UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-K

(Mark One)

xANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the fiscal year ended December 31, 2009

or

oTRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-34441

ETFS GOLD TRUST(Exact name of registrant as
specified in its charter)

|                                         |  |                    
|---------------------------------------- |  | -------------------
|New York                                 |  | 26-4587209         
|(State or other jurisdiction of          |  | (I.R.S. Employer   
|incorporation or organization)           |  | Identification No.)
|                                         |  |                    
|c/o ETF Securities USA LLC               |  |                    
|48 Wall Street, 11th Floor               |  |                    
|New York, NY                             |  | 10005              
|(Address of principal executive offices) |  | (Zip Code)         

Registrants telephone number, including area
code:
(212) 918-4954

Securities registered pursuant to Section
12(b) of the Act:

|                                 |  |                                          
|-------------------------------- |  | -----------------------------------------
|Title of each class              |  | Name of each exchange on which registered
|                                 |  |                                          
|ETFS
 Physical Swiss Gold Shares |  | NYSE
 Arca                               

Securities registered pursuant to Section
12(g) of the Act: None

|                                                                                                                                                                                                                                                                                                                                                                         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|Indicate by check mark if the registrant
       is a well-known seasoned issuer, as defined in Rule 405 of the Securities
    Act.Yes o No x                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark if the registrant
       is not required to file reports pursuant to Section 13 or 15(d) of the
    Act.Yes o No x                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                        
|Indicate by check mark
 whether the registrant (1) has filed all reports required to be filed by
 Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
 preceding 12 months (or for such shorter period that the registrant was
 required to file such reports), and (2) has been subject to such filing
 requirements for the past 90 days.
Yes x No o
|                                                                                                                                                                                                                                                                                                                                                                         | 
|Indicate by check mark
 whether the registrant has submitted electronically and posted on its
 corporate Web site, if any, every Interactive Data File required to be
 submitted and posted pursuant to Rule 405 of Regulation S-T during the
 preceding 12 months.
Yes x No o                                                                                          

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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.

|                           |  |                             
|-------------------------- |  | ----------------------------
|Large
 accelerated filer o |  | Accelerated
 filer o        
|                          
|Non-accelerated
 filer x   |  | Smaller
 reporting company o

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).                      
                     
                
    Yes o No x

The registrant was formed on
September 1, 2009 and no shares were outstanding at June 30, 2009.

Number of the registrants
shares outstanding as of March 26, 2010: 3,250,000

DOCUMENTS INCORPORATED BY REFERENCE:None.

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TABLE OF CONTENTS

|                                                                                                                       |  |   
|---------------------------------------------------------------------------------------------------------------------- |  | --
|PART I                                                                                                                 |  | 3 
|Item 1.
 Business                                                                                                      |  | 3 
|Trust Objective                                                                                                        |  | 3 
|Strategy Behind
 the Shares                                                                                            |  | 4 
|Secondary Market
 Trading                                                                                              |  | 4 
|Valuation of
 Gold and Computation of Net Asset Value                                                                  |  | 4 
|Trust Expenses                                                                                                         |  | 5 
|Gold
       and Share Pricing Information & Overview of London and Zurich Gold
    Markets                             |  | 5 
|Deposit of Gold
 and Issuance of Shares                                                                                |  | 6 
|Withdrawal of
 Gold and Redemption of Shares                                                                           |  | 7 
|Creation and
 Redemption Transaction Fee                                                                               |  | 8 
|The Sponsor                                                                                                            |  | 8 
|The Trustee                                                                                                            |  | 8 
|The Custodian                                                                                                          |  | 9 
|Description of
 The Shares                                                                                             |  | 10
|Custody
    of The Trusts Gold                                                                                        |  | 10
|United States
 Federal Income Tax Consequences                                                                         |  | 11
|ERISA and
 Related Considerations                                                                                      |  | 14
|Item 1A. Risk
 Factors                                                                                                 |  | 14
|Item 1B. Unresolved
 Staff Comments                                                                                    |  | 20
|Item 2.
 Properties                                                                                                    |  | 21
|Item 3. Legal
 Proceedings                                                                                             |  | 21
|Item 4.
 (Removed and Reserved)                                                                                        |  | 21
|                                                                                                                       |  |   
|PART II                                                                                                                |  | 22
|Item 5. Market
 for Registrants Common Equity, Related Stockholder Matters and Issuer
 Purchases of Equity Securities |  | 22
|Item 6.
 Selected Financial Data                                                                                       |  | 22
|Item 7.
 Managements Discussion and Analysis of Financial Condition and Results of
 Operations                        |  | 22
|Item 7A.
 Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 25
|Item 8.
 Financial Statements and Supplementary Data                                                                   |  | 25
|Item 9. Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure                          |  | 25
|Item 9A.
 Controls and Procedures                                                                                      |  | 25
|Item 9B. Other
 Information                                                                                            |  | 26
|                                                                                                                       |  |   
|PART III                                                                                                               |  | 27
|Item 10.
 Directors, Executive Officers and Corporate Governance                                                       |  | 27
|Item 11.
 Executive Compensation                                                                                       |  | 27
|Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related
 Stockholder Matters              |  | 27
|Item 13.
 Certain Relationships and Related Transactions, and Director Independence                                    |  | 27
|Item 14.
 Principal Accounting Fees and Services                                                                       |  | 27
|                                                                                                                       |  |   
|PART IV                                                                                                                |  | 28
|Item 15.
 Exhibits, Financial Statement Schedules                                                                      |  | 28

1

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FORWARD LOOKING STATEMENTS

This Annual
Report on Form 10-K contains various forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, and within the Private
Securities Litigation Reform Act of 1995, as amended. Forward-looking
statements usually include the verbs, anticipates, believes, estimates,
expects, intends, plans, projects, understands and other verbs
suggesting uncertainty. We remind readers that forward-looking statements are
merely predictions and therefore inherently subject to uncertainties and other
factors and involve known and unknown risks that could cause the actual
results, performance, levels of activity, or our achievements, or industry
results, to be materially different from any future results, performance,
levels of activity, or our achievements expressed or implied by such
forward-looking statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date hereof.
The Trust undertakes no obligation to publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

Additional
significant uncertainties and other factors affecting forward-looking
statements are presented in the Risk Factors section herein.

2

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PART I

Item 1. Business

ETFS Gold
Trust (the Trust) is a common law trust, formed on September 1, 2009 under
New York law pursuant to a depositary trust agreement (the Trust Agreement)
between ETF Securities USA LLC (the Sponsor) and the Bank of New York Mellon
(the Trustee). The assets of the Trust are anticipated to consist solely of
gold bullion. The Trust is expected from time to time to issue Baskets (a
Basket consists of a block of 50,000 shares issued by the Trust) in exchange
for deposits of gold and to distribute gold in connection with redemptions of
Baskets. ETFS Physical Swiss Gold Shares issued by the Trust (the Shares)
represent units of fractional undivided beneficial interest in and ownership of
the Trust and trade under the ticker symbol SGOL on the New York Stock Exchange
Arca (NYSE Arca or the Exchange).

The Trusts
Sponsor is ETF Securities USA LLC. The Sponsor is a Delaware limited liability
company formed on June 17, 2009, and is wholly-owned by ETF Securities Limited.
The Trustee of the Trust is Bank of New York Mellon. The custodian of the Trusts
gold is JPMorgan Chase Bank N.A. (the Custodian), a national banking
association and a market maker, clearer and approved weigher under the rules of
the London Bullion Market Association (LBMA).

The Trust is
not managed like a corporation or an active investment vehicle. The Trust has
no directors, officers or employees. It does not engage in any activities
designed to obtain a profit from or to improve the losses caused by changes in
the price of gold. The gold held by the Trust will only be delivered to pay the
remuneration due to the Sponsor (the Sponsors Fee), distributed to
Authorized Participants1 in connection with the redemption of
Baskets or sold (1) on an as-needed basis to pay Trust expenses not assumed by
the Sponsor, (2) in the event the Trust terminates and liquidates its assets,
or (3) as otherwise required by law or regulation. The Trust has no fixed
termination date.

The Trust is
not registered as an investment company under the Investment Company Act of
1940 and is not required to register under such act. The Trust will not hold or
trade in commodities futures contracts regulated by the Commodity Exchange Act
(the CEA), as administered by the Commodity Futures Trading Commission (the
CFTC). The Trust is not a commodity pool for purposes of the CEA and neither
the Sponsor nor the Trustee is subject to regulation as a commodity pool
operator or a commodity trading advisor in connection with the Shares.

The Trusts
assets grew from $9,890,000 at its inception to $327,645,920 at December 31,
2009 (the Trusts fiscal year end). The number of Shares outstanding as at
December 31, 2009 was 3,050,000.

This Annual
Report is available free of charge upon request to the Investor Relations
Department of the Sponsor at c/o ETF Securities USA LLC, 48 Wall Street, 11th
Floor, New York, NY; (212) 918-4954. Additional information regarding the Trust
may also be found on the SECs EDGAR database at www.SEC.gov.

Trust Objective

The investment
objective of the Trust is for the Shares to reflect the performance of the
price of gold bullion, less the expenses of the Trusts operations. The Shares
are intended to constitute a simple and cost-effective means of making an
investment similar to an investment in gold. An investment in physical gold requires
expensive and sometimes complicated arrangements in connection with the assay,
transportation, warehousing and insurance of the metal. Although the Shares
will not be the exact equivalent of an investment in gold, they provide
investors with an alternative that allows a level of participation in the gold
market through the securities market.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|1 An Authorized Participant is 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 an Authorized Participant Agreement with the
 Trustee and the Sponsor and (4) has established an Authorized Participant
 Unallocated Account with the Custodian or another gold bullion clearing bank
 to effect transactions in gold bullion. Only Authorized Participants may
 place orders to create or redeem one or more Baskets. DTC means The
 Depository Trust Company, which is a limited purpose trust company organized
 under New York law, a member of the US Federal Reserve System and a clearing
 agency registered with the United States Securities and Exchange Commission
 (the SEC).

3

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Strategy Behind
the Shares

The Shares are
intended to offer investors an opportunity to participate in the gold market
through an investment in securities. 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. Therefore, the investor does not have any additional tasks
or costs over and above those associated with dealing in any other publicly
traded security. The Shares are intended to provide institutional and retail
investors with a simple and cost-efficient means, with minimal credit risk, of
gaining investment benefits similar to those of holding gold bullion. The
Shares offer the following benefits:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Ease and Flexibility of Investment. The
 Shares will trade on the NYSE Arca and will provide institutional and retail
 investors with indirect access to the gold bullion market. The Shares are
 expected to be bought and sold on the NYSE Arca like any other
 exchange-listed securities. The close of the NYSE Arca trading session is
 4:00 PM New York time.                                                                                                                                                                                                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | 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 costs associated with buying and selling gold bullion and
 storing and insuring gold bullion in a traditional allocated gold bullion
 account.                                                                                                                                                                                                                          
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | Minimal Credit Risk. The Shares represent an
 interest in physical bullion owned by the Trust (other than an amount held in
 unallocated form which is not sufficient to make up a whole bar or which is
 held temporarily to effect a creation or redemption of Shares). Physical
 bullion of the Trust in the Custodians possession is not subject to
 borrowing arrangements with third parties. Other than the gold temporarily
 being held in an unallocated gold account with the Custodian, the physical
 bullion of the Trust is not subject to counterparty or credit risks.

Secondary Market
Trading

While the
Trusts investment objective is for the Shares to reflect the performance of
gold bullion, less the expenses of the Trust, the Shares may trade in the
secondary market on the NYSE Arca at prices that are lower or higher relative
to their net asset value, which is the value of the Trusts assets less its
liabilities (NAV), per Share. The amount of the discount or premium in the
trading price relative to the NAV per Share may be influenced by non-concurrent
trading hours between the NYSE Arca and the Commodity Exchange, Inc., a
subsidiary of New York Mercantile Exchange, Inc. (COMEX), and the London and
Zurich gold bullion markets. While the Shares will trade on the NYSE Arca until
4:00 PM New York time, liquidity in the global gold market will be reduced
after the close of the COMEX at 1:30 PM New York time. As a result, during this
time, trading spreads, and the resulting premium or discount, on the Shares may
widen.

Valuation of Gold
and Computation of Net Asset Value

On each day
that the NYSE Arca is open for regular trading, as promptly as practicable
after 4:00 p.m., New York time, on such day (the Evaluation Time), the
Trustee will evaluate the gold held by the Trust and determine the NAV of the
Trust.

At the
Evaluation Time, the Trustee will value the Trusts gold on the basis of that
days London PM Fix (the afternoon session of the twice daily fix of the
price of an ounce of gold which starts at 3:00 PM London, England time and is
performed in London by the five LBMA members of the London gold fix) or, if no
London PM Fix is made on such day or has not been announced by the Evaluation
Time, the next most recent London gold price fix (AM or PM) determined prior to
the Evaluation Time will be used, unless the Sponsor determines that such price
is inappropriate as a basis for evaluation. In the event the Sponsor determines
that the London PM Fix or such other publicly available price as the Sponsor
may deem fairly represents the commercial value of the Trusts gold is not an
appropriate basis for evaluation of the Trusts gold, it shall identify an alternative
basis for such evaluation to be employed by the Trustee. Neither the Trustee
nor the Sponsor shall be liable to any person for the determination that the
London PM Fix or such other publicly available price is not appropriate as a
basis for evaluation of the Trusts gold or for any determination as to the
alternative basis for such evaluation provided that such determination is made
in good faith.

Once the value
of the gold has been determined, the Trustee will subtract all estimated
accrued but unpaid fees (other than the fees accruing for such day on which the
valuation takes place computed by reference to the value of the Trust or its
assets), and other liabilities of the Trust from the total value of the gold
and all other assets of the

4

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Trust (other
than any amounts credited to the Trusts reserve account, if established). The
resulting figure is the adjusted net asset value (the ANAV) of the Trust. The
ANAV of the Trust is used to compute the Sponsors Fee.

All fees
accruing for the day on which the valuation takes place computed by reference
to the value of the Trust or its assets shall be calculated using the ANAV
calculated for such day on which the valuation takes place. The Trustee shall
subtract from the ANAV the amount of accrued fees so computed for such day and
the resulting figure is the NAV of the Trust. The Trustee will also determine
the NAV per Share by dividing the NAV of the Trust by the number of the Shares
outstanding as of the close of trading on the NYSE Arca (which includes the net
number of any Shares created or redeemed on such evaluation day).

The Trustees
estimation of accrued but unpaid fees, expenses and liabilities will be
conclusive upon all persons interested in the Trust and no revision or
correction in any computation made under the Trust Agreement will be required
by reason of any difference in amounts estimated from those actually paid.

Trust Expenses

The Trusts
only ordinary recurring expense is expected to be the Sponsors Fee. In
exchange for the Sponsors Fee, the Sponsor has agreed to assume the following
administrative and marketing expenses incurred by the Trust: the Trustees
monthly fee and out-of-pocket expenses, the Custodians fee and reimbursement
of the Custodians expenses under the Custody Agreements (defined below),
Exchange listing fees, SEC registration fees, printing and mailing costs, audit
fees and up to $100,000 per annum in legal expenses. The Sponsor also paid the
costs of the Trusts organization and the initial sale of the Shares, including
the applicable SEC registration fees.

The Sponsors
Fee will accrue daily at an annualized rate equal to 0.39% of the ANAV of the
Trust and will be payable monthly in arrears. The Sponsors Fee shall be paid
by delivery of gold to an account maintained by the Custodian for the Sponsor
on an unallocated basis, monthly on the first business day of the month in
respect of fees payable for the prior month. The delivery shall be of that
number of ounces of gold which equals the daily accrual of the Sponsors Fee
for such prior month calculated at the London PM Fix.

The Trustee
will, when directed by the Sponsor, and, in the absence of such direction, may,
in its discretion, sell gold in such quantity and at such times as may be
necessary to permit payment in cash of Trust expenses not assumed by the
Sponsor. The Trustee is authorized to sell gold at such times and in the
smallest amounts required to permit such payments as they become due, it being
the intention to avoid or minimize the Trusts holdings of assets other than
gold. Accordingly, the amount of gold to be sold will vary from time to time
depending on the level of the Trusts expenses and the market price of gold.
The Custodian is authorized to purchase from the Trust, at the request of the Trustee,
gold needed to cover Trust expenses not assumed by the Sponsor at the price
used by the Trustee to determine the value of the gold held by the Trust on the
date of the sale.

The Sponsor
was paid gold valued at $293,263 for the period covered by this report.

Gold and Share
Pricing Information & Overview of London and Zurich Gold Markets

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 Trusts website (www.etfsecurities.com) 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 Trust will be published by the Sponsor on each day that the NYSE Arca is
open for regular trading and will be posted on the Trusts website.

The following
provides a brief overview of the London and Zurich gold markets.

The London Bullion Market

Although the
market for physical gold is distributed globally, most Over-the-Counter (OTC)
market trades are cleared through London. In addition to coordinating market
activities, the LBMA acts as the principal point of contact between the market
and its regulators. A primary function of the LBMA is its involvement in the
promotion of refining standards by maintenance of the London Good Delivery
Lists, which are the lists of LBMA accredited

5

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melters and
assayers of gold. The LBMA also coordinates market clearing and vaulting,
promotes good trading practices and develops standard documentation.

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

Twice daily
during London trading hours there is a fix which provides reference gold prices
for that days trading. Many long-term contracts will be priced on the basis of
either the morning (AM) or afternoon (PM) London fix, and market participants
will usually refer to one or the other of these prices when looking for a basis
for valuations. The London fix is the most widely used benchmark for daily gold
prices and is quoted by various financial information sources.

Formal
participation in the London fix is traditionally limited to five members, each
of which is a bullion dealer and a member of the LBMA. The chairmanship now
rotates annually among the five member firms. The morning session of the fix
starts at 10:30 AM London time and the afternoon session starts at 3:00 PM
London time. The members of the gold fixing are currently The Bank of Nova
ScotiaScotiaMocatta, Deutsche Bank AG, HSBC Bank USA, N.A., Société Générale
and Barclays Bank plc. Any other market participant wishing to participate in
the trading on the fix is required to do so through one of the five gold fixing
members.

Orders are
placed either with one of the five fixing members or with another bullion
dealer who will then be in contact with a fixing member during the fixing. The
fixing members net-off all orders when communicating their net interest at the
fixing. The fix begins with the fixing chairman suggesting a trying price,
reflecting the market price prevailing at the opening of the fix. This is
relayed by the fixing members to their dealing rooms which have direct
communication with all interested parties. Any market participant may enter the
fixing process at any time, or adjust or withdraw his order. The gold price is
adjusted up or down until all the buy and sell orders are matched, at which
time the price is declared fixed. All fixing orders are transacted on the basis
of this fixed price, which is instantly relayed to the market through various
media. The London fix is widely viewed as a full and fair representation of all
market interest at the time of the fix.

The Zurich Bullion Market

After London,
the second principal center for spot or physical gold trading is Zurich. For
eight hours a day, trading occurs simultaneously in London and Zurichwith
Zurich normally opening and closing an hour earlier than London. During these
hours, Zurich closely rivals London in its influence over the spot price
because of the importance of the three major Swiss banksCredit Suisse, Swiss
Bank Corporation, and Union Bank of Switzerland (UBS)in the physical gold
market. Each of these banks has long maintained its own refinery, often taking
physical delivery of gold and processing it for other regional markets. The
loco Zurich bullion specification is the same as for the London bullion market,
which allows for gold physically located in Zurich to be quoted loco London and
vice versa.

Deposit of Gold
and Issuance of Shares

The Trust will
create and redeem Shares from time to time, but only in one or more Baskets.
The creation and redemption of Baskets will only be made in exchange for the
delivery to the Trust or the distribution by the Trust of the amount of gold
represented by the Baskets being created or redeemed, the amount of which will
be based on the

6

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combined NAV
of the number of Shares included in the Baskets being created or redeemed
determined on the day the order to create or redeem Baskets is properly
received. Authorized Participants are the only persons that may place orders to
create and redeem Baskets.

All gold
bullion deposited with the Custodian or for the Custodian by the Zurich
Sub-Custodian2 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.

Creation and
redemption orders will be accepted on business days the NYSE Arca is open for
regular trading. Settlements of such orders requiring receipt or delivery, or
confirmation of receipt or delivery, of gold in the United Kingdom, Zurich or
another jurisdiction will occur on business days when (1) banks in the United
Kingdom, Zurich or such other jurisdiction and (2) the London or Zurich gold
markets are regularly open for business. If such banks or the London or Zurich
gold markets are not open for regular business for a full day, such a day will
only be a business day for settlement purposes if the settlement procedures
can be completed by the end of such day.

On any business day, an
Authorized Participant may place an order with the Trustee to purchase one or
more Baskets. Purchase orders must be placed no later than 3:59:59 p.m. on each
business day the NYSE Arca is open for regular trading. A purchase order so
received is effective on the date it is received in satisfactory form by the
Trustee. By placing a purchase order, an Authorized Participant agrees to
deposit gold with the Trust, as described below. Prior to the delivery of
Baskets for a purchase order, the Authorized Participant must also have wired
to the Trustee the non-refundable transaction fee due for the purchase order
(as explained under Creation and Redemption
Transaction Fee below).

An Authorized Participant who places a purchase order is responsible
for crediting its Authorized Participant Unallocated Account, either loco
London or loco Zurich, with the required gold deposit amount by the
third business day in London or Zurich following the purchase order date. Upon
receipt of the gold deposit amount, the Custodian, after receiving appropriate
instructions from the Authorized Participant and the Trustee, will transfer on
the third business day following the purchase order date the gold deposit
amount from the Authorized Participant Unallocated Account to the unallocated
gold account of the Trust established with the Custodian under the Unallocated
Account Agreement between the Trustee and the Custodian (the Trust Unallocated
Account) and the Trustee will direct DTC to credit the number of Baskets
ordered to the Authorized Participants DTC account. Acting on standing
instructions given by the Trustee, the Custodian will transfer the gold deposit
amount from the Trust Unallocated Account to the allocated gold account of the
Trust established with the Custodian under the Allocated Account Agreement
between the Trustee and the Custodian (the Trust Allocated Account), by
transferring specific gold bars from its inventory or the inventory of the
Zurich Sub-Custodian to the Trust Allocated Account. The Trusts Unallocated
Account Agreement and Allocated Account Agreement are referred to collectively
as the Custody Agreements.

Withdrawal of
Gold and Redemption of Shares

The procedures
by which an Authorized Participant can redeem one or more Baskets will mirror
the procedures for the creation of Baskets. On any business day, an Authorized
Participant may place an order with the Trustee to redeem one or more Baskets.
Redemption orders must be placed no later than 3:59:59 p.m. on each business
day the NYSE Arca is open for regular trading. A redemption order so received
is effective on the date it is received in satisfactory form by the Trustee.
The redemption procedures allow Authorized Participants to redeem Baskets and
do not entitle an individual owner of beneficial interests in the Shares (a
Shareholder) to redeem any Shares in an amount less than a Basket, or to
redeem Baskets other than through an Authorized Participant.

By placing a
redemption order, an Authorized Participant agrees to deliver the Baskets to be
redeemed through DTCs book-entry system to the Trust not later than the
third business day following the effective date of the redemption order. Prior
to the delivery of the redemption distribution for a redemption order, the Authorized
Participant must also have wired to the Trustee the non-refundable transaction
fee due for the redemption order (as explained under Creation and Redemption Transaction Fee
below).

|                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                
|2 The Zurich Sub-Custodian is any firm
 selected by the Custodian to hold the Trusts gold in the Trust Allocated
 Account in the firms Zurich vault premises on a segregated basis and whose
 appointment has been approved by the Sponsor. The Custodian will use
 reasonable care in selecting any Zurich Sub-Custodian. As of the date of this
 annual report, the Zurich Sub-Custodian that the Custodian uses is UBS A.G.

7

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

Creation and
Redemption Transaction Fee

To compensate
the Trustee for services in processing the creation and redemption of Baskets,
an Authorized Participant will be required to pay a transaction fee to the
Trustee of $500 per order to create or redeem Baskets. An order may include
multiple Baskets. The transaction fee may be reduced, increased or otherwise
changed by the Trustee with the consent of the Sponsor. The Trustee shall
notify DTC of any agreement to change the transaction fee and will not
implement any increase in the fee for the redemption of Baskets until 30 days
after the date of the notice. The creation and redemption transaction fee
payable to the Trustee is in addition to and independent of any gold loco swap
cost that an Authorized Participant will be required to pay to the Custodian in
connection with a loco London purchase or redemption order.

The Sponsor

The Sponsor is
a Delaware limited liability company. The Sponsors office is located at
Ordinance House, 31 Pier Road, St. Helier, Jersey JE48PW, Channel Islands.
Under the Delaware Limited Liability Company Act and the governing documents of
the Sponsor, the sole member of the Sponsor, ETF Securities Limited, is not
responsible for the debts, obligations and liabilities of the Sponsor solely by
reason of being the sole member of the Sponsor.

The Sponsors Role

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

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

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

The Trustee

The Bank of
New York Mellon, a banking corporation organized under the laws of the State of
New York with trust powers (BNYM), will serve as the Trustee. BNYM has a
trust 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. Information regarding creation and redemption
Basket composition, NAV of the Trust, transaction fees and the names of the
parties that have each executed an Authorized Participant Agreement may be
obtained from BNYM. A copy of the Trust Agreement is available for inspection
at BNYMs trust office identified above. Under the Trust Agreement, the Trustee
is required to maintain capital, surplus and undivided profits of $150 million.

8

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The Trustees Role

The Trustee is
generally responsible for the day-to-day administration of the Trust, including
keeping the Trusts operational records. The Trustees principal
responsibilities include (1) transferring the Trusts gold as needed to pay the
Sponsors Fee in gold (gold transfers are expected to occur approximately
monthly in the ordinary course), (2) valuing the Trusts gold and calculating
the NAV of the Trust and the NAV per Share, (3) receiving and processing orders
from Authorized Participants to create and redeem Baskets and coordinating the
processing of such orders with the Custodian and DTC, (4) selling the Trusts
gold as needed to pay any extraordinary Trust expenses that are not assumed by
the Sponsor, (5) when appropriate, making distributions of cash or other
property to Shareholders, and (6) receiving and reviewing reports from or on
the Custodians custody of and transactions in the Trusts gold. The Trustee
shall, with respect to directing the Custodian, act in accordance with the
instructions of the Sponsor. If the Custodian resigns, the Trustee shall
appoint an additional or replacement Custodian selected by the Sponsor. Under
the Custody Agreements, the Trustee, the Sponsor and the Sponsors auditors and
inspectors may, only up to twice a year, visit the premises of the Custodian or
the Zurich Sub-Custodian for the purpose of examining the Trusts gold and
certain related records maintained by the Custodian. In addition, other than
with respect to the Zurich Sub-Custodian, the Trustee has no right to visit the
premises of any subcustodian for the purposes of examining the Trusts gold or
any records maintained by the subcustodian, and no subcustodian is obligated to
cooperate in any review the Trustee may wish to conduct of the facilities,
procedures, records or creditworthiness of such subcustodian. The Trustee
intends to regularly communicate with the Sponsor to monitor the overall
performance of the Trust. The Trustee does not monitor the performance of the
Custodian, the Zurich Sub-Custodian or any other subcustodian other than to review
the reports provided by the Custodian pursuant to the Custody Agreements. The
Trustee, along with the Sponsor, will liaise with the Trusts legal, accounting
and other professional service providers as needed. The Trustee will assist and
support the Sponsor with the preparation of all periodic reports required to be
filed with the SEC on behalf of the Trust.

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

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

The Custodian

JPMorgan Chase
Bank, N.A. (JPMorgan) will serve as the Custodian of the Trusts gold.
JPMorgan is a national banking association organized under the laws of the
United States of America. JPMorgan is subject to supervision by the Federal
Reserve Bank of New York and the Federal Deposit Insurance Corporation.
JPMorgans custodian office is located at 125 London Wall, London, EC2Y 5A5,
United Kingdom. In addition to supervision and examination by the US federal
banking authorities, JPMorgans London custodian operations are subject to
supervision by the Financial Services Authority, an independent
non-governmental which exercises statutory regulatory power under the United
Kingdom Financial Services and Markets Act 2000 and which regulates the major
participating members of the LBMA in the United Kingdom.

The Custodians Role

The Custodian
is responsible for safekeeping for the Trust gold deposited with it by
Authorized Participants in connection with the creation of Baskets. The
Custodian is also responsible for selecting the Zurich Sub-Custodian and its
other subcustodians, if any. The Custodian facilitates the transfer of gold in
and out of the Trust through the unallocated gold accounts it will maintain for
each Authorized Participant and the unallocated and allocated gold accounts it
will maintain for the Trust. The Zurich Sub-Custodian will hold at its Zurich,
Switzerland vault premises the Trusts allocated gold on behalf of the
Custodian. The Custodian is responsible for allocating specific bars of gold
bullion to the Trust Allocated Account. The Custodian will provide the Trustee
with regular reports detailing the gold transfers in and out of the Trusts
unallocated and allocated gold accounts and identifying the gold bars held in
the Trusts allocated silver account.

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

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

9

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Description of
The Shares

General

The Trustee is
authorized under the Trust Agreement to create and issue an unlimited number of
Shares. The Trustee will create Shares only in Baskets (a Basket equals a block
of 50,000 Shares) and only upon the order of an Authorized Participant. The
Shares represent units of fractional undivided beneficial interest in and
ownership of the Trust and have no par value. Any creation and issuance of
Shares above the amount registered on the Trusts then-current and effective
registration statement with the SEC will require the registration of such
additional Shares.

Description of Limited Rights

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

Distributions

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

Voting and Approvals

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

Redemption of the Shares

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

Book-Entry Form

Individual
certificates will not be issued for the Shares. Instead, one or more global
certificates will be deposited by the Trustee with DTC and registered in the
name of Cede & Co., as nominee for DTC. The global certificates will
evidence all of the Shares outstanding at any time. Under the Trust Agreement,
Shareholders are limited to (1) participants in DTC such as banks, brokers,
dealers and trust companies (DTC Participants), (2) those who maintain, either
directly or indirectly, a custodial relationship with a DTC Participant
(Indirect Participants), and (3) those banks, brokers, dealers, trust companies
and others who hold interests in the Shares through DTC Participants or
Indirect Participants. The Shares are only transferable through the book-entry
system of DTC. Shareholders who are not DTC Participants may transfer their
Shares through DTC by instructing the DTC Participant holding their Shares (or
by instructing the Indirect Participant or other entity through which their
Shares are held) to transfer the Shares. Transfers will be made in accordance
with standard securities industry practice.

Custody of The
Trusts Gold

Custody of the
gold bullion deposited with and held by the Trust will be provided by the
Custodian at the Zurich, Switzerland vaults of the Zurich Sub-Custodian, and by
other sub-custodians on a temporary basis only in unallocated form. The
Custodian is a market maker, clearer and approved weigher under the rules of
the LBMA.

The Custodian
is the custodian of the gold bullion credited to Trust Allocated Account in
accordance with the Custody Agreements. The Custodian will segregate the gold
bullion credited to the Trust Allocated Account from any other precious metal
it holds or holds for others by entering appropriate entries in its books and
records, and will require any Zurich Sub-Custodian it appoints to also
segregate the gold bullion from the other gold held by them for other customers
of the Custodian and the Zurich Sub-Custodians other customers. The Custodian
will require any

10

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Zurich
Sub-Custodian it appoints to identify in such Zurich Sub-Custodians books and
records the Trust as having the rights to the gold bullion credited to its
Trust Allocated Account.

The Custodian,
as instructed by the Trustee on behalf of the Trust, is authorized to accept,
on behalf of the Trust, deposits of gold in unallocated form. Acting on
standing instructions given by the Trustee specified in the Custody Agreements,
the Custodian will or will require the Zurich Sub- Custodian to allocate gold
deposited in unallocated form with the Trust by selecting bars of gold bullion
for deposit to the Trust Allocated Account. All gold bullion allocated to the
Trust must conform to the rules, regulations, practices and customs of the
LBMA.

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

United States
Federal Income Tax Consequences

The following
discussion of the material US federal income tax consequences that
generally will apply to the purchase, ownership and disposition of Shares by
    a US Shareholder (as defined below), and certain US federal income tax
consequences that may apply to an investment in Shares by a Non-US Shareholder
(as defined below), represents, insofar as it describes conclusions as to US
    federal income tax law and subject to the limitations and qualifications
    described therein, the opinion of Katten Muchin Rosenman LLP, counsel to
    the Sponsor and special US tax counsel to the Trust. An opinion of counsel,
    however, is not binding on the Internal Revenue Service (the IRS)
    or on the courts, and does not preclude the IRS from taking a contrary position.
    The discussion below is based on the United States Internal Revenue Code
    of 1986, as amended (the Code),
    United States Treasury Regulations (Treasury Regulations) promulgated
    under the Code and judicial and administrative interpretations of the Code,
    all as in effect on the date of this annual report and all of which are subject
    to change either prospectively or retroactively. The tax treatment of Shareholders
    may vary depending upon their own particular circumstances. Certain Shareholders
    (including broker-dealers, traders, banks and other financial institutions,
    insurance companies, real estate investment trusts, tax-exempt entities,
    Shareholders whose functional currency is not the US dollar or other investors
    with special circumstances) may be subject to special rules not discussed
    below. In addition, the following discussion applies only to investors who
    will hold Shares as capital
    assets within
the meaning of Code section 1221 and not as part of a straddle, hedging transaction
or a conversion or constructive sale transaction. Moreover, the discussion
below does not address the effect of any state, local or foreign tax law or any
transfer tax on an owner of Shares. Purchasers of Shares are urged to consult
their own tax advisors with respect to all federal, state, local and foreign
tax law or any transfer tax considerations potentially applicable to their
investment in Shares.

For purposes
of this discussion, a US Shareholder is a Shareholder that is:

| |   |                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An
 individual who is treated as a citizen or resident of the United States for
 US federal income tax purposes;                                                                                                             
| |   |                                                                                                                                                                                                                              
| |  | A
 corporation (or other entity treated as a corporation for US federal tax
 purposes) created or organized in or under the laws of the United States or
 any political subdivision thereof;                                 
| |   |                                                                                                                                                                                                                              
| |  | An estate,
 the income of which is includible in gross income for US federal income tax
 purposes regardless of its source; or                                                                                               
| |   |                                                                                                                                                                                                                              
| |  | A trust, if
 a court within the United States is able to exercise primary supervision over
 the administration of the trust and one or more US persons have the authority
 to control all substantial decisions of the trust.

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

Taxation of the Trust

The Trust will
be classified as a grantor trust for US federal income tax purposes. As a
result, the Trust itself will not be subject to US federal income tax. Instead,
the Trusts income and expenses will flow through to the Shareholders, and
the Trustee will report the Trusts income, gains, losses and deductions to the
IRS on that basis.

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Taxation of US Shareholders

Shareholders
generally will be treated, for US federal income tax purposes, as if they
directly owned a pro rata share of the underlying assets held in the Trust.
Shareholders also will be treated as if they directly received their respective
pro rata shares of the Trusts income, if any, and as if they directly incurred
their respective pro rata shares of the Trusts expenses. In the case of a
Shareholder that purchases Shares for cash, its initial tax basis in its pro
rata share of the assets held in the Trust at the time it acquires its Shares
will be equal to its cost of acquiring the Shares. In the case of a Shareholder
that acquires its Shares as part of a creation, the delivery of gold to the
Trust in exchange for the underlying gold 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 held in the Trust will
be the same as its tax basis and holding period for the gold delivered in
exchange therefor (except to the extent of any cash contributed for such
Shares). For purposes of this discussion, it is assumed that all of a
Shareholders Shares are acquired on the same date and at the same price per
Share. Shareholders that hold multiple lots of Shares, or that are
contemplating acquiring multiple lots of Shares, should consult their tax
advisors as to the determination of the tax basis and holding period for the
underlying gold related to such Shares.

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

Upon a
Shareholders sale of some or all of its Shares, the Shareholder will be
treated as having sold the portion of its pro rata share of the gold held in
the Trust 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 held in the Trust at the time of sale that is
attributable to the Shares sold, as determined in the manner described in the
preceding paragraph.

A redemption
of some or all of a Shareholders Shares in exchange for the underlying gold
represented by the Shares redeemed generally will not be a taxable event to the
Shareholder. The Shareholders tax basis for the gold received in the
redemption generally will be the same as the Shareholders tax basis for the
portion of its pro rata share of the gold held in the Trust immediately prior
to the redemption that is attributable to the Shares redeemed. The
Shareholders holding period with respect to the gold received should include
the period during which the Shareholder held the Shares redeemed. A subsequent
sale of the gold received by the Shareholder will be a taxable event.

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 held in the Trust immediately after
such sale or redemption generally will be equal to its tax basis for its share
of the total amount of the gold held in the Trust 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
received by the Shareholder in the redemption.

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

Maximum 28% Long-Term Capital Gains Tax Rate
for US Shareholders Who Are Individuals

Under current
law, gains recognized by individuals from the sale of collectibles, including
gold bullion, held for more than one year are taxed at a maximum federal income
tax rate of 28%, rather than the 15% rate applicable to

12

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most other
long-term capital gains. For these purposes, gain recognized by an individual
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 an individual US Shareholder
attributable to a sale of Shares held for more than one year, or attributable
to the Trust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 rate of 28%. The tax rates for capital gains
recognized upon the sale of assets held by an individual US Shareholder for one
year or less or by a taxpayer other than an individual US taxpayer are
generally the same as those at which ordinary income is taxed.

Brokerage Fees and Trust 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
Trust. 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 by the Trust (as
discussed above), even though some or all of the proceeds of such sale are used
by the Trustee to pay Trust expenses. Shareholders may deduct their respective
pro rata shares of each expense incurred by the Trust to the same extent as if
they directly incurred the expense. Shareholders who are individuals, estates
or trusts, however, may be required to treat some or all of the expenses of the
Trust, to the extent that such expenses may be deducted, as miscellaneous
itemized deductions. 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 further limitations under
applicable provisions of the Code, and may not be deductible at all for
alternative minimum tax purposes.

Investment by Regulated Investment Companies

Mutual funds
and other investment vehicles which are regulated investment companies within
the meaning of Code section 851 should consult with their tax advisors
concerning (1) the likelihood that an investment in Shares, although they are a
security within the meaning of the Investment Company Act of 1940, may be
considered an investment in the underlying gold for purposes of Code section
851(b), and (2) the extent to which an investment in Shares might nevertheless
be consistent with preservation of their qualification under Code section 851.

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

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

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

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

Income Taxation of Non-US Shareholders

The Trust does
not expect to generate taxable income except for gain (if any) upon the sale of
gold. A Non-US Shareholder generally will not be subject to US federal income
tax with respect to gain recognized upon the sale or other disposition of
Shares, or upon the sale of gold by the Trust, unless (1) the Non-US
Shareholder is an individual and is present in the United States for 183 days
or more during the taxable year of the sale or other disposition, and the gain
is treated as being from United States sources; or (2) the gain is effectively
connected with the conduct by the Non-US Shareholder of a trade or business in
the United States.

Taxation in Jurisdictions other than the
United States

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

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ERISA and Related
Considerations

The Employee
Retirement Income Security Act of 1974, as amended (ERISA), and/or 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 and/or the Code (collectively, 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, (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.

It is
anticipated that the Shares will constitute publicly-held offered securities
as defined in Department of Labor Regulations §2510.3-101(b)(2). Accordingly,
Shares purchased by a Plan, and not the Plans interest in the underlying gold
bullion held in the Trust 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.

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 whom the plan account is maintained, of an amount equal to the cost to the
account of acquiring the collectible. The IRS has issued private letter rulings
to the effect that a purchase of shares in a trust holding precious metals by
an IRA, or by a participant-directed account under a Code section 401(a) plan,
will not be treated as resulting in a taxable distribution to the IRA owner or
plan participant under Code section 408(m). 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 received by such IRA or plan account upon the
redemption of any of the Shares purchased by it, the Shares or gold so
distributed will be subject to federal income tax in the year of distribution,
to the extent provided under the applicable provisions of Code sections 408(d),
408(m) or 402.

Item 1A. 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
report, including the Trusts financial statements and the related notes.

The value of the Shares relates directly to
the value of the gold held by the Trust and fluctuations in the price of gold
could materially adversely affect an investment in the Shares.

The Shares are
designed to mirror as closely as possible the performance of the price of gold
bullion, and the value of the Shares relates directly to the value of the gold
held by the Trust, less the Trusts liabilities (including estimated accrued
but unpaid expenses). The price of gold has fluctuated widely over the past
several years. Several factors may affect the price of gold, including:

| |   |                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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, the United States and
 Australia;
| |   |                                                                                                                                                                                                                                                                                                                                         
| |  | Investors
 expectations with respect to the rate of inflation;                                                                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                         
| |  | Currency
 exchange rates;                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                         
| |  | Interest
 rates;                                                                                                                                                                                                                                                                                                                        

14

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| |   |                                                                            
| | - | ---------------------------------------------------------------------------
| |  | Investment
 and trading activities of hedge funds and commodity funds; and 
| |   |                                                                            
| |  | Global or
 regional political, economic or financial events and situations.

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.

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

The Shares may
trade at, above or below the NAV per Share. The NAV per Share fluctuates with
changes in the market value of the Trusts assets. The trading price of the
Shares fluctuates in accordance with changes in the NAV per Share as well as
market supply and demand. The amount of the discount or premium in the trading
price relative to the NAV per Share may be influenced by non-concurrent trading
hours between the NYSE Arca and the major gold markets. While the Shares trade
on the NYSE Arca until 4:00 PM New York time, liquidity in the market for gold
is reduced after the close of the major world gold markets, including London,
Zurich and the COMEX. As a result, during this time, trading spreads, and the
resulting premium or discount on the Shares, may widen.

Purchasing activity in the gold market
associated with the purchase of Baskets from the Trust may cause a temporary
increase in the price of gold. This increase may adversely affect an investment
in the Shares.

Purchasing
activity associated with acquiring the gold required for deposit into the Trust
in connection with the creation of Baskets may temporarily increase the market
price of gold, which will result in higher prices for the Shares. Temporary
increases in the market price of gold may also occur as a result of the
purchasing activity of other market participants. Other gold market
participants may attempt to benefit from an increase in the market price of
gold that may result from increased purchasing activity of gold connected with
the issuance of Baskets. Consequently, the market price of gold may decline
immediately after Baskets are created. If the price of gold declines, the
trading price of the Shares may also decline.

The Shares and their value could decrease if
unanticipated operational or trading problems arise.

There may be
unanticipated problems or issues with respect to the mechanics of the Trusts
operations and the trading of the Shares that could have a material adverse
effect on an investment in the Shares. In addition, although the Trust is not
actively managed by traditional methods, to the extent that unanticipated
operational or trading problems or issues arise, the Sponsors past experience and
qualifications may not be suitable for solving these problems or issues.

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

If the
processes of creation and redemption of Shares (which depend on timely
transfers of gold to and by the Custodian) encounter any unanticipated difficulties,
potential market participants who would otherwise be willing to purchase or
redeem Baskets to take advantage of any arbitrage opportunity arising from
discrepancies between the price of the Shares and the price of the underlying
gold may not take the risk that, as a result of those difficulties, they may
not be able to realize the profit they expect. If this is the case, the
liquidity of Shares may decline and the price of the Shares may fluctuate
independently of the price of gold and may fall.

The liquidity of the Shares may be affected
by the withdrawal from participation of one or more Authorized Participants.

In the event
that one or more Authorized Participants having substantial interests in Shares
or otherwise responsible for a significant portion of the Shares daily trading
volume on the Exchange withdraw 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 protections
associated with ownership of shares in an investment company registered under
the Investment Company Act of 1940 or the protections afforded by the CEA.

The Trust is
not registered as an investment company under the Investment Company Act of
1940 and is not required to register under such act. Consequently, Shareholders
do not have the regulatory protections provided to investors in investment
companies. The Trust does and will not hold or trade in commodity futures
contracts

15

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regulated by
the CEA, as administered by the CFTC. Furthermore, the Trust is not a commodity
pool for purposes of the CEA, and neither the Sponsor nor the Trustee is
subject to regulation by the CFTC as a commodity pool operator or a commodity
trading advisor in connection with the Shares. Consequently, Shareholders do
not have the regulatory protections provided to investors in CEA-regulated
instruments or commodity pools.

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

If the Trust
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 Trusts gold is sold as part of the
Trusts liquidation, the resulting proceeds distributed to Shareholders will be
less than if gold prices were higher at the time of sale.

The lack of an active trading market for the
Shares may result in losses on investment at the time of disposition of the
Shares.

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

Shareholders do not have the rights enjoyed
by investors in certain other 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 do not receive dividends).

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

The Trust
competes with other financial vehicles, including traditional debt and equity
securities issued by companies in the gold industry and other securities backed
by or linked to gold, direct investments in gold and investment vehicles
similar to the Trust. 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.

The price of gold may be affected by the sale
of ETVs tracking gold markets.

To the extent
existing exchange traded vehicles (ETVs) tracking gold markets represent a
significant proportion of demand for physical gold bullion, large redemptions
of the securities of these ETVs could negatively affect physical gold bullion
prices and the price and NAV of the Shares.

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

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

Several factors may have the effect of
causing a decline in the prices of gold and a corresponding decline in the
price of Shares. Among them:

| |   |                                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A
 significant increase in gold hedging activity by gold producers. Should there
 be an increase in the level of hedge activity of gold producing companies, it
 could cause a decline in world gold prices, adversely affecting the price of
 the Shares.                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                       
| |  | A
 significant change in the attitude of speculators, investors and central
 banks towards gold. Should the speculative community take a negative view
 towards gold or central banking authorities determine to sell national gold
 reserves, either event could cause a decline in world gold prices, negatively
 impacting the price of the Shares.
| |   |                                                                                                                                                                                                                                                                                                                                                       
| |  | A widening
 of interest rate differentials between the cost of money and the cost of gold
 could negatively affect the price of gold which, in turn, could negatively
 affect the price of the Shares.                                                                                                                                                

16

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.

The Trusts gold may be subject to loss,
damage, theft or restriction on access.

There is a
risk that part or all of the Trusts gold could be lost, damaged or stolen.
Access to the Trusts gold could also be restricted by natural events (such as
an earthquake) or human actions (such as a terrorist attack). Any of these
events may adversely affect the operations of the Trust and, consequently, an
investment in the Shares.

The Trusts lack of insurance protection and
the Shareholders limited rights of legal recourse against the Trust, the
Trustee, the Sponsor, the Custodian, any Zurich Sub-Custodian and any other
sub-custodian exposes the Trust and its Shareholders to the risk of loss of the
Trusts gold for which no person is liable.

The Trust does
not insure its gold. The Custodian maintains insurance with regard to its
business on such terms and conditions as it considers appropriate in connection
with its custodial obligations and is responsible for all costs, fees and
expenses arising from the insurance policy or policies. The Trust is not a
beneficiary of any such insurance and does not have the ability to dictate the
existence, nature or amount of coverage. Therefore, Shareholders cannot be
assured that the Custodian maintains adequate insurance or any insurance with
respect to the gold held by the Custodian on behalf of the Trust. In addition,
the Custodian and the Trustee do not require the Zurich Sub-Custodian or any
other direct or indirect sub-custodians to be insured or bonded with respect to
their custodial activities or in respect of the gold held by them on behalf of
the Trust. Further, Shareholders recourse against the Trust, the Trustee and
the Sponsor, under New York law, the Custodian, the Zurich Sub-Custodian and
any other sub-custodian, under English law, and any sub-custodians under the
law governing their custody operations is limited. Consequently, a loss may be
suffered with respect to the Trusts gold which is not covered by insurance and
for which no person is liable in damages.

The Custodians limited liability under the
Custody Agreements and English law may impair the ability of the Trust to
recover losses concerning its gold and any recovery may be limited, even in the
event of fraud, to the market value of the gold at the time the fraud is
discovered.

The liability
of the Custodian is limited under the Custody Agreements. Under the Custody
Agreements between the Trustee and the Custodian which establish the Trust
Unallocated Account and the Trust Allocated Account, the Custodian is only
liable for losses that are the direct result of its own negligence, fraud or
willful default in the performance of its duties. Any such liability is further
limited, in the case of the Allocated Account Agreement, to the market value of
the gold held in the Trust Allocated Account at the time such negligence, fraud
or willful default is discovered by the Custodian and, in the case of the
Unallocated Account Agreement, to the amount of gold credited to the Trust
Unallocated Account at the time such negligence, fraud or willful default is
discovered by the Custodian. Under each Authorized Participant Unallocated
Bullion Account Agreement (between the Custodian or other gold bullion clearing
bank and an Authorized Participant establishing an Authorized Participant
Unallocated Account), the Custodian is not contractually or otherwise liable
for any losses suffered by any Authorized Participant or Shareholder that are
not 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 Allocated Account Agreement, the Unallocated Account Agreement or the
Authorized Participant Unallocated Bullion Account Agreement by reason of any
cause beyond its reasonable control, including acts of God, war or terrorism.
As a result, the recourse of the Trustee or the investor, under English law, is
limited. Furthermore, under English common law, the Custodian, the Zurich
Sub-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.

The obligations of the Custodian, the Zurich
Sub-Custodian and any other subcustodians are governed by English law, which
may frustrate the Trust in attempting to receive legal redress against the
Custodian, the Zurich Sub-Custodian or any subcustodian concerning its gold.

The
obligations of the Custodian under the Custody Agreements are, and the
Authorized Participant Unallocated Bullion Account Agreements may be, governed
by English law. The Custodian has entered into arrangements with the Zurich
Sub-Custodian and may enter into arrangements with any other subcustodians for
all or a significant

17

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portion of the
Trusts gold, which arrangements may also be governed by English law. The Trust
is a New York common law trust. Any United States, New York or other court
situated in the United States may have difficulty interpreting English law
(which, insofar as it relates to custody arrangements, is largely derived from
court rulings rather than statute), LBMA rules or the customs and practices in
the London custody market. It may be difficult or impossible for the Trust to
sue the Zurich Sub-Custodian or any other subcustodian in a United States, New
York or other court situated in the United States. In addition, it may be
difficult, time consuming and/or expensive for the Trust to enforce in a
foreign court a judgment rendered by a United States, New York or other court situated
in the United States.

Although the relationship between the
Custodian and the Zurich Sub-Custodian concerning the Trusts allocated gold is
expressly governed by English law, a court hearing any legal dispute concerning
that arrangement may disregard that choice of law and apply Swiss law, in which
case the ability of the Trust to seek legal redress against the Zurich
Sub-Custodian may be frustrated.

The
obligations of the Zurich Sub-Custodian under its arrangement with the
Custodian with respect to the Trusts allocated gold is expressly governed by
English law. Nevertheless, a court in the United States, England or Switzerland
may determine that English law should not apply and, instead, apply Swiss law
to that arrangement. Not only might it be difficult or impossible for a United
States or English court to apply Swiss law to the Zurich Sub-Custodians
arrangement, but application of Swiss law may, among other things, alter the
relative rights and obligations of the Custodian and the Zurich Sub-Custodian
to an extent that a loss to the Trusts gold may not have adequate or any legal
redress. Further, the ability of the Trust to seek legal redress against the
Zurich Sub-Custodian may be frustrated by application of Swiss law.

The Trust may not have adequate sources of
recovery if its gold is lost, damaged, stolen or destroyed.

If the Trusts
gold is lost, damaged, stolen or destroyed under circumstances rendering a
party liable to the Trust, the responsible party may not have the financial
resources sufficient to satisfy the Trusts claim. For example, as to a
particular event of loss, the only source of recovery for the Trust might be
limited to the Custodian, the Zurich Sub-Custodian or any other subcustodians
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 Trust.

Shareholders and Authorized Participants lack
the right under the Custody Agreements to assert claims directly against the
Custodian, the Zurich Sub-Custodian and any subcustodian.

Neither the
Shareholders nor any Authorized Participant have a right under the Custody
Agreements to assert a claim of the Trustee against the Custodian, the Zurich
Sub-Custodian or any subcustodian. Claims under the Custody Agreements may only
be asserted by the Trustee on behalf of the Trust.

The Custodian is reliant on the Zurich
Sub-Custodian for the safekeeping of all or a substantial portion of the
Trusts gold. Furthermore, the Custodian has limited obligations to oversee or
monitor the Zurich Sub-Custodian. As a result, failure by any Zurich
Sub-Custodian to exercise due care in the safekeeping of the Trusts gold could
result in a loss to the Trust.

Gold generally
trades on a loco London or loco Zurich basis whereby the physical gold is held
in vaults located in London or Zurich or is transferred into accounts
established in London or Zurich. The Custodian does not have a vault in Zurich
and is reliant on the Zurich Sub-Custodian for the safekeeping of all or a
substantial portion of the Trusts allocated gold. Other than obligations to
(1) use reasonable care in appointing the Zurich Sub-Custodian, (2) require any
Zurich Sub-Custodian to segregate the gold held by it for the Trust from any
other gold held by it for the Custodian and any other customers of the
Custodian by making appropriate entries in its books and records and (3) ensure
that the Zurich Sub-Custodian provide confirmation to the Trustee that it has
undertaken to segregate the gold held by it for the Trust, the Custodian is not
liable for the acts or omissions of the Zurich Sub-Custodian. Other than as
described above, the Custodian does not undertake to monitor the performance by
the Zurich Sub-Custodian of its custody functions. The Trustees obligation to
monitor the performance of the Custodian is limited to receiving and reviewing
the reports of the Custodian. The Trustee does not monitor the performance of
the Zurich Sub-Custodian or any other subcustodian. In addition, the ability of
the Trustee and the Sponsor to monitor the performance of the Custodian may be
limited because under the Custody Agreements, the Trustee and the Sponsor have
only limited rights to visit the premises of the Custodian or the Zurich
Sub-Custodian for the purpose of examining the Trusts gold and certain related
records maintained by the Custodian or Zurich Sub-Custodian.

18

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As a result of
the above, any failure by any Zurich Sub-Custodian to exercise due care in the
safekeeping of the Trusts gold may not be detectable or controllable by the
Custodian or the Trustee and could result in a loss to the Trust.

The Custodian relies on its Zurich
Sub-Custodian to hold the gold allocated to the Trust Allocated Account and
used to settle redemptions. As a result, settlement of gold in connection with
redemptions loco London may require more than three days.

The Custodian
is reliant on its Zurich Sub-Custodian to hold the gold allocated to the Trust
Allocated Account in order to effect redemption of Shares. As a result, in the
case for redemption orders electing gold deliveries to be received loco London,
it may take longer than three business days for gold to be credited to the
Authorized Participant Unallocated Account, which may result in a delay of
settlement of the redemption order that is settled loco London.

Because neither the Trustee nor the Custodian
oversees or monitors the activities of subcustodians who may hold the Trusts
gold, failure by the subcustodians to exercise due care in the safekeeping of
the Trusts gold could result in a loss to the Trust.

Under the
Allocated Account Agreement, the Custodian may appoint from time to time one or
more subcustodians to hold the Trusts gold on a temporary basis pending
delivery to the Custodian. The subcustodians which the Custodian currently uses
are the Bank of England, Brinks Global Services Inc., Via Mat International
and LBMA clearing members that provide bullion vaulting and clearing services
to third parties. The Custodian has selected the Zurich Sub-Custodian, and the
Zurich Sub-Custodian maintains custody of all of the Trusts allocated gold for
the Custodian. The Custodian is required under the Allocated Account Agreement
to use reasonable care in appointing the Zurich Sub-Custodian and any other
subcustodians, making the Custodian liable only for negligence or bad faith in
the selection of such subcustodians, and has an obligation to use commercially
reasonable efforts to obtain delivery of the Trusts gold from any
subcustodians appointed by the Custodian. Otherwise, the Custodian is not
liable for the acts or omissions of its subcustodians. These subcustodians may
in turn appoint further subcustodians, but the Custodian is not responsible for
the appointment of these further subcustodians. The Custodian does not
undertake to monitor the performance by subcustodians of their custody
functions or their selection of further subcustodians. The Trustee does not
monitor the performance of the Custodian other than to review the reports
provided by the Custodian pursuant to the Custody Agreements and does not
undertake to monitor the performance of any subcustodian. Furthermore, except
for the Zurich Sub-Custodian, the Trustee may have no right to visit the
premises of any subcustodian for the purposes of examining the Trusts gold or
any records maintained by the subcustodian, and no subcustodian will be
obligated to cooperate in any review the Trustee may wish to conduct of the
facilities, procedures, records or creditworthiness of such subcustodian. In
addition, the ability of the Trustee to monitor the performance of the
Custodian may be limited because under the Allocated Account Agreement and the
Unallocated Account Agreement the Trustee has only limited rights to visit the
premises of the Custodian and the Zurich Sub-Custodian for the purpose of
examining the Trusts gold and certain related records maintained by the
Custodian and the Zurich Sub-Custodian.

The obligations of any subcustodian of the
Trusts gold are not determined by contractual arrangements but by LBMA rules
and London bullion market customs and practices, which may prevent the Trusts
recovery of damages for losses on its gold custodied with subcustodians.

Except for the
Custodians arrangement with the Zurich Sub-Custodian, there are expected to be
no written contractual arrangements between subcustodians that hold the Trusts
gold and the Trustee 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 Trust.
Under English law, neither the Trustee nor the Custodian would have a
supportable breach of contract claim against a subcustodian for losses relating
to the safekeeping of gold. If the Trusts gold is lost or damaged while in the
custody of a subcustodian, the Trust may not be able to recover damages from
the Custodian or the subcustodian. Whether a subcustodian will be liable for
the failure of subcustodians appointed by it to exercise due care in the
safekeeping of the Trusts gold will depend on the facts and circumstances of
the particular situation. Shareholders cannot be assured that the Trustee will
be able to recover damages from subcustodians whether appointed by the
Custodian or by another subcustodian for any losses relating to the safekeeping
of gold by such subcustodian.

Gold bullion allocated to the Trust in
connection with the creation of a Basket may not meet the London Good Delivery
Standards and, if a Basket is issued against such gold, the Trust may suffer a
loss.

19

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Neither the
Trustee nor the Custodian independently confirms the fineness of the gold
allocated to the Trust in connection with the creation of a Basket. The gold
bullion allocated to the Trust by the Custodian may be different from the
reported fineness or weight required by the LBMAs standards for gold bars
delivered in settlement of a gold trade (London Good Delivery Standards), the
standards required by the Trust. If the Trustee nevertheless issues a Basket
against such gold, and if the Custodian fails to satisfy its obligation to
credit the Trust the amount of any deficiency, the Trust may suffer a loss.

Gold held in the Trusts unallocated gold
account and any Authorized Participants unallocated gold account is not
segregated from the Custodians assets. If the Custodian becomes insolvent, its
assets may not be adequate to satisfy a claim by the Trust 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 bullion held in the Trusts
allocated gold account.

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

In the case of
the insolvency of the Custodian, a liquidator may seek to freeze access to the
gold held in all of the accounts held by the Custodian, including the Trust
Allocated Account. Although the Trust would be able to claim ownership of
properly allocated gold, the Trust could incur expenses in connection with
asserting such claims, and the assertion of such a claim by the liquidator
could delay creations and redemptions of Baskets.

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

The
Custodians definitive records are prepared after the close of its business
day. However, when issuing Baskets, the Trustee relies on information reporting
the amount of gold credited to the Trust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 Trustee is incorrect, the amount of gold
actually received by the Trust may be more or less than the amount required to
be deposited for the issuance of Baskets.

The sale of the Trusts gold to pay expenses
not assumed by the Sponsor at a time of low gold prices could adversely affect
the value of the Shares.

The Trustee
sells gold held by the Trust to pay Trust expenses not assumed by the Sponsor
on an as-needed basis irrespective of then-current gold prices. The Trust is
not actively managed and no attempt will be made to buy or sell gold to protect
against or to take advantage of fluctuations in the price of gold.
Consequently, the Trusts gold may be sold at a time when the gold price is
low, resulting in a negative effect on the value of the Shares.

The value of the Shares will be adversely
affected if the Trust is required to indemnify the Sponsor or the Trustee under
the Trust Agreement.

Under the
Trust Agreement, each of the Sponsor and the Trustee has a right to be
indemnified from the Trust for any liability or expense it incurs without gross
negligence, bad faith or willful misconduct on its part. That means the Sponsor
or the Trustee may require the assets of the Trust to be sold in order to cover
losses or liability suffered by it. Any sale of that kind would reduce the NAV
of the Trust and the value of the Shares.

Item 1B.
Unresolved Staff Comments

None.

20

---



Item 2.
Properties

Not
applicable.

Item 3. Legal
Proceedings

None.

Item 4. (Removed
and Reserved)

21

---



PART II

Item 5. Market
for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.

a) On
September 9, 2009, the Trusts Shares commenced trading on the NYSE Arca under
the symbol SGOL, and the Trust commenced operations, began accruing expenses
and began the calculation of NAV. For each of the quarters during the fiscal
period commencing September 9, 2009 and ending December 31, 2009 (the
Reporting Period, the high and low sale prices of the Shares as reported for
NYSE Arca transactions were as follows:

|                                              |  |                                |        |     |   |        | 
|--------------------------------------------- |  | ------------------------------ | ------ | --- | - | ------ | 
|                                              |  | Period ended December 31, 2009 |       
|                                              |  | High                           |        | Low |  
|Third
 Quarter (commencing September 9, 2009) |  | $                              | 101.84 |     | $ | 98.92  | 
|Fourth
 Quarter                               |  | $                              | 121.08 |     | $ | 100.32 | 

The number of
Shareholders of record of the Trust as of March 26, 2010 was approximately nine.

b) Not
applicable.

c) 5 Baskets
(250,000 Shares) were redeemed during the fourth quarter of the year ended
December 31, 2009.

|                      |  |                                  |  |                                   | 
|--------------------- |  | -------------------------------- |  | --------------------------------- | 
|Period                |  | Total Number of Shares
 Redeemed |  | Average Ounces of Gold
 Per Share | 
|                      |  |                                  |  |                                   | 
|10/01/09 to
 10/31/09 |  | 0                                |  | 0                                 | 
|11/01/09 to
 11/30/09 |  | 0                                |  | 0                                 | 
|12/01/09 to
 12/31/09 |  | 250,000                          |  | 0.09999                           | 
|                      |  |                                  |  |                                   | 
|Total                 |  | 250,000                          |  | 0.09999                           | 

Item 6. Selected
Financial Data.

The following
selected financial data for the Reporting Period should be read in conjunction
with the Trusts financial statements and related notes and Managements
Discussion and Analysis of Financial Condition and Results of Operations.

|                                               |  |                     |             | 
|---------------------------------------------- |  | ------------------- | ----------- | 
|                                               |  | December 31,
 2009* |            
|Total assets                                   |  | $                   | 327,645,920 | 
|Total gain
 on sales and distributions of gold |  | $                   | 1,566,531   | 
|Net gain
 (loss)                               |  | $                   | 1,273,268   | 
|Weighted-average
 shares outstanding           |  |                     | 1,942,149   | 
|Net gain
 (loss) per share                     |  | $                   | 0.66        | 
|Net cash
 flows                                |  | $                   | 0           | 

|  |                                                             
|- | ------------------------------------------------------------
| 
|* | For the
 period from September 9, 2009 to December 31, 2009.

Item 7.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.

This information should be read in
conjunction with the financial statements and notes to the financial statements
included with this report. The discussion and analysis that follows may contain
statements that relate to future events or future performance. In some cases,
such forward-looking statements can be identified by terminology such as may,
should, expect, plan, anticipate, believe, estimate, predict, potential
or the negative of these terms or other comparable terminology. Neither the
Sponsor, nor any other person assumes responsibility for the accuracy or
completeness of forward-looking statements. 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 a change in the Sponsors expectations or
predictions.

22

---



Introduction.

The Trust is a
common law trust, formed under the laws of the state of New York on the completion
of the initial deposit of gold on September 1, 2009 (the Date of Inception).
The Trust is not managed like a corporation or an active investment vehicle. It
does not have any officers, directors, or employees and is administered by the
Trustee pursuant to the Trust Agreement. The Trust is not registered as an
investment company under the Investment Company Act of 1940 and is not required
to register under such act. It will not hold or trade in commodity futures
contracts, nor is it a commodity pool, subject to regulation as a commodity
pool operator or a commodity trading adviser in connection with issuing Shares.

The Trust
holds gold and is expected to issue Baskets in exchange for deposits of gold,
and to distribute gold in connection with redemptions of Baskets. Shares issued
by the Trust represent units of undivided beneficial interest in and ownership
of the Trust. The investment objective of the Trust is for the Shares to
reflect the performance of the price of gold, less the Trusts expenses. The
Sponsor believes that, for many investors, the Shares will represent a cost
effective investment relative to traditional means of investing in gold.

The Trust
issues and redeems Shares only with Authorized Participants in exchange for
gold, only in aggregations of 50,000 or integral multiples thereof. A list of
current Authorized Participants is available from the Sponsor or the Trustee.

Shares of the
Trust trade on the NYSE Arca under the symbol SGOL.

Valuation of Gold and Computation of Net Asset
Value.

As of the
London PM Fix on each day that the NYSE Arca is open for regular trading or as
soon as practicable after 4:00 p.m. New York time, (the Evaluation Time) the
Trustee values the gold held by the Trust and determines both the ANAV and the
NAV of the Trust.

At the
Evaluation Time, the Trustee values the Trusts gold on the basis of that days
London PM Fix, or, if no London PM Fix is made on such day or has not been
announced by the Evaluation Time, the next most recent London PM Fix determined
prior to the Evaluation Time is used, unless the Sponsor determines that such
price is inappropriate as a basis for valuation. In the case this determination
is made, the Sponsor will identify an alternative basis for such evaluation to
be used by the Trustee.

Once the value
of the gold held by the Trust has been determined, the Trustee subtracts all
estimated accrued but unpaid fees and other liabilities of the Trust from the
total value of the gold and all other assets of the Trust. The resulting figure
is the ANAV of the Trust. The ANAV is used to compute the Sponsors Fee.

The Trustee
then subtracts from the ANAV the amount of accrued Sponsors Fees computed for
such day to determine the NAV of the Trust. The Trustee also determines the NAV
per Share by dividing the NAV of the Trust by the number of Shares outstanding
as of the close of trading on the NYSE Arca.

The following chart shows the daily London PM Fix price of gold for the Reporting Period:



23

---



Liquidity & Capital Resources

The Trust is
not aware of any trends, demands, conditions, events or uncertainties that are
reasonably likely to result in material changes to its liquidity needs. In
exchange for the Sponsors Fee, the Sponsor has agreed to assume most of the
expenses incurred by the Trust. As a result, the only expense of the Trust
during the period covered by this report was the Sponsors Fee. The Trusts
only source of liquidity is its transfers and sales of gold.

The Trustee
will, at the direction of the Sponsor or in its own discretion, sell the
Trusts gold as necessary to pay the Trusts expenses not otherwise assumed by
the Sponsor. The Trustee will not sell gold to pay the Sponsors Fee but will
pay the Sponsors Fee through in-kind transfers of gold to the Sponsor. At
December 31, 2009 the Trust did not have any cash balances.

Critical Accounting Estimates

The financial
statements and accompanying notes are prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements relies on estimates and assumptions that impact
the Trusts financial position and results of operations. These estimates and
assumptions affect the Trusts application of accounting policies. In addition,
please refer to Note 2 to the financial statements for further discussion of
accounting policies.

The Trusts Cost of Gold  Realization of
Gains and Losses

The Trusts
cost of gold is determined according to the average cost method and the market
value is based on the London PM Fix used to determine the NAV of the Trust.
Realized gains and losses on sales of gold, or gold distributed for the
redemption of Shares, are calculated on a trade date basis using average cost.

The Trust
recognizes the diminution in value of the investment in gold which arises from
market declines on an interim basis. Increases in the value of the investment
in gold through market price recoveries in later interim periods of the same
fiscal year are recognized in the later interim period. Increases in value
recognized on an interim basis may not exceed the previously recognized
diminution in value.

Redeemable Capital Shares

The Shares of
the Trust are classified as Redeemable Capital Shares for financial statement
purposes, since they are subject to redemption at the option of Authorized
Participants. Outstanding Shares are reflected at redemption value, which
represents the maximum obligation (based on NAV per Share), with the difference
from historical cost recorded as an offsetting amount to retained earnings.

The Period Ended December 31, 2009

On September
1, 2009, the Trust was formed as a legal entity with an initial deposit of
gold. On September 9, 2009, the Trusts Shares commenced trading on the
NYSE Arca under the symbol SGOL, and the Trust commenced operations, began accruing
expenses and began the calculation of NAV (the Commencement of Operations).
The assets of the Trust were $9,994,893 and the redemption value per Share was
$99.95 as of close of business on September 9, 2009.

The assets of the Trust at market value at December 31, 2009
    was $336,307,084 representing a 3,264.78% increase from the asset level as
    of close of business on the Commencement of Operations. The redemption value
    per Share increased from $99.95 on September 9, 2009 to $110.26 on December
    31, 2009 representing a 10.32% increase from the NAV as of close of business
    on the Commencement of Operations.

The price of
gold per ounce increased from $999.50 on September 9, 2009 to $1,104.00 on December
    31, 2009 (as there was no London PM Fix on December 31, 2009, the London
    AM Fix price for gold was utilized), representing a 10.45% increase during
    the Reporting Period. The Trusts redemption value per Share rose slightly
    less than the London PM Fix gold spot price per ounce on a percentage basis
    due to the Sponsors
Fees, which were $293,263 during the Reporting Period or 0.39% of the Trusts
assets on an annualized basis.

The redemption
value per Share of $121.08 on December 2, 2009 was the highest during the
Reporting Period, compared with a low of $98.92 on September 29, 2009.

The number of
Baskets created from the Date of Inception to December 31, 2009 was 66
(representing 3,300,000 Shares) and the number of Shareholders on record as at
December 31, 2009 totaled nine. Five Baskets (representing 250,000 Shares)
were redeemed during the Reporting Period.

24

---



Net gain for
the period ended December 31, 2009 was $1,273,268 resulting from a net gain of
$20,890 on the transfer of gold to pay the Sponsors Fee and a net gain of
$1,566,531 on gold distributed for the redemption of Baskets, which was offset
by the Sponsors Fee of $293,263. Other than the Sponsors Fee, the Trust had
no expenses during the period ended December 31, 2009.

Item 7A.
Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 8. Financial
Statements and Supplementary Data.

Quarterly Income Statements (unaudited)

|                                                      |  |                                                       |          |                                     |   |                                                      |   |   |           |  
|----------------------------------------------------- |  | ----------------------------------------------------- | -------- | ----------------------------------- | - | ---------------------------------------------------- | - | - | --------- | -
|                                                      |  | For the period Sep. 1,
 2009 through Sept. 30,
 2009* |          | Three months endedDecember 31, 2009 |   | For the period Sep. 1,
 2009 through Dec. 31,
 2009* |  
|Revenues                                              |  |                                                       |          |                                     |   |                                                      |   |   |           |  
|Value of gold transferred to pay expenses             |  | $                                                     |         |                                     | $ | 293,263                                              |   | $ | 293,263   |  
|Cost of gold transferred to pay expenses              |  |                                                       |         |                                     |   | (272,373                                             | ) |   | (272,373  | )
|                                                      |  |                                                       |          |                                     |   |                                                      |   |   |           |  
|Gain on gold transferred to pay expenses              |  |                                                       |         |                                     |   | 20,890                                               |   |   | 20,890    |  
|Gain on gold distributed for the redemption of shares |  |                                                       |         |                                     |   | 1,545,641                                            |   |   | 1,545,641 |  
|Unrealized Gain
     (Loss) on investment in gold     |  |                                                       | (422,434 | )                                   |   | 422,434                                              |   |   |          |  
|                                                      |  |                                                       |          |                                     |   |                                                      |   |   |           |  
|Total Gain (Loss) on sales
 and distributions of gold |  |                                                       | (422,434 | )                                   |   | 1,988,965                                            |   |   | 1,566,531 |  
|                                                      |  |                                                       |          |                                     |   |                                                      |   |   |           |  
|                                                      |  |                                                       |          |                                     |   |                                                      |   |   |           |  
|Expenses                                              |  |                                                       |          |                                     |   |                                                      |   |   |           |  
|Sponsors fees                                        |  | $                                                     | 23,450   |                                     | $ | 252,419                                              |   | $ | 293,263   |  
|Total expenses                                        |  | $                                                     | 23,450   |                                     | $ | 252,419                                              |   | $ | 293,263   |  
|Net gain (loss) from
 Operations                      |  | $                                                     | (445,884 | )                                   | $ | 1,736,546                                            |   | $ | 1,273,268 |  
|Net income (loss) per share                           |  | $                                                     | (0.56    | )                                   | $ | 0.74                                                 |   | $ | 0.66      |  
|Weighted-average shares
 outstanding                  |  |                                                       | 797,727  |                                     |   | 2,339,674                                            |   |   | 1,942,149 |  

|                                      | 
|------------------------------------- | 
|                                     
|* Period commenced September 9, 2009.

The financial
statements required by Regulation S-X, together with the report of the Trusts
independent registered public accounting firm, appear on pages F-1 to F-11 of
this filing.

Item 9. Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure.

Deloitte &
Touche LLP was appointed independent accountants to the Trust from the Date of
Inception. There have been no disagreements with accountants during the period
ended December 31, 2009.

Item 9A. Controls
and Procedures.

The authorized
officers of the Sponsor performing functions equivalent to those that a
principal executive officer and principal financial officer of the Trust would
perform if the Trust had any officers, and with the participation of the
Trustee, have evaluated the effectiveness of the Trusts disclosure controls
and procedures, and have concluded that the disclosure controls and procedures
of the Trust were effective as of December 31, 2009.

There have
been no changes in the Trusts or Sponsors internal control over financial
reporting that occurred during the Trusts fourth fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the Trusts
or Sponsors internal control over financial reporting.

25

---



This Annual
Report does not include a report of managements assessment regarding internal
control over financial reporting or an attestation report of the Trusts
registered public accounting firm due to a transition period established by
rules of the SEC for newly public companies.

Item 9B. Other
Information.

Not
applicable.

26

---



PART III

Item 10.
Directors, Executive Officers and Corporate Governance.

Not
applicable.

Item 11.
Executive Compensation.

Not
applicable.

Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

Securities authorized for issuance under
equity compensation plans

Not
applicable.

Security Ownership of Certain Beneficial
Owners

The Sponsor
has no knowledge of any person being the beneficial owner of more than five
percent of the Shares of the Trust or any arrangement which may subsequently
result in a change in control of the Trust.

Security Ownership of Management

The Trustee
does not beneficially own any of the Trust Shares.

Change In Control

Neither the
Sponsor nor the Trustee knows of any arrangements which may subsequently result
in a change in control of the Trust.

Item 13. Certain
Relationships and Related Transactions, and Director Independence.

Not
applicable.

Item 14.
Principal Accounting Fees and Services.

(1) to (4)
Fees for services performed by Deloitte & Touche LLP for the period ended
December 31, 2009 were as follows:

|                    |  |   |       
|------------------- |  | - | ------
|Audit fees          |  | $ | 41,000
|Audit-related
 fees |  |   | 17,500
|Tax fees            |  |   |      
|All other
 fees     |  |   | 0     
|                    |  |   |       
|                    |  | $ | 58,500

(5) The Trust
has no board of directors, and as a result, has no audit committee and no
pre-approval policies or procedures with respect to fees paid to Deloitte &
Touche LLP.

(6) None of
the hours expended by Deloitte & Touche LLP to audit the Trusts financial
statements for the fiscal period ended December 31, 2009 were attributable to
work performed by persons other than the principal accountants full-time,
permanent employees.

27

---



PART IV

Item 15.
Exhibits, Financial Statement Schedules

|                                                                                                                                  |                              
|--------------------------------------------------------------------------------------------------------------------------------- | -----------------------------
|1.                                                                                                                                | Financial Statements         
|                                                                                                                                  |                              
|See Index to
 Financial Statements on Page F-1 for a list of the financial statements being
 filed herein.                       
|                                                                                                                                  |                              
|2.                                                                                                                                | Financial Statement Schedules
|                                                                                                                                  |                              
|Schedules
 have been omitted since they are either not required, not applicable, or the
 information has otherwise been included.
|                                                                                                                                  |                              
|3.                                                                                                                                | Exhibits                     

|            |  |                                                                                                                                                          
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                              
|            |  |                                                                                                                                                          
|4.1         |  | Depositary
 Trust Agreement, incorporated by reference to Exhibit 4.1 filed with
 Registration Statement No. 333-15822 on September 1, 2009              
|            |  |                                                                                                                                                          
|4.2         |  | Form of
 Authorized Participant Agreement, incorporated by reference to Exhibit 4.2
 filed with Registration Statement No. 333-15822 on September 1, 2009
|            |  |                                                                                                                                                          
|4.3         |  | Global
 Certificate, incorporated by reference to Exhibit 4.3 filed with Registration
 Statement No. 333-15822 on September 1, 2009                      
|            |  |                                                                                                                                                          
|10.1        |  | Allocated
 Account Agreement, incorporated by reference to Exhibit 10.1 filed with
 Registration Statement No. 333-15822 on September 1, 2009            
|            |  |                                                                                                                                                          
|10.2        |  | Unallocated
 Account Agreement, incorporated by reference to Exhibit 10.2 filed with
 Registration Statement No. 333-15822 on September 1, 2009          
|            |  |                                                                                                                                                          
|10.3        |  | Depository
 Agreement, incorporated by reference to Exhibit 10.3 filed with Registration
 Statement No. 333-15822 on September 1, 2009                   
|            |  |                                                                                                                                                          
|10.4        |  | Marketing
 Agent Agreement, incorporated by reference to Exhibit 10.4 filed with
 Registration Statement No. 333-15822 on September 1, 2009              
|            |  |                                                                                                                                                          
|31.1        |  | Chief
 Executive Officers Certificate, pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002.                                                      
|            |  |                                                                                                                                                          
|31.2        |  | Chief
 Financial Officers Certificate, pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002.                                                      
|            |  |                                                                                                                                                          
|32.1        |  | Chief
 Executive Officers Certificate, pursuant to 18 U.S.C. Section 1350, as
 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       
|            |  |                                                                                                                                                          
|32.2        |  | Chief Financial
 Officers Certificate, pursuant to 18 U.S.C. Section 1350, as adopted
 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       

28

---



ETFS GOLD TRUST
FINANCIAL STATEMENTS
INDEX

|                                                                                                          |  |     
|--------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                          |  | Page
|                                                                                                          |  |     
|Report of Independent Registered Public Accounting Firm                                                   |  | F-2 
|                                                                                                          |  |     
|Statement of Condition at December 31, 2009                                                               |  | F-3 
|                                                                                                          |  |     
|Statement of Operations for the period September 1, 2009 through
 December 31, 2009                       |  | F-4 
|                                                                                                          |  |     
|Statement of Cash Flows for the period September 1, 2009 through
 December 31, 2009                       |  | F-5 
|                                                                                                          |  |     
|Statement of Changes in Shareholders Deficit for the period
 September 1, 2009 through December 31, 2009 |  | F-6 
|                                                                                                          |  |     
|Notes to the Financial Statements                                                                         |  | F-7 

F-1

---



REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the
Sponsor, Trustee and the Unitholders of the ETFS Gold Trust

We have
audited the accompanying statement of financial condition of ETFS Gold Trust
(the Trust) as of December 31, 2009, and the related statement of operations,
changes in shareholders deficit, and cash flows for the period September 1,
2009 (date of inception) to December 31, 2009. These financial statements are
the responsibility of the Trusts management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted
our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Trust is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Trusts internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a
reasonable basis for our opinion.

In our
opinion, such financial statements present fairly, in all material respects,
the financial position of ETFS Gold Trust at December 31, 2009, and the results
of their operations and their cash flows for the period September 1, 2009 (date
of inception) to December 31, 2009, in conformity with accounting principles
generally accepted in the United States of America.

/s/ DELOITTE
& TOUCHE LLP

New York, New
York
March 29, 2010

F-2

---



ETFS GOLD TRUST

Statement
of Condition

December 31, 2009

|                                                              |  |                    |             |  
|------------------------------------------------------------- |  | ------------------ | ----------- | -
|                                                              |  | December 31,
 2009 |            
|                                                              |  |                    |            
|ASSETS                                                        |  |                    |             |  
|Investment
 in gold (1)                                       |  | $                  | 327,645,920 |  
|                                                              |  |                    |             |  
|                                                              |  |                    |             |  
|Total Assets                                                  |  | $                  | 327,645,920 |  
|                                                              |  |                    |             |  
|                                                              |  |                    |             |  
|LIABILITIES                                                   |  |                    |             |  
|Accounts
 payable to Sponsor                                  |  | $                  |            |  
|                                                              |  |                    |             |  
|                                                              |  |                    |             |  
|Total
 Liabilities                                            |  | $                  |            |  
|                                                              |  |                    |             |  
|                                                              |  |                    |             |  
|Redeemable Shares:                                            |  |                    |             |  
|Shares at
 redemption value to investors (2)                  |  |                    | 336,294,290 |  
|                                                              |  |                    |             |  
|Shareholders
 Deficit                                        |  | $                  | (8,648,370  | )
|                                                              |  |                    |             |  
|Total
 Liabilities, Redeemable Shares & Shareholders Deficit |  | $                  | 327,645,920 |  
|                                                              |  |                    |             |  

|    |                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(1) | The market
 value of investment in gold at December 31, 2009 is $336,294,290.                                                        
|    |                                                                                                                                      
|(2) | Authorized
 share capital is unlimited and no par value per share. Shares issued and
 outstanding at December 31, 2009 are 3,050,000.

See Notes to the Financial Statements.

F-3

---



|                                                            
|------------------------------------------------------------
|ETFS GOLD TRUST                                             
|                                                            
|Statement
 of Operations                                    
|                                                            
|For the
 period September 1, 2009* through December 31, 2009
|                                                            
|                                                            

|                                                      |  |                                                                |           |  
|----------------------------------------------------- |  | -------------------------------------------------------------- | --------- | -
|                                                      |  | For the period
 September 1, 2009*
 through
 December 31, 2009 |          
|                                                      |  |                                                                |          
|REVENUES                                              |  |                                                                |           |  
|                                                      |  |                                                                |           |  
|Value of gold transferred to pay expenses             |  | $                                                              | 293,263   |  
|Cost of gold transferred to pay expenses              |  |                                                                | (272,373  | )
|                                                      |  |                                                                |           |  
|Gain on gold transferred to pay expenses              |  |                                                                | 20,890    |  
|                                                      |  |                                                                |           |  
|Gain on gold distributed for the redemption of shares |  |                                                                | 1,545,641 |  
|                                                      |  |                                                                |           |  
|                                                      |  |                                                                |           |  
|Total Gain on
     gold                               |  | $                                                              | 1,566,531 |  
|                                                      |  |                                                                |           |  
|                                                      |  |                                                                |           |  
|EXPENSES                                              |  |                                                                |           |  
|                                                      |  |                                                                |           |  
|Sponsor fees                                          |  |                                                                | 293,263   |  
|                                                      |  |                                                                |           |  
|Total Expenses                                        |  |                                                                | 293,263   |  
|                                                      |  |                                                                |           |  
|Net Gain from
     Operations                         |  | $                                                              | 1,273,268 |  
|                                                      |  |                                                                |           |  
|                                                      |  |                                                                |           |  
|Net Gain
      per share                              |  | $                                                              | 0.66      |  
|                                                      |  |                                                                |           |  
|Weighted average number of shares                     |  |                                                                | 1,942,149 |  
|                                                      |  |                                                                |           |  

* Date of Inception.

See Notes to the Financial Statements.

F-4

---



|                                                            
|------------------------------------------------------------
|ETFS GOLD TRUST                                             
|                                                            
|Statement
 of Cash Flows                                    
|                                                            
|For the
 period September 1, 2009* through December 31, 2009
|                                                            
|                                                            

|                                                                                          |  |                                                                |              |  
|----------------------------------------------------------------------------------------- |  | -------------------------------------------------------------- | ------------ | -
|                                                                                          |  | For the period
 September 1, 2009*
 through
 December 31, 2009 |             
|                                                                                          |  |                                                                |             
|INCREASE / (DECREASE) IN CASH FROM OPERATIONS:                                            |  |                                                                |              |  
|                                                                                          |  |                                                                |              |  
|Cash proceeds received from transfer of gold                                              |  | $                                                              |             |  
|                                                                                          |  |                                                                |              |  
|Cash expenses paid                                                                        |  |                                                                |             |  
|                                                                                          |  |                                                                |              |  
|Increase in cash resulting from operations                                                |  |                                                                |             |  
|                                                                                          |  |                                                                |              |  
|Cash and cash equivalents at beginning of period                                          |  |                                                                |             |  
|                                                                                          |  |                                                                |              |  
|Cash and cash equivalents at end of period                                                |  | $                                                              |             |  
|                                                                                          |  |                                                                |              |  
|SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING
 ACTIVITIES:                                |  |                                                                |              |  
|                                                                                          |  |                                                                |              |  
|Value of gold received for creation of shares                                             |  | $                                                              | 354,780,028  |  
|                                                                                          |  |                                                                |              |  
|Value of gold distributed for redemption of shares -
 at average cost                     |  | $                                                              | 26,861,735   |  
|                                                                                          |  |                                                                |              |  
|                                                                                          |  |                                                                |              |  
|                                                                                          |  | For the period
 September 1, 2009*
 through
 December 31, 2009 |             
|                                                                                          |  |                                                                |             
|RECONCILIATION OF NET GAIN/(LOSS) TO NET CASH
 PROVIDED BY OPERATING ACTIVITIES:          |  |                                                                |              |  
|                                                                                          |  |                                                                |              |  
|Net Gain from Operations                                                                  |  | $                                                              | 1,273,268    |  
|                                                                                          |  |                                                                |              |  
|Adjustments to reconcile net gain to net cash provided by (used in)
 operating activities |  |                                                                |              |  
|Increase in gold assets                                                                   |  |                                                                | (327,645,920 | )
|Increase in accounts payable to sponsor                                                   |  |                                                                |             |  
|Increase/(Decrease) in redeemable shares                                                  |  |                                                                |              |  
|Creations                                                                                 |  |                                                                | 354,760,532  |  
|Redemptions                                                                               |  |                                                                | (28,387,880  | )
|                                                                                          |  |                                                                |              |  
|Net cash provided by operating activities                                                 |  | $                                                              |             |  
|                                                                                          |  |                                                                |              |  
|                                                                                          |  |                                                                |              |  
|Supplemental Disclosure of Non-Cash Item:                                                 |  |                                                                |              |  
|Value of gold transferred to pay expenses                                                 |  | $                                                              | 293,263      |  

* Date of Inception.

See Notes to the Financial Statements.

F-5

---



|                                                            
|------------------------------------------------------------
|ETFS GOLD TRUST                                             
|                                                            
|Statement
 of Changes in Shareholders Deficit              
|                                                            
|For the
 period September 1, 2009* through December 31, 2009
|                                                            
|                                                            

|                                                    |  |                                                                |            |  
|--------------------------------------------------- |  | -------------------------------------------------------------- | ---------- | -
|                                                    |  | For the period
 September 1, 2009*
 through
 December 31, 2009 |           
|                                                    |  |                                                                |           
|                                                    | 
|Shareholders
 Deficit - Opening balance            |  | $                                                              |           |  
|Net Gain for the period                             |  |                                                                | 1,273,268  |  
|Adjustment of Redeemable Shares to redemption value |  |                                                                | (9,921,638 | )
|                                                    |  |                                                                |           
|Shareholders Deficit  Closing balance             |  | $                                                              | (8,648,370 | )
|                                                    |  |                                                                |           

* Date of Inception.

See Notes to the Financial Statements.

F-6

---



|                                  
|----------------------------------
|ETFS GOLD TRUST                   
|                                  
|Notes
 to the Financial Statements

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | The ETFS Gold Trust (the
 Trust) is an investment trust formed on September 1, 2009, under New York
 law pursuant to a depositary trust agreement (the Trust Agreement) executed
 by ETF Securities USA LLC (the Sponsor) and the Bank of New York Mellon
 (the Trustee) at the time of the Trusts organization. The Trust holds gold
 bullion and issues ETFS Physical Swiss Gold Shares (the Shares) (in minimum
 blocks of 50,000 Shares, also referred to as Baskets) in exchange for
 deposits of gold and distributes gold in connection with redemption of
 Baskets. Shares represent units of fractional undivided beneficial interest
 in and ownership of the Trust which are issued by the Trust. The Sponsor is a
 Delaware limited liability company that is a wholly-owned subsidiary of ETF
 Securities Limited, a Jersey, Channel Islands based company. The Trust is
 governed by the Trust Agreement.The investment objective of the Trust is for
 the Shares to reflect the performance of the price of gold, less the Trusts
 expenses and liabilities. The Trust is designed to provide an individual
 owner of beneficial interests in the Shares (a Shareholder) an opportunity
 to participate in the gold market through an investment in securities.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.   | Significant
 Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | The preparation of
 financial statements in accordance with accounting principles generally
 accepted in the United States of America requires those responsible for
 preparing financial statements to make estimates and assumptions that affect
 the reported amounts and disclosures. Actual results could differ from those
 estimates. The following is a summary of significant accounting policies
 followed by the Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.1. | Valuation of Gold                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | Gold is held by JP Morgan
 Chase Bank, N.A. (the Custodian), on behalf of the Trust, at the Zurich,
 Switzerland vaulting premises of UBS A.G. (the Zurich Sub-Custodian) and is
 valued, for financial statement purposes, at the lower of cost or market. The
 cost of gold is determined according to the average cost method and the
 market value is based on the London PM Fix used to determine the net asset
 value (NAV) of the Trust. Realized gains and losses on transfers of gold to
 pay the Sponsors Fee, or gold distributed for the redemption of Shares, are
 calculated on a trade date basis using average cost. The price for an ounce
 of gold is set by five market making members of the London Bullion Market
 Association at approximately 3:00 PM London Time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | Once the value of gold has
 been determined, the NAV is computed by the Trustee by deducting all accrued
 fees and other liabilities of the Trust, including the remuneration due to
 the Sponsor (the Sponsors Fee), from the fair value of the gold and all
 other assets held by the Trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | The table below summarizes
 the unrealized gains or losses on the Trusts gold holdings as of December
 31, 2009:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|                                       |  |                    |             | 
|-------------------------------------- |  | ------------------ | ----------- | 
|                                       |  |                    |             | 
|                                       |  | December 31,
 2009 |            
|                                       |  |                    |            
|                                       |  |                    |             | 
|Investment in gold-average
 cost       |  | $                  | 327,645,920 | 
|Unrealized Gain on
 investment in gold |  |                    | 8,648,370   | 
|                                       |  |                    |             | 
|Investment in gold-market
 value       |  | $                  | 336,294,290 | 
|                                       |  |                    |             | 

F-7

---



ETFS GOLD TRUST

Notes to the Financial
Statements

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.   | Significant
 Accounting Policies (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.1. | Valuation of Gold (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | The Trust recognizes the
 diminution in value of the investment in gold which arises from market
 declines on an interim basis. Increases in the value of the investment in
 gold through market price recoveries in later interim periods of the same
 fiscal year are recognized in the later interim period. Increases in value
 recognized on an interim basis may not exceed the previously recognized
 diminution in value.The per Share amount of gold exchanged for a purchase or
 redemption is calculated daily by the Trustee, using the London PM Fix to
 calculate the gold amount in respect of any liabilities for which covering
 gold sales have not yet been made, and represents the per-Share amount of
 gold held by the Trust, after giving effect to its liabilities, to cover
 expenses and liabilities and any losses that may have occurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.2. | Creations and Redemptions of Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | The Trust expects to
 create and redeem Shares from time to time, but only in one or more Baskets
 (a Basket equals a block of 50,000 Shares). The Trust issues Shares in
 Baskets to Authorized Participants on an ongoing basis. Individual investors
 cannot purchase or redeem Shares in direct transactions with the Trust. An
 Authorized Participant is 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 The Depository Trust
 Company, (3) has entered into an Authorized Participant Agreement with the
 Trustee and the Sponsor, and (4) has established an Authorized Participant
 Unallocated Account with the Trusts Custodian or other gold bullion clearing
 bank. An Authorized Participant Agreement is an agreement entered into by
 each Authorized Participant, the Sponsor and the Trustee which provides the
 procedures for the creation and redemption of Baskets and for the delivery of
 the gold and any cash required for such creations and redemptions. An Authorized
 Participant Unallocated Account is an unallocated gold account, either loco
 London or loco Zurich, established with the Custodian or a gold bullion
 clearing bank by an Authorized Participant.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | The creation and
 redemption of Baskets is only made in exchange for the delivery to the Trust
 or the distribution by the Trust of the amount of gold represented by the
 Baskets being created or redeemed, the amount of which is based on the
 combined NAV of the number of Shares included in the Baskets being created or
 redeemed determined on the day the order to create or redeem Baskets is
 properly received.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Authorized Participants
 may, on any business day, place an order with the Trustee to create or redeem
 one or more Baskets. The typical settlement period for Shares is three
 business days. In the event of a trade date at period end, where a settlement
 is pending, a respective account receivable and/or payable will be recorded.
 When gold is exchanged in settlement of redemption, it is considered a sale
 of gold for financial statement purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | The Shares of the Trust
 are classified as Redeemable Capital Shares for financial statement
 purposes, since they are subject to redemption at the option of Authorized
 Participants. Outstanding Shares are reflected at redemption value, which
 represents the maximum obligation (based on NAV per Share), with the
 difference from historical cost recorded as an offsetting amount to retained
 earnings. Changes in the Shares for the period from September 1, 2009 (the
 Date of Inception) through December 31, 2009 are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-8

---



ETFS GOLD TRUST

Notes to the Financial
Statements

|     |                                                 
|---- | ------------------------------------------------
|2.   | Significant Accounting Policies (continued)     
|     |                                                 
|2.2. | Creations and Redemptions of Shares
 (continued)

|                                          |  |                                                                |             |  
|----------------------------------------- |  | -------------------------------------------------------------- | ----------- | -
|                                          |  | For the period
 September 1, 2009*
 through
 December 31, 2009 |            
|                                          |  |                                                                |            
|                                          |  |                                                                |             |  
|Number of Redeemable Shares:              |  |                                                                |             |  
|Opening
 Balance                          |  |                                                                |            |  
|Creations                                 |  |                                                                | 3,300,000   |  
|Redemptions                               |  |                                                                | (250,000    | )
|                                          |  |                                                                |             |  
|Closing
 Balance                          |  |                                                                | 3,050,000   |  
|                                          |  |                                                                |             |  
|                                          |  |                                                                |             |  
|                                          |  |                                                                |             |  
|                                          |  | For the period
 September 1, 2009*
 through
 December 31, 2009 |            
|                                          |  |                                                                |            
|                                          |  |                                                                |             |  
|Redeemable Shares:                        |  |                                                                |             |  
|Opening
 Balance                          |  | $                                                              |            |  
|Creations                                 |  |                                                                | 354,760,532 |  
|Redemptions                               |  |                                                                | (28,387,880 | )
|Adjustment
 to redemption value           |  |                                                                | 9,921,638   |  
|                                          |  |                                                                |             |  
|Closing
 Balance                          |  | $                                                              | 336,294,290 |  
|                                          |  |                                                                |             |  
|                                          |  |                                                                |             |  
|Redemption
 Value per Share at Period End |  | $                                                              | 110.26      |  
|                                          |  |                                                                |             |  

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | * Date of Inception.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.3. | Revenue Recognition Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | The primary
 expense of the Trust is the Sponsors Fee, which is paid by the Trust through
 in-kind transfers of gold to the Sponsor. With respect to expenses not
 otherwise assumed by the Sponsor, the Trustee will, at the direction of the
 Sponsor or in its own discretion, sell the Trusts gold as necessary to pay
 these expenses. When selling gold to pay expenses, the Trustee will endeavor
 to sell the smallest amounts of gold needed to pay these expenses in order to
 minimize the Trusts holdings of assets other than gold.                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Unless
 otherwise directed by the Sponsor, when selling gold the Trustee will
 endeavor to sell at the price established by the London PM Fix. The Trustee
 will place orders with dealers (which may include the Custodian) through
 which the Trustee expects to receive the most favorable price and execution
 of orders. The Custodian may be the purchaser of such gold only if the sale
 transaction is made at the London PM Fix used by the Trustee to value the
 Trusts gold. A gain or loss is recognized based on the difference between
 the selling price and the average cost of the gold sold. Neither the Trustee
 nor the Sponsor is liable for depreciation or loss incurred by reason of any
 sale.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.4. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | The Trust is
 classified as a grantor trust for U.S. federal income tax purposes. As a
 result, the Trust itself will not be subject to U.S. federal income tax.
 Instead, the Trusts income and expenses will flow through to the
 Shareholders, and the Trustee will report the Trusts proceeds, income,
 deductions, gains, and losses to                                                                                                                                                                                                                                                                                                                                                                      

F-9

---



ETFS GOLD TRUST

Notes to the Financial
Statements

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.   | Significant Accounting Policies (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.4. | Income Taxes (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | the Internal
 Revenue Service on that basis. The Trust has adopted Financial Accounting
 Standards Board (FASB) Accounting Standards Codification (ASC) 740-10, Income Taxes (formerly FASB
 Interpretation Number 48, Accounting for
 Uncertainty in Income Taxes). FASB ASC 740-10 prescribes a
 recognition threshold and a measurement attribute for the financial statement
 recognition and measurement of a tax position taken or expected to be taken
 in a tax return. FASB ASC 740-10 also provides guidance on the related
 derecognition, classification, interest and penalties, accounting for interim
 periods, disclosure and transition of uncertain tax positions. The Sponsor
 has evaluated the effects of FASB ASC 740-10 and has determined that it does
 not have a significant effect on the financial position or results of
 operations of the Trust.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.5. | Investment in Gold                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | The
 following represents the changes in ounces of gold and the respective values
 for the period from the Date of Inception through December 31, 2009:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                                              |  |                                                                |             |  
|--------------------------------------------- |  | -------------------------------------------------------------- | ----------- | -
|                                              |  | For the period
 September 1, 2009*
 through
 December 31, 2009 |            
|                                              |  |                                                                |            
|Ounces of Gold:                               |  |                                                                |             |  
|Opening Balance                               |  |                                                                |            |  
|Creations                                     |  |                                                                | 329,852.1   |  
|Redemptions                                   |  |                                                                | (24,973.5   | )
|Transfers of gold                             |  |                                                                | (264.2      | )
|                                              |  |                                                                |             |  
|Closing Balance                               |  |                                                                | 304,614.4   |  
|                                              |  |                                                                |             |  
|                                              |  |                                                                |             |  
|Investment in Gold (lower of cost or market): |  |                                                                |             |  
|Opening Balance                               |  | $                                                              |            |  
|Creations                                     |  |                                                                | 354,780,028 |  
|Redemptions                                   |  |                                                                | (26,861,735 | )
|Transfers of gold                             |  |                                                                | (272,373    | )
|                                              |  |                                                                |             |  
|                                              |  |                                                                |             |  
|Closing Balance                               |  | $                                                              | 327,645,920 |  
|                                              |  |                                                                |             |  

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | * Date
 of Inception.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2.6. | Expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | The Trust
 will transfer gold to the Sponsor to pay the Sponsors Fee that will accrue
 daily at an annualized rate equal to 0.39% of the adjusted daily NAV of the
 Trust, paid monthly in arrears.The Sponsor has agreed to assume administrative
 and marketing expenses incurred by the Trust, including the Trustees monthly
 fee and out of pocket expenses, the Custodians fee and the reimbursement of
 the Custodians expenses, exchange listing fees, United States Securities and
 Exchange Commission (the SEC) registration fees, printing and mailing
 costs, audit fees and certain legal expenses.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | At December
 31, 2009 there were no fees payable to the Sponsor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-10

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ETFS GOLD TRUST

Notes to the Financial
Statements

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.   | Significant Accounting Policies (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.7. | Organization Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | Expenses
 incurred in organizing the Trust and the initial offering of the Shares,
 including applicable SEC registration fees, of approximately $1,217,000, were
 borne directly by the Sponsor. The Trust will not be obligated to reimburse
 the Sponsor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.   | Related Parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The Sponsor
 and the Trustee are considered to be related parties to the Trust. The
 Trustees fee is paid by the Sponsor and is not a separate expense of the
 Trust. The Trustee and the Custodian and their affiliates may from time to
 time act as Authorized Participants or purchase or sell gold or Shares for
 their own account, as agent for their customers and for accounts over which
 they exercise investment discretion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.   | Concentration of Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The Trusts
 sole business activity is the investment in gold, and substantially all the
 Trusts assets are holdings of gold which creates a concentration risk
 associated with fluctuations in the price of gold. Several factors could
 affect the price of gold, including: (i) global gold supply and demand, which
 is influenced by factors such 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;
 (ii) investors expectations with respect to the rate of inflation; (iii)
 currency exchange rates; (iv) interest rates; (v) investment and trading
 activities of hedge funds and commodity funds; and (vi) global or regional
 political, economic or financial events and situations. In addition, 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. Each of these events could have a material affect on the
 Trusts financial position and results of operations.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5.   | Indemnification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | Under the
 Trusts organizational documents, each of the Trustee (and its directors,
 employees and agents) and the Sponsor (and its members, managers, directors,
 officers, employees, and affiliates) is indemnified by the Trust against any
 liability, cost or expense it incurs without gross negligence, bad faith or
 willful misconduct on its part and without reckless disregard on its part of
 its obligations and duties under the Trusts organizational documents.The
 Trusts maximum exposure under these arrangements is unknown as this would
 involve future claims that may be made against the Trust that have not yet
 occurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6.   | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | In
 accordance with the provisions set forth in FASB ASC 855-10, Subsequent Events, the Trusts
 management has evaluated the possibility of subsequent events existing in the
 Trusts financial statements through the issuance date. Management has
 determined that there are no material events that would require adjustment to
 or disclosure in the Trusts financial statements through this date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

F-11

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SIGNATURES

Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned in the
capacities* indicated thereunto duly authorized.

|      |                 |                                                                
|----- | --------------- | ---------------------------------------------------------------
|      |                 | ETF
 SECURITIES USA LLC                                        
|      |                 | Sponsor of
 the ETFS Gold Trust                                
|      |                 | (Registrant)                                                   
|      |                 |                                                                
|      |                 | /s/ Graham
 Tuckwell                                           
|      |                 |                                                                
|      |                 | Graham
 Tuckwell                                               
|      |                 | President
 and Chief Executive Officer                         
|      |                 | (Principal
 Executive Officer)                                 
|      |                 |                                                                
|Date: | March 30,
 2010 |                                                                
|      |                 |                                                                
|      |                 | /s/ Greg
 Burgess                                              
|      |                 |                                                                
|      |                 | Greg Burgess                                                   
|      |                 | Chief
 Financial Officer and Treasurer                         
|      |                 | (Principal
 Financial Officer and Principal Accounting Officer)
|      |                 |                                                                
|Date: | March 30,
 2010 |                                                                

* The Registrant is a trust and
the persons are signing in their capacities as officers of ETF Securities USA
LLC, the Sponsor of the Registrant.

---