UNITED STATES

SECURITIES AND EXCHANGE COMMISSIONWashington,
D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended December 31, 2010

or

o TRANSITION 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 x         | 
| |                            |                             | 
| | Non-accelerated
 filer o   | 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


Aggregate
market value of the registrants shares outstanding held by non-affiliates of
the registrant based upon the closing price of a share on June 30, 2010 as
reported by the NYSE Arca, Inc. on that date: $ 607,453,000

Number of the
registrants shares outstanding as of March 8,
2011: 8,850,000

DOCUMENTS
INCORPORATED BY REFERENCE: None.

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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.

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TABLE OF CONTENTS

|                                                                                                                       |   
|---------------------------------------------------------------------------------------------------------------------- | --
|PART I                                                                                                                 | 1 
|                                                                                                                       |   
|Item 1. Business                                                                                                       | 1 
|                                                                                                                       |   
|Trust Objective                                                                                                        | 1 
|                                                                                                                       |   
|Secondary Market
 Trading                                                                                              | 2 
|                                                                                                                       |   
|Valuation of Gold
 and Computation of Net Asset Value                                                                  | 2 
|                                                                                                                       |   
|Trust Expenses                                                                                                         | 2 
|                                                                                                                       |   
|Deposit of Gold;
 Issuance of Shares                                                                                   | 3 
|                                                                                                                       |   
|Withdrawal of Gold
 and Redemption of Shares                                                                           | 4 
|                                                                                                                       |   
|Creation and
 Redemption Transaction Fee                                                                               | 4 
|                                                                                                                       |   
|The Sponsor                                                                                                            | 4 
|                                                                                                                       |   
|The Trustee                                                                                                            | 5 
|                                                                                                                       |   
|The Custodian                                                                                                          | 5 
|                                                                                                                       |   
|Description of the Shares                                                                                              | 6 
|                                                                                                                       |   
|Custody of the Trusts Gold                                                                                            | 7 
|                                                                                                                       |   
|United States
 Federal Income Tax Consequences                                                                         | 7 
|                                                                                                                       |   
|ERISA and Related
 Considerations                                                                                      | 10
|                                                                                                                       |   
|Item 1A. Risk
 Factors                                                                                                 | 11
|                                                                                                                       |   
|Item 1B.
 Unresolved Staff Comments                                                                                    | 17
|                                                                                                                       |   
|Item 2. Properties                                                                                                     | 17
|                                                                                                                       |   
|Item 3. Legal
 Proceedings                                                                                             | 17
|                                                                                                                       |   
|Item 4. (Removed
 and Reserved)                                                                                        | 17
|                                                                                                                       |   
|PART II                                                                                                                | 18
|                                                                                                                       |   
|Item 5. Market for
 Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
 of Equity Securities | 18
|                                                                                                                       |   
|Item 6. Selected
 Financial Data                                                                                       | 20
|                                                                                                                       |   
|Item 7.
 Managements Discussion and Analysis of Financial Condition and Results of
 Operations                        | 20
|                                                                                                                       |   
|Item 7A.
 Quantitative and Qualitative Disclosures about Market Risk                                                   | 23
|                                                                                                                       |   
|Item 8. Financial
 Statements and Supplementary Data. (Unaudited)                                                      | 23
|                                                                                                                       |   
|Item 9. Changes in
 and Disagreements with Accountants on Accounting and Financial Disclosure                          | 24
|                                                                                                                       |   
|Item 9A. Controls
 and Procedures                                                                                      | 24
|                                                                                                                       |   
|Item 9B. Other
 Information                                                                                            | 27
|                                                                                                                       |   
|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

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PART I

Item 1. Business

The purpose of the ETFS Gold Trust (the Trust), is to own gold
transferred to the Trust in exchange for shares issued by the Trust (Shares).
Each Share represents a fractional undivided beneficial interest in and
ownership of the Trust. The assets of the Trust are anticipated to consist
solely of gold bullion. The Trust was formed on September 1, 2009 when an initial deposit of
gold was made in exchange for the issuance of 2 Baskets (a Basket consists of
50,000 Shares).

The sponsor of the Trust is ETF Securities USA LLC (the Sponsor). The
trustee of the Trust is The Bank of New York Mellon (the Trustee) and the
custodian is JP Morgan Chase Bank N.A., London branch (the Custodian).

The Trusts shares at redeemable value grew
    from $336,294,290 at December 31, 2009 to $1,157,505,203 at December 31,
    2010, the Trusts fiscal year
end. Outstanding shares in the Trust grew from 3,050,000 shares at December 31,
2009 to 8,250,000 shares outstanding at December 31, 2010.

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 Participants (defined below) 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 is not registered as an investment company under the
Investment Company Act of 1940 and is not required to register under such act.
The Trust does and 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 has no fixed termination date.

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 physical gold. An investment
in physical gold requires expensive and sometimes complicated arrangements in
connection with the assay, transportation, warehousing and insurance of the
metal. Traditionally, such expense and complications have resulted in
investments in physical gold being efficient only in amounts beyond the reach
of many investors.

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

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Is Easily
 Accessible. The Shares trade on the NYSE Arca and
 provide institutional and retail investors with indirect access to the gold
 bullion market. The Shares are 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Is Relatively Cost
 Effective. 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.                                                                                                                                                                                                                                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Has 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. See Risk FactorsGold held in the Trusts
 unallocated gold account and any Authorized Participants unallocated gold
 account is not segregated from the Custodians assets.... This contrasts
 with

1

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| |                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------
| | most other financial products that gain exposure to bullion through the
 use of derivatives that are subject to counterparty and credit risks.

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

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 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 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 business day, as promptly as practicable after 4:00 p.m. New
York time on such day (the Evaluation Time), the Trustee evaluates the gold
held by the Trust and determines the NAV of the Trust. For the purposes of
making these calculations, a business day means any day other than a day when
NYSE Arca is closed for regular trading.

At the evaluation time, the Trustee values 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 London Bullion Market Association
LBMA members of the London gold fix). 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 that are
    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 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 that are 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 also determines the NAV per Share by dividing
    the NAV of the Trust by the number of the Shares outstanding as of the close
    of trading on the NYSE Arca (which includes the net number of any Shares
    created or redeemed on such evaluation day).

The Trustees estimation of accrued but unpaid
    fees, expenses and liabilities is conclusive upon all persons interested
    in the Trust and no revision or correction in any computation made under
    the Trust Agreement 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

2

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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 accrues daily at an annualized rate equal to 0.39% of
the ANAV of the Trust and is payable monthly in arrears. The Sponsors Fee is
paid by delivery of gold to an account maintained by the Custodian for the
Sponsor on an unallocated basis.

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.

Sponsors
Fees were $2,539,882 for the year ended December 31, 2010. Sponsors Fees for
the period ending December 31, 2009 were $293,263.

Deposit of Gold;
Issuance of Shares

The Trust creates and redeems Shares from time to time, but only in one
or more Baskets of 50,000 Shares. Only registered broker-dealers who have
entered into written agreements with the Sponsor and the Trustee (each, an
Authorized Participant) can deposit gold and receive Baskets of Shares in
exchange. 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.

All gold bullion deposited with the Custodian or for the Custodian by
the Zurich Sub-Custodian1 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 are accepted on business days the
    NYSE Arca is open for regular trading. Settlements of such orders requiring
    receipt or delivery, or confirmation of receipt or delivery, of gold in the
    United Kingdom, Zurich or another jurisdiction 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

|
|
|

1 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.


3

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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 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).

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 is required to pay a
transaction fee to the Trustee of $500 per order to create or redeem Baskets.
An order may include multiple Baskets. The transaction fee may be reduced,
increased or otherwise changed by the Trustee with the consent of the Sponsor.
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 does not exercise day-to-day oversight over the Trustee or
the Custodian. The Sponsor may remove the Trustee and appoint a successor
Trustee (i) if the Trustee ceases to meet certain objective requirements
(including

4

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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), serves 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.

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) serves 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

5

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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 body 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 holds 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 provides the Trustee with regular reports detailing the gold transfers
in and out of the Trusts unallocated and allocated gold accounts and
identifying the gold bars held in the Trusts allocated gold account.

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

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

Description of
the Shares

General

The Trustee is authorized under the Trust Agreement to create and issue
an unlimited number of Shares. The Trustee creates Shares only in Baskets (a
Basket equals a block of 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.

6

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Book-Entry Form

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

Custody of the
Trusts Gold

Custody of the gold bullion deposited with and held by the Trust is
provided by the Custodian at the 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
segregates the gold bullion credited to the Trust Allocated Account from any
other precious metal it holds or holds for others by entering appropriate
entries in its books and records, and requires 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 requires any 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 allocates or requires 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 follows the same general procedure as for depositing gold with the Trust
for a creation of a Basket, only in reverse. Each transfer of gold between the
Trust Allocated Account and the Trust Unallocated Account connected with a
creation or redemption of a Basket may result in a small amount of gold being
held in the Trust Unallocated Account after the completion of the transfer. In
making deposits and withdrawals between the Trust Allocated Account and the
Trust Unallocated Account, the Custodian will use commercially reasonable
efforts to minimize the amount of gold held in the Trust Unallocated Account as
of the close of each business day.

United States
Federal Income Tax Consequences

The following discussion of the material US federal
    income tax consequences that generally applies to the purchase, ownership
    and disposition of Shares by a US Shareholder (as defined below), and certain
    US federal income tax consequences that may apply to an investment in Shares
    by a Non-US Shareholder (as defined below), 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 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

7

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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, generally depends upon the
status of the partner and upon the activities of the partnership. Partnerships
and partners in partnerships should consult their tax advisors about the US
federal income tax consequences of purchasing, owning and disposing of Shares.

Taxation of the Trust

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

Taxation of US Shareholders

Shareholders generally are treated, for US federal income tax purposes,
as if they directly owned a pro rata share of the underlying assets held in the
Trust. Shareholders are also 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
is 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 is 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 are the same
as its tax basis and holding period for the gold delivered in exchange
therefore (except to the extent of any cash contributed for such Shares). For
purposes of this discussion, it is assumed that all of a Shareholders Shares
are acquired on the same date and at the same price per Share. Shareholders that
hold multiple lots of Shares, or that are contemplating acquiring multiple lots
of Shares, should consult their tax advisors 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.

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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.

In addition, recent legislation effective after December 31, 2012, if applicable to a Shareholder, would impose a new 3.8% Medicare contribution tax on net investment income. Shareholders should consult their tax advisor regarding this tax.

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 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 is 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 reduces the amount realized
    by the Shareholder with respect to the sale.

Shareholders are 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 files certain
    information returns with the IRS, and provides certain tax-related information
    to Shareholders, in accordance with applicable Treasury Regulations. Each
    Shareholder will be provided with information regarding its allocable portion
    of the Trusts annual
income (if any) and expenses.

9

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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 is 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
    is not 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.

ERISA and Related
Considerations

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

In contemplating an investment of a portion of Plan assets in Shares, the Plan fiduciary responsible for making such investment should carefully consider, taking into account the facts and circumstances of the Plan and the Risk Factors discussed above and whether such investment is consistent with its fiduciary responsibilities under ERISA or Other Law, including, but not limited to: (1) whether the investment is permitted under the plans governing documents, (2) whether the fiduciary has the authority to make the investment, (3) whether the investment is consistent with the plans funding objectives, (4) the tax effects of the investment on the Plan, and (5) whether the investment is prudent considering the factors discussed in this report. In addition, ERISA and Code Section 4975 prohibit a broad range of transactions involving assets of a plan and persons who are parties in interest under ERISA or disqualified persons under Section 4975 of the Code. A violation of these rules may result in the imposition of significant excise taxes and other liabilities. Plans subject to Other Law may be subject to similar restrictions.

It is anticipated that the Shares will constitute publicly-held offered securities as defined in the Department of Labor Plan Asset Regulations, §2510.3-101(b)(2). Accordingly, pursuant to the Plan Asset Regulations, Shares purchased by a Plan, and not an interest in the underlying assets held in the Trust, should be treated as plan assets of the Plan, for purposes of applying the fiduciary responsibility and prohibited transaction rules of ERISA and the Code. Fiduciaries of plans subject to Other Law should consult legal counsel to determine whether there would be a similar result under the Other Law.

Investment by Certain Retirement Plans

Code section 408(m) provides that the acquisition of a collectible by
an individual retirement account (IRA) or a participant-directed account maintained
under any plan that is tax-qualified under Code section 401(a) 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.

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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;                                                                                                                                                                                                                                                                                                                        
| |  | 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.

11

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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 Commodity Exchange Act (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 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.

12

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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.                                                                                                                                                                                                               
| |  | 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

13

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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 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.

14

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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.

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.

15

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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.

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 is 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, have no
proprietary rights to any specific bars of gold held by the Custodian and are
each 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.

16

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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.

Item 2.
Properties

Not applicable.

Item 3. Legal
Proceedings

None.

Item 4. (Removed
and Reserved)

17

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PART II

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

The Trust was formed on September 1, 2009 (the Date of Inception)
following an initial deposit of gold. The Trusts Shares have been listed
on the NYSE Arca under the symbol SGOL since its initial public offering on
September 9, 2009. The following tables set out the range of high and low
closing prices for the Shares as reported for NYSE Arca transactions for each
of the quarters during the fiscal year ended December 31, 2010 and the fiscal
period ending December 31, 2009:

|                                                    |  |      |        |     |   |        | 
|--------------------------------------------------- |  | ---- | ------ | --- | - | ------ | 
|Fiscal Year Ended
 December 31, 2010: Quarter Ended |  | High |        | Low |  
|                                                    |  |      |        |     |  
|                                                    |  |      |        |     |   |        | 
|March 31,
 2010                                     |  | $    | 115.03 |     | $ | 106.11 | 
|                                                    |  |      |        |     |   |        | 
|June 30,
 2010                                      |  | $    | 125.20 |     | $ | 112.37 | 
|                                                    |  |      |        |     |   |        | 
|September
 30, 2010                                 |  | $    | 130.45 |     | $ | 115.68 | 
|                                                    |  |      |        |     |   |        | 
|December 31,
 2010                                  |  | $    | 141.85 |     | $ | 130.98 | 

|                                               |  |      |        |     |   |        | 
|---------------------------------------------- |  | ---- | ------ | --- | - | ------ | 
|Period Ended
 December 31, 2009: Quarter Ended |  | High |        | Low |  
|                                               |  |      |        |     |  
|                                               |  |      |        |     |  
|September
 30, 2009 (from Date of Inception)   |  | $    | 101.84 |     | $ | 98.92  | 
|                                               |  |      |        |     |   |        | 
|December 31,
 2009                             |  | $    | 121.08 |     | $ | 100.32 | 

The number of Shares of record of the Trust as
of March 8, 2011 was approximately 8,850,000.

Monthly Share Price

The
following table sets forth, for each of the most recent six months, the high
and low closing prices of the Shares, as reported for NYSE Arca transactions.

|                |  |      |        |     |   |        | 
|--------------- |  | ---- | ------ | --- | - | ------ | 
|Month           |  | High |        | Low |  
|                |  |      |        |     |  
|                |  |      |        |     |  
|September
 2010 |  | $    | 130.45 |     | $ | 123.95 | 
|                |  |      |        |     |   |        | 
|October 2010    |  | $    | 137.40 |     | $ | 130.98 | 
|                |  |      |        |     |   |        | 
|November
 2010  |  | $    | 140.40 |     | $ | 132.91 | 
|                |  |      |        |     |   |        | 
|December
 2010  |  | $    | 141.85 |     | $ | 136.40 | 
|                |  |      |        |     |   |        | 
|January 2011    |  | $    | 140.63 |     | $ | 130.40 | 
|                |  |      |        |     |   |        | 
|February
 2011  |  | $    | 140.36 |     | $ | 132.94 | 

18

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Issuer Purchase of Equity Securities

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. Although the Trust does not purchase Shares
directly from its shareholders in connection with the redemption of Baskets,
the Trust redeemed as follows during the year ended December 31, 2010:

|                                                                         |  |                                   |  |                                    | 
|------------------------------------------------------------------------ |  | --------------------------------- |  | ---------------------------------- | 
|Period                                                                   |  | Total Number of 
 Shares Redeemed |  | Average Ounces 
 of Gold Per Share | 
|                                                                         |  |                                   |  |                                    | 
|                                                                         |  |                                   |  |                                    | 
|01/01/10 to
 01/31/10                                                    |  |                                  |  |                                   | 
|02/01/10 to
 02/28/10                                                    |  |                                  |  |                                   | 
|03/01/10 to
 03/31/10                                                    |  |                                  |  |                                   | 
|04/01/10 to
 04/30/10                                                    |  |                                  |  |                                   | 
|05/01/10 to
 05/31/10                                                    |  |                                  |  |                                   | 
|06/01/10 to
 06/30/10                                                    |  | 50,000                            |  | 0.0997                             | 
|07/01/10 to
 07/31/10                                                    |  |                                  |  |                                   | 
|08/01/10 to
 08/31/10                                                    |  |                                  |  |                                   | 
|09/01/10 to
 09/30/10                                                    |  |                                  |  |                                   | 
|10/01/10 to
 10/31/10                                                    |  |                                  |  |                                   | 
|11/01/10 to
 11/30/10                                                    |  |                                  |  |                                   | 
|12/01/10 to
 12/31/10                                                    |  |                                  |  |                                   | 
|                                                                         |  |                                   |  |                                    | 
|                                                                         |  |                                   |  |                                    | 
|Total                                                                    |  | 50,000                            |  | 0.0997                             | 
|                                                                         |  |                                   |  |                                    | 
|                                                                         |  |                                   |  |                                    | 
|The Trust redeemed as follows during the
 period ended December 31, 2009 |  |                                   |  |                                    | 
|                                                                         |  |                                   |  |                                    | 
|Period                                                                   |  | Total Number of 
 Shares Redeemed |  | Average Ounces 
 of Gold Per Share | 
|                                                                         |  |                                   |  |                                    | 
|                                                                         |  |                                   |  |                                    | 
|09/09/09 to
 09/30/09                                                    |  |                                  |  |                                   | 
|10/01/09 to
 10/31/09                                                    |  |                                  |  |                                   | 
|11/01/09 to
 11/30/09                                                    |  |                                  |  |                                   | 
|12/01/09 to
 12/31/09                                                    |  | 250,000                           |  | 0.09999                            | 
|                                                                         |  |                                   |  |                                    | 
|Total                                                                    |  | 250,000                           |  | 0.09999                            | 
|                                                                         |  |                                   |  |                                    | 

19

---



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 31,2010 |             | December 31,2009* |  
|                                                              |  |                  |             |                   |  
|                                                              |  |                  |             |                   |   |             | 
|Total assets                                                  |  | $                | 971,070,331 |                   | $ | 327,645,920 | 
|                                                              |  |                  |             |                   |   |             | 
|Total gain on gold                                            |  | $                | 747,885     |                   | $ | 1,566,531   | 
|                                                              |  |                  |             |                   |   |             | 
|Net (loss)/gain
    from operations                           |  | $                | (1,791,997  | )                 | $ | 1,273,268   | 
|                                                              |  |                  |             |                   |   |             | 
|Weighted average
     number of Shares                        |  | $                | 5,195,890   |                   | $ | 1,942,149   | 
|                                                              |  |                  |             |                   |   |             | 
|Net (loss)/gain
    per Share                                 |  | $                | (0.34       | )                 | $ | 0.66        | 
|                                                              |  |                  |             |                   |   |             | 
|Net cash provided
     by operating activities                |  | $                |            |                   | $ |            | 
|                                                              |  |                  |             |                   |   |             | 
|                                                              |  |                  |             |                   |   |             | 
|*For the period from Date of
 Inception 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.

Introduction.

The ETFS Gold Trust (the Trust) is a trust formed under the laws of
the State of New York. The Trust does not have any officers, directors, or
employees, and is administered by The Bank of New York Mellon (the Trustee)
acting as trustee pursuant to the Depositary Trust Agreement (the Trust
Agreement) between the Trustee and ETF Securities USA LLC, the sponsor of the
Trust (the Sponsor). The Trust issues Shares representing fractional
undivided beneficial interests in its net assets. The assets of the Trust
consist of gold bullion held by a custodian as an agent of the Trust and
responsible only to the Trustee.

The Trust is a passive investment vehicle and the
    objective of the Trust is merely for the value of each Share to approximately
    reflect, at any given time, the price of the gold bullion owned by the Trust,
    less the Trusts
liabilities (anticipated to be principally for accrued operating expenses),
divided by the number of outstanding Shares. The Trust does not engage in any
activities designed to obtain a profit from, or ameliorate losses caused by,
changes in the price of gold.

The Trust issues and redeems Shares only in exchange
    for gold, only in aggregations of 50,000 or integral multiples thereof (each,
    a Basket), and
only in transactions with registered broker-dealers that have previously
entered into an agreement with the Trust governing the terms and conditions of
such issuance (such dealers, the Authorized Participants). 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.

Investing in the Shares does not insulate the investor from certain
risks, including price volatility. The following table illustrates the movement
in the price of the Shares and net asset value (NAV) of the Shares against
the corresponding gold price (per 1/10 of an oz. of gold) since inception:

20

---



Share
price & NAV v. gold price from inception to December 31, 2010

(LINE GRAPH)

The divergence of the price of the Shares and NAV of the Shares from
the gold price over time reflects the cumulative effect of the Trust expenses
that arise if an investment had been held since inception.

Critical Accounting
Policy

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. Below we describe the valuation of gold bullion, a
critical accounting policy that we believe is important to understanding our
results of operations and financial position. In addition, please refer to Note
2 to the Financial Statements for further discussion of our accounting
policies.

Valuation of Gold

Gold is held by the Custodian on behalf of the Trust 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 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.

|                                       |  |                   |               |                   |   |             | 
|-------------------------------------- |  | ----------------- | ------------- | ----------------- | - | ----------- | 
|                                       |  | December 31, 2010 |               | December 31, 2009 |  
|                                       |  |                   |               |                   |  
|Investment in gold - average cost      |  | $                 | 971,070,331   |                   | $ | 327,645,920 | 
|                                      
|Unrealized gain on investment in
 gold |  | $                 | 186,816,986   |                   | $ | 8,648,370   | 
|                                       |  |                   |               |                   |   |             | 
|Investment in gold - market value      |  | $                 | 1,157,887,317 |                   | $ | 336,294,290 | 
|                                       |  |                   |               |                   |   |             | 

Inspection of Gold

Under the Custody Agreements, the Sponsor has exercised its right to visit the
Custodian, in order to examine the gold and the records maintained by the Custodian. The inspection held on December 31, 2010 confirmed that the Custodians
records of gold held in the vault were accurate.

Liquidity

The Trust is not aware of any trends, demands, conditions or events
that are reasonably likely to result in material changes to its liquidity
needs. In exchange for a fee, (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, 2010, the Trust did not have any cash balances.

21

---



Review
of Financial Results

Financial Highlights

|                                           |  |                   |            |                    |   |           | 
|------------------------------------------ |  | ----------------- | ---------- | ------------------ | - | --------- | 
|                                           |  | December 31, 2010 |            | December 31, 2009* |  
|                                           |  |                   |            |                    |  
|Total
 gain on gold                        |  | $                 | 747,885    |                    | $ | 1,566,531 | 
|                                           |  |                   |            |                    |   |           | 
|Net (loss)/gain
  from operations          |  | $                 | (1,791,997 | )                  | $ | 1,273,268 | 
|                                           |  |                   |            |                    |   |           | 
|Net cash
 provided by operating activities |  | $                 |           |                    | $ |          | 

|                                             | 
|-------------------------------------------- | 
|                                             | 
|*Period
 commenced on the Date of Inception.

The year ended December 31, 2010

The
net asset value (NAV) of the Trust is obtained by subtracting the Trusts expenses
and liabilities on any day from the value of the gold owned by the Trust on
that day; the NAV per Share is obtained by dividing the NAV of the Trust on a
given day by the number of Shares outstanding on that day.

The
Trusts NAV grew from $336,294,290 at December 31, 2009 to $1,157,505,203
at December 31, 2010, a 244.19% increase for the year. NAV per Share
increased 27.24% from $110.26 at December 31, 2009 to $140.30 at
December 31, 2010. The increase in the Trusts NAV resulted primarily from
an increase in the price per ounce of gold, which rose 27.74% from $1,104.00 at
December 31, 2009 to $1,410.25 at December 31, 2010 and an increase
in outstanding Shares, which rose from 3,050,000 Shares at December 31,
2009 to 8,250,000 Shares at December 31, 2010, a consequence of 5,250,000
Shares (105 Baskets) being created and 50,000 Shares (1 Basket) being redeemed
during the year.

The
Trusts NAV per Share rose slightly less than the price per ounce of gold
on a percentage basis due to Sponsors fees, which were $2,539,882 for the
year, or 0.39% of the Trusts assets on an annualized basis.

The
NAV per Share of $141.45 at November 9, 2010 was the highest during the year,
compared with a low of $105.63 at February 5, 2010.

Net
loss for the year ended December 31, 2010 was $1,791,997 resulting from
a net gain of $186,497 on the transfer of gold to pay expenses and a net gain
of $561,388 on gold distributed for the redemption of Shares, offset by Sponsors
Fees of $2,539,882. Other than the Sponsors Fees, the Trust had no expenses
during the year ended December 31, 2010.

The fiscal
period from September 9, 2009 to 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 commencement of operations on September 9, 2009.

The
Trusts NAV grew from $9,994,893 at September 9, 2009 to $336,294,290 at
December 31, 2009, a 3,264.66% increase for the period. The increase in
the Trusts NAV resulted primarily from an increase in the price per ounce of
gold, which rose 10.46% from $ 999.50 at September 9, 2009 to $1,104.00 at
December 31, 2009 and an increase in outstanding shares, which rose from
100,000 shares at September 9, 2009 to 3,050,000 shares at December 31,
2009, a consequence of 3,200,000 shares (64 Baskets) being created and 250,000
shares (5 Baskets) being redeemed during the period.

The
10.32% increase in the Trusts NAV per Share from $99.95 at September 9, 2009
to $110.26 at December 31, 2009 directly relates to the price per ounce of
Gold, which rose 10.46%.

The
Trusts NAV per Share rose slightly less than the price per ounce of gold on a
percentage basis due to Sponsors Fees, which were $293,263 for the period, or
0.39% of the Trusts assets on an annualized basis. The NAV per Share of
$121.08 on December 2, 2009 was the highest during the period, compared with a
low of $98.92 on September 29, 2009.

22

---



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 expenses and a net gain of
$1,545,641 on gold distributed for the redemption of Shares, offset by
Sponsors fees of $293,263. Other than the Sponsors fees, the Trust had no
expenses during the period ended December 31, 2009.

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

The
Trust Indenture does not authorize the Trustee to borrow for payment of
the Trusts ordinary expenses. The Trust does not engage in transactions in
foreign currencies which could expose the Trust or holders of Shares to any
foreign currency related market risk. The Trust invests in no derivative
financial instruments and has no foreign operations or long-term debt
instruments.

Item 8. Financial Statements and Supplementary Data (Unaudited)

Quarterly Income Statements

|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|------------------------------------------------------ |  | ------------------- | --------- | -------------------- | - | --------- | - | ------ | --------- | ------ | - | --------- | - | - | ---------- | -
|Year Ended December 31, 2010                           |  | Three
 months ended |           | For
 the Year
 Ended |  
|                                                       |  |                     |           |                      |  
|                                                       |  | Mar-31              |           | Jun-30               |   | Sep-30    |   | Dec-31 |           | Dec-31 |  
|                                                       |  |                     |           |                      |   |           |   |        |           |        |  
|Revenues                                               |  |                     |           |                      |   |           |   |        |           |        |  
|Value
 of gold transferred to pay expenses             |  | $                   | 203,868   |                      | $ | 388,451   |   | $      | 604,006   |        | $ | 960,375   |   | $ | 2,156,700  |  
|Cost
 of gold transferred to pay expenses              |  |                     | (198,158  | )                    |   | (365,260  | ) |        | (562,836  | )      |   | (843,949  | ) |   | (1,970,203 | )
|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|Gain
 on gold transferred to pay expenses              |  |                     | 5,710     |                      |   | 23,191    |   |        | 41,170    |        |   | 116,426   |   |   | 186,497    |  
|Gain
 on gold distributed for the redemption of Shares |  |                     |          |                      |   | 573,615   |   |        |          |        |   | (12,227   | ) |   | 561,388    |  
|Unrealized
 gain/(loss) on investment in gold          |  |                     |          |                      |   |          |   |        |          |        |   |          |   |   |           |  
|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|Total
 gain/(loss) on sales and distributions of gold  |  | $                   | 5,710     |                      | $ | 596,806   |   | $      | 41,170    |        | $ | 104,199   |   | $ | 747,885    |  
|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|Expenses                                               |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|Sponsors
 Fee                                         |  | $                   | 323,426   |                      | $ | 445,181   |   | $      | 714,762   |        | $ | 1,056,513 |   | $ | 2,539,882  |  
|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|Total
 expenses                                        |  | $                   | 323,426   |                      | $ | 445,181   |   | $      | 714,762   |        | $ | 1,056,513 |   | $ | 2,539,882  |  
|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|Net
 (loss)/gain  from operations                      |  | $                   | (317,716  | )                    | $ | 151,625   |   | $      | (673,592  | )      | $ | (952,314  | ) | $ | (1,791,997 | )
|                                                       |  |                     |           |                      |   |           |   |        |           |        |   |           |   |   |            |  
|Net (loss)/gain
     per Share                         |  | $                   | (0.10     | )                    | $ | 0.04      |   | $      | (0.11     | )      | $ | (0.12     | ) | $ | (0.34      | )
|Weighted average
 number of Shares                     |  |                     | 3,171,667 |                      |   | 3,817,033 |   |        | 5,905,978 |        |   | 7,829,891 |   |   | 5,195,890  |  

23

---



|                                                       |  |                     |          |                        |   |           |   |   |           |  
|------------------------------------------------------ |  | ------------------- | -------- | ---------------------- | - | --------- | - | - | --------- | -
|Period
         Ended December 31, 2009*               |  | Three
 months ended |          | For
 the
 Period Ended |  
|                                                       |  |                     |          |                        |  
|                                                       |  | Sep-30*             |          | Dec-31                 |   | Dec-31*   |  
|                                                       |  |                     |          |                        |   |           |  
|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
 fee                                         |  | $                   | 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
 gain/(loss) per Share                             |  | $                   | (0.56    | )                      | $ | 0.74      |   | $ | 0.66      |  
|Weighted average
 number of Shares                     |  |                     | 797,727  |                        |   | 2,339,674 |   |   | 1,942,149 |  



*From the Date of Inception.

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-11of this filing.

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

There have been no changes in accountants and no disagreements with
accountants during the year ended December 31, 2010.

Item 9A. Controls
and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and
Procedures

The Trust maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in its Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commissions rules and forms,
and that such information is accumulated and communicated to the Chief
Executive Officer and Chief Financial Officer of the Sponsor, and to the audit
committee, as appropriate, to allow timely decisions regarding required
disclosure.

Under the supervision and with the participation of the Chief Executive
Officer and the Chief Financial Officer of the Sponsor, the Sponsor conducted
an evaluation of the Trusts disclosure controls and procedures, as defined
under Exchange Act Rule 13a-15(e). Based on this evaluation, the Chief
Executive Officer and the Chief Financial Officer of the Sponsor concluded
that, as of December 31, 2010, the Trusts disclosure controls and procedures
were effective.

There have been changes in the Trusts or Sponsors internal control
over financial reporting that occurred during the Trusts recently completed
fiscal quarter ended December 31, 2010 that have materially affected, or are
reasonably likely to materially affect, the Trusts or Sponsors internal
control over financial reporting. These changes have occurred as a result of the Sponsors
review of the control processes. The changes include strengthening the review
procedures over the financial statements and the creation of an audit committee
to act in respect of the Trust on behalf of the Sponsors audit committee.

24

---



Managements Report on Internal Control over Financial Reporting

The Sponsors management is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined
under Exchange Act Rules 13a-15(f) and 15d-15(f). The Trusts internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States. Internal control over
financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the Trusts
assets,

(2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that the Trusts receipts and
expenditures are being made only in accordance with appropriate authorizations;
and

(3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the Trusts
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become ineffective because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

The Chief Executive Officer and Chief Financial Officer of the Sponsor
assessed the effectiveness of the Trusts internal control over financial
reporting as of December 31, 2010. In making this assessment, they used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal ControlIntegrated Framework. Their assessment
included an evaluation of the design of the Trusts internal control over
financial reporting and testing of the operational effectiveness of its
internal control over financial reporting. Based on their assessment and those
criteria, the Chief Executive Officer and Chief Financial Officer of the
Sponsor concluded that the Trust maintained effective internal control over
financial reporting as of December 31, 2010.

Deloitte & Touche LLP, the independent registered public accounting
firm that audited and reported on the financial statements included in this
Form 10-K, as stated in their report which is included herein, issued an
attestation report on the effectiveness of the Trusts internal control over
financial reporting as of December 31, 2010.

25

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the internal control over financial reporting
    of ETFS Gold Trust (the “Trust”) as of December 31, 2010, based
    on criteria established in Internal Control—Integrated Frameworkissued
    by the Committee of Sponsoring Organizations of the Treadway Commission.
    The Trust’s
  management is responsible for maintaining effective internal control over financial
  reporting and for its assessment of the effectiveness of internal control over
  financial reporting included in the accompanying Management’s Report
  on Internal Control over Financial Reporting. Our responsibility is to express
  an opinion on the Trust’s internal control over financial reporting 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 effective
  internal control over financial reporting was maintained in all material respects.
  Our audit included obtaining an understanding of internal control over financial
  reporting, assessing the risk that a material weakness exists, testing and
  evaluating the design and operating effectiveness of internal control based
  on the assessed risk, and performing such other procedures as we considered
  necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.

A company’s internal control over financial reporting is a process designed
  by, or under the supervision of, the company’s principal executive and
  principal financial officers, or persons performing similar functions, and
  effected by the company’s board of directors, management, and other personnel
  to provide reasonable assurance regarding the reliability of financial reporting
  and the preparation of financial statements for external purposes in accordance
  with generally accepted accounting principles. A company’s internal control
  over financial reporting includes those policies and procedures that:(1) pertain
  to the maintenance of records that, in reasonable detail, accurately and fairly
  reflect the transactions and dispositions of the assets of the company; (2)
  provide reasonable assurance that transactions are recorded as necessary to
  permit preparation of financial statements in accordance with generally accepted
  accounting principles, and that receipts and expenditures of the company are
  being made only in accordance with authorizations of management and directors
  of the company; and (3) provide reasonable assurance regarding prevention or
  timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting,
  including the possibility of collusion or improper management override of controls,
  material misstatements due to error or fraud may not be prevented or detected
  on a timely basis. Also, projections of any evaluation of the effectiveness
  of the internal control over financial reporting to future periods are subject
  to the risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Trust maintained, in all material respects, effective
  internal control over financial reporting as of December 31, 2010, based on
  the criteria established in Internal Control—Integrated Frameworkissued
by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the
    Public Company Accounting Oversight Board (United States), the financial
    statements of the Trust as of and for the year ended December 31, 2010, and
    our report dated March 14, 2011 expressed an unqualified opinion on those
financial statements.

/s/ Deloitte & Touche LLP

New York, New York
March 14, 2011



26

---



PART III

Item 9B.
Other Information.

Not applicable.

Item 10.
Directors, Executive Officers and Corporate Governance.

Not applicable.

Item 11.
Executive Compensation.

The Trust has no directors or executive officers.
    The only ordinary expense paid by the Trust is the Sponsors Fee.

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

Security Ownership of Certain Beneficial Owners

The
following table sets forth Shares as of December 31, 2010, information with
respect to each person known to own beneficially more than 5% of the
outstanding Shares of the Trust:

|                                                               |  |                                             |           |                  |  |       | 
|-------------------------------------------------------------- |  | ------------------------------------------- | --------- | ---------------- |  | ----- | 
|Name and
 Address                                              |  | Amount and Nature
 of Beneficial
 Ownership |           | Percent of Class | 
|                                                               |  |                                             |           |                  | 
|BlackRock, Inc. 
   40 East 52nd Street 
   New York, NY 10022 |  |                                             | 2,115,200 |                  |  | 25.6% | 

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.

The Trust has no directors or executive officers.

Item 14.
Principal Accounting Fees and Services.

Fees for services performed by Deloitte & Touche
    LLP for the period ended December 31, 2009 and the year ended December 31,
    2010 were as follows:

|                    |  |                   |         |                   |   |        | 
|------------------- |  | ----------------- | ------- | ----------------- | - | ------ | 
|                    |  | December 31, 2010 |         | December 31, 2009 |  
|                    |  |                   |         |                   |  
|                    |  |                   |         |                   |   |        | 
|Audit fees          |  | $                 | 90,000  |                   | $ | 41,000 | 
|Audit
 related fees |  |                   | 45,000  |                   |   | 17,500 | 
|                    |  |                   |         |                   |   |        | 
|                    |  | $                 | 135,000 |                   | $ | 58,500 | 

Pre-Approved Policies and Procedures

As
referenced in Item 10 above, the Trust has no board of directors,
and as a result, has no pre-approval policies or procedures with respect to
fees paid to Deloitte & Touche LLP. Such determinations
are made by the Sponsor.

None of the hours expended by Deloitte & Touche LLP to audit the
Trusts financial statements for the fiscal period ended December 31, 2010 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. 333-158221 on September 1, 2009     
|            |  |                                                                                                                                                  
|4.2         |  | Form of
 Authorized Participant Agreement                                                                                                        
|            |  |                                                                                                                                                  
|4.3         |  | Global
 Certificate, incorporated by reference to Exhibit 4.3 filed with Registration
 Statement No. 333-158221 on September 1, 2009             
|            |  |                                                                                                                                                  
|10.1        |  | Allocated
 Account Agreement, incorporated by reference to Exhibit 10.1 filed with
 Registration Statement No. 333-158221 on September 1, 2009   
|            |  |                                                                                                                                                  
|10.2        |  | Unallocated
 Account Agreement, incorporated by reference to Exhibit 10.2 filed with
 Registration Statement No. 333-158221 on September 1, 2009 
|            |  |                                                                                                                                                  
|10.3        |  | Depository
 Agreement, incorporated by reference to Exhibit 10.3 filed with Registration
 Statement No. 333-158221 on September 1, 2009          
|            |  |                                                                                                                                                  
|10.4        |  | Marketing
 Agent Agreement, incorporated by reference to Exhibit 10.4 filed with
 Registration Statement No. 333-158221 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 AS OF DECEMBER 31, 2010

INDEX

|                                                                                                                                                    |  |     
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                    |  | Page
|                                                                                                                                                    |  |     
|Report of Independent Registered Public Accounting Firm                                                                                             |  | F-2 
|                                                                                                                                                    |  |     
|Statements of
 Financial Condition at December 31, 2010 and December 31, 2009                                                                       |  | F-3 
|                                                                                                                                                    |  |     
|Statements of
 Operations for the year ended December 31, 2010 and for the period September
 1, 2009 through December 31, 2009                      |  | F-4 
|                                                                                                                                                    |  |     
|Statements of
 Cash Flows for the year ended December 31, 2010 and for the period September
 1, 2009 through December 31, 2009                      |  | F-5 
|                                                                                                                                                    |  |     
|Statement of
 Changes in Shareholders Deficit for the year ended December 31, 2010 and 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 Shareholders of the ETFS Gold Trust:

We have audited the accompanying statements of financial condition of
ETFS Gold Trust (the Trust) as of December 31, 2010 and 2009, and the related
statements of operations, changes in shareholders deficit, and cash flows for
the year ended December 31, 2010 and 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 audits.

We conducted our audits 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Trust at December 31, 2010 and 2009,
and the results of its operations and its cash flows for the year ended
December 31, 2010 and 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.

We have also audited, in accordance with the standards
    of the Public Company Accounting Oversight Board (United States), the Trusts
    internal control over financial reporting as of December 31, 2010, based
    on the criteria established in Internal Control  Integrated Frameworkissued
    by the Committee of Sponsoring Organizations of the Treadway Commission and
    our report dated March 14, 2011 expressed an unqualified opinion on the Trusts
    internal control over financial reporting.

DELOITTE &
TOUCHE LLP

New York, New
York
March 14, 2011

F-2

---



ETFS GOLD TRUST

Statements of Financial
ConditionAt December 31, 2010 and December 31, 2009

|                                                              |  |                    |               |                    |   |             |  
|------------------------------------------------------------- |  | ------------------ | ------------- | ------------------ | - | ----------- | -
|                                                              |  | December 31,
 2010 |               | December 31,
 2009 |  
|                                                              |  |                    |               |                    |  
|ASSETS                                                        |  |                    |               |                    |   |             |  
|Investment in gold (1)                                        |  | $                  | 971,070,331   |                    | $ | 327,645,920 |  
|                                                              |  |                    |               |                    |   |             |  
|Total Assets                                                  |  | $                  | 971,070,331   |                    | $ | 327,645,920 |  
|                                                              |  |                    |               |                    |   |             |  
|                                                              |  |                    |               |                    |   |             |  
|LIABILITIES                                                   |  |                    |               |                    |   |             |  
|Accounts payable to
 Sponsor                                  |  | $                  | 382,114       |                    | $ |            |  
|                                                              |  |                    |               |                    |   |             |  
|                                                              |  |                    |               |                    |   |             |  
|Total Liabilities                                             |  | $                  | 382,114       |                    | $ |            |  
|                                                              |  |                    |               |                    |   |             |  
|                                                              |  |                    |               |                    |   |             |  
|Redeemable Shares:                                            |  |                    |               |                    |   |             |  
|Shares at redemption value
 to investors (2)                  |  |                    | 1,157,505,203 |                    |   | 336,294,290 |  
|                                                              |  |                    |               |                    |   |             |  
|Shareholders deficit                                         |  | $                  | (186,816,986  | )                  | $ | (8,648,370  | )
|                                                              |  |                    |               |                    |   |             |  
|Total liabilities,
 redeemable Shares & shareholders deficit |  | $                  | 971,070,331   |                    | $ | 327,645,920 |  
|                                                              |  |                    |               |                    |   |             |  

|    |                                                                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The market value of
 investment in gold as at December 31, 2010 is $1,157,887,317 and as at
 December 31, 2009, was $336,294,290.                                                    
|    |                                                                                                                                                                                      
|(2) | Authorized share capital
 is unlimited and no par value per Share. Shares issued and outstanding as at
 December 31, 2010 were 8,250,000 and as at December 31, 2009, were 3,050,000.

See Notes to the Financial Statements.

F-3

---



ETFS GOLD TRUST

|                                                                                                 
|-------------------------------------------------------------------------------------------------
|Statements of Operations                                                                         
|                                                                                                 
|For the year ended December 31, 2010 and the period
 September 1, 2009* through December 31, 2009
|                                                                                                 
|                                                                                                 

|                                                       |  |                                 |            |                                                                |   |           |  
|------------------------------------------------------ |  | ------------------------------- | ---------- | -------------------------------------------------------------- | - | --------- | -
|                                                       |  | Year 
 Ended
 December 31, 2010 |            | For the period
 September 1, 2009*
 through
 December 31, 2009 |  
|                                                       |  |                                 |            |                                                                |  
|REVENUES                                               |  |                                 |            |                                                                |   |           |  
|                                                       |  |                                 |            |                                                                |   |           |  
|Value of gold transferred
 to pay expenses             |  | $                               | 2,156,700  |                                                                | $ | 293,263   |  
|Cost of gold transferred
 to pay expenses              |  |                                 | (1,970,203 | )                                                              |   | (272,373  | )
|                                                       |  |                                 |            |                                                                |   |           |  
|                                                       |  |                                 |            |                                                                |   |           |  
|Gain on gold transferred
 to pay expenses              |  |                                 | 186,497    |                                                                |   | 20,890    |  
|                                                       |  |                                 |            |                                                                |   |           |  
|Gain on gold distributed
 for the redemption of Shares |  |                                 | 561,388    |                                                                |   | 1,545,641 |  
|                                                       |  |                                 |            |                                                                |   |           |  
|                                                       |  |                                 |            |                                                                |   |           |  
|                                                       |  |                                 |            |                                                                |   |           |  
|                                                       |  |                                 |            |                                                                |   |           |  
|Total gain on gold                                     |  | $                               | 747,885    |                                                                | $ | 1,566,531 |  
|                                                       |  |                                 |            |                                                                |   |           |  
|                                                       |  |                                 |            |                                                                |   |           |  
|EXPENSES                                               |  |                                 |            |                                                                |   |           |  
|                                                       |  |                                 |            |                                                                |   |           |  
|Sponsor’s Fee                                          |  |                                 | 2,539,882  |                                                                |   | 293,263   |  
|                                                       |  |                                 |            |                                                                |   |           |  
|                                                       |  |                                 |            |                                                                |   |           |  
|Total expenses                                         |  |                                 | 2,539,882  |                                                                |   | 293,263   |  
|                                                       |  |                                 |            |                                                                |   |           |  
|                                                       |  |                                 |            |                                                                |   |           |  
|Net (loss)/gain from
 operations                       |  | $                               | (1,791,997 | )                                                              | $ | 1,273,268 |  
|                                                       |  |                                 |            |                                                                |   |           |  
|                                                       |  |                                 |            |                                                                |   |           |  
|Net
 (loss)/gain per Share                             |  | $                               | (0.34      | )                                                              | $ | 0.66      |  
|                                                       |  |                                 |            |                                                                |   |           |  
|Weighted
 average number of Shares                     |  |                                 | 5,195,890  |                                                                |   | 1,942,149 |  

* Date of
Inception.

See Notes to the Financial Statements.

F-4

---



---

ETFS GOLD TRUST

|                                                                                                 
|-------------------------------------------------------------------------------------------------
|Statements
 of Cash Flows                                                                        
|                                                                                                 
|For the year ended December 31, 2010 and the period September 1,
 2009* through December 31, 2009
|                                                                                                 
|                                                                                                 

|                                                                           |  |                                |             |                                                                |   |             | 
|-------------------------------------------------------------------------- |  | ------------------------------ | ----------- | -------------------------------------------------------------- | - | ----------- | 
|                                                                           |  | Year
 Ended
 December 31, 2010 |             | 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                              |  | $                              | 650,946,846 |                                                                | $ | 354,780,028 | 
|                                                                           |  |                                |             |                                                                |   |             | 
|Value of gold distributed for redemption of Shares - at average
      cost |  | $                              | 5,552,232   |                                                                | $ | 26,861,735  | 
|                                                                           |  |                                |             |                                                                |   |             | 

|                                                                                               |  |                                 |              |                                                                |   |              |  
|---------------------------------------------------------------------------------------------- |  | ------------------------------- | ------------ | -------------------------------------------------------------- | - | ------------ | -
|                                                                                               |  | Year 
 Ended
 December 31, 2010 |              | For the period
 September 1, 2009*
 through
 December 31, 2009 |  
|                                                                                               |  |                                 |              |                                                                |  
|RECONCILIATION
      OF NET (LOSS)/GAIN TO NET CASH PROVIDED BY OPERATING ACTIVITIES:          |  |                                 |              |                                                                |   |              |  
|                                                                                               |  |                                 |              |                                                                |   |              |  
|Net (loss)/gain
     from operations                                                           |  | $                               | (1,791,997   | )                                                              | $ | 1,273,268    |  
|Adjustments
     to reconcile net gain to net cash provided by/(used in) operating activities: |  |                                 |              |                                                                |   |              |  
|Increase in gold assets                                                                        |  |                                 | (643,424,411 | )                                                              |   | (327,645,920 | )
|Increase in accounts payable to Sponsor                                                        |  |                                 | 382,114      |                                                                |   |              |  
|Increase/(decrease)
    in redeemable Shares:                                                  |  |                                 |              |                                                                |   |              |  
|Creations                                                                                      |  |                                 | 650,947,913  |                                                                |   | 354,760,532  |  
|Redemptions                                                                                    |  |                                 | (6,113,619   | )                                                              |   | (28,387,880  | )
|                                                                                               |  |                                 |              |                                                                |   |              |  
|Net cash provided by operating activities                                                      |  | $                               |             |                                                                | $ |             |  
|                                                                                               |  |                                 |              |                                                                |   |              |  
|                                                                                               |  |                                 |              |                                                                |   |              |  
|Supplemental disclosure of non-cash item:                                                      |  |                                 |              |                                                                |   |              |  
|Value of gold transferred to pay expenses                                                      |  | $                               | 2,156,700    |                                                                | $ | 293,263      |  

* Date of Inception.

See Notes to the Financial Statements.

F-5

---



ETFS GOLD TRUST

Statement of Changes in Shareholders Deficit
For the year ended December 31, 2010 and the period from
September 1, 2009* through December 31, 2009

|                                                     |  |                             |              |                                                            |   |            |  
|---------------------------------------------------- |  | --------------------------- | ------------ | ---------------------------------------------------------- | - | ---------- | -
|                                                     |  | YearEndedDecember
 31, 2010 |              | For the periodSeptember
 1, 2009*throughDecember
 31, 2009 |  
|                                                     |  |                             |              |                                                            |  
|                                                     |  |                             |              |                                                            |  
|Shareholders deficit -
 opening balance             |  | $                           | (8,648,370   | )                                                          | $ |           |  
|Net (loss) / gain for the
 year                      |  |                             | (1,791,997   | )                                                          |   | 1,273,268  |  
|Adjustment of redeemable
 Shares to redemption value |  |                             | (176,376,619 | )                                                          |   | (9,921,638 | )
|                                                     |  |                             |              |                                                            |   |            |  
|Shareholders deficit 
 closing balance             |  | $                           | (186,816,986 | )                                                          | $ | (8,648,370 | )

---

* Date of Inception

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,
 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, 2010:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                                       |  |                  |               |                  |   |             | 
|-------------------------------------- |  | ---------------- | ------------- | ---------------- | - | ----------- | 
|                                       |  | December 31,2010 |               | December 31,2009 |  
|                                       |  |                  |               |                  |  
|                                       |  |                  |               |                  |  
|Investment in gold - average
 cost     |  | $                | 971,070,331   |                  | $ | 327,645,920 | 
|Unrealized gain on
 investment in gold |  |                  | 186,816,986   |                  |   | 8,648,370   | 
|                                       |  |                  |               |                  |   |             | 
|Investment in gold - market
 value     |  | $                | 1,157,887,317 |                  | $ | 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. | Gold Receivable and Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | Gold receivable or payable represents the quantity of Gold covered by
 contractually binding orders for the creation or redemption of Shares
 respectively, where the Gold has not yet been transferred to or from the
 Trusts account. Generally, ownership of the Gold is transferred within three
 days of trade date. There was no Gold receivable or payable as of December
 31, 2010 and December 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.3  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-8

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ETFS GOLD TRUST

Notes to the Financial Statements

|     |                                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.   | Significant Accounting Policies (continued)                                                                                                                                                  
|     |                                                                                                                                                                                              
|2.3. | Creations and Redemptions of Shares
 (continued)                                                                                                                                             
|     |                                                                                                                                                                                              
|     | Changes in the Shares for the year from January 1, 2010 through
 December 31, 2010 and the period from September 1, 2009 (the Date of
 Inception) through December 31, 2009 are as follows:

|                                          |  |                               |               |                                 |   |             |  
|----------------------------------------- |  | ----------------------------- | ------------- | ------------------------------- | - | ----------- | -
|                                          |  | Year ended
 December 31, 2010 |               | Period ended
 December 31, 2009 |  
|                                          |  |                               |               |                                 |  
|                                          |  |                               |               |                                 |   |             |  
|Number of
 Redeemable Shares:             |  |                               |               |                                 |   |             |  
|Opening balance                           |  |                               | 3,050,000     |                                 |   |            |  
|Creations                                 |  |                               | 5,250,000     |                                 |   | 3,300,000   |  
|Redemptions                               |  |                               | (50,000       | )                               |   | (250,000    | )
|                                          |  |                               |               |                                 |   |             |  
|Closing balance                           |  |                               | 8,250,000     |                                 |   | 3,050,000   |  
|                                          |  |                               |               |                                 |   |             |  
|                                          |  |                               |               |                                 |   |             |  
|                                          |  | Year ended
 December 31, 2010 |               | Period ended
 December 31, 2009 |  
|                                          |  |                               |               |                                 |  
|                                          |  |                               |               |                                 |   |             |  
|Redeemable Shares:                        |  |                               |               |                                 |   |             |  
|Opening balance                           |  | $                             | 336,294,290   |                                 | $ |            |  
|Creations                                 |  |                               | 650,947,913   |                                 |   | 354,760,532 |  
|Redemptions                               |  |                               | (6,113,619    | )                               |   | (28,387,880 | )
|Adjustment to redemption
 value           |  |                               | 176,376,619   |                                 |   | 9,921,638   |  
|                                          |  |                               |               |                                 |   |             |  
|Closing balance                           |  | $                             | 1,157,505,203 |                                 | $ | 336,294,290 |  
|                                          |  |                               |               |                                 |   |             |  
|Redemption
 value per share at period end |  | $                             | 140.30        |                                 | $ | 110.26      |  
|                                          |  |                               |               |                                 |   |             |  

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.4. | 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.

F-9

---



ETFS GOLD TRUST

Notes to
the Financial Statements

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.   | Significant Accounting Policies (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.5. | 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 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.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2.6. | 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, 2010:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                                              |  |                               |             |                                  |   |             |  
|--------------------------------------------- |  | ----------------------------- | ----------- | -------------------------------- | - | ----------- | -
|                                              |  | Year ended
 December 31, 2010 |             | Period ended
 December 31, 2009* |  
|                                              |  |                               |             |                                  |  
|Ounces of gold:                               |  |                               |             |                                  |   |             |  
|Opening
 balance                              |  |                               | 304,614.4   |                                  |   |            |  
|Creations                                     |  |                               | 523,161.0   |                                  |   | 329,852.1   |  
|Redemptions                                   |  |                               | (4,984.6    | )                                |   | (24,973.5   | )
|Transfers of
 gold                            |  |                               | (1,739.6    | )                                |   | (264.2      | )
|                                              |  |                               |             |                                  |   |             |  
|Closing balance                               |  |                               | 821,051.2   |                                  |   | 304,614.4   |  
|                                              |  |                               |             |                                  |   |             |  
|Investment in gold (lower of cost or market): |  |                               |             |                                  |   |             |  
|Opening
 balance                              |  | $                             | 327,645,920 |                                  | $ |            |  
|Creations                                     |  |                               | 650,946,846 |                                  |   | 354,780,028 |  
|Redemptions                                   |  |                               | (5,552,232  | )                                |   | (26,861,735 | )
|Transfers of
 gold                            |  |                               | (1,970,203  | )                                |   | (272,373    | )
|                                              |  |                               |             |                                  |   |             |  
|                                              |  |                               |             |                                  |   |             |  
|Closing
 balance                              |  | $                             | 971,070,331 |                                  | $ | 327,645,920 |  

|     |                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.7. | 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.

F-10

---



ETFS GOLD TRUST

Notes to
the Financial Statements

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.  | Significant Accounting Policies (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.8 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | For the year ended December 31, 2010, the Sponsor’s
    fee was $2,539,882. For the period ended December 31, 2009, the Sponsor’s
    fee was $293,263. At the year ended December 31, 2010 and December 31, 2009,
    the fees payable to the Sponsor were $382,114 and $0, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|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 effect 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-11

---



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 15,
 2011 |  |                                                                 | 
|      |                 |  |                                                                 | 
|      |                 |  | /s/ Thomas
 Quigley                                             | 
|      |                 |  |                                                                 | 
|      |                 |  | Thomas
 Quigley                                                 | 
|      |                 |  | Chief
 Financial Officer and Treasurer                          | 
|      |                 |  | (Principal
 Financial Officer and Principal Accounting Officer)
|Date: | March 15,
 2011 |  |                                                                 | 

* 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.

---