SecProbe.io

March 14, 2014

Via E -mail
Usec Rho
Senior Counsel and Director
BMO Capital Markets Corporation
3 Times Square
New York, NY  10036

Re: Vaulted Gold Bullion Trust
Registration Statement on Form S -1
Filed February 26, 2014
  File No. 333 -194144

Dear Mr. Rho :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note your response to comment 1 of our letter dated February 7, 2014.  Please tell us
the persons that are responsible for a ppoint ing a successor trustee, if necessary, and for
determining a suspension of redemptions and why such decisions are not conside red
policy making decisions.

2. We note your response to comment 4.  Please clarify if the “interbank spot price”
determined by BMO Capital Markets Corp. is a composite of several third party sources.
If so, please disclose those sources and tell us if t here is an accepted industry external
third party source for the interbank spot price that could be used to compare with your
price.

Usec Rho
Vaulted Gold Bullion Trust
March 14, 2014
Page 2

 3. We are continuing to consider your response to comment 5 and additional
correspondence provided.

Prospectus Summary,  page 4

4. We note your disclosure that the Trust may offer receipts “from time to time….”  Please
confirm that this offering will be conducted as a continuous offering and not on a delayed
basis.

Physical Delivery, page 36

5. We note your response to comment 10.  Please tell us when you will provide us with a
copy of the third -party service carrier arrangement and revise your disclosure to identify
the third -party service carrier, or advise.  Also, please discuss  the Authorize d
Participants’ obligations as it relates to the redemption process.

Suspensions of  Redemptions and/or Purchases, page 39

6. Please revise your disclosure here to be consistent with your earlier disclosure on page
10, indicating that the mechanism to wi thdraw and sell Gold Bullion may be suspended
for any reason without notice, or advise.   Also, please clarify if investors will have notice
of a suspension of the “sell for cash” option prior to submitting a request for such
redemption.

We urge all pers ons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management a re in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pend ing regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking a ny action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Usec Rho
Vaulted Gold Bullion Trust
March 14, 2014
Page 3

  the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Please contact  Coy Garrison, Staff Attorney, at (202) 551 -3466, or me at (202) 551 -3386
with any other questions.

Sincerely,

 /s/ Duc Dang

Duc Dang
Special Counsel

cc: Anna T. Pinedo, Esq.