selected and identified as such by the other Party.

(c) Notwithstanding anything herein to the contrary, the Parties agree that, pursuant to Section 3804(a) of the Delaware Statutory Trust Act, the liabilities of the Fund shall be limited such that (a) the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing and relating to this Agreement with respect to the Fund shall be enforceable against the assets of the Fund only, and not against the assets of the Trust generally or the assets of any other series of the Trust; and (b) none of the debts, liabilities, obligations and expenses incurred, contracted for, or otherwise existing and relating to this Agreement with respect to the Trust generally and any series of the Trust other than the Fund shall be enforceable against the Fund. The Gold Delivery Provider further agrees that it shall not seek satisfaction of any such obligation from the shareholders, any individual shareholder, officer, representative or agent of the Trust or the Fund, nor shall it seek satisfaction of any such obligation from the Sponsor, its members, managers, directors or officers.

14. No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby, the Fund acknowledges and agrees that: (a) the transactions provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof) are an arm’s-length commercial transaction between the Fund, on the one hand, and the Gold Delivery Provider, on the other hand, and the Fund is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, the Gold Delivery Provider is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Fund or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (c) the Gold Delivery Provider has not assumed or will not assume an advisory, agency or fiduciary responsibility in favor of the Fund with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof (irrespective of whether the Gold Delivery Provider has advised or is currently advising the Fund or any of its Affiliates on other matters) and the Gold Delivery

Provider has no obligation to the Fund or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; (d) the Gold Delivery Provider and its Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Fund and its Affiliates, and the Gold Delivery Provider has no obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Gold Delivery Provider has not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof) and the Fund has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. The Fund hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Gold Delivery Provider with respect to any breach or alleged breach of agency or fiduciary duty.

15. Indemnification .

(a) Indemnification Obligations . Subject to the conditions set forth in Section 15(b), the Fund shall indemnify and defend the Gold Delivery Provider and its Affiliates, and their respective officers, directors, members, employees and agents (each, a “ Gold Delivery Provider Indemnified Party ”), against any and all third-party claims, demands, actions, judgments, liabilities, costs, charges and expenses (including reasonable attorneys’ and experts’ fees) (collectively, “ Losses ”) arising out of or in connection with this Agreement and the transactions pursuant hereto, except to the extent such Losses arise from, or are related to, the Fund Indemnified Party’s negligence, willful misconduct or breach of this Agreement;

(b) Indemnification Conditions . The Fund’s obligations under Section 15(a) above are conditioned upon the following:

(1)

The Fund’s receiving prompt written notice of each such claim, action or proceeding (but the failure to do so shall not relieve the Fund of any liability hereunder except to the extent the Fund has been materially prejudiced therefrom).

(2)

The Fund receiving reasonable cooperation from the Gold Delivery Provider Indemnified Party.

(3)

Subject to the provisions of Section 15(b)(4) of this Agreement, the Fund shall have the right to control and direct the investigation, defense and settlement of each such claim; provided however, that the Fund will not accept any settlement which does not provide the Gold Delivery Provider Indemnified Party with a complete release or imposes liability not covered by these indemnifications or places restrictions on the Gold Delivery Provider Indemnified Party without the Gold Delivery Provider Indemnified Party’s prior written consent, which consent will not be unreasonably withheld or delayed.

(4)

If any indemnified claim shall be brought or asserted against a Gold Delivery Provider Indemnified Party and it shall have notified the Fund

thereof, the Fund shall retain counsel reasonably satisfactory to the Gold Delivery Provider Indemnified Party to represent the Gold Delivery Provider Indemnified Party and any others entitled to indemnification pursuant to this Section 15 that the Fund may designate in any proceeding for such indemnified claim and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Gold Delivery Provider Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Gold Delivery Provider Indemnified Party unless: (A) the Fund and the Gold Delivery Provider Indemnified Party shall have mutually agreed to the contrary; (B) the Fund has failed within a reasonable time to retain counsel reasonably satisfactory to the Gold Delivery Provider Indemnified Party; or (C) the named parties in any such proceeding (including any impleaded parties) include both the Fund and the Gold Delivery Provider Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them.

16. Term and Termination .

(a) Term . This Agreement shall be effective as of the Effective Date and continue in effect through the end of the Initial Term unless it is otherwise terminated in accordance with this Section 16. The Initial Term of this Agreement shall commence on the Effective Date and end on the date that is [two-and-a-half years from the Effective Date (the “Initial Term”)]. After the expiration of the Initial Term, either Party may terminate this Agreement, for any reason upon at least 180 days prior written notice to the other Party. Any written notice of termination of this Agreement with respect to the Fund or the Fund pursuant to this Section 16 shall include a reference to the particular subsection which provides the basis for the termination along with a reasonably detailed description of the facts giving rise to the termination right.

(b) Termination by Either Party . The Fund or the Gold Delivery Provider may terminate this Agreement: (i) upon at least ninety calendar days prior written notice to the other Party (or such lesser period of time as may be necessary pursuant to law, rule, regulation or court order), if any legislation or regulation is adopted or any government interpretation is issued that prevents or materially limits the operation of the Fund or the ability of the Gold Delivery Provider to perform its duties under this Agreement or (ii) upon at least ninety calendar days prior notice to the other Party if any material litigation or material regulatory proceeding regarding the other Party is commenced by a third party and such litigation or regulatory proceeding is reasonably likely to have a material and adverse effect on the good name or reputation of such other Party or significantly impair such other Party’s ability to perform its obligations under this Agreement.

(c) Termination by the Gold Delivery Provider . The Gold Delivery Provider may terminate this Agreement upon at least ninety calendar days prior written notice to the Fund (or such lesser period of time as may be necessary pursuant to any law, rule, regulation or court order) if: (i) any material litigation or proceeding is commenced by a third party relating the

Gold Delivery Provider’s ability to perform its duties under this Agreement and such litigation or proceeding is, in the Gold Delivery Provider’s determination, reasonably likely to result in a material and adverse final ruling by a regulatory agency or court of competent jurisdiction (as applicable) with respect to the Gold Delivery Provider’s ability to continue performing its duties under this Agreement; (ii) any legislation or regulation is adopted or any government interpretation is issued which, in the Gold FX Delivery Provider’s reasonable judgment, materially impairs the Gold FX Delivery Provider’s ability to perform its duties under this Agreement; (iii) the Gold Delivery Provider’s corporate and investment bank elects to cease or materially limit its ability to provide exposure to retail clients in one or more of the Component Currencies or Gold for any reason.

(d) Termination Upon an Event of Default . Upon the occurrence of an Event of Default (defined below) with respect to a Party (the “ Defaulting Party ”), the other Party (the “ Non-Defaulting Party ”) may, by not more than twenty days’ notice to the Defaulting Party specifying the occurrence of such Event of Default, designate a day not earlier than the day such notice is effective (the “ Termination Date ”) to terminate this Agreement. The Defaulting Party will on demand indemnify and hold harmless the Non-Defaulting Party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by the Non-Defaulting Party by reason of the enforcement and protection of its rights under this Agreement, including, but not limited to, costs of collection. The occurrence at any time with respect to a Party of any of the events set forth in (1) to (5) of below shall constitute an event of default (“ Event of Default ”) with respect to such Party.

(1)

Breach of Obligations Pursuant to Section 6 or 7 . Failure by the Gold Delivery Provider to comply with or perform any obligation to be complied with or performed by the Gold Delivery Provider in accordance with Section 6 or 7 herein if such failure is not remedied by the end of the [next] [Business Day] after notice of such failure is given to the Gold Delivery Provider by the Fund or Sponsor.

(2)

Breach of Obligations Pursuant to Section 9 . Failure by the Fund to pay to the Gold Delivery Provider any amounts due pursuant to Section 9 within [ ] days after receipt of invoice therefor.

(3)

Misrepresentation . A representation made by the Party under Section 3 proves to have been incorrect or misleading in any material respect when made.

(4)

Bankruptcy . The Party (l) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (2) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (3)(A) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or

other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (B) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (A) above and either (I) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (II) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof; (4) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (5) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; (6) causes or is subject to any event with respect to which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (l) to (5) above (inclusive); or (7) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or

(5)

Breach of Agreement . Failure by a Party to comply with or perform any obligation to be complied with or performed by the Party (other than an obligation set forth in Sections 6 or 7 of this Agreement) in accordance with this Agreement if such failure is not remedied within sixty (60) days after notice of such failure is given to the Party.

(e) Survival . The provisions of this Section 16 of this Agreement shall survive the expiration or earlier termination of this Agreement. Any rights that accrued or obligations that were incurred (including, for the avoidance of doubt, any obligation to deliver gold) prior to the termination or expiration of this Agreement shall survive such expiration or termination.

17. Transfers and Assignments . Neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either Party without the prior written consent of the other Party; provided that the Gold Delivery Provider may assigns its rights and obligations hereunder to any of its Affiliates without the consent of the Fund.

18. Notice . All notices and other communications under this Agreement shall be: (i) in writing, and (ii) delivered by: (A) hand (with receipt confirmed in writing), or (B) by registered or certified mail (return receipt requested), or (C) by facsimile transmission (with receipt confirmed in writing) and ordinary mail, to the address or facsimile number set forth below, as applicable, or to such other address or facsimile number, as applicable, as either Party shall specify by a written notice to the other, and (iii) deemed given upon receipt.

If notice is being provided to the Gold Delivery Provider:

[ ]

[JPMorgan Chase Bank, National Association

383 Madison Avenue, 10th Floor

New York, New York 10017]

Email:

With copies to:

[ ]

[JPMorgan Chase Bank, National Association

1 Chase Manhattan Plaza, Floor 21

New York, NY, 10005-1401]

Email:

and

[ ]

[JPMorgan Chase Bank, National Association

277 Park Avenue, 13th Floor

New York, New York 10172]

Email:

If notice is being provided to the Fund:

Global Currency Gold Fund

c/o WGC USA Asset Management Company, LLC

510 Madison Avenue, 9th Floor

New York, NY 10022, United States of America

Email: @gold.org

With copies to:

General Counsel

WGC USA Asset Management Company, LLC

510 Madison Avenue, 9th Floor

New York, NY 10022, United States of America

Email:brian.bellardo@gold.org

19. Governing Law . This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of New York without reference to or inclusion of the principles of choice of law or conflicts of law of that jurisdiction. It is the intent of the Parties that the substantive law of the State of New York governs this Agreement and not the law of any other jurisdiction incorporated through choice of law or conflicts of law principles.

20. Jurisdiction and Venue . Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement shall be brought and prosecuted only in the United States District Court for the Southern District of New York or in the Supreme Court of the State of New York in and for the First Judicial Department and by execution of this Agreement, each Party hereto submits to the exclusive jurisdiction of such court (subject to removal to Federal court in accordance with applicable law in the case of any action commenced in State court) and waives any objection it might have based upon improper venue or inconvenient forum.

21. Waiver of Jury Trial . Each Party hereto hereby waives any right it may have in the future to a jury trial in connection with any legal action, proceeding controversy or claim between the Parties arising out of or relating to this Agreement.

22. Entire Agreement . This Agreement constitutes the entire agreement of the Parties hereto with respect to its subject matter, and supersedes any and all previous agreements between the Parties with respect to the subject matter of this Agreement. There are no oral or written collateral representations, agreements or understandings except as provided herein.

23. Interpretation . All references herein to “reasonable efforts” shall include taking into account all relevant commercial and regulatory factors. All references herein to “regulations” or “regulatory proceedings” shall include regulations or proceedings by self regulatory organizations such as securities or futures exchanges. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. Whenever required by the context, any pronoun used in this Agreement will include the corresponding masculine, feminine or neuter forms and the singular forms of nouns, pronouns, and verbs will include the plural and vice versa. The use of the words “include” or “including” in this Agreement will be by way of example rather than by limitation. The use of the words “or,” “either” or “any” will not be exclusive.

24. Amendment . No waiver, modification or amendment of any of the terms and conditions hereof shall be valid or binding unless set forth in a written instrument signed by duly authorized representatives of both Parties. The delay or failure by either Party to insist, in any one or more instances, upon strict performance of any of the terms or conditions of this Agreement or to exercise any right or privilege herein conferred shall not be construed as a waiver of any such term, condition, right or privilege, but the same shall continue in full force and effect.

IN WITNESS WHEREOF , the Parties have caused this Agreement to be executed as of the Effective Date.


J.P. MORGAN CHASE BANK, N.A.

By:
Name:
Title:


GLOBAL CURRENCY GOLD FUND

By:
Name:
Title:

APPENDIX A-1

CALCULATION OF NET FX PnL

Net FX PnL (USD) _t = Unrealized FX PnL _t — Unrealized Hedge Cost _t

Section I of this Appendix A-1 sets forth the formula to be used to calculate the “Unrealized FX PnL _t ”. Section II of this Appendix A-1 sets forth the formula to be used to calculate the Unrealized Hedge Cost. As used in Appendix A-1, “t” shall mean any day that is not subject to a Gold Price Source Disruption or a WMR 3:00 P.M. Spot Rate Price Source Disruption.

I. Calculation of Unrealized FX PnLt.

In respect of any [Business Day] _t , the Unrealized FX PnL _t shall be a function of the Creation Unit Ratio _{post, t-1} , the Number of Shares as of [Business Day] _t and the FX Overlay PnL based on the Component Currency (or Currencies) reflected in the Index. Such amount shall be determined as follows:

Unrealized FX PnL _t

Number of Shares _t

Creation Unit Ratio _post,t-1

FX Overlay PnL _t

“Number of Shares _t ” means, on a given [Business Day] _t , the number of outstanding Shares issued by the Fund prior to giving the affect to any Creation Orders and Redemption Orders accepted by the Fund on such day and including any Creation Orders and Redemption Orders accepted but not yet settled on any preceding [Business Day] _t .


B.	“Creation Unit Ratio _post,t ”	=	Creation Unit Ratio _pre,t	+	Gold Delivery Amount _t
					Number of Shares _t-1

“ Creation Unit Ratio _{pre, t} ” means, with respect to the Trust and on any [Business Day] _t , a number of Gold Ounces per share of the Fund determined by the Fund prior to the Cut-off Time as of such [Business Day] _t that is equal to the following:(a) (i) the total amount of Gold held by the Fund as of such [Business Day] _t , and after giving effect to and accounting for the following (A) any Creation Orders and Redemption Orders accepted and binding on prior [Business Days] _t that have not been settled, and (B) any Gold Delivery Amounts determined in respect of prior [Business Days] _t that have not already settled; minus (ii) any and all expenses, fees and costs accrued by the Fund in Dollars and converted into Gold Ounces at the Gold PM Fix on such [Business Day] _t up to and including that respective [Business Day] _t divided by (b) the Number of Shares (prior to giving effect to any Creations and Redemptions on such day). For the avoidance of doubt, all determinations shall be made before the effect of any Creation Orders or Redemption Orders on such [Business Day] _t but shall include any Creation Orders or Redemptions Orders made on any previous [Business Day], even if such orders have not yet settled.

“ Gold Delivery Amount ” means, in respect of any [Business Day] _t , the Gold Ounces to be either delivered or received, or actually delivered or received, to/from the Fund by the Gold Delivery Provider pursuant to the conversion of the prior [Business Day] _t ’s Net FX PnL (USD) Amount into ounces. Such amount is determined pursuant to Appendix A-2 and applied pursuant to Section 7 of this Agreement.

“ FX Overlay PnL _t ” means, on any [Business Day] _t , the gain or loss (i.e., “PnL”) in Dollars on the currency (i.e., FX) position held by the Trust from [Business Day] _t-1 to [Business Day] _t per ounce of Gold. This amount is calculated as follows:

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Where:

In respect of any Dollar Quoted Currency settling in two business days :

TN Roll PnL _i,t

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In respect of any Dollar Quoted Currency settling on the next business day :

TN Roll PnL _i,t

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In respect of any Non-Dollar Quoted Currency settling in two business days :

TN Roll PnL _i,t

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In respect of any Non-Dollar Quoted Currency settling on the next business day :

TN Roll PnL _i,t

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Where:

“ Spot Rate _{i, mid, t} ” means, in respect of currency i and Business Day _t , the Spot Rate CCy _{i, mid, t} as of 4pm London time of such Component Currency as of such [Business Day] _t , subject to Market Disruption Events.

“ TN Forward _{i, bid, t} ” has the meaning specified in subsection (D) and (E) below, as applicable.

“ TN Forward _{i, ask, t} ” has the meaning specified in subsection (D) and (E) below, as applicable.

“ j ” means each WMR Day FX Roll Day (Note: if this is not an FX Roll Day TN Forward _i,bid,j = TN Forward _i,ask,j =0) from but excluding Publication Dayt-1 to and including Publication Day _t (Note: any Publishing Day is a WMR day by definition.

“ j-1 ” means the WMR Day immediately preceding WMR Day j.

“ k ” means each WMR Days from and including WMR Day j to and including Publication Day _t (Note: any Publication Day is a WMR day by definition).

“I nterest Accrual Rate _side(j),k ” means, with respect to each WMR Day k, the Interest Accrual Rate _side(j) determined in accordance with Appendix A-2 herein as of WMR Day k and “side(j)” means “bid” if Net FX PnL is positive (Note: the roll here is always done forward to a later date). “ask” if Net FX PnL is strictly negative (Note: the roll here is always done forward to a later date).

“ (SpotDate(i, k-1),SpotDate(i, k))/360 ” refers to the Day Count Fraction in Actual/360 convention where the numerator is the number of calendar days from but excluding the Spot Date of currency i as of WMR Day (k-1) to and including the Spot Date (for EURUSD) as of WMR Day k.

“ (SpotDate(i, t),GoldSpotDate(t))/360 ” refers to the Day Count Fraction in Actual/360 convention where the numerator is the number of calendar days from but excluding the Spot Date of currency i as of WMR Day (t) to and including the Spot Date of gold as of WMR Day t.

“ Dollar Quoted Currency ” means, any foreign exchange currency whose price convention in the market is to quote the number of Dollars per unit of the relevant currency.

“ Non-Dollar Quoted Currency ” means, any foreign exchange currency whose price convention in the market is to quote the number of relevant currency units per unit of Dollars.

Calculate the mid, bid and ask for each Forward Point as of any WMR Day for currency pairs settling in two business days (T+2):

(i) With respect to any WMR Day _t that is a WMR Roll Day, the Gold Delivery Provider will calculate the mid, bid and ask prices for TN Forward Points (the “ TNForward _mid,t ”, “ TNForward _bid,t ” and “ TNForward _ask,t ”, respectively) as of such Publication Day _t for each Currency Pair as follows:

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Where:

“TN _WMR,ask,k ” means, with respect to any WMR Day _t and the applicable Currency Pair, the ask price for the TN Forward Point that is published on the applicable Reuters Page at the applicable Fixing Time as of such WMR Day _k .

“TN _WMR,bid,k ” means, with respect to any WMR Day _t and the applicable Currency Pair, the bid price for the TN Forward Point that is published on the applicable Reuters Page at the applicable Fixing Time as of such WMR Day _t .

“TN Observation Day _t ” means, in respect of any WMR Day, if such WMR Day is a WMR Roll Day, then such WMR Business Day, and if such WMR Day is not a WMR Roll Day, then the WMR Roll Day immediately preceding such WMR Day.

“(SpotDate _i,t-1 ,SpotDate _i,t )/360” refers to the Day Count Fraction in Actual/360 convention where the numerator is the number of calendar days from but excluding the Spot Date for such Currency Pair as of the WMR Day immediately preceding (but different from) WMR Day _t to and including the Spot Date for such Currency Pair as of WMR Day _t.

“(SpotDate _i,k-1 ,SpotDate _i,k )/360” refers to the Day Count Fraction in Actual/360 convention where the numerator is the number of calendar days from but excluding the Spot Date for such Currency Pair as of FX Roll Day immediately preceding (but different from) TN Observation Day _t to and including the Spot Date for such Currency Pair as of TN Observation Day _t ¹ .

“Forward Point Spread” is calculated as follows:

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“TN Threshold Spread” means, with respect to WMR Day _t , a floor to be applied to the TN Forward Point spread and is calculated as follows;

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Where, “ Spot Rate 4pm _mid,t ” is defined in above.

(ii) With respect to any WMR Day _t that is not a WMR FX Roll Day, the Gold Delivery Provider will calculate the TNForward _mid,t , TNForward _bid,t and TNForward _ask,t as of such WMR Day _t for each Currency Pair as follows:

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Calculate the mid, bid and ask for each Forward Point as of any WMR Day for currency pairs settling on the next business day (T+1):

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¹	The ratio of the Day Count Fractions defined above will adjust for the possible case of an “FX Roll Day” which is not a “WMR Day” (i.e. when an “FX Roll Day” happens in between two consecutive WMR Days)

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Where:

“(TN Date _i,t-1 ,TN Date _i,t )/360” refers to the Day Count Fraction in Actual/360 convention where the numerator is the number of calendar days from but excluding the TN Date for such Currency Pair as of the WMR Day immediately preceding (but different from) WMR Day _t to and including the TN Date for such Currency Pair as of WMR Day _t.

“(TN Date _i,k-1 ,TN Date _i,k )/360” refers to the Day Count Fraction in Actual/360 convention where the numerator is the number of calendar days from but excluding the TN Date for such Currency Pair as of FX Roll Day immediately preceding (but different from) TN Observation Day _t to and including the TN Date for such Currency Pair as of TN Observation Day _t ² _.

“TN Date” means for a given Currency Pair (settling T+1) and for a given Business Day, the earliest settlement date of an FX transaction traded on that Business Day to avoid the actual delivery of the currencies (for Currency Pairs settling T+1, that date is always after the Spot Date).

“Forward Point Spread” is calculated as follows:

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“TN Threshold Spread” means, with respect to WMR Day _t , a floor to be applied to the TN Forward Point spread and is calculated as follows;

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²	The ratio of the Day Count Fractions defined above will adjust for the possible case of an “FX Roll Day” which is not a “WMR Day” (i.e. when an “FX Roll Day” happens in between two consecutive WMR Days)

Where, “ Spot Rate 4pmmtd,t ” is defined above.

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II. Calculation of Unrealized Hedge Cost . In respect of any [Business Day] _t , the Fund through the Gold Delivery Provider is short a currency notional amount for each Component Currency. The notional amount of each Component Currency that the Fund will be short (the “ Currency Notional Position ”) is determined pursuant to (a) the Gold PM Fix; (b) the Creation Unit Ratio; (c) the number of Shares, (d) the Component Weights of each Component Currency as of such [Business Day] _t , and (e) the WMR Spot Rate for each Component Currency as of 4:00 p.m. London time.

On each [Business Day] _t , the Gold Delivery Provider incurs costs in connection with the management of the price risk of performing or terminating its obligations with respect to this Agreement (the “ Unrealized Hedge Cost ”).

In respect of any [Business Day] _t , the Unrealized Hedge Cost shall be determined by the Gold Delivery Provider as follows:

Unrealized Hedge Cost _t

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Where:

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In respect of any Dollar Quoted Currency :

“ Spot Rate CCy$ _{i, ask, t} ” means, the Spot Rate CCy _{i, ask, t} as of 4pm London time of such Component Currency as of such [Business Day] _t , subject to Market Disruption Events.

“ Spot Rate CCy$ _{i, bid, t} ” means, the Spot Rate CCy _{i, bid, t} as of 4pm London time of such Component Currency as of such [Business Day] _t , subject to Market Disruption Events.

“ Spot Rate CCy$ _{3pm i, mid, t} ” means

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In respect of any Non-Dollar Quoted Currency :

“ Spot Rate CCy$ _{i, ask, t} ” means, the quotient result of one and Spot Rate CCy _{i, bid, t} as of 4pm London time of such Component Currency as of [Business Day] _t , subject to Market Disruption Events.

“ Spot Rate CCy$ _{i, bid, t} ” means, the quotient result of one and Spot Rate CCy _{i, ask, t} as of 4pm London time of such Component Currency as of [Business Day] _t , subject to Market Disruption Events.

“ Spot Rate CCy$ _{3pm i, mid, t} ” means

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“ Dollar Quoted Currency ” means, any foreign exchange currency whose price convention in the market is to quote the number of Dollars units per unit of the relevant currency.

“ Non-Dollar Quoted Currency ” means, any foreign exchange currency whose price convention in the market is to quote the number of relevant currency units per unit of Dollars.

“Ccy” means, all Component Currencies each being either a Dollar Quoted Currency or Non-Dollar Quoted Currency pursuant to the Index rules on such [Business Day] _t .

“w _i,t ” “ means, in respect of a Component Currency _i , and [Business Day] _t , the percentage weight defined by the Index to apply to such Component Currency _i .

“ i ” means, a count reference of each Component Currency specified within the Index, and applied in the order specified within the Index.

“ t ” means any day that is not subject to a Gold Price Source Disruption or a WMR 3:00 P.M. Spot Rate Price Source Disruption. ³

³	Note: Also defined in introductory paragraph.

APPENDIX A-2

CALCULATION OF GOLD DELIVERY AMOUNT

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Section I of this Appendix A-2 sets forth the formula to be used to calculate the Net FX PnL (USD) Amount. Section II of this Appendix A-2 sets forth the formula to be used to calculate the Gold PM Fix. Section III of this Appendix A-2 sets forth the formula to be used to calculate Interest Accrual Rate.

I.	“ Net FX PnL (USD) Amount ” is calculated as set forth in Appendix A-1.

II.

“ Gold PM Fix _side, _t ” means, on each [Business Day] _t , either the Gold PM Fix _ask or the Gold PM Fix _bid. If the Net FX PnL (USD) Amount determined on the immediately preceding [Business Day] _t is a positive amount, then the Gold PM Fix _ask . If the Net FX PnL (USD) Amount determined on the immediately preceding [Business Day] _t is a negative amount, then the Gold PM Fix _bid .

“Gold PM Fix _ask ” means, in respect of [Business Day] _t , the Gold PM Fix _t plus 20 U.S. Cents.

“Gold PM Fix _bid ” means, in respect of [Business Day] _t , the Gold PM Fix _t plus 10 U.S. Cents.

III.	“ Interest Accrual Rate _{side, t} ” means, with respect to any [Business Day] _t , the rate determined as follows:

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Where:

“ Fed Fund Rate _t-1 _” means, with respect to [Business Day] _t , the Federal Funds Effective Rate as published on [Business Day] _t on Bloomberg page FEDL01 <Index> between 7:30 AM and 8:30 AM New York time and relative to the [Business Day] immediately preceding such [Business Day] _t ; provided, however that if such rate is not published by 8:30 AM on such [Business Day] _t , the Gold Delivery Provider will apply the rate last published for the Federal Funds Effective Rate as published on Bloomberg page FEDL01 <Index> as of the most recent calendar day on which such rate was published by Bloomberg immediately preceding such [Business Day] _t.

“ Interest Spread ” means [0.00%]

APPENDIX A-3

Creation Order Hedge Cost and Redemption Order Hedge Cost

“ Creation Order Hedge Cost _t ” means, with respect to any Creation Unit that is a part of a Creation Order for the Fund, a number of Gold Ounces determined by the Fund that reflects the notional FX hedge costs for that Creation Unit on [Business Day] _t that is equivalent to the FX hedge adjustment required on [Business Day] _t for such Creation Order. This amount is calculated using the following formula:

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“ Redemption Order Hedge Cost _t ” means, with respect to any Creation Unit that is a part of a Redemption Order for the Fund, a number of Gold Ounces determined by the Fund that reflects the notional FX hedge costs for that Creation Unit on Business Day _t that is equivalent to the FX hedge adjustment required on [Business Day] _t for such Redemption Order, taking into account any costs separately due to the Gold Delivery Provider for such Redemption Order. This amount is calculated using the following formula:

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and:

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APPENDIX A-4

Creation Unit Gold Delivery Amount

“ Creation Unit Gold Delivery Amount _t ” means, a number of Gold Ounces per Share of the Fund that will be determined on the [Business Day] _t following the [Business Day] _t in which the relevant Creation Order or Redemption Order was accepted as binding, pursuant to the following formula:

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